ACQUISITION, CONSTRUCTION AND RECEIVABLE LOAN, SECURITY AND AGENCY AGREEMENT

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EXHIBIT 10.173

ACQUISITION, CONSTRUCTION AND RECEIVABLE

LOAN, SECURITY AND AGENCY AGREEMENT

among

BLUEGREEN VACATIONS UNLIMITED, INC.

and

BLUEGREEN CORPORATION

(as Borrowers)

and

THE PARTIES WHICH HEREAFTER EXECUTE THIS AGREEMENT

(as Lenders)

and

TEXTRON FINANCIAL CORPORATION

(as Lender and Facility and Collateral Agent)

As of December 22, 2003

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ACQUISITION, CONSTRUCTION AND RECEIVABLE

LOAN, SECURITY AND AGENCY AGREEMENT

THIS ACQUISITION, CONSTRUCTION AND RECEIVABLE LOAN, SECURITY AND AGENCY

AGREEMENT, dated as of December 22, 2003, entered into by and among BLUEGREEN

VACATIONS UNLIMITED, INC., a Florida corporation ("Bluegreen Vacations

Unlimited, Inc.") and BLUEGREEN CORPORATION, a Massachusetts corporation

("Bluegreen Corporation", and together with Bluegreen Vacations Unlimited, Inc.,

singly and collectively the "Borrower"), and the parties, including TEXTRON

FINANCIAL CORPORATION ("TFC"), a Delaware corporation, that execute and deliver

this Agreement in their respective capacities as lenders hereunder

(collectively, the "Lenders" and each individually, a "Lender") and TEXTRON

FINANCIAL CORPORATION as facility agent and collateral agent ("Agent").

W I T N E S S E T H:

WHEREAS, Borrower is engaged in the business of acquiring, constructing,

developing, owning, managing, selling and otherwise dealing with Intervals at

the Resorts (as each such term is hereafter defined);

WHEREAS, Borrower has requested that Lenders, including Textron Financial

Corporation, make a loan or loans to Borrower to be used by Borrower for the

sole purpose of acquiring, constructing, developing, renovating, rehabilitating,

refitting, furnishing and equipping the Marathon Key Resort (as such term is

hereafter defined), and each Lender, including Textron Financial Corporation,

has agreed, subject to the terms and conditions of this Agreement, to make such

a loan or loans to Borrower in a maximum aggregate amount as set forth opposite

each Lender's name on Schedule A-1 attached hereto and made a part hereof, as

the same may hereafter be amended from time to time;

WHEREAS, furthermore Borrower, in order to provide liquidity in connection

with its sale of Intervals at the Resorts, has entered into this Agreement

whereby each Lender, including Textron Financial Corporation, will also, subject

to the terms and conditions set forth herein, agree to make a loan or loans to

Borrower in a maximum aggregate amount as set forth opposite each Lender's name

on Schedule A-2 attached hereto and made a part hereof, as the same may

hereafter be amended from time to time; and

WHEREAS, in connection with the Loans to be made by Lenders pursuant to

this Agreement, Textron Financial Corporation has agreed to act as facility

agent and collateral agent for the other Lenders and to perform such duties with

respect to the Loans as are expressly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, and for other good and valuable consideration, the

receipt and adequacy of which are acknowledged, the parties to this Agreement,

intending to be legally bound, agree as follows:

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SECTION 1 -- DEFINITION OF TERMS

1.1 Capitalized terms used in this Agreement are defined in this Section

1.1. The definitions include the singular and plural forms of the terms defined.

(a) Acquisition/Construction Advance. The term "Acquisition/Construction

Advance" shall mean a portion of the proceeds of the Loans advanced by Lenders

to Borrower in accordance with the terms of this Agreement, the proceeds of

which Advance (as such term is hereafter defined) are to be used by Borrower

solely for the acquisition, construction, development, renovation,

rehabilitation, refitting, furnishing and equipping of Marathon Key Resort, as

provided herein.

(b) Acquisition/Construction Loan Component. The term

"Acquisition/Construction Loan Component" shall mean the portion of the Loan or

Loans in amount not to exceed $11,800,000 at any time made to Borrower in

accordance with Section 2.1 hereof and to be used by Borrower solely for the

acquisition, development, construction, renovation, rehabilitation, refitting,

furnishing and equipping of the Marathon Key Resort as provided herein.

Note" shall mean the secured promissory note, in the form attached hereto and

made a part hereof as Exhibit A, dated the date hereof and executed and

delivered by each Borrower to TFC, as agent for each Lender, evidencing the

Acquisition/Construction Loan Component.

(d) Acquisition/Construction Loan Maturity Date. The term

"Acquisition/Construction Loan Component Maturity Date" shall mean January 1,

2006.

(e) Additional Eligible Resorts or Additional Eligible Resort. The terms

"Additional Eligible Resorts" and "Additional Eligible Resort" shall have the

meanings ascribed to such terms in Section 3.7 hereof.

(f) Advance. A portion of the proceeds of the Loan advanced from time to

time by Lenders to Borrower in accordance with the terms of this Agreement,

including a Revolving Loan Advance (as hereinafter defined) and an

Acquisition/Construction Advance.

(g) Affidavit of Borrower. The term "Affidavit of Borrower" shall mean a

sworn affidavit of each Borrower, and such other parties as TFC may require, to

the effect that all statements, invoices, bills and other expenses incident to

the acquisition, construction, development, renovation, rehabilitation,

refitting, furnishing and equipping of the Marathon Key Resort (as hereafter

defined) incurred to a specific date, have been paid in full, except for (a)

amounts retained pursuant to any Construction Contract (as hereafter defined)

and (b) items to be paid from the proceeds of an Acquisition/Construction

Advance as approved in writing by TFC as provided in this Agreement.

(h) Affiliate. Any party controlled by, controlling, or under common

control with, either Borrower.

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(i) Agreement. This Acquisition, Construction and Receivable Loan,

Security and Agency Agreement by and among Borrower, Agent and each Lender which

executes this Agreement (including the Exhibits and Schedules to it), as it may

be amended from time to time.

(j) Application for Acquisition/Construction Advance. The term

"Application for Acquisition/Construction Advance" shall mean a written

application to TFC in the form of Exhibit B attached hereto and made a part

hereof, by Borrower and such other parties as TFC may require, requesting an

Acquisition/Construction Advance for the payment of the items described therein,

or for the reimbursement to Borrower of amounts previously paid by Borrower, for

the acquisition, construction, development, renovation, rehabilitation,

refitting, furnishing and equipping of the Marathon Key Resort through the date

of such Advance as described therein. Borrower shall attach to each Application

for Acquisition/Construction Advance a schedule specifying by name, current

address, and amount, all amounts owed to all independent third parties to whom

Borrower is obligated for labor, materials, or services supplied for the

acquisition, construction, development, renovation, rehabilitation, refitting,

furnishing and equipping of the Marathon Key Resort and all other expenses

incident thereto, and specifying those budgeted items which have been performed

by Borrower's Agents (as hereafter defined). The Application for

Acquisition/Construction Advance also shall contain an Affidavit of each

Borrower, accompanied, where required by TFC, by an AIA Application and

Certification for Payment signed by the Architect and Contractor, and such

schedules, affidavits, releases, waivers, statements, invoices, bills, and other

documents as TFC and the Title Company may reasonably request.

(k) Approved Budget. The term "Approved Budget" shall mean the budget

attached as Schedule B attached hereto and made a part hereof, or such other

budget as may hereafter be approved by TFC in writing, for the acquisition,

construction, development, renovation, rehabilitation, refitting, furnishing and

equipping of the Marathon Key Resort. The Approved Budget also includes any

decreases or increases as permitted under this Agreement.

(l) Approved Construction Schedule. The term "Approved Construction

Schedule" shall mean the schedule and order of construction of the Improvements

(as hereafter defined) set forth in Schedule C attached hereto and made a part

hereof, or such other schedule as may hereafter be approved by TFC in writing,

and any modifications permitted in accordance with this Agreement.

(m) Approved Delegate. The term "Approved Delegate" shall have the meaning

ascribed to such term in Section 13.10(a) hereof.

(n) Architect. The term "Architect" shall mean Bender and Associates, the

architect for design of the plans and specifications for the Improvements at

Marathon Key Resort, or any successor architect approved by the TFC.

(o) Architect's Consent. The term "Architect's Consent" shall mean the

consent of the Architect to the Assignment of Architectural Contract, in the

form attached thereto.

(p) Architectural Contract. The term "Architectural Contract" shall mean

AIA Document B141 Standard Form of Agreement between Borrower and Architect

entered into or to be entered into by Owner and Architect for architectural

services relating to the construction, development, renovation and

rehabilitation of the Marathon Key Resort, and in form and substance reasonably

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acceptable to TFC, as the same may be amended from time to time with TFC's prior

written approval, which approval TFC agrees not to unreasonably withhold or

delay.

(q) Assignment of Architectural Contract. The term "Assignment of

Architectural Contract" shall mean that certain Assignment of Architectural

Contract and Plans and Specifications, dated as of the date hereof, by Borrower

to Agent, as agent on behalf of each Lender, in the form attached hereto and

made a part hereof as Exhibit C, the same may be amended or modified from time

to time.

(r) Assignment of Construction Contract. The term "Assignment of

Construction Contract" shall mean that certain Assignment of Construction

Contract, dated as of the date hereof, by Borrower to Agent, as agent on behalf

of each Lender, in the form attached hereto and made a part hereof as Exhibit D,

as the same may be amended or modified from time to time.

(s) Assignment of Management Agreement. The term "Assignment of Management

Agreement" shall mean an assignment, in the form attached hereto and made a part

hereof as Exhibit F, by Borrower to Agent on behalf of each Lender, of all of

Borrower's rights under each management agreement for the Marathon Key Resort.

