U.S. $5,580,000 August 29, 2003
FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida
corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation
("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at
such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully
money of the United States of America, the principal sum of FIVE MILLION FIVE HUNDRED EIGHTY
THOUSAND UNITED STATES DOLLARS ($5,580,000) or so much thereof as has been disbursed and not
repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of
disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in
immediately available funds in lawful monies of the United States of America.
This Note is executed pursuant to that Second Amended and Restated Credit Facility Agreement dated as of
September 14, 1999, between Bluegreen Corporation, a Massachusetts corporation, and Lender (as from time
to time renewed, amended, restated or replaced, the "Credit Agreement") as supplemented by that Certificate
and Agreement of Subsidiary Borrower (Basic) dated as of even date herewith from Maker in favor of Lender
(the "Certificate" and together with the Credit Agreement, collectively the "Credit Facility Agreement").
Capitalized terms not otherwise defined herein shall have the meaning given them in the Credit Facility
Agreement. This Note evidences a loan in a principal amount not to exceed the face amount of this Note and
made to Maker pursuant to the Credit Facility Agreement ("Loan").
Except as otherwise provided herein, interest ("Basic Interest") shall accrue on the unpaid principal balance of this
Note from time to time outstanding at a variable interest rate per annum ("Basic Interest Rate") equal to the
greater of (i) seven percent (