Exhibit 10.151
REVOLVING PROMISSORY NOTE
__________________
$50,000,000.00
January 10, 2005
FOR
VALUE RECEIVED, BLUEGREEN VACATIONS UNLIMITED, INC., a Florida
corporation ("Borrower"), promises
unconditionally to pay to the order of RESORT
FINANCE LLC, a Massachusetts limited liability company ("Holder"), in lawful
money of the United States of America, in immediately available funds, the
principal sum of Fifty Million and No/100 Dollars ($50,000,000.00), or the
portion of such principal amount
outstanding
from time to time,
together with
interest on such unpaid principal balance,
as more fully provided below.
This
Revolving Promissory Note (this "Note") is executed
pursuant to a
Loan Agreement dated as of even date herewith between Borrower and Holder
(together with any and all extensions,
renewals,
modifications and restatements
thereof, the "Loan Agreement") and evidences advances under a revolving
acquisition, development and construction
loan (the "Loan").
Section 1 Definitions
As used
herein, the term
"Holder" shall mean Holder and any
subsequent
holder of this Note, whichever is applicable from time to time. Initially
capitalized terms used herein without definition shall have the meanings set
forth in the Loan Agreement. The Loan Agreement and all other
documents now or
hereafter executed in connection with the Loan are collectively referred to
herein as the "Loan Documents."
Section 2 Interest
(a) Except
as otherwise provided
herein, interest shall be computed and
shall accrue at a variable interest rate per annum equal to LIBOR plus 3.90%
with a floor rate of 6.90%, adjusted monthly on the first Business Day
of each
calendar month. As used herein,
"LIBOR" means the
average of interbank
offered
rates for 30-day dollar deposits in the London
market based on
quotations of
five major banks, as published from time to
time in The Wall Street Journal. In
the event that The Wall Street Journal ceases to be published or ceases to
publish such a compilation of interbank offered rates, the Borrower and the
Lender will agree on a substitute
source and method of
determining the interest
rate generally known as the one-month (or
30-day) LIBOR rate.
(b)
Interest shall be computed on the outstanding principal balance of
the
Loan on the basis of the actual number of days elapsed during the period for
which interest is being charged predicated
on a year consisting of three hundred
sixty (360) days.
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Section 3 Principal and Interest
Payments
(a)
Borrower shall make the principal payments required by Section 2.8
of
the Loan Agreement.
(b) On or
before the 5th Business Day of each month, commencing with the
first month after the Holder has made a
disbursement
pursuant to the terms
of
the Loan Agreement, the Holder shall send to Borrower
a statement setting forth
the amount of interest due for the previous month. Borrower shall pay the
interest due for the previous month on or before the 15th
calendar day of
the
month in which it has received the Holder's
statement of interest due.
(c) If any
payment of interest or principal to be made by Borrower
shall
become due on a day other than a Business
Day, such payment will
be made on the
next succeeding Business Day and such extension of time shall be
included in
computing any interest with respect to such
payment.
Section 4 Maturity Date
The unpaid
principal balance hereof, together with all unpaid
interest
accrued thereon, and all other amounts payable by Borrower under the
terms of
the Loan Documents shall be due and payable
on the first to occur (the "Maturity
Date") of (i) the date which is 48 months
after the date of this
Note, or (ii)
the date on which this Note is required to be repaid pursuant to the Loan
Agreement, including, without limitation,
Section 8.2 of the Loan Agreement. If
the Maturity Date should fall on a day
other than a Business Day, payment of the
outstanding principal and all unpaid
interest due under the
terms hereof shall
be made on the next succeeding Business Day and such extension of
time shall be
included in computing any interest in
respect of such payment.
Section 5 Prepayment
Except as
provided in the Loan
Agreement, Borrower
shall have the option
to prepay a Project Loan in full or in part
upon 30 days prior written notice to
the Holder. No Prepayment Premium or other penalty shall be required for
prepayments of any Project Loan.
Section 6 Manner of Payment
Principal
and interest are payable in lawful money of the United States
of
America. Payments shall be made in the
manner prescribed in Section 2.11 of the
Loan Agreement or in accordance
with such other
instructions
that Holder may
from time to time designate in writing.
Section 7 Applications of Payments; Late
Charges
(a)
Payments received by Holder pursuant to the terms hereof shall be
applied in the manner required by Section
2.12 of the Loan Agreement.
(b) If any
installment o
