AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
This Amendment Number One to Loan and Security Agreement ("Amendment") is entered into as of December
1, 2000, by and between BLUEGREEN CORPORATION, f/k/a Patten Corporation, a Massachusetts
corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),
in light of the following:
FACT ONE: Borrower and Foothill have previously entered into that certain Amended and Restated Loan and
Security Agreement, dated as of September 23, 1997 (the "Agreement").
FACT TWO: Borrower and Foothill desire to amend the Agreement as provided for and on the conditions
NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in
the Agreement unless specifically defined herein.
(a) The following new definition is added to Section 1.1 of the Agreement:
""APPROVED LAND PROJECTS" means a parcel or parcels of land purchased or to be purchased by
Borrower for development and subsequent resale to the public, the identity of which is acceptable to Foothill in
its sole and absolute discretion, to be funded with a Land Inventory Advance."
(b) The definition of Land Inventory Borrowing Base in Section 1.1 of the Agreement is deleted in its entirety and
the following substituted in its place and stead:
""LAND INVENTORY BORROWING BASE" means an amount equal to the LESSER of (a) Ten Million
Dollars ($10,000,000.00), OR (b) seventy percent (70%) of the acquisition costs of the real property being
funded (provided however that in computing the acquisition costs, fees paid to an Affiliate shall be limited to usual
and customary charges for such services), OR
(c) seventy percent (70%) of the Orderly Liquidation Value of the Real Property Collateral."
(c) The definition of Maximum Amount in Section 1.1 of the Agreement is deleted in its entirety