BLUEGREEN CORP
MODIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.164
<SEQUENCE>11
<FILENAME>d59041_ex10-164.txt
<DESCRIPTION>MODIFICATION AGREEMENT
<TEXT>

                                                                  EXHIBIT 10.164

                             MODIFICATION AGREEMENT

                              (AD&C Loan Agreement)

      THIS MODIFICATION AGREEMENT (AD&C Loan Agreement) ("Modification
Agreement"), dated effective as of the 10th day of September, 2003 ("Effective
Date"), is entered into by and between BLUEGREEN VACATIONS UNLIMITED, INC., a
Florida corporation ("Borrower") and RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation ("Lender") with respect to the Loan Documents defined below.

                                R E C I T A L S:

      A. Borrower and Lender are parties to that certain Loan Agreement dated as
of February 10, 2003 ("Loan Agreement"), pursuant to which Lender agreed to make
a revolving acquisition, development and construction loan to Borrower on the
terms and conditions set forth therein in a maximum principal amount of
$15,000,000 ("Loan"). The documents executed in connection with the Loan are
collectively referred to as the "Loan Documents." All terms used herein with
initial capital letters, unless otherwise defined herein, shall have the same
meanings given such terms in the Loan Agreement.

      B. Bluegreen Corporation, a Massachusetts corporation, executed a Full
Guaranty dated as of February 10, 2003 ("Guaranty") in favor of Lender
Guarantying the payment and performance of the obligations of Borrower under the
Loan Documents.

      C. The total outstanding balance of the Loan presently owed by Borrower to
Lender as of the Effective Date of this Modification Agreement is $0 ("Loan
Balance"), plus any and all accrued and unpaid interest thereon and certain
costs and expenses of Lender to the extent due and owing under the Loan
Documents.

      D. Borrower has requested that Lender modify the Loan and the other Loan
Documents to, among other things: (i) extend the Approval Period during which
new projects will be considered for approval for funding from proceeds of the
Loan and thereby concurrently extend the Maturity Date, and (ii) increase the
Loan Amount under the Loan Agreement from $15,000,000 to $45,000,000. Lender is
willing to so modify the Loan, the Loan Agreement and the other Loan Documents,
subject to the terms and conditions herein.

      E. All of the documents executed in connection with this Modification
Agreement, inclusive of the Modification Agreement, shall be referred to herein
as the "Modification Documents."

                               A G R E E M E N T:

      NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants

<PAGE>

hereinafter stated, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    Acknowledgement of Existing Indebtedness.

      1.1 Borrower acknowledges that it is truly and justly indebted to Lender
in the amount of the Loan Balance, plus all accrued and unpaid interest on the
Loan and all other costs, fees and expenses that are, under the Loan Agreement
or the other Loan Documents, properly chargeable to Borrower.

      1.2 Borrower acknowledges that, as of the date hereof, it has (i) no
defense, counterclaim, offsets, cross-complaint, claim or demand of any nature
whatsoever which can be asserted as a basis to seek affirmative relief or
damages from Lender or to reduce or eliminate all or any part of its liability
to repay the Loan, and (ii) no other claim against Lender with respect to any
aspect of the transactions in respect of which the Loan was made.

2.    Modification to Loan Documents.

      2.1 Modification of Loan Agreement: As material inducements to Lender to
enter into this Modification Agreement, and acknowledging Lender's reliance upon
such inducements, the parties agree that the Loan Agreement is amended in the
following respects:

            (a)   Modification of Definitions within Loan Agreement:

                  (i) The definition of the term "Commitment Fee" is hereby
      amended by deleting such definition in its entirety and replacing and
      substituting in lieu thereof the following:

                  "Commitment Fee" means 3/4 of 1% of the Loan Amount, i.e.
                  $337,500. Borrower and Lender agree that (i) Lender has earned
                  the entire amount of the Commitment Fee as of the Effective
                  Date of this Modification Agreement and (ii) Borrower is
                  required to pay the Commitment Fee in advance on the dates set
                  forth in Section 2.4.

