Extension and Amendment Letter to Note Purchase Agreement for BXG Receivables Note Trust 2001-A (Resort Finance LLC, Bluegreen, Wilmington Trust)

Summary

This letter agreement, dated December 31, 2003, extends and amends the terms of the Note Purchase Agreement for the BXG Receivables Note Trust 2001-A. The parties involved are Resort Finance LLC (as Agent and Purchaser), BXG Receivables Note Trust 2001-A (Issuer), Bluegreen Corporation (Seller and Servicer), Bluegreen Receivables Finance Corporation V (Depositor), and Wilmington Trust Company (Owner Trustee). The agreement extends the commitment expiration date to September 30, 2004, increases the facility limit to $150 million, adjusts the funding rate, and sets new program and utilization fees. All other terms remain unchanged.

EX-10.115 3 d59041_ex10-115.txt EXTENSION LETTER 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 - -------------------------------------------------------------------------------- 160 Benmont Ave Suite 15 Bennington, VT 05201 ###-###-#### Fax: (802) 440-9615 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 continuing, the "Funding Rate" shall be as specified in the Note Purchase Agreement. 3. Notwithstanding the definition of "Facility Limit" in the Sale and Servicing Agreement, pursuant to the definition of "Facility Limit" therein, RFL, as Agent, hereby notifies you that the Facility Limit is $150,000,000 and the Commitments of the Purchasers under the Note Purchase Agreements is hereby increased to $150,000,000 accordingly. 4. Commencing with the February 2, 2004 Payment Date, on each Payment Date prior to the Facility Termination Date, the Issuer will be required to pay to the Agent a program fee ("Program Fee") equal to the product of the Facility Limit and 1/12 of 0.25%. 5. On each Payment Date after the execution of this letter agreement and prior to the Facility Termination Date, the Issuer will be required to pay a utilization fee ("Utilization Fee") equal to the product of (i) the product of (x) a fraction, the numerator of which is equal to the Utilization Rate (as defined below) and the denominator of which is 360 and (y) the number of days elapsed since the Payment Date immediately preceding such Payment Date and (ii) the average daily Note Principal Balance for the period from the Payment Date immediately preceding such Payment Date to the day prior to such Payment Date. The "Utilization Rate" shall equal the weighted average of, with respect to the portion of the average daily Note Principal Balance (A) equal to or less than $100,000,000 (1) prior to and including June 30, 2004, 2.00% and (2) after June 30, 2004, 2.25%, (B) in excess of $100,000,000 but less than or equal to $125,000,000, 3.00% and (C) in excess of $125,000,000 but less than or equal to $150,000,000, 3.25%. 6. The Program Fees and Utilization Fees shall be paid pursuant to Section 3.2 of the Sale and Servicing Agreement. The Issuer is hereby notified that this letter agreement shall constitute the "Fee Letter" for purposes of Section 2.3(a) of the Note Purchase Agreement, this letter agreement supersedes the description of fees contained in the October Extension Letter in its entirety and this letter agreement shall constitute a Related Document for all purposes of the Indenture and the Note Purchase Agreement, and that the failure to pay the Fees set forth in this letter agreement shall constitute an Amortization Event for purposes of Section 5.1 of the Indenture. 7. Other than as specified in the paragraphs above, all other terms of the Note Purchase Agreement and other Transaction Documents shall continue in full force and effect. This letter agreement supercedes the October Extension Letter. 8. This letter agreement shall be governed by the laws of the State of New York. Please signify your agreement to and acceptance of the foregoing by executing this letter agreement in the space provided below. Very truly yours, RESORT FINANCE LLC, as Agent and Purchaser By: /S/ THOMAS A. PERROTT --------------------- Name: THOMAS A. PERROTT Title: VICE PRESIDENT Agreed to and accepted as of the date first above written: BXG RECEIVABLES NOTE TRUST 2001-A By: Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee By: /S/ PATRICIA A. EVANS --------------------- Name: PATRICIA A. EVANS Title: ASSISTANT VICE PRESIDENT BLUEGREEN CORPORATION, as Seller and Servicer By: /S/ JOHN F. CHISTE ------------------ Name: JOHN F. CHISTE Title: SR. VP, TREASURER BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor By: /S/ ALLAN J. HERZ ----------------- Name: ALLAN J. HERZ Title: PRESIDENT & SECRETARY cc: U.S. Bank Trust National Association