(t) Assignment of Notes Receivable and Mortgages. The term "Assignment of

Notes Receivable and Mortgages" shall mean a recordable assignment of notes

receivable and mortgages, in the form attached hereto and made a part hereof as

Exhibit G, made by Borrower in favor of Agent, as agent for each Lender,

evidencing the assignment to Agent, as agent for each Lender, of all of the

Pledged Notes Receivable and Mortgages.

(u) Assignment of Plans and Permits. The term "Assignment of Plans and

Permits" shall mean the assignment, in the form attached hereto and made a part

hereof as Exhibit H, by Borrower to Agent, on behalf of each Lender, of all

Plans and Permits (as such terms are hereafter defined).

(v) Assignment of Rents and Leases. The term "Assignment of Rents and

Leases" shall mean that certain Assignment of Rents and Leases, dated as of the

date hereof, in the form attached hereto and made a part hereof as Exhibit E, by

Borrower to Agent, as agent on behalf of each Lender, assigning to Agent on

behalf of each Lender, all of Borrower's rights under each lease, sublease,

license, occupancy and other possessory agreements with respect to the Marathon

Key Resort, together with all rents, revenues, room charges, tariffs, royalties,

fees and income related thereto.

(w) Intentionally Omitted.

(x) Borrower's Agents. The term "Borrower's Agents" shall mean the

employees, officers, directors, managers, executives and persons owning or

controlling a controlling interest in each Borrower or any Affiliate of each

Borrower. "Controlling interest" shall mean the ownership or right to vote 5% or

more of the capital stock of each Borrower.

(y) Borrower's Certificate and Request for Advance. The term "Borrower's

Certificate and Request for Advance" shall mean the form attached hereto and

made a part hereof as Exhibit J, as the same may be modified from time to time.

<PAGE>

(z) Borrowing Base. With respect to each Eligible Note Receivable pledged

to the Agent, as agent for Lenders, in connection with each Revolving Loan

Advance, an amount equal to ninety percent (90%) of the remaining principal

balance of each such Eligible Note Receivable.

(aa) Borrowing Base Report. The term "Borrowing Base Report" shall have

the meaning ascribed to such term in Section 2.5(b) and shall be in the form

attached hereto and made a part hereof as Exhibit P.

(bb) Business Day. Each day which is not a Saturday, a Sunday or a legal

holiday under the laws of the State of Rhode Island, the State of Connecticut or

the State of Florida.

(cc) Capital Adequacy Events. The term "Capital Adequacy Events" shall

have the meaning ascribed to such term in Section 2.11 hereof.

(dd) Closing Date. The date of this Agreement.

(ee) Code. The Uniform Commercial Code in force in the State of Rhode

Island as amended from time to time.

(ff) Collateral. The term "Collateral" shall have the meaning ascribed to

such term in Section 3 hereof.

(gg) Collateral Data Report. The term "Collateral Data Report" shall have

the meaning ascribed to such term in Section 2.5(b) hereof and shall be in the

form attached hereto and made a part hereof as Exhibit L.

(hh) Collection Costs. The term "Collection Costs" shall have the meaning

ascribed to such term in Section 2.8(a) hereof.

(ii) Commitment. The term "Commitment" shall refer singly to the

obligation of each Lender to make a Loan or Loans to the Borrower in an

aggregate amount not to exceed the amount set forth on Schedule A-1 and Schedule

A-2 hereto, as the case may be, as the same may hereafter be amended from time

to time, for each Lender and collectively the aggregate amount of all Loans to

be made by all Lenders hereunder.

(jj) Commitment Fee. The term "Commitment Fees" shall mean commitment fees

for the Acquisition/Construction Loan Component and the Revolving Loan Component

in the amounts and payable as provided in Section 2.12 hereof.

(kk) Commitment Letter. The term "Commitment Letter" shall mean the

commitment letter dated June 27, 2003, along with any extensions thereto, issued

by TFC with respect to the Loan.

(ll) Common Elements. All common elements at a Resort, including but not

limited to any limited common elements, as each such common element is defined

or provided for in the applicable Declaration or other Timeshare Documents.

<PAGE>

(mm) Completion. The term "Completion" shall mean the substantial

completion of the construction, development, renovation and rehabilitation of

the Improvements at the Marathon Key Resort in accordance with the Approved

Budget, the Approved Construction Schedule, the Construction Contracts, the

Architectural Contract, this Agreement and the Plans, as evidenced by: (a) a

permanent certificate of occupancy or its equivalent, if applicable, permitting

legal occupancy of the Marathon Key Resort, including each Unit and all related

facilities and amenities, issued by the local Governmental Authorities with

jurisdiction over construction, development, renovation, rehabilitation, use and

occupancy of the Marathon Key Resort, (b) a certificate of the Contractor and

Borrower in form and substance reasonably satisfactory to TFC regarding

completion of the construction, development, renovation and rehabilitation of

the Marathon Key Resort, and (c) a certificate of completion of the Inspecting

Architects/Engineers and Borrower regarding construction, development,

renovation and rehabilitation of the Marathon Key Resort in form and substance

reasonably satisfactory to TFC.

(nn) Construction Contracts. The term "Construction Contracts" shall mean

the AIA Document A111 Standard Form of Agreement Between Owner and Contractor

entered into or to be entered into by Owner and Contractor and any other

contract for construction, development, renovation and rehabilitation of the

Marathon Key Resort, each in form and substance reasonably acceptable to TFC, as

the same may be amended from time to time with TFC's prior written approval,

which approval TFC agrees not to unreasonably withhold.

(oo) Contractor. The term "Contractor" shall mean the general contractor

to be retained by Borrower for the completions of the Improvements in accordance

with the Approved Budget, the Construction Contracts, the Approved Construction

Schedule, the Plans and this Agreement, or any successor contractor, as approved

by TFC.

(pp) Contractor's Consent. The term "Contractor's Consent" means the

consent of the Contractor to the Assignment of Construction Contract, in the

form attached thereto.

(qq) Custodian. Lender's exclusive agent, custodian and bailee, who shall

be such Person or Persons designated by Borrower and approved by Agent in its

sole and absolute discretion, for the purposes of maintaining possession and

control of: (i) the original Pledged Notes Receivable, (ii) the original

Mortgages, (iii) the original Owner Beneficiary Agreement or other purchase

contract (including addendum) related to such Pledged Notes Receivable and

Mortgages, (iv) the original mortgage title policy for each Mortgage, and (v)

originals or true copies of the related truth in lending disclosure, loan

application, warranty deed, and, if required by Agent, the related Purchaser's

acknowledgement receipt and the Exchange Company application and disclosures, as

provided in Section 3.6.

(rr) Custodial Agreement. The term "Custodial Agreement" shall mean the

agreement, in form and substance reasonably acceptable to TFC, between Borrower,

TFC and Custodian for the purposes of maintaining possession and control on

behalf of and as agent for each Lender of: (i) the original Pledged Notes

Receivable, (ii) the original Mortgages, (iii) the original Owner Beneficiary

Agreement or other purchase contract (including addendum) related to such

Pledged Notes Receivable and Mortgages, (iv) the original mortgage title policy

for each Mortgage, and (v) originals or true copies of the related truth in

lending disclosure, loan application, warranty deed,

<PAGE>

and, if required by Agent, the related Purchaser's acknowledgement receipt and

the Exchange Company application and disclosures.

(ss) Debtor Relief Laws. Any applicable liquidation, conservatorship,

bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar

law, proceeding or device providing for the relief of debtors from time to time

in effect and generally affecting the rights of creditors.

(tt) Declaration or Declarations. With respect to each Resort, the

applicable Declaration or Declarations described on Schedule D attached hereto

and made a part hereof.

(uu) Deeded Timeshare Interest. A Timeshare Interest represented by a

limited warranty deed issued by Bluegreen Vacations Unlimited, Inc. in the name

of the Trustee.

(vv) Default. An event or condition the occurrence of which immediately is

or, with a lapse of time or the giving or notice or both, becomes an Event of

Default.

(ww) Default Rate. The term "Default Rate" shall have the meaning given to

such term in the Note.

(xx) Division or Commission. The Governmental Authority of each state in

which a Resort is located, having jurisdiction over the establishment and

operation of the Resort in question and the sale of Intervals at such Resort.

(yy) Intentionally Omitted.

(zz) Eligible Notes Receivable. Those Pledged Notes Receivable which

satisfy each of the following criteria:

(i) Either Borrower shall be the sole payee;

(ii) it arises from a bona fide sale by either Borrower of one

or more Intervals;

(iii) the Interval sale from which it arises shall not have been

cancelled by Purchaser, and any statutory or other

applicable cancellation or rescission period shall have

expired and the Interval sale is otherwise in compliance

with this Agreement;

(iv) the Pledged Note Receivable is generated from the sale of

an Interval and it is secured by a Mortgage on the

purchased Interval;

(v) principal and interest payments on it are payable to

either Borrower in legal tender of the United States;

(vi) payments of principal and interest on it are payable in

equal monthly installments;

<PAGE>

(vii) it shall have an original term of no more than one hundred

twenty (120) months;

(viii) a cash down payment has been received from Purchaser or

the maker in an amount equal to at least ten percent (10%)

of the actual purchase price of each Interval, and

Purchaser shall have received no cash or other rebates of

any kind;

(ix) Intentionally Omitted.