                  (ii) The definition of the term "Loan Amount" is hereby
      amended to mean $45,000,000 (with the understanding that all references in
      the Loan Agreement stating the prior acquisition, development and
      construction loan amount of $15,000,000 is concurrently amended to read
      $45,000,000).

                  (iii) The definition of the term "Maturity Date" is hereby
      amended by deleting such definition in its entirety and replacing and
      substituting in lieu thereof the following:

                  "Maturity Date" means the first to occur of (i) the Project
                  Loan Repayment Date set for in the last Project Commitment
                  incorporated into this Loan Agreement, (ii) the date which is
                  6 years from the Effective Date of this Modification
                  Agreement, or (iii) any earlier date on which the Loan


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<PAGE>

                  is accelerated or otherwise required to be repaid pursuant to
                  the terms of this Loan Agreement.

                  (iv) The definition of the term "Receivables Loan" is hereby
      amended by deleting such definition in its entirety and replacing and
      substituting in lieu thereof the following:

                  "Receivables Loan" means the revolving receivables loan made
                  by Lender to Borrower's Affiliates in the maximum principal
                  amount of $75,000,000 pursuant to the terms and conditions of
                  the Receivables Loan Agreement.

            (b)   Modification of Loan Agreement Terms:

                  (i) Section 2.4 of the Loan Agreement is hereby amended by
      deleting the existing Section 2.4 in its entirety and replacing and
      substituting in lieu thereof the following Section 2.4:

                  Section 2.4 Commitment Fee

                  Lender acknowledges receipt of $112,500 of the Loan Fee as of
                  June 30, 2003. Borrower will pay to Lender the remaining
                  amount of the Loan Fee on the following dates: (i) a good
                  faith deposit of $10,000 was paid by Borrower to Lender on the
                  date that Borrower accepted the term sheet for the
                  modification of the Loan; and (ii) the remaining amount of the
                  Loan Fee in the amount of $215,000 shall be paid to Lender
                  within 90 days of the Effective Date of this Modification
                  Agreement.

                  (ii) Section 5.2(3) of the Loan Agreement is hereby amended by
      deleting the existing Section 5.2(3) in its entirety and replacing and
      substituting in lieu thereof the following Section 5.2(3):

                  Section 5.2(3) Monthly Sales Reports and Sales Information. If
                  requested by Lender, Borrower will cause to be furnished to
                  Lender, on or before the 20th day after the end of each month,
                  a sales report showing the number of sales and closings of
                  Time-Share Interests and the aggregate dollar amount thereof,
                  including down payments, during such month. Borrower will
                  deliver to Lender within 10 Business Days after receipt of a
                  written request from Lender to do so, (i) sales literature,
                  consumer documents forms, registrations/consents to sell, and
                  final subdivision public reports/public offering
                  statements/prospectuses relative to the Time-Share Interests
                  and (ii) current price lists for sale of the Time-Share
                  Interests.

      2.2 Modification of Other Loan Documents. Without limiting Lender's right
to require that all other Loan Documents be expressly amended by a separate
instrument in order to effect the intent of this Modification Agreement, all of
the Loan Documents are hereby deemed to be amended to include this Modification
Agreement and the other Modification Documents with the additional understanding
and agreement that any reference to the Loan Amount shall be equal to
$45,000,000 and that any reference to the Receivables Loan shall be


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<PAGE>

equal to $75,000,000.

3.    Fees, Costs and Expenses.

      Borrower agrees to pay to Lender all reasonable costs and expenses
incurred by Lender in connection with this Modification Agreement and the other
modification of the Loan Documents, including, without limitation, attorneys'
fees and expenses incurred. Such legal fees and expenses shall include, without
limitation, the costs associated with this Modification Agreement. Borrower
agrees to pay such costs and expenses to Lender immediately upon the execution
of this Modification Agreement.

4.    Reaffirmation of Existing Security Interests.

      Borrower hereby confirms and agrees that Lender's security interest in all
of the collateral previously pledged to Lender pursuant to the Loan Documents
shall continue to secure the payment and performance of all of Borrower's
Obligations to Lender, as modified by this Modification Agreement.

