AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED
CREDIT FACILITY AGREEMENT
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT FACILITY
AGREEMENT ("Amendment No. 2") is made and entered into as of this 29th day of August, 2003 by and
among FINOVA Capital Corporation, a Delaware corporation ("Lender"), Bluegreen Corporation, a
Massachusetts corporation ("Parent"), Bluegreen Southwest One, L.P., a Delaware limited partnership
("Bluegreen One"), Bluegreen Southwest Land, Inc., a Delaware corporation ("Bluegreen Land") and Bluegreen
Vacations Unlimited, Inc., a Florida corporation ("BVU") (Parent, Bluegreen One, Bluegreen Land and BVU are
sometimes collectively referred to as the "Obligors" and individually as an "Obligor").
A. Lender and Parent are parties to a Second Amended and Restated Credit Facility Agreement dated as of
September 14, 1999 as amended by an Amendment No. 1 to Second Amended and Restated Credit Facility
Agreement dated as of January 21, 2003 ("Credit Facility Agreement").
B. Bluegreen One obtained various loans ("BSO Loans") from the Lender pursuant to the Credit Facility
Agreement and such loans were guaranteed by Parent and Bluegreen Land and BVU. One or more of the BSO
Loans made to Bluegreen One are presently outstanding.
C. BVU obtained a loan ("BVU Amber Loan") from the Lender pursuant to the Credit Facility Agreement and
such loan was guaranteed by Parent, Bluegreen One and Bluegreen Land. The BVI Amber Loan is presently
D. As a Subsidiary of Parent, BVU desires to obtain another loan under the Credit Facility Agreement for the
purposes of enabling BVU to purchase the "Bluegreen Property" as defined and provided for in that certain Sale
and Purchase Agreement between FCC Resort LLC, a Delaware limited liability company and BVU and dated
July 30, 2003 ("Sale Agreement"). As a result thereof, the Credit Facility Agreement must be amended in certain
NOW THEREFORE, for good and valuable consideration, the r