NBAZ-Bluegreen-Amendment, dated September 29, 2023, to Loan and Security Agreement, among Bluegreen Vacations Corporation and Bluegreen Vacations Unlimited, Inc. jointly and severally, as Borrowers, the Lenders party thereto, and Zions Bancorporation, N.A., dba National Bank of Arizona as Administrative Agent, Arranger and Bookrunner, dated October 4, 2022

1. Amendments to Loan Agreement. 

(a) The following definitions in Section 1.1 of the Loan Agreement are amended and restated to read as follows:

(1) prior to the time the Release Percentage is recalculated as set forth in (2) below, the Release Percentage shall be equal to [29.4%] of the sales price of each Closing Timeshare that is sold to a Purchaser and is to be released from the lien of the Mortgage;

(2) Effective as of the Monthly Payment Date occurring in each of April, July, October and January throughout the Term commencing with the Monthly Payment Date occurring on January 20, 2024, and at the written request of Borrower to Administrative Agent, the Release Percentage shall be recalculated to equal (a) the then unpaid principal balance of the Loan (plus the portion remaining to be advanced, if any) divided by (b) the product of (i) the total unsold Vacation Points in the then Encumbered Timeshare Product;

(b) The first sentence in Section 2.1 of the Loan Agreement is amended and restated to read:  “Upon the terms and subject to the conditions set forth in this Agreement, Lenders, ratably in accordance with the respective Commitments, shall loan to or for the account of Borrower, and Borrower shall borrow and repay, the Loan in the maximum principal amount of $87,600,000, the proceeds of which will be used by Borrower (together with equity) for the purposes set forth in Section 2.3 below.”

(c) Section 2.3 of the Loan Agreement is amended and restated to read as follows:

(d) Section 2.8(c)(ii) of the Loan Agreement is amended and restated to read as follows:

(e) Section 2.9(b) of the Loan Agreement is amended and restated to read as follows:

(f) The second sentence in Section 8.6(c) of the Loan Agreement is amended and restated to read as follows:  “Provided no Event of Default or Default then exists, Borrower may request, not more than once per calendar quarter, a release of the Improvement Funds in an amount not to exceed (a) the 55% of the cumulative hard and soft costs actually incurred by Borrower for the Post-Closing Improvements (as established by evidence reasonably satisfactory to Administrative Agent and certified correct by BVU), less (b) any Improvement Funds already disbursed to Borrower for payment of the Post-Closing Improvements (the “Maximum Disbursement Amount”).”

(g) The last sentence of Section 8.6(f)(i) of the Loan Agreement is amended and restated to read as follows:  “The Loan shall be “in balance” only at such times as Borrower has invested sufficient funds into the payment of Post-Closing Improvements so that, in Administrative Agent’s commercially reasonable judgment, the undisbursed portion of the Improvement Funds shall be sufficient to complete and reimburse Borrower for fifty five percent (55%) of the Post-Closing Improvements.”

(h) The last sentence in Section 8.7 of the Loan Agreement is amended and restated to read as follows:  “BVU will begin the sale of Encumbered Timeshare Product through the Vacation Club on or before October 4, 2024.”

(i) Schedule 2.1 of the Loan Agreement is amended and restated to read as follows:

(j) Exhibit K to the Loan Agreement is amended so that the applicable percentage referenced in paragraph 4 is reduced from 70% to 55%.

2. Amendment to Promissory Notes.  Each of the Promissory Notes issued by to Lenders are amended to reflect that the principal face of such notes are reduced to be consistent with the applicable Lender’s commitment as set forth in Schedule 2.1, as amended.

3. Conditions to Effectiveness and Consummation of the Amendment.  This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which the following conditions have been satisfied:

(a) the Administrative Agent (or its counsel) shall have received from the Borrower counterparts of this Amendment,  signed on behalf of the Borrower and the other applicable parties thereto;

(b) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request including a certification of the identity, authority and capacity of each officer or officers of the Borrower authorized to act in connection with this Amendment and any other legal matters relating to the Borrower, the Amendment and the other documents executed in connection therewith, all in form and substance satisfactory to the Administrative Agent and its counsel;

(c) the Administrative Agent shall have received such financial information and projections, regarding the Borrower as Administrative Agent may reasonably request;

(d) the Borrower shall have paid Administrative Agent the following: (i) $86,600.00, for the ratable benefit of the Lenders, which shall be fully earned when paid, and (ii) all of the reasonable expenses incurred by the Administrative Agent in connection with the transactions contemplated by this Amendment, including, without limitation, the reasonable fees and disbursements of Administrative Agent’s attorneys and their staff, and any recording and filing fees, charges and expenses;

(e) There shall have been no event, circumstance or occurrence that could reasonably be expected to have a Material Adverse Change; and

(f) no Default or Event of Default exists.

4. Representations and Warranties.  To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders that, as of the Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Amendment Effective Date:

(a) this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes, and the Loan Agreement, as amended hereby on the Amendment Effective Date, will constitute, its legal, valid and binding obligation, enforceable against each of the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and implied covenants of good faith and fair dealing.

(a) The representations and warranties of the Borrower set forth in the Loan Documents are, after giving effect to this Amendment, true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

(b) After giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing on the Amendment Effective Date.

5. Effect of Amendment.      Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Administrative Agent under the Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Loan Agreement or entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document in similar or different circumstances.  This Amendment shall apply to and be effective only with respect to the provisions of the Loan Agreement and the other Loan Documents specifically referred to herein.

(a) On and after the Amendment Effective Date, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Loan Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Loan Agreement, as amended hereby. 

6. Reaffirmation.  The Borrower hereby reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and its obligations thereunder, and agrees and

7. Originally Executed Documents.  As an express condition to Lenders making any Loan advance(s) to Borrower based upon Administrative Agent’s receipt of fully-executed imaged copies of this Amendment, Borrower shall deliver to Administrative Agent fully-executed Amendment documents with original hand-written signatures (i.e., wet signatures) of the Borrower on or before thirty (30) days from the date of this Amendment, and the Borrower’s failure to do so on or before such date shall constitute an Event of Default under the Loan Agreement and the Loan Documents.  Notwithstanding the foregoing, Borrower and Administrative Agent agree that the this Amendment may be signed and transmitted by electronic mail of a .PDF document and thereafter maintained in imaged or electronic form, and that such imaged or electronic record shall be valid and effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. The Borrower and the Administrative Agent further agree that the signatures appearing on this Amendment (whether in imaged or other electronic format) shall be treated, for purpose of validity, enforceability and admissibility, the same as hand-written signatures. This Amendment may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument.

8. Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Arizona.

9. Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.