5.    Representations, Warranties And Agreements Of Borrower.

      As material inducements to Lender to enter into this Modification
Agreement, and acknowledging Lender's reliance upon the truth and accuracy
thereof, Borrower represents, warrants, acknowledges and agrees that:

      5.1 The recitals set forth above are true and correct.

      5.2 All financial statements and other information delivered to Lender by
or on behalf of Borrower or Guarantor in connection with this Modification
Agreement were true and correct as of the respective dates thereof, and that
neither Borrower's nor Guarantor's financial condition has not adversely and
materially altered as of the date of this Modification Agreement from that
presented by the latest such financial statements and other information provided
to Lender.

      5.3 As of the date hereof, no Event of Default or Incipient Default exists
with respect to the Loan Documents.

      5.4 As of the date hereof, Borrower is not the subject of a pending
bankruptcy proceeding and Borrower is not aware of any threatened bankruptcy
proceeding against Borrower.

      5.5 As of the date hereof, Guarantor is not the subject of a pending
bankruptcy proceeding, and Borrower is not aware of any threatened bankruptcy
proceeding against Guarantor.

      5.6 There are no proceedings pending or threatened against or affecting
Borrower (or to the best of Borrower's knowledge, threatened against or
affecting Guarantor) in any court, before any governmental authority, or
arbitration board or tribunal which may now or in the future materially
adversely affect Borrower or Guarantor.

      5.7 All of the representations and warranties contained in the Loan
Agreement and the


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<PAGE>

other Loan Documents are true and correct as of the date hereof and are hereby
reaffirmed and ratified.

      5.8 This Modification Agreement and any documents and instruments executed
in connection herewith have been authorized by all necessary action and when
executed will be the legal, valid and binding obligations of Borrower.

      5.9 Borrower's execution, delivery and performance of this Modification
Agreement does not and will not (i) violate any law, rule, regulation or court
order to which Borrower is subject, (ii) conflict with or result in a breach of
the articles of formation, bylaws, operating agreement, partnership agreement or
other formation document of Borrower or any agreement or instrument to which
Borrower is a party or by which its properties are bound, or (iii) result in the
creation or imposition of any lien, security interest or encumbrance on any
property of Borrower, whether now owned or hereafter acquired, other than liens
in favor of Lender.

      5.10 Borrower acknowledges that Borrower has consulted with counsel and
with such other experts and advisors as it has deemed necessary in connection
with the negotiation, execution and delivery of this Modification Agreement.
This Modification Agreement shall be construed without regard to any presumption
or rule requiring that it be construed against the party causing this
Modification Agreement or any part hereof to be drafted.

      5.11 All terms, conditions and provisions of the Loan Agreement, the
applicable promissory note and the other Loan Documents are hereby reaffirmed,
ratified and continued in full force and effect and shall remain unaffected and
unchanged except as specifically amended hereby.

6.    Conditions Precedent To Effectiveness.

      The effectiveness of this Modification Agreement is subject to the full
and complete satisfaction of each and every one of the following conditions
precedent:

      6.1 Lender shall have received the following documents duly executed and
in form and substance acceptable to Lender:

            (a)   this Modification Agreement;

            (b)   an Amendment No. 1 to the Note;

            (c)   a Consent and Agreement of Guarantor;

            (d)   amendments applicable to the Receivables Loan Documents;

            (e)   Resolutions of Borrower and Guarantor authorizing the
                  execution of the Modification Documents;

            (f)   an opinion from counsel to Borrower and Guarantor as to such
                  matters as Lender may require, which counsel shall be
                  reasonably satisfactory to Lender; and


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<PAGE>

            (g)   such other documents that Lender in its discretion may
                  require.

      6.2 Borrower shall provide to Lender a summary of all material pending or
threatened actions, suits or proceedings affecting Borrower, which summary shall
be satisfactory to Lender.