(x) no monthly installment is more than thirty (30) days

contractually past due at the time of an Advance in

respect of such Eligible Note Receivable, or more than

sixty (60) days contractually past due at any time;

(xi) the rate of interest payable on the unpaid balance is at

least the rate required so that when the Advance is made

in respect of such Eligible Note Receivable the average

interest rate on all Eligible Notes Receivable in respect

of which Advances are outstanding shall not be less than

fifteen percent (15%) per annum at any time provided,

however, that the interest rate on each such Pledged Note

Receivable shall not be less than eleven and 90/100

percent (11.9%) per annum;

(xii) subject to the rules of the Vacation Club, Purchaser of

the related Interval has immediate access, for the

timeshare period related to such purchase, to the Interval

described in the Mortgage securing such Eligible Note

Receivable, which Interval has been completed, developed,

and furnished in accordance with the specifications

provided in the Purchaser's Owner Beneficiary Agreement or

other purchase contract, public offering statement and

other Timeshare Documents; and Purchaser has, subject to

the terms of the Declaration, Owner Beneficiary Agreement

or other purchase contract, public offering statement and

other Timeshare Documents, complete and unrestricted

access to the related Interval and the Resort;

(xiii) neither Purchaser of the related Interval or any other

maker of the Note is a Borrower's Agent or an Affiliate of

either Borrower;

(xiv) Purchaser or other maker has no claim against either

Borrower and no defense, set-off or counterclaim with

respect to the Note Receivable;

(xv) the maximum remaining principal balance of any such Note

Receivable shall not exceed $30,000 and the total maximum

remaining principal balance of all Notes Receivable

executed by any one Purchaser or other maker shall not

exceed $50,000 in the aggregate (or such greater amount as

may be approved in writing in advance by TFC);

<PAGE>

(xvi) it is executed by a U.S. resident; provided, however, that

no more than twenty percent (20%) of the outstanding

principal balance of all Eligible Notes Receivable may at

any time be comprised of Notes Receivable executed by

Canadian residents, and, to the extent such outstanding

principal balance of such Notes exceeds twenty percent

(20%), they shall not be considered Eligible Notes

Receivable;

(xvii) the original of such Note Receivable has been endorsed to

Agent and delivered to Custodian as provided in this

Agreement, and the terms thereof and all instruments

related thereto shall comply in all respects with all

applicable federal and state laws and the regulations

promulgated thereunder;

(xviii) the Unit in which the Interval being financed is located,

shall not be subject to any Lien which is not previously

consented to in writing by Agent.

(xix) all accrued and payable applicable taxes and other

assessments on the related Interval have been paid in

full; and

(xx) corporations, partnership or trusts may be allowed as

obligors under a Pledged Note Receivable subject to TFC's

prior written approval.

(aaa) Encumbered Intervals. The Intervals subject to the Mortgages.

(bbb) Environmental Indemnification Agreement. The term "Environmental

Indemnification Agreement" shall mean the Environmental Indemnification

Agreement, in the form attached hereto and made a part hereof as Exhibit K, to

be made by Borrower to Lenders pursuant to this Agreement, as the same may be

amended from time to time.

(ccc) Environmental Laws. Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended from time to time ("CERCLA"),

the Resource Conservation and Recovery Act of 1976, as amended from time to time

("RCRA"), the Superfund Amendments and Reauthorization Act of 1986, as amended,

the federal Clean Air Act, the federal Clean Water Act, the federal Safe

Drinking Water Act, the federal Toxic Substances Control Act, the federal

Hazardous Materials Transportation Act, the federal Emergency Planning and

Community Right to Know Act of 1986, the federal Endangered Species Act, the

federal Occupational Safety and Health Act of 1970, the federal Water Pollution

Control Act, all state and local environmental laws, rules and regulations of

each state in which a Resort is located, as all of the foregoing legislation may

be amended from time to time, and any regulations promulgated pursuant to the

foregoing; together with any similar local, state or federal laws, rules,

ordinances or regulations either in existence as of the date hereof, or enacted

or promulgated after the date of this Agreement, that concern the management,

control, storage, discharge, treatment, containment, removal and/or transport of

Hazardous Materials or other substances that are or may become a threat to

public health or the environment; together with any common law theory involving

Hazardous Materials or substances which are (or alleged to be) hazardous to

human health or the environment, based on nuisance, trespass, negligence, strict

<PAGE>

liability or other tortuous conduct, or any other federal, state or local

statute, regulation, rule, policy, or determination pertaining to health,

hygiene, the environment or environmental conditions.

(ddd) Event of Default. Defined in Section 8.1 of this Agreement.

(eee) Excess Funding. The term "Excess Funding" shall have the meaning

ascribed to such term in Section 2.9(b) hereof.

(fff) Exchange Company. The term "Exchange company" shall mean RCI or

Interval International or any successor approved in writing by TFC, which

approval TFC agrees not to unreasonably withhold.

(ggg) Financial Statements. The tax returns and balance sheets and

statements of income and expense of each Borrower, and the related notes and

schedules delivered by each Borrower to TFC prior to the date of this Agreement

and provided for in Section 4.1 of this Agreement; and the monthly, quarterly

and annual financial statements and reports required to be provided to TFC

pursuant to Section 7.1(h) (i), (ii), (iii), (iv), (v), (vi), (xi) and (xii).

(hhh) Fiscal Year. The term "Fiscal Year" shall have the meaning ascribed

to such term in Section 7.1(h)(iii) hereof.

(iii) GAAP. Generally accepted accounting principles, applied on a

consistent basis, as described in Opinions of the Accounting Principles Board of

the American Institute of Certified Public Accountants and/or in statements of

the Financial Accounting Standards Board which are applicable in the

circumstances as of the date in question.

(jjj) Governmental Requirements. The term "Governmental Requirements"

shall mean all federal, state, and local rules, regulations, ordinances, laws,

and statutes which affect the use and occupancy of the Resorts, the completion,

use and occupancy of the Improvements, or Borrower's right to create or sell

Intervals.

(kkk) Governmental Authority or Governmental Authorities. The terms

"Governmental Authority" and "Governmental Authorities" means the United States

of America and the state, county and town in which a Resort is located, and all

other governmental authorities having jurisdiction over Borrower, the Resorts,

or the creation or sale of Intervals.

(lll) Hazardous Materials. "Hazardous substances," "hazardous waste" or

"hazardous constituents," "toxic substances", or "solid waste", as defined in

the Environmental Laws, and any other contaminant or any material, waste or

substance which is petroleum or petroleum based, asbestos, polychlorinated

biphenyls, flammable explosives, or radioactive materials.

(mmm) Improvements. The term "Improvements" means the construction,

renovation, rehabilitation and development of all improvements at the Marathon

Key Resort as a 58 Unit timeshare resort consisting of 13 hotel units, 24 one

bedroom Units and 21 two bedroom Units, as provided in the Architectural

Contract, the Construction Contracts, this Agreement and the Plans.

<PAGE>

(nnn) Improvements Completion Date. The term "Improvements Completion

Date" shall mean the deadline for completion of each element of construction,

development, renovation and rehabilitation of the Improvements as set forth on

the Approved Construction Schedule, which shall not be later than October 1,

2004.

(ooo) Indemnified Lender Parties. The term "Indemnified Lender Parties"

shall have the meaning ascribed to such term in Section 7.1(v) hereof.

(ppp) Ineligible Notes Receivable. The term "Ineligible Notes Receivable"

shall have the meaning ascribed to such term in Section 2.9(b) hereof

(qqq) Initial Revolving Loan Advance. The term "Initial Revolving Loan

Advance" shall mean the first Advance under the Revolving Loan Component, which

shall occur not later than the Initial Revolving Loan Advance Date.

(rrr) Initial Revolving Loan Advance Date. The term "Initial Revolving

Loan Advance Date" shall mean the earlier of: (i) the date on which the Initial

Revolving Loan Advance is made, or (ii) March 1, 2004.

(sss) Inspecting Architects/Engineers. The term "Inspecting

Architects/Engineers" shall mean such employees, representatives, and agents of

TFC or other third parties, who may, from time to time, conduct inspections of

the Improvements, the Marathon Key Resort and other Resorts, review Borrower's

compliance with the Agreement or perform other services related thereto, the

costs of which are to be borne by Borrower, provided, however, that if no

Default or Event of Default has occurred, Borrower shall not be required to bear

the expense of more than two (2) such inspections per year.

(ttt) Interest Rate. The term "Interest Rate" shall mean: (i) with respect

to the Acquisition/Construction Loan Component, a variable rate of interest,

adjusted as of the first Business Day of each month, equal to the sum of the

Prime Rate (as defined hereafter), plus one and one-quarter percent (1.25%) per

annum, but in no event less than six and one-quarter percent (6.25%) per annum

(the "Acquisition/Construction Loan Component Interest Rate"); and (ii) with

respect to the Revolving Loan Component, a variable rate of interest, adjusted

as of the first Business Day of each month, equal to the sum of the Prime Rate,

plus one percent (1.0%) per annum, but in no event, less than six percent (6.0%)

per annum (the "Revolving Loan Component Interest Rate"). Interest shall be

computed on the average monthly outstanding principal balance of the component

in question at the applicable interest rate on the basis of a 360-day year and

twelve 30 day months.

(uuu) Intentionally Omitted.

(vvv) Interval. A Timeshare Interest compromised of a right to use and

occupy a Unit for a certain period of time each year or every other year in

perpetuity coupled with an undivided fee simple estate or an estate for years

therein acquired pursuant to an Owner Beneficiary Agreement.

(www) Inventory Control Procedures. The term "Inventory Control

Procedures" shall have the meaning ascribed to such term in Section 6.24 hereof.

<PAGE>

(xxx) Lender Advance Report. The term "Lender Advance Report" shall have

the meaning ascribed to such term in Section 2.5(b) hereof.

(yyy) Lien. Any interest in property securing an obligation owed to, or

claim by, a Person other than the owner of such property, whether such interest

arises in equity or is based on the common law, statute, or contract.

(zzz) Loan or Loans. The terms "Loan" and "Loans" mean, as the context

requires, singly each loan and collectively all loans made by the Lenders to

either Borrower pursuant to this Agreement. The Loan shall consist of the

Revolving Loan Component in a maximum amount not to exceed $30,000,000 and the

Acquisition/Construction Loan Component in a maximum amount not to exceed

$11,800,000, which amounts shall be repaid as provided in Section 2.8 hereof.

Notwithstanding the foregoing, the maximum outstanding principal balance of the

Loan shall not exceed $30,000,000 at any time.

(aaaa) Loan Documents. Collectively, this Agreement and the following

documents and instruments listed below as such agreements, documents,

instruments or certificates may be amended, renewed, extended, restated or

supplemented from time to time.

