EXHIBIT 10.115
[LOGO]
RESORT FINANCE CORPORATION
RESORT FINANCE LLC
as of December 31, 2003
BXG Receivables Note Trust 2001-A
c/o Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Re: Asset Backed
Notes, Series 2001-A
Ladies and Gentlemen:
Reference is made to (i) that certain Amended and Restated Note
Purchase Agreement (the "Note Purchase
Agreement"), dated as of April 17, 2002,
by and among BXG Receivables Note Trust
2001-A, as Issuer (the "Issuer"),
Bluegreen Receivables Finance Corporation
V, as Depositor (the "Depositor"),
Bluegreen Corporation, as Seller and
Servicer ("Bluegreen"), the Purchasers
party thereto and the undersigned Resort
Finance LLC (as successor to ING
Capital LLC), as Agent ("RFL"), relating to
your Asset Backed Notes, Series
2001-A, (ii) that certain Amended and
Restated Indenture (the "Indenture"),
dated as of April 17, 2002, by and among
the Issuer and U.S. Bank National
Association (formerly known as U.S. Bank
Trust National Association), as
Indenture Trustee (the "Indenture
Trustee"), and (iii) that certain extension
letter, dated as of October 8, 2003 (the
"October Extension Letter"), by and
among RFL, the Issuer, Bluegreen and the
Depositor. Capitalized terms used
herein and not defined shall have the
meanings ascribed to them in the Note
Purchase Agreement, the Indenture or the
Amended and Restated Sale and Servicing
Agreement (the "Sale and Servicing
Agreement"), dated as of April 17, 2002, by
and among the Depositor, the Issuer,
Bluegreen, Concord Servicing Corporation,
as Backup Servicer and the Indenture
Trustee, as applicable.
1. You are hereby notified that, notwithstanding the terms of
Section 2.2(d) of the Note Purchase
Agreement, each Purchaser has agreed and by
execution
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160 Benmont Ave Suite 15 Bennington, VT
05201 (802) 440-9695 Fax: (802) 440-9615
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hereof, confirms such agreement, to extend
the Commitment Expiration Date from
March 31, 2004 to September 30, 2004.
2. Notwithstanding the definition of "Funding Rate" in the Note
Purchase Agreement, except when and to the
extent that an Amortization Event
(NPA) shall have occurred and be
continuing, the "Funding Rate" under the Note
Purchase Agreement shall be one-month
LIBOR. To the extent that an Amortization
Event (NPA) shall have occurred and is
c
