EXHIBIT 10.117
EXECUTION COPY
TRANSFER SUPPLEMENT
TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto (this "Supplement"),
among the transferor Purchaser set forth in Item 2 of Schedule I hereto (the "Transferor Purchaser"), the
Purchasing Purchaser set forth in Item 3 of Schedule I hereto (the "Purchasing Purchaser") and ING Capital LLC
("ING"), as Agent for the Purchasers under, and as defined in, the Note Purchase Agreement described below
(in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, this Supplement is being executed and delivered in accordance with subsection 8.1(e) of the
Amended and Restated Note Purchase Agreement, dated as of April 17, 2002, among BXG RECEIVABLES
NOTE TRUST 2001-A, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer ("Bluegreen"),
BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers parties thereto
and the Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Note Purchase Agreement"); unless otherwise defined herein, terms defined in the Note Purchase
Agreement are used herein as therein defined;
WHEREAS, there is one outstanding Note issued pursuant to the Note Purchase Agreement and the Indenture
and such Note is registered in the name of the Agent, as nominee for the Purchasers;
WHEREAS, the Purchasing Purchaser wishes to (i) become a Purchaser party to the Note Purchase Agreement
and (ii) acquire and assume from the Transferor Purchaser, all of its interests in the Notes and all of the
Transferor Purchaser's rights, obligations and commitments as a Noncommitted Purchaser under the Note
Purchase Agreement;
WHEREAS, the Transferor Purchaser wishes to sell and assign to the Purchasing Purchaser, such Notes and
such rights, obligations and commitments under the Note Purchase Agreement;
WHEREAS, simultaneous with the effectiveness hereof, ING, in its capacity as the Committed Purchaser to the
Note Purchase Agreement, will