(i) This Agreement;

(ii) The Revolving Loan Component Note;

(iii) The Acquisition/Construction Loan Component Note;

(iv) The Environmental Indemnification Agreement;

(v) The Assignment of Notes Receivable and Mortgages;

(vi) Borrower's Certificate and Request for Advance;

(vii) The Lockbox Agreement;

(viii) The Marathon Key Resort Mortgage;

(ix) The Assignment of Rents and Leases;

(x) Financing Statements; UCC-1 Financing Statements covering

the Collateral, to be filed with the Secretary of State

and/or such other office where UCC-1 Financing Statements

are required to be filed pursuant to the Code;

(xi) The Assignment of Architectural Contract;

(xii) The Assignment of Construction Contract;

(xiii) The Assignment of Plans and Permits;

(xiv) The Servicing Agreement;

<PAGE>

(xv) Application for Acquisition/Construction Advance;

(xvi) Assignment of Management Agreement;

(xvii) Negative Pledge;

(xviii) Custodial Agreement; and

(xix) Other Items; Such other agreements, documents,

instruments, certificates and materials as TFC may

reasonably request to evidence the Obligations; to

evidence and perfect the rights and Liens and security

interests of Agent, as agent for Lenders, contemplated by

the Loan Documents, and to effectuate the transactions

contemplated herein, as such agreements, documents,

instruments or certificates may be hereafter amended,

renewed, extended, restated or supplemented from time to

time.

(bbbb) Loan Year. The term "Loan Year" shall mean, with respect to the

Revolving Loan Component only, the period from the Initial Revolving Loan

Advance Date through the last day of the immediately following full twelve (12)

months and each twelve (12) months thereafter.

(cccc) Lockbox Agent. Fleet Bank, or such other financial institution as

may be approved by TFC in writing from time to time, which approval TFC agrees

not to unreasonably withhold.

(dddd) Lockbox Agreement. The Lockbox Agreement, in form and substance

reasonably satisfactory to TFC, by and among Borrower, Agent, Servicing Agent

and Lockbox Agent, pursuant to which the Lockbox Agent is to provide lockbox,

reporting and related services and is to provide for the receipt of payments on

the Notes Receivable and the disbursement of such payments to Agent.

(eeee) Management Agreements. The term "Management Agreements" shall mean

each management agreement for the Marathon Key Resort and each management

agreement for the Additional Eligible Resorts.

(ffff) Marketing and Sales Expenses. The term "Marketing and Sales

Expenses" shall mean all promotion, lead generation, sales commissions and all

other marketing expenses incurred or paid by Borrower pursuant to any marketing

agreements or otherwise.

(gggg) Mandatory Prepayment. Any prepayment required by Section 2.9(b) of

this Agreement.

(hhhh) Marathon Key Resort. The term "Marathon Key Resort" shall mean the

real property presently known as the Marathon Best Western Resort, a

seventy-nine (79) room hotel, to be developed by Borrower as a fifty-eight (58)

unit timeshare resort, located in Marathon Key, Florida and more particularly

described in Schedule E attached hereto and made a part hereof.

<PAGE>

(iiii) Marathon Key Resort Mortgage. The term "Marathon Key Resort

Mortgage" shall mean the properly recorded, first priority mortgage, executed

and delivered by Bluegreen Vacations Unlimited, Inc. to Agent, as agent for each

Lender, in the form attached hereto and made a part hereof as Exhibit M,

securing and encumbering all of the right, title and interest of Bluegreen

Vacations Unlimited, Inc. in the Marathon Key Resort, and related or appurtenant

easements, access and use rights and benefits.

(jjjj) Material Party. The term "Material Party" shall have the meaning

ascribed to such term in Section 4.1(f)(iii) and 4.5(f) hereof.

(kkkk) Material Subcontractor. The term "Material Subcontractor" shall

have the meaning ascribed to such term in Section 4.1(f)(xvii) hereof.

(llll) Maximum Available Revolving Amount. The term "Maximum Available

Revolving Amount" shall have the meaning ascribed to such term in Section 2.2(b)

hereof.

(mmmm) Maximum Loan Amount. The term "Maximum Loan Amount" shall have the

meaning ascribed to such term in Section 2.1(b) hereof.

(nnnn) Minimum Loan Usage Fee. The term "Minimum Loan Usage Fee" shall

have the meaning ascribed to such term in Section 2.10 hereof.

(oooo) Mortgage. A properly recorded, first priority mortgage, deed of

trust, deed to secure debt, assignment of beneficial interest or other security

instrument, as applicable, executed and delivered by the Trustee to Bluegreen

Corporation, securing a Pledged Note Receivable and encumbering all of the

right, title and interest of the Trustee in the related Encumbered Interval and

Common Elements, and related or appurtenant easement, access and use rights and

benefits.

(pppp) Negative Pledge. The term "Negative Pledge" shall mean the properly

recorded negative pledge for each Resort prohibiting the assignment of any

Management Agreement or reservation system for any Resort, except as expressly

provided herein, executed and delivered by Borrower to Agent, as Agent for each

Lender, in the form attached hereto and made a part hereof as Exhibit S.

(qqqq) Note. The term "Note" shall mean, singly and collectively, the

Revolving Loan Component Note and the Acquisition/Construction Loan Component

Note.

(rrrr) Note Receivable. The term "Note Receivable" shall mean a promissory

note executed in favor of Borrower in connection with a Purchaser's acquisition

of an Interval at the Resorts.

(ssss) Notice of Borrowing. The term "Notice of Borrowing" shall have the

meaning ascribed to such term in Section 2.5(a) hereof.

(tttt) Obligations. All amounts due or becoming due to each Lender in

respect of the Loan or Loans under any of the Loan Documents, including

principal, interest, prepayment premiums, contributions, taxes, insurance, loan

charges, custodial fees, attorneys' and paralegals'

<PAGE>

fees and expenses and other fees or expenses incurred by a Lender or advanced to

or on behalf of Borrower by a Lender pursuant to any of the Loan Documents, and

the prompt and complete payment and performance by Borrower of all obligations,

indebtedness and liabilities pursuant to this Agreement or any of the Loan

Documents or otherwise

(uuuu) Operating Contract or Operating Contracts. The terms "Operating

Contract" and "Operating Contracts" shall have the meaning ascribed to such

terms in Section 6.21 hereof.

(vvvv) Operating Expenses. The term "Operating Expenses" shall mean the

total of all expenditures, computed in accordance with Generally Accepted

Accounting Principles, of whatever kind relating to the ownership, operation,

maintenance and management of the Resorts that are incurred on a regular monthly

or other periodic basis, including, without limitation, utilities, ordinary and

capital repairs and maintenance, insurance premiums, license fees, property

taxes and assessments, management fees, payroll and related taxes, computer

processing charges, operational equipment or other lease payments as approved by

TFC, and other similar costs.

(wwww) Opinion of Counsel. The term "Opinion of Counsel" shall mean the

opinions of Borrower's legal counsel, satisfactory to TFC, in the forms attached

hereto and made a part hereof as Exhibits R-1 and R-2, executed and delivered to

the Agent, on behalf of the Lenders, as required hereunder.

(xxxx) Owner Beneficiary. The Purchaser under an Owner Beneficiary

Agreement who acquires Owner Beneficiary Rights with appurtenant Vacation

Points.

(yyyy) Owner Beneficiary Agreement. That certain owner beneficiary

agreement executed by a Purchaser in connection with the purchase of Owner

Beneficiary Rights and appurtenant Vacation Points, pursuant to which the

Purchaser thereunder directs Bluegreen Vacations Unlimited, Inc. to immediately

convey the Timeshare Interest purchased thereunder to the Trustee and the

Trustee to hold such Timeshare Interest pursuant to the Trust Agreement, at

which time the Purchaser becomes a member and an Owner Beneficiary of the

Vacation Club, is identified as an Owner Beneficiary in a schedule attached to

the Trust Agreement, as amended from time to time to include each new Owner

Beneficiary, and is entitled to certain Owner Beneficiary Rights under the Trust

Agreement and a specific number of Vacation Points corresponding to such rights,

which Vacation Points may be used by the Owner Beneficiary for lodging for

varying lengths of time at the various Resorts.

(zzzz) Owner Beneficiary Rights. The beneficial rights provided to an

Owner Beneficiary under the Trust Agreement, which rights shall specifically

include the rights of performance provided to Owner Beneficiaries by the Trustee

and Vacation Points.

(aaaaa) Participant. The term "Participant" shall mean, singly and

collectively, any bank or other entity, which is indirectly or directly funding

any Lender with respect to the Loan, in whole or in part, including, without

limitation, any direct or indirect assignee of, or participant in, the Loan.

<PAGE>

(bbbbb) Payment Authorization Agreement. The term "Payment Authorization

Agreement" shall mean any pre-authorized electronic debit agreement by Purchaser

for payment of a Note Receivable.

(ccccc) Permits. The term "Permits" shall mean all permits, consents,

approvals and authorizations issued by any Governmental Authority for the

acquisition, construction, development, renovation, rehabilitation, use,

operation and occupancy of the Marathon Key Resort.

(ddddd) Permitted Exceptions. The term "Permitted Exceptions" means those

exceptions to and encumbrances on title to the Marathon Key Resort which TFC has

approved on the date of this Agreement and which are described on Schedule F

attached hereto and made a part hereof.

(eeeee) Person. An individual, partnership, corporation, limited liability

company, trust, unincorporated organization, other entity, or a government or

agency or political subdivision thereof.

(fffff) Plans. The term "Plans" shall mean the final working drawings and

specifications for the construction of the Improvements, which will be prepared

by the Architect and approved by TFC from time to time, which approval TFC

agrees not to unreasonably withhold, and as may be modified pursuant to Section

7.2(o) hereof.

(ggggg) Pledged Notes Receivable. Any Note Receivable related to the

Resorts which at any time has been pledged to Agent on behalf of Lenders by

Borrower pursuant to this Agreement or any of the Loan Documents.

(hhhhh) Preparer. The term "Preparer" shall have the meaning ascribed to

such term in Section 4.1(d) hereof.