      6.3 Borrower shall provide to Lender, for Lender's review and approval,
the loan documents evidencing the 10.5% senior secured notes payable in the
amount of $110,000,000 due in 2008, which documents (and the applicable remedies
of the holders of such notes) shall be satisfactory to Lender.

      6.4 Lender shall have received from Borrower any amounts due to Lender
pursuant to Section 3 of this Modification Agreement.

      6.5 Borrower's Affiliates shall have satisfied the conditions precedent to
closing that certain Modification Agreement (Receivables Loan Agreement) dated
as of even date herewith.

7.    Miscellaneous Terms.

      7.1 Complete Agreement. Notwithstanding anything to the contrary contained
herein or in any other instrument executed by the parties and notwithstanding
any other action or conduct undertaken by the parties on or before the date
hereof, the agreements, covenants and provisions contained herein shall
constitute the only evidence of Lender's agreement to modify the Loan Agreement
and the other Loan Documents. Accordingly, no express or implied consent to any
further modifications shall be inferred or implied by Lender's execution of this
Modification Agreement. The Loan Agreement and this Modification Agreement,
together with the other Loan Documents, constitute the entire agreement and
understanding among the parties relating to the subject matter hereof, and
supersedes all prior proposals, negotiations, agreements and understandings
relating to such subject matter. In entering into this Modification Agreement,
Borrower acknowledges that it is relying on no statement, representation,
warranty, covenant or agreement of any kind made by the Lender or any employee
or agent of the Lender, except for the agreements of Lender set forth herein.

      7.2 No Waiver. Lender's execution of this Modification Agreement shall not
constitute a waiver (either express or implied) of the requirement that any
further modification of the Loan Agreement or of any other Loan Document shall
require the express written approval of Lender. No such approval (either express
or implied) has been given as of the date hereof.

      7.3 Full Force and Effect; Conflict. Other than as specifically set forth
herein, the remaining terms of the Loan Agreement and the other Loan Documents
shall remain in full force and effect. Notwithstanding anything to the contrary
contained in the Loan Agreement or the other Loan Documents, in the event of a
conflict between the terms of this Modification Agreement (on the one hand) and
the Loan Agreement or other Loan Documents (on the other hand), the terms of
this Modification Agreement shall control. Nothing contained in this
Modification Agreement is intended to or shall be construed as relieving any
person or entity, whether a party to this Modification Agreement or not, of any
of such person's or entity's obligations to Lender.


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<PAGE>

      7.4 Successors and Assigns. The Loan Documents as modified herein shall be
binding upon and shall inure to the benefit of Borrower and Lender and their
successors and assigns and the executors, legal administrators, personal
representatives, heirs, devisees, and beneficiaries of Borrower, provided,
however, Borrower may not assign any of its rights or delegate any of its
obligations under the Loan Documents and any purported assignment or delegation
shall be void.

      7.5 Severability. If any one or more of the provisions of a Modification
Document is held to be invalid, illegal or unenforceable in any respect or for
any reason (all of which invalidating laws are waived to the fullest extent
possible), the validity, legality and enforceability of any remaining portions
of such provision(s) in every other respect and of the remaining provision(s) of
such Modification Document shall not be in any respect impaired. In lieu of each
such unenforceable provision, there shall be added automatically as a part of
such Modification Document a provision that is legal, valid and enforceable and
is as similar in terms to such unenforceable provisions as may be possible.

      7.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document. Signature pages may be
detached from the counterparts and attached to a single copy of this
Modification Agreement to physically form one document.

DATED as of the date first above stated.


                                         BORROWER:

                                         BLUEGREEN CORPORATION, a

                                         Massachusetts corporation

                                         By: /S/ JOHN F. CHISTE
                                             -----------------------------------
                                         Printed Name: JOHN F. CHISTE
                                         Title: SR. V.P., TREASURER & CFO


                                         LENDER

                                         RESIDENTIAL FUNDING CORPORATION,
                                         a Delaware corporation

                                         By /S/ JEFF OWINGS
                                            ------------------------------------
                                         Print Name: Jeff Owings
                                         Its: Managing Director


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