Exhibit 10.118
Execution Copy
BXG RECEIVABLES NOTE TRUST 2004-C
TIMESHARE LOAN BACKED VFN NOTES, SERIES 2004-C
Timeshare Loan-Backed VFN Notes, Series 2004-C, Class A
Timeshare Loan-Backed VFN Notes, Series 2004-C, Class B
Timeshare Loan-Backed VFN Notes, Series 2004-C, Class C
Timeshare Loan-Backed VFN Notes, Series 2004-C, Class D
NOTE PURCHASE COMMITMENT AGREEMENT
as of December 1, 2004
New York Life Insurance Company
51 Madison Avenue
New York, NY 10010
Ladies and Gentlemen:
Section 1.
Introduction. On the
date hereof, (a) BXG
Receivables
Note Trust 2004-C (the "Issuer"),
a Delaware
statutory trust, has issued four
classes of variable funding notes
designated as its
"Timeshare Loan-Backed
VFN
Notes, Series 2004-C, Class A", "Timeshare
Loan-Backed VFN Notes, Series 2004-C,
Class B", "Timeshare Loan-Backed VFN Notes, Series 2004-C, Class C" and
"Timeshare Loan-Backed VFN Notes,
Series 2004-C,
Class D"
(collectively, the
"Notes") pursuant to that certain indenture
(the "Indenture"), dated as December
1, 2004, by and among the Issuer, the
Bluegreen Corporation
("Bluegreen"),
as
servicer, Vacation Trust, Inc., as club
trustee, Concord Servicing Corporation,
as backup servicer, U.S. Bank National
Association, as indenture trustee and the
Branch Banking and Trust Company, as agent (the "Agent"), (b) the Issuer,
Bluegreen, as seller and servicer,
Bluegreen Receivables Finance Corporation IX,
as depositor, the Agent and each Purchaser (as
defined below) have entered into
a note funding agreement (the "Note Funding
Agreement"), dated as of December 1,
2004, pursuant to which each party
(each, a "Purchaser") executing a joinder
supplement (a "Joinder Supplement") or a transfer supplement (a "Transfer
Supplement") agree to acquire its interest in the Notes and, in the
case of a
purchaser that is a party to a Joinder Supplement, commit to the making of
advances to the Issuer from time to time pursuant to the terms of the Note
Funding Agreement, and (c) Legacy Capital Company,
LLC (the "Transferor")
has
entered into a Joinder Supplement pursuant
to which it has acquired its interest
in each Class of Notes and has, subject to the terms of the Note Funding
Agreement, committed to make advances to
the Issuer.
On the
date hereof, the Transferor has not made any advances to the
Issuer
and the note principal balance ("Note Balance") of each
Class of Notes is equal
to $0. All Classes of Notes are registered
in the name of the Agent, as agent of
the Purchasers.
In
accordance with the Note Funding Agreement and the Indenture,
the Note
Rates for interests in Notes acquired by a
Non-Committed Purchaser will be based
on LIBOR (except in
<PAGE>
the limited circumstances described in the definition of
"Alternate Rate") plus
the related Note Rate Spread. Capitalized terms used but not defined
herein
shall have the meanings specified in the
Note Funding Agreement.
Section 2. Purchase.
(a) Subject to the
satisfaction of the
conditions
precedent
specified
in Section 3 hereof,
the New York Life
Insurance Company
(the
"Transferee") irrevocably agrees to (1) purchase from the
Transferor, (x)
no later
than April 5, 2005,
a portion of its interest in one or more
Classes of
Notes corresponding
to a portion of an
aggregate Note Balance
of up to
$25,000,000 together
with all rights of the Transferor under the
Note Funding Agreement related thereto, and (y) no later than July 5,
2005,
a portion of its interest in one or more Classes of Notes
corresponding to a
portion of an
aggregate Note Balance of up to the
difference
between $40,000,000 and the amount purchased in clause (x)
together
with all rights of the Transferor under the Note Funding
Agreement
related thereto, (in the case of clauses (x) or (y), the
"Transferred Notes"),
at a purchase price
equal to 100% of the aggregate
Note
Balance of the related
Transferred Notes,
plus accrued interest
at
the Note
Rate payable to the
Transferor
(as the Structured Purchaser)
through
but excluding the date of transfer (excluding Breakage Costs, if
any,
which shall be the obligation of the Issuer to be paid under the
Indenture
on the next Payment Date) (the "Purchase Price"), (2) enter
into
Transfer
Supplements
substantially in the form attached hereto as Exhibit
A whereby
the Transferee shall
become a Purchaser
under the Note Funding
Agreement
and (3) execute an investment letter attached hereto as
Exhibit
B. The
anticipated Transferred Notes are described on Exhibit C
hereto.
(b) Payment
of the Purchase Price shall be made by the
Transferee
in Federal (same day) funds by wire transfer to an account at a
bank
acceptable to the Transferor and designated by the Transferor by
1:00
p.m., New York City
time.
(c) The parties hereto
acknowledge and agree that pursuant to
the Note
Funding Agreement, each Class of Notes shall be registered in
the
name of
the Agent, as nominee
of th