(iiiii) Prime Rate. The highest prime rate of interest from time to time

announced or published in the Money Rates column of the Wall Street Journal

(Eastern Edition) (the "WSJ"). In the event that the prime rate announced or

published in the WSJ shall no longer be available, due to the nonexistence of

the WSJ or the WSJ's failure to publish or announce a prime rate, then the Prime

Rate shall be the highest prime rate published by a major money center bank

selected by Agent.

(jjjjj) Pro Rata Percentage. The term "Pro Rata Percentage" shall mean the

applicable percentage of the Loan that each Lender has agreed to make to

Borrower pursuant to this Agreement.

(kkkkk) Property or Properties. The term "Property" or "Properties" shall

mean any interest in any kind of property or asset, whether real, personal or

mixed, tangible or intangible.

(lllll) Purchase Price. The term "Purchase Price" shall mean the total

purchase price of a timeshare Interval, as set forth in the Timeshare Documents

and Note Receivable relating to the purchase of such Interval.

<PAGE>

(mmmmm) Purchaser. The term "Purchaser" shall mean any Person who

purchases one or more Intervals.

(nnnnn) Resort or Resorts (also "Eligible Resort" or "Eligible Resorts").

Individually and collectively, as applicable, each or all of the interval

ownership and time-share projects approved by Agent in accordance with Sections

3.7 and 4.5 hereof and set forth in Schedule nnnnn hereto, as may be amended

from time to time. The term "Resort" or "Resorts" includes, among other things,

the undivided annual or (biennial) timeshare ownership interests (Intervals) in

the respective Resorts, and the appurtenant exclusive rights to use Units in one

or more buildings or phases and all appurtenant or related properties,

amenities, facilities, equipment, appliances, fixtures, easements, licenses,

rights and interests, including without limitation, the Common Elements, as

established by and more fully defined and described in the respective

Declarations and the other Timeshare Documents.

(ooooo) Intentionally Omitted.

(ppppp) Revolving Credit Period. The term "Revolving Credit Period" shall

mean the period commencing on the Initial Revolving Loan Advance Date and ending

two years from the date of the Initial Revolving Loan Advance.

(qqqqq) Revolving Loan Advance. The term "Revolving Loan Advance" shall

mean a portion of the proceeds of the Revolving Loan Component advanced by

Lender to Borrower in accordance with the provisions of this Agreement, which

Advance is to be used by Borrower solely for the purposes permitted hereunder.

(rrrrr) Revolving Loan Component. The term "Revolving Loan Component"

shall mean that portion of the Loan in an amount not to exceed of $30,000,000 on

the terms and conditions described in Sections 2.2, 2.4, 2.7, 2.9 and 2.10

hereof, which amount shall be repaid as provided in Section 2.8 hereof.

(sssss) Revolving Loan Component Note. The term "Revolving Loan Component

Note" shall mean that certain Note or Notes, in the form attached hereto and

made a part hereof as Exhibit N, dated the date hereof, and executed and

delivered by Borrower to Agent, as agent on behalf of each Lender evidencing the

Revolving Loan Component.

(ttttt) Revolving Loan Maturity Date. The term "Revolving Loan Maturity

Date" shall have the meaning ascribed to such term in Section 2.8(c) hereof.

(uuuuu) Intentionally Omitted.

(vvvvv) Security. The term "Security" shall have the same meaning as in

Section 2(1) of the Securities Act of 1933, as amended.

(wwwww) Servicing Agent. Agent's exclusive agent, which shall be such

Person or Persons designated by Borrower and approved by Agent in its sole

discretion, for the purposes of billing and collecting amounts due on account of

the Pledged Notes Receivable, providing reports pursuant to the Servicing

Agreement and performing other servicing functions not performed by the Lockbox

Agent. Bluegreen Corporation shall be the Servicing Agent until an

<PAGE>

Event of Default shall have occurred and Agent replaces Bluegreen Corporation as

Servicing Agent as provided in Section 10.14.

(xxxxx) Servicing Agreement. The term "Servicing Agreement" shall mean the

agreement by and among Bluegreen Vacations Unlimited, Inc., Bluegreen

Corporation and Agent on behalf of the Lenders, in form and substance acceptable

to TFC in its reasonable discretion, for the purposes of billing and collecting

on amounts due on account of the Pledged Notes Receivable, as the same may be

modified from time to time with TFC's prior written consent, which consent TFC

shall not unreasonably withhold.

(yyyyy) Submissions. The term "Submissions" shall have the meaning

ascribed to such term in Section 4.1(d) hereof.

(zzzzz) Intentionally Omitted.

(aaaaaa) Summary of Weekly Advances. The term "Summary of Weekly Advances"

shall have the meaning ascribed to such term in Section 2.5(b) hereof.

(bbbbbb) Survey. The term "Survey" means a survey of each Resort,

satisfactory to Borrower and TFC and prepared by a surveyor reasonably

satisfactory to TFC and the Title Company (as hereafter defined), which survey

shall show, among other things which may be reasonably requested by TFC or the

Title Company, the location and dimensions of all improvements, including the

Units, common elements and other buildings and improvements and shall indicate

the routes of ingress and egress for public access to the Resort in question,

all utility lines, walks, drives, building and setback lines, distances of the

all buildings and improvements from the building, setback and property boundary

lines, recorded or visible easements and rights-of-way on the applicable Resort,

and showing that there are no encroachments, improvements, projections, or

easements (recorded or unrecorded) on the property lines. The Survey shall

certify the acreage of the Resort, the location and number of parking spaces,

the height and square footage of the improvements thereon and shall indicate the

zoning designation for the Resort and whether the Resort is located within any

flood hazard area. The Survey must be prepared in accordance with the standards

set forth by ALTA/ACSM and those of any and all surveyors' bureaus or

associations of the jurisdiction in which the Resort is located as well as any

and all applicable laws and must be certified to TFC, Borrower and the Title

Company. The surveyor's certificate placed on the Survey shall be in form and

substance reasonably acceptable to the TFC and shall include a statement that

the Survey locates any and all items set forth as exceptions in the Title Policy

as TFC may reasonably require. The survey shall include a legal description of

the Resort by metes and bounds, and otherwise satisfy all of TFC's survey

requirements, and shall include any other information reasonably required by TFC

or the Title Company.

(cccccc) Tangible Net Worth. The term "Tangible Net Worth" means, with

respect to any Person, the amount calculated in accordance with GAAP as: (i) the

consolidated net worth of such Person and its consolidated subsidiaries, plus

(ii) to the extent not otherwise included in such consolidated net worth,

unsecured subordinated debt of such Person and its consolidated subsidiaries,

the terms and conditions of which are reasonably satisfactory to TFC, minus

(iii) the consolidated intangibles of such Person and its consolidated

subsidiaries, including, without

<PAGE>

limitation, goodwill, trademarks, tradenames, copyrights, patents, patent

allocations, licenses and rights in any of the foregoing and other items treated

as intangible in accordance with GAAP.

(dddddd) Term. The term "Term" shall mean, as the case may be, the

Acquisition/Construction Loan Component Term or the Revolving Loan Component

Term.

(eeeeee) Timeshare Act. The term "Timeshare Act" shall mean any statute,

act, regulation, ordinance, rule or law applicable to the establishment and

operation of the Resorts and the sales of the Intervals.

(ffffff) Timeshare Documents. The term "Timeshare Documents" shall mean

any registration statement required under any Timeshare Act approving the

establishment and operation of the Resorts and the sales of Intervals, as well

as the Declaration and all other documents related to the creation and operation

of the Resort.

(gggggg) Timeshare Interest. A timeshare estate comprised of a right to

use and occupy a Unit for a certain period of time each year or every other year

in perpetuity coupled with a fee estate or an estate for years acquired pursuant

to an Owner Beneficiary Agreement, which the Purchaser thereof directs Bluegreen

Vacations Unlimited, Inc. to immediately convey to the Trustee and the Trustee

holds such timeshare estate pursuant to the Trust Agreement, at which time, the

Purchaser becomes a member and an Owner Beneficiary of the Vacation Club, is

identified in a schedule attached to the Trust Agreement, amended from time to

time to include each new Owner Beneficiary, and is entitled to certain Owner

Beneficiary Rights under the Trust Agreement and a specific number of Vacation

Points corresponding to such rights, which Vacation Points may be used by the

Owner Beneficiary for lodging for varying lengths of time at the various Resorts

within the Vacation Club.

(hhhhhh) Timeshare Owners' Association. The term "Timeshare Owners'

Association" shall mean, with respect to each Resort, the applicable

not-for-profit corporations described on Schedule H, attached hereto and made a

part hereof, as the same may be amended from time to time

(iiiiii) Title Company. The term "Title Company" shall mean any title

company reasonably acceptable to TFC which issues the Title Policy and any

mortgage title policy.

(jjjjjj) Title Policy. The term "Title Policy" means an ALTA extended

coverage lender's title insurance policy issued by the Title Company in the

amount of Eleven Million Eight Hundred Thousand Dollars ($11,800,000.00)

insuring that the Marathon Key Resort Mortgage constitutes a valid first

priority lien covering the Marathon Key Resort, without exception for mechanics'

liens or for matters that an accurate survey would disclose, subject only to the

Permitted Exceptions, and issued by the Title Company in favor of Agent, as

agent for each Lender. The Title Policy shall contain, to the extent available,

such affirmative coverage as TFC deems reasonably necessary, including but not

limited to an affirmative statement that the Title Policy insures Agent, as

agent for each Lender, together with their respective successors and assigns,

against all mechanics' and materialmen's liens arising from or out of completion

of the Work (as hereafter defined) at Marathon Key Resort and shall contain such

endorsements as TFC may reasonably request, in form and content acceptable to

TFC including, without

<PAGE>

limitation, the following endorsements: (A) an endorsement insuring against

matters that would be disclosed by an accurate survey of the property; (B) an

endorsement insuring that no building restriction or similar exception to title

disclosed on the Title Policy has been violated and that any violation thereof

would not create or result in any reversion, reverter, or forfeiture of title;

all or any portion of the property; (D) variable rate endorsement; (E) land same

as survey endorsement; (F) ALTA 9 endorsement; (G) an endorsement that all

separate parcels comprising the property are contiguous and that the property

(or each parcel thereof) constitutes a separate tax lot; and (H) pending

disbursements endorsement.

(kkkkkk) Total Acquisition Costs. The term "Total Acquisition Costs" shall

mean all costs, fees and expenses incurred in connection with the acquisition of

the Marathon Key Resort as approved by TFC in writing and as set forth in the

Approved Budget.

(llllll) Total Construction Costs. The term "Total Construction Costs"

shall mean all costs, fees and expenses incurred in connection with the

construction, development, renovation and rehabilitation of all Improvements at

the Marathon Key Resort, as approved by TFC in writing and as set forth in the

Approved Budget.

(mmmmmm) Intentionally Omitted.

(nnnnnn) Transfer Account. The term "Transfer Account" shall mean the

account established by Agent, as described in Schedule I attached hereto and

made a part hereof, as the same may be amended from time to time, to which all

Loans by Lenders will be made.

(oooooo) Trust Agreement. That certain Bluegreen Vacation Club Amended and

Restated Trust Agreement, dated as of May 18, 1994, by and among Bluegreen

Vacations Unlimited, Inc., the Trustee, the Bluegreen Resorts Management, Inc.

and Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified

from time to time with prior written notice of any material amendment,

restatement or other modification to TFC, provided, however, that no such

amendment, restatement or other modification shall adversely affect in a

material manner the Collateral, together with all other agreements, documents

and instruments governing the operation of the Vacation Club.

(pppppp) Trustee. Vacation Trust, Inc., a Florida corporation, in its

capacity as trustee under the Trust Agreement, and its permitted successors and

assigns.

(qqqqqq) UCC-1 Financing Statements. The UCC-1 Financing Statements,

naming Borrower as debtor and Agent as secured party on behalf of each Lender

filed in connection with the Loans and all amendments thereto.

(rrrrrr) Unit. The term "Unit" shall mean, with respect to each Resort,

one living unit in a building incorporated into the Resort pursuant to the

applicable Declaration, together with all related or appurtenant Common Elements

and related or appurtenant interests in services, easements and other rights or

benefits, as described and provided for in the Declaration, including but not

limited to the right to use the Resort amenities and facilities in accordance

with the Timeshare Documents.

<PAGE>

(ssssss) Vacation Club. Bluegreen Vacation Club Trust, doing business as

Bluegreen Vacation Club, formed pursuant to the Trust Agreement.

(tttttt) Vacation Points. The value placed upon a nightly or weekly

occupancy of a Unit pursuant to the terms of an Owner Beneficiary Agreement,

which value is set forth within the Demand Balancing Standard (as defined in the

Trust Agreement).

(uuuuuu) Voluntary Prepayment. The term "Voluntary Prepayment" shall mean

any voluntary prepayment of the Loan permitted to be made by Borrower under the

terms of this Agreement.

(vvvvvv) Work. The term "Work" shall mean the completion of the

construction, development, renovation and rehabilitation of the Improvements at

the Marathon Key Resort as provided in the Construction Contracts, the

Architect's Contract, the Plans and this Agreement.

SECTION 2 -- THE LOAN

2.1 Acquisition/Construction Loan Component and Lending Limits.

(a) Acquisition/Construction Loan. Upon the terms and subject to the

conditions set forth in this Agreement, from time to time, but no more

frequently than once per calendar month, Borrower may submit an Application for

Acquisition/Construction Advance to TFC requesting an Acquisition/Construction

Advance under the Loan for the payment of costs and expenses incurred in

connection with the acquisition, construction, development, renovation,

rehabilitation, refitting, furnishing and equipping of the Marathon Key Resort

or for the payment of other costs and expenses incident to the Loan, as

specified in the Approved Budget. Upon submission by the Borrower to TFC of

satisfactory evidence of payment by the Borrower of such costs and expenses, or

upon submission by the Borrower of invoices for such costs and expenses of work,

services or materials performed, rendered or delivered to Borrower as of the

date of such Advance, as specified in the Approved Budget, and satisfaction of

the conditions to such Advance as provided herein, the proceeds of such Advance

shall be paid by the Lender(s) to the Borrower to reimburse the Borrower, or to

provide the Borrower with funds for such payment, subject at all times to the

terms and conditions of this Agreement. Borrower shall submit Applications for

Acquisition/Construction Advances to TFC at least five (5) Business Days prior

to the date of the Advance in question. The funds to be advanced shall be wired

to Bluegreen Vacations Unlimited, Inc.'s operating account as directed in

writing by Borrower, unless TFC shall, in its sole discretion, elect to fund

Advances through an escrow agent approved by TFC. The first

Acquisition/Construction Advance shall be made on the Closing Date.

Notwithstanding anything herein to the contrary, Lenders shall not be obligated

to make more than five (5) Acquisition/Construction Advances under any

circumstances and all such Advances must be made on or before the Improvements

Completion Date. If any portion of the Acquisition/Construction Loan Component

is not advanced by the Improvements Completion Date, then Borrower shall no

longer be entitled to request, nor shall Lenders be obligated to loan, an

advance of the Acquisition/Construction Loan Component.

(b) Lending Limits. Borrower acknowledges, agrees and confirms that the

obligation of all Lenders, including TFC, to make Acquisition/Construction Loan

Advances under this

<PAGE>

Agreement to the Borrower is limited to the lesser of: (i) 75% of the aggregate

of Total Acquisition Costs and Total Construction Costs as set forth in the

Approved Budget; or (ii) $11,800,000.00. Borrower further acknowledges, agrees

and confirms that the obligation of each Lender, including TFC, to make loans

hereunder to the Borrower is limited to: (i) with respect to each

Acquisition/Construction Advance hereunder, each Lender's Pro Rata Percentage of

any such Acquisition/Construction Advance hereunder and (ii) with respect to all

Advances made hereunder, such Lender's obligation hereunder shall be limited to

its Commitment as set forth on Schedule A-1 hereto, as hereafter amended from

time to time. Notwithstanding anything herein to the contrary, the maximum

outstanding principal balance of the Loans, including the outstanding principal

balances of the Acquisition/Construction Loan Component and the Revolving Loan

Component, shall not exceed $30,000,000 in the aggregate at any time (the

"Maximum Loan Amount").

required to make any Acquisition/Construction Loan Advance so long as there

remains any outstanding amounts due which constitute amounts expended in excess

of the Approved Budget or any scheduled draw or Advance thereunder.

(d) Limitations on Acquisition/Construction Loan Advances. Acquisition/

Construction Advances for Total Construction Costs shall be limited to direct

payment or reimbursement for work in place and materials delivered up to the

amounts shown in corresponding line items in the Approved Budget.

2.2 Revolving Loan Component and Lending Limits.

(a) Revolving Loan Component. Upon the terms and subject to the conditions

set forth in this Agreement, each Lender agrees severally, at any time and from

time to time during the Revolving Credit Period, to make a loan or loans to

Borrower, and Borrower may borrow, repay and reborrow during the Revolving

Credit Period only, with respect to the Revolving Loan Component only, in an

aggregate amount not to exceed at any time the lesser of: (i) each Lender's Pro

Rata Percentage of the amount of the Borrowing Base or (ii) the lending limits

set forth in section 2.2(b) hereof.

(b) Lending Limits. Borrower acknowledges, agrees and confirms that the

obligations of all Lenders, including TFC, to make Loans under this Agreement to

Borrower is limited to the lesser of: (i) the Borrowing Base or (ii) $30,000,000

(the "Maximum Available Revolving Amount"). Borrower further acknowledges,

agrees and confirms that the obligation of each Lender, including TFC, to make

loans hereunder to Borrower is limited to: (i) with respect to each Revolving

Loan Advance hereunder, each Lender's Pro Rata Percentage of any such Advance

hereunder and (ii) with respect to all Revolving Loan Advances made hereunder,

such Lender's obligation hereunder shall be limited to its Commitment as set

forth on Schedule A-2 hereto. Notwithstanding anything herein to the contrary,

the maximum outstanding principal balance of the Loans, including the

outstanding principal balances of the Acquisition/Construction Loan Component

and the Revolving Loan Component, shall not exceed the Maximum Loan Amount at

any time.

<PAGE>

contrary, the Revolving Loan Advances shall commence on the Initial Revolving

Loan Advance Date, provided that Advances under the Revolving Loan Component

with respect to Eligible Notes Receivable generated from the sale of Intervals

at the Marathon Key Resort shall commence no later than July 1, 2004.

2.3 Making of Loans. Each Loan under this Agreement by a Lender shall be

made ratably in accordance with each Lender's respective Pro Rata Percentage,

provided, however, that the failure of any Lender to make any required Loan

shall not in itself relieve any other Lender of its obligation to make any

required Loan hereunder. Likewise, no Lender, including TFC, shall be

responsible or liable for the failure of any other Lender to make any Loan

required to be made by such other Lender, nor shall any Lender, including TFC,

be obligated to make any Loan or Loans in excess of its respective Pro Rata

Percentage, but not in excess of its Commitment, in the event that any other

Lender fails or refuses to make a Loan or Loans as provided hereunder, provided,

however, that if any other Lender shall fail to make its Pro Rata Percentage of

any Loan or Loans, TFC will be responsible for funding up to, but not in excess

of a total of $30,000,000. As and when additional Lenders, other than TFC,

execute and deliver this Agreement, then (A) such additional Lenders shall be

deemed to have simultaneously purchased from each of the other Lenders which has

previously executed and delivered this Agreement, a share in such other Lenders'

Loans so that the amount of the Loans of all Lenders shall be pro rata as

otherwise set forth above and (B) such other adjustments shall be made from time

to time as shall be equitable to insure that the Advances to Borrower are made

ratably by each Lender in accordance with its respective Pro Rata Percentage.

Nothing herein shall be deemed to relieve any Lender from its obligations

hereunder or to prejudice any rights TFC may have against any Lender as a result

of any Lender's failure to make any Loan or Loans as provided herein.

2.4 Note Evidencing Borrower's Obligations. Borrower's obligations to pay

the principal of and interest on: (i) the Loan or Loans made by each Lender

under the Revolving Loan Component shall be evidenced by the Revolving Loan

Component Note and (ii) the Loan or Loans made by each Lender under the

Acquisition/Construction Loan Component shall be evidenced by the

Acquisition/Construction Loan Component Note. Each Note to Agent, as agent for

each Lender, shall be dated as of the date hereof and be in the stated principal

amount of the respective loan component. Each Note will mature on its respective

maturity date, bear interest as provided in Section 2.7 hereof and be otherwise

entitled to the benefits of this Agreement. Notwithstanding the stated principal

amount of either Note, the aggregate outstanding principal amount of the Loan at

any time shall be the aggregate principal amount owing on each Note at such

time. Agent shall and is hereby authorized to record on any grid attached to

each Note (or, alternatively, in its internal books and records) the date and

amount of each Advance made by Lenders, the interest rate and interest period

applicable thereto and each repayment thereof; and such grid or other books and

records shall, as between Borrower and each Lender, absent manifest error,

constitute prima facie evidence of the accuracy of the information contained

therein. Failure by Agent to so record any Advance made by Lenders (or any error

in such recordation) or any payment thereon shall not affect the Obligations of

Borrower under this Agreement or under the Notes and shall not adversely affect

Lender's rights under this Agreement with respect to the repayment thereof. At

the election of any Lender, Borrower shall execute and deliver to such Lender, a

Note in a stated principal amount equal to such Lender's Pro Rata Percentage of

the Loan, which such Note or Notes shall be on the same terms and

<PAGE>

conditions as provided above and which Note or Notes shall be included within

the definition of "Note" as such term is used herein. If the delivery of any

such Note is required in connection with an increase, modification, or extension

of the Revolving Credit Period, the Maximum Loan Amount, the

Acquisition/Construction Loan Maturity Date, the Revolving Loan Maturity Date or

the amount of the Loan or any other modification to this Agreement, then

delivery of such Note shall be at the sole expense of Borrower. Otherwise,

delivery of such Note shall be at the sole expense of the Lender requesting the

Note.

2.5 Notice of Advances.

(a) Upon receipt by TFC from Borrower of a written request for an Advance

in accordance with Section 5 hereof and Borrower's satisfaction of the

requirements set forth in Section 5 hereof, TFC shall give a written notice (a

"Notice of Borrowing") to each Lender, (which Notice of Borrowing shall be given

to each Lender not less than one (1) business day prior to the date of the

proposed Advance) in the form attached hereto as Exhibit O setting forth: (i)

the total amount of the Advance requested by Borrower and whether it is a

request for an Advance under the Acquisition/Construction Loan Component or

under the Revolving Loan Component; (ii) the aggregate amount of all Loans

previously made by each respective Lender; (iii) the outstanding principal

balance of the Revolving Loan Component; (iv) the outstanding principal balance

of the Acquisition/Construction Loan Component; (v) the current applicable

Interest Rate as determined in accordance with Section 2.7 hereof; (vi) each

such Lender's Pro Rata Percentage of the requested Advance and (vii) the date on

which such Advance is to be made;

or, at the option of the Agent:

(b) Agent shall provide to each Lender: (A) each month by the close of

business on the fifth (5th) business day following receipt by TFC from Borrower,

but in no event later than the 30th day of the month: (i) an updated borrowing

base report (a "Borrowing Base Report") in the form attached as Exhibit P; and

(ii) an updated trial balance and aging report for the Pledged Notes Receivable

(a "Collateral Data Report"); and (B) by the close of business on the tenth

(10th) business day following receipt by TFC from Borrower of the documents

described in Section 2.5(b)(A) above, (i) a summary of all Advances made by TFC

during the immediately preceding month (a "Summary of Weekly Advances"); and

(ii) a summary report of Advances and repayments or collections for the

immediately preceding month and a calculation of the amount of the Advance

required of such Lender (a "Lender Advance Report").

2.6 Disbursement of Funds.

(a) If notice of Advances is provided in accordance with Section 2.5(a)

above, then after receiving a Notice of Borrowing from TFC, each Lender shall,

not later than 11:00 a.m., Eastern Standard Time, on the date specified in such

Notice of Borrowing on which the proposed Advance is to be made, wire transfer

to Agent at the Transfer Account, in immediately available funds, an amount

equal to each such Lender's Pro Rata Percentage of the proposed Advance as set

forth in the Notice of Borrowing. Upon Agent's receipt of funds from each Lender

equal to the amount of the requested Advance, and subject to Borrower's

compliance with the terms and conditions of this Agreement, Agent shall disburse

the Advance to Borrower by wire transfer of

<PAGE>

funds as directed in writing by Borrower. If Agent shall not receive funds from

any Lender as set forth above, then, subject to Section 2.3 hereof, the amount

of the Advance in question shall be automatically reduced by an amount equal to

the missing Lender's Pro Rata Percentage of the Advance in question, and Agent

shall, subject to Borrower's compliance with the terms and conditions of this

Agreement, disburse the Advance in the reduced amount to Borrower by wire

transfer of funds as directed in writing by Borrower. TFC, in its sole and

absolute discretion, may (but shall not be obligated to) make the full amount of

the requested Advance available to Borrower prior to the receipt by Agent from

one or more Lenders of funds representing such Lender's or Lenders' Pro Rata

Percentage of the Advance in question, subject to Section 2.3 hereof. If the

funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance

in question are not received by Agent within two business days of the date of

such Advance, Borrower shall immediately, upon demand of TFC, repay such amount

to Agent. Nothing herein shall be deemed to relieve any Lender from its

obligations hereunder or to prejudice any rights TFC may have against any Lender

as a result of any Lender's failure to make any Loan or Loans as provided

herein; or

(b) If Agent shall, at its sole and absolute discretion, elect to fund

periodic Advances on behalf of each of the Lenders, and in such event notice of

Advances is provided in accordance with Section 2.5(b) above, then by the close

of business on the third (3rd) business day following such Lender's receipt of

the Lender Advance Report, such Lender shall wire transfer to Agent at the

Transfer Account, in immediately available funds, the net amount due from such

Lender as set forth in the Lender Advance Report. If the funds representing such

Lender's amount of the Advance or Advances in question are not received by Agent

within five (5) business days of the date of such Lender's receipt of the Lender

Advance Report, Borrower shall immediately, upon demand of TFC, repay such

amount to Agent. Nothing herein shall be deemed to relieve any Lender from its

obligations hereunder or to prejudice any rights TFC may have against any Lender

as a result of any Lender's failure to make any Loan or Loans as provided

herein.

2.7 Interest Rate. From and after the Closing Date, (i) with respect to

the Revolving Loan Component, including each Loan hereafter made pursuant to

Section 2.2(a) hereof, the Revolving Loan Component shall bear interest at the

Revolving Loan Component Interest Rate and (ii) with respect to the

Acquisition/Construction Loan Component, including each Loan hereafter made

pursuant to Section 2.1(a) hereof, the Acquisition/Construction Loan Component

shall bear interest at the Acquisition/Construction Loan Component Interest

Rate. Immediately upon the occurrence of an Event of Default and after the

respective maturity date (if the Loan is not paid in full on the respective

maturity date), at TFC's election, in its sole discretion, the entire Loan will

bear interest at the Default Rate.

2.8 Payments. Borrower agrees punctually to pay or cause to be paid to

Agent, as agent for each Lender, all principal and interest due under each Note

in respect of the Loans. Borrower shall make the following payments on the

Loans:

(a) Monthly Payments.

(1) Revolving Loan Component. Borrower shall direct or otherwise cause all

makers of all Pledged Notes Receivable to pay all monies due thereunder to the

lockbox established pursuant to the Lockbox Agreement, or as otherwise required

by TFC. One hundred percent

<PAGE>

(100%) of the cleared funds collected from the Pledged Notes Receivable each

week will be paid to Agent by the Lockbox Agent pursuant to the Lockbox

Agreement, and will be applied by Agent first to the payment of costs or

expenses incurred by TFC pursuant to this Agreement in creating, maintaining,

protecting or enforcing the Liens in and to the Collateral and in collecting any

amounts due to any Lender in connection with the Loan ("Collection Costs") and

the balance to each Lender in accordance with the applicable percentage of the

outstanding principal balance of the Loan that each Lender has made (the "Pro

Rata Payment Percentage") as provided in Section 2.8(d) hereof. Each Lender

shall apply the balance of each such payment in the following order: (i) to any

interest accrued at the applicable Default Rate, (ii) to the payment of accrued

and unpaid interest at the Revolving Loan Component Interest Rate, and (iii) to

the reduction of the principal balance of such Lender's outstanding Loans. In

the event that the cleared funds received by Agent are insufficient to pay the

amounts described in aforementioned clauses (i)-(ii), then Agent shall provide

Borrower with written notice of such insufficiency and Borrower shall pay the

insufficiency to Agent within five (5) days of the date of such written notice.

In the event Borrower receives any payments on any of the Pledged Notes

Receivable directly from or on behalf of the maker or makers thereof, Borrower

shall receive all such payments in trust for the sole and exclusive benefit of

Lenders; and Borrower shall deliver to the Lockbox Agent all such payments (in

the form so received by Borrower) as and when received by Borrower within one

(1) Business Day of receipt thereof, unless a Default or an Event of Default has

occurred and TFC shall have notified Borrower to deliver directly to Agent all

payments in respect of the Pledged Notes Receivable which may be received by

Borrower, in which event all such payments (in the form received) shall be

endorsed by Borrower to Agent as agent for Lenders and delivered to Agent by

Borrower within one (1) Business Day of receipt thereof; and

(2) Acquisition/Construction Loan Component. Borrower shall pay to Agent

on or before the tenth day of each month an amount equal to: (i) any Collection

Costs; (ii) all interest accrued at the applicable Default Rate on the

Acquisition/Construction Loan Component; and (iii) all interest due and payable

as of the last day of the immediately preceding month on the outstanding

principal balance of the Acquisition/Construction Loan Component at the

Acquisition/Construction Loan Interest Rate. In the event that Borrower fails to

make the payment in question, Agent may, at its option, on or before the tenth

day of each month, make an Advance with respect to the Revolving Loan Component

and apply such Advance to the payment of amounts due in respect of the

Acquisition/Construction Loan Component as provided immediately above.

(b) Semi-Annual Principal Payments. Borrower agrees to repay the

Acquisition/Construction Loan Component by making the following minimum

semi-annual principal repayments (inclusive of any release payments as described

in Section 2.16 hereof):

Semi-Annual Cumulative

----------- ----------

On or before September 15, 2004: $ 1,475,000 $ 1,475,000

On or before December 15, 2004: $ 3,441,666 $ 4,916,666

On or before June 15, 2005: $ 3,441,667 $ 8,358,333

On or before September 15, 2005: $ 3,441,667 $11,800,000

<PAGE>

Such semi-annual payments will be applied by each Lender as follows: (i)

first to interest at the applicable Default Rate; (ii) then to interest at the

Acquisition/Construction Loan Interest Rate; (iii) then to the reduction of

principal of the Acquisition/Construction Loan Component.

otherwise, the entire outstanding principal amount of the Loan, together with

all other Obligations hereunder, shall be due and payable on the respective

maturity dates as follows: (i) the Acquisition/Construction Loan Component shall

be due and payable in full, with all accrued and unpaid interest thereon, on the

earlier of: (y) Sale of 85% of all Intervals at the Marathon Key Resort; or (z)

the Acquisition/Construction Loan Maturity Date; and (ii) the Revolving Loan

Component shall be due and payable in full, with all accrued and unpaid interest

thereon, on March 31, 2009 (the "Revolving Loan Maturity Date").

(d) Payments to Lenders. Promptly upon receipt by Agent of any payment

from Borrower in accordance with this Sections 2.8, 2.9 and 2.16, and after

payment of any Collection Costs, Agent shall promptly wire transfer to each

Lender as described in Schedules A-1 and A-2 hereto, in immediately available

funds, each such Lender's Pro Rata Percentage of the payment in question.

2.9 Prepayments.

(a) Voluntary Prepayments.

(i) Subject to the minimum usage requirement described in Section 2.10

below, during the Revolving Credit Period partial prepayments of the Revolving

Loan Component will only be allowed upon thirty (30) days prior written notice

to TFC, without penalty, solely as a result of the sale of the Pledged Notes

Receivable into a securitization and/or true-sale financing program arranged by

the Borrower, or into a term/conduit facility arranged by TFC. After any such

sale, the Borrower shall cause a minimum of $1,000,000 to remain outstanding

under the Loan for the term thereof.

(ii) Subject to the minimum usage requirements described in Section 2.10

below, Borrower may prepay the Acquisition/Construction Loan Component, in whole

or in part, at any time, without penalty or premium.

(iii) Upon expiration of the Revolving Credit Period, prepayment of the

Revolving Loan Component will be allowed, in whole or in part, upon thirty (30)

days prior written notice to TFC and the payment of a prepayment premium as

provided in Section 2.9(c)(i) hereof.

(b) Mandatory Prepayments. If at any time and for any reason: (i) the

outstanding unpaid principal balance of the Revolving Loan Component shall

exceed the Maximum Available Revolving Amount; (ii) the outstanding unpaid

principal balance of the Revolving Loan Component divided by the aggregate

outstanding principal balance of all Eligible Notes Receivable pledged to Agent

hereunder shall exceed the Borrowing Base; or (iii) the outstanding unpaid

principal balance of both the Revolving Loan Component and the

Acquisition/Construction Loan Component shall exceed the Maximum Loan Amount

(each an "Excess Funding") then, within five (5) Business Days following the

date of written notice from TFC of the occurrence of such excess or, absent such

notice, within fifteen (15) days after the

<PAGE>

end of the calendar month in which such excess occurred: (x) in the case of an

Excess Funding described in (i) or (ii) above, Borrower shall promptly repay the

principal balance of the Revolving Loan Component in an amount equal to such

Excess Funding or (y) in the case of an Excess Funding described in (iii) above,

Borrower shall prepay the principal balance of the Acquisition/Construction Loan

Component (and if necessary the Revolving Loan Component) in an amount equal to

such Excess Funding. If TFC has determined that Notes Receivable have been

delivered to Agent and were included in the Borrowing Base, which Notes

Receivable did not or no longer qualify as Eligible Notes Receivable

("Ineligible Notes Receivable"), Borrower shall substitute Eligible Notes

Receivable for such Ineligible Notes Receivable and thereby increase the

aggregate principal amount of Eligible Notes Receivable pledged to Agent as

agent for Lenders so that Excess Funding is eliminated. The pledge and delivery

to Agent as agent for Lenders of additional Eligible Notes Receivable shall

comply with the document delivery and recordation requirements set forth in

Section 5.1 of this Agreement and shall be accompanied by a written

certification of Borrower to the effect that such additional Pledged Notes

Receivable are Eligible Notes Receivable, and that, giving effect to the pledge

to Agent as agent for Lenders of such Eligible Notes Receivable, the outstanding

unpaid principal balance of the Revolving Loan Component divided by the

aggregate outstanding principal balance of all Eligible Notes Receivable pledged

to Agent hereunder is equal to or less than the Borrowing Base If Borrower

elects to prepay the excess principal balance of the Loan pursuant to this

Section 2.9(b), no prepayment premium shall be payable in connection with such

prepayment.

premium shall be required in connection with: (x) any voluntary prepayment made

in accordance with Section 2.8(b), Section 2.9(a)(i), Section 2.9(a)(ii) and

Section 2.9(b); or (y) in connection with any prepayment of the principal

balance of the Loan which arises from the prepayment of one or more Eligible

Notes Receivable by its maker or makers. Except as heretofore set forth,

Borrower shall, in connection with a prepayment, pay to the Agent on behalf of

the Lenders a prepayment premium as follows:

(i) Any prepayment of the Loan pursuant to Section 2.9(a)(iii)

above must be accompanied by a prepayment premium,

calculated as of the date immediately prior to such

prepayment, equal to one half of one percent (.50%) of the

amount prepaid.

(ii) Notwithstanding anything herein contained to the contrary,

any prepayment under this Section 2.9 must include all

accrued but unpaid interest, and accrued but unpaid

contributions, taxes, insurance, loan charges (including

Minimum Loan Usage Fees, if any), custodial fees,

attorneys' and paralegals' fees and expenses, and other

fees or expenses incurred by TFC or Lender or advanced to

or on behalf of Borrower by TFC or any Lender pursuant to

any of the Loan Documents accrued but unpaid.

2.10 Minimum Loan Usage Fee. In addition to the interest payable pursuant

to this Agreement, during the Revolving Credit Period, Borrower shall pay to

Agent as agent for the Lenders with respect to each six month period commencing

on the Initial Revolving Loan Advance Date and with respect to each six month

period thereafter during the Revolving Credit Period, on the

<PAGE>

fifth day after every such six month period, in arrears, a fee (the "Minimum

Loan Usage Fee") equal to the product of: (a) the excess, if any of (i)

$10,000,000.00 over (ii) the average daily outstanding principal balance of the

Loan for such six month period; times (b) one percent (1.00%) per annum.

2.11 Capital Adequacy Events, Etc. If TFC shall have determined that the

applicability of any law, rule, regulation or guideline adopted pursuant to or

arising out of law, rule, regulation or guideline (including, but not limited

to, any United States law, rule, regulation or guideline) regarding capital

adequacy, or any change becoming effective in any of the foregoing or in the

enforcement or interpretation or administration of any of the foregoing by any

court or any domestic or foreign governmental authority, central bank or

comparable agency charged with the enforcement or interpretation or

administration thereof, or compliance by any Lender, with any request or

directive regarding capital adequacy (whether or not having the force of law) of

any such authority, central bank or comparable agency, has or would have the

effect of reducing the rate of return on the capital of any Lender or any

Lender's holding company, as the case may be, to a level below that which any

Lender or its holding company, as the case may be, could have achieved but for

such applicability, adoption, change or compliance (taking into consideration

each Lender's or its holding company's, as the case may be, policies with

respect to capital adequacy) (the foregoing being hereinafter referred to as

"Capital Adequacy Events"), then, upon demand by TFC, Borrower shall pay to

Agent on behalf of any such Lender, from time to time, such additional amount or

amounts as will compensate any such Lender for any such reduction suffered,

provided that payments by Borrower pursuant to this Section 2.11 shall not

subject the Borrower to any prepayment premium under Section 2.9 hereof.

2.12 Commitment Fee. Borrower and each Lender, other than Textron

Financial Corporation, acknowledge and agree that the following Commitment Fees

shall be due and payable exclusively to TFC for its services hereunder as

follows: (i) Acquisition/Construction Loan Component: an amount equal to

three-quarters of one percent (.75%) of the principal amount of the such

component or a total of $88,500, which commitment fee has been paid in full and

(ii) Revolving Loan Component: an amount equal to three-quarters of one percent

(.75%) of the principal amount of this component or a total of $225,000, which

shall be due and payable as follows: (a) $25,000 which amount has been paid by

Borrower; (b) $125,000 due on the Initial Revolving Loan Advance Date, but in no

event later than three (3) months from the Closing Date, and (c) $75,000 due on

the earlier of 6 months from the Closing Date or when the aggregate Revolving

Loan Advances total $20,000,000.00. Subject only to the foregoing condition,

Borrower and each Lender, other than Textron Financial Corporation, agree that

Agent has earned the entire Commitment Fee, notwithstanding whether a clo

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