BLUEGREEN CORP
AMEND NO. 4 TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.133
<SEQUENCE>6
<FILENAME>d55694_ex10-133.txt
<DESCRIPTION>AMEND NO. 4 TO LOAN AND SECURITY AGREEMENT
<TEXT>
                                                                  EXHIBIT 10.133

              AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT

      This Amendment Number Four to Loan and Security Agreement ("Amendment") is
entered into as of March 26, 2003, 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, as Amended by that certain Amendment Number One to Loan and Security
Agreement dated as of December 1, 2000, as further amended by that certain
Amendment Number Two to Loan and Security Agreement dated as of November 9, 2001
and that certain Amendment Number Three to Loan and Security Agreement dated as
of August 28, 2002 (as amended, the" Agreement").

      FACT TWO: Borrower and Foothill desire to amend the Agreement as provided
for and on the conditions herein.

      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.

      2. AMENDMENTS.

            (a) The following new definitions are added to Section 1.1 of the
Agreement:

            ""Bluegreen Communities" means BLUEGREEN COMMUNITIES OF GEORGIA,
            LLC, a Georgia limited liability company."

            ""Fourth Amendment" means that certain Amendment Number Four to Loan
            and Security Agreement dated as of March 26, 2003, executed by
            Borrower and Foothill."

            ""Land Inventory Borrowing Base" means an amount equal to the lesser
            of (a) Eight Million Five Hundred Thousand Dollars ($8,500,000.00),
            (b) seventy-five percent (75%) of the sum of acquisition costs of
            real property plus sixty-five percent (65%) of Borrower's actual
            costs of improvements to be erected thereon, or (c) Foothill's
            in-house appraisal of the Real Property. The foregoing provision of
            (b) notwithstanding, the computation of the Land Inventory Borrowing
            Base shall be further limited for each such subsection by a project
            to project limitation of seventy percent (70%) of the Orderly
            Liquidation Value of each project.."


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            ""Mulberry Deed to Secure Debt" means that certain Deed to Secure
            Debt, Assignment of Rents, Security Agreement and Fixture Filing
            executed by Bluegreen Communities dated contemporaneously to the
            date of the Fourth Amendment, which secures the Obligations of the
            Mulberry Note and the Agreement (excluding Advances made pursuant to
            sections 2.1, 2.3, 2.8, and 2.9 of the Loan Agreement), and which
            encumbers the Mulberry Property."

            ""Mulberry Note" means that certain "Land Inventory Advance Note
            (Secured) ($8,500,000.00) executed by Borrower and Bluegreen
            Communities dated contemporaneously to the date of the Fourth
            Amendment and Secured by the Mulberry Deed to Secure Debt."

            ""Mulberry Property" means the property commonly known as Meadows in
            Braselton, f/k/a Mulberry Plantation, situate in Jackson County,
            Georgia, as more particularly described in the Mulberry Deed to
            Secure Debt."

            (b) The definition of "Loan Documents" in Section 1.1 of the Loan
Agreement is deleted in its entirety and the following substituted in its place
and stead:

            ""Loan Documents" means this Agreement, the Pledge Agreement, the
            Lock Box Agreements, the Mortgages, the Term Note, the C- Term Note,
            the Mulberry Note, the Mulberry Deed to Secure Debt, any other note
            or notes executed by Borrower and payable to Foothill, and any other
            agreement entered into in connection with this Agreement."

            (c) The definition of "Mortgages" in Section 1.1 of the Loan
Agreement is deleted in its entirety and the following substituted in its place
and stead:

            ""Mortgages" means one (1) or more deeds of trust, mortgages or
            deeds to secure debt, executed by Borrower or any Affiliate of
            Borrower in favor of Foothill, the form and substance of which shall
            be satisfactory to Foothill, that encumber the Real Property and the
            related improvements thereto. The term "Mortgages" includes the
            Mulberry Deed to Secure Debt."

            (d) Section 2.1(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

            "(a) In addition to the Land Inventory Advances set forth in Section
            2.2 hereof, the Term Loan and B Line Advances set forth in Section
            2.3 hereof, the Pledged T Note Advances set forth in Section 2.8
            hereof, and the C Line Advances set forth in Section 2.9, hereof,
            subject to the terms and conditions of this Agreement, and further
            for a period through and including December 31, 2005 only, and
            further provided Borrower is not in default hereunder (subject to
            grace periods, if any), including,


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            specifically, Section 6.13 hereof, Foothill agrees to make advances
            to Borrower upon the pledge to Foothill of the Pledged A Notes ("A
            Line Advances") in an amount not to exceed the A Line Borrowing
            Base."

            (e) Section 2.2(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

            "(a) In addition to the A Line Advances set forth in Section 2.1
            hereof, the Term Loan and B Line Advances set forth in Section 2.3
            hereof, the Pledged T Note Advances set forth in Section 2.8 hereof,
            and the C Line Advances set forth in Section 2.9 hereof, subject to
            the terms and conditions of this Agreement, , and further for a
            period through and including December 31, 2005 only, and provided
            Borrower is not in default hereunder (subject to grace periods, if
            any), including, specifically, Section 6.13 hereof, Foothill agrees
            to make non-revolving advances to Borrower in an amount not to
            exceed the Land Inventory Borrowing Base ("Land Inventory Advances")
            to enable it to buy and develop Approved Land Projects for
            subsequent resale to the public. Land Inventory Advances shall be
            used for this and for no other purpose. All such acquired assets
            shall become Collateral. At Foothill's request, Borrower shall
            execute a Secured Promissory Note to evidence the borrowings under
            this Section 2.2. "

            (f) Section 2.3(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

            "(a) In addition to the A Line Advances set forth in Section 2.1
            hereof, the Land Inventory Advances set forth in Section 2.2 hereof,
            the Pledged T Note Advances set forth in Section 2.8 hereof, and the
            C Line Advances set forth in Section 2.9 hereof, subject to the
            terms and conditions of this Agreement, and for a period through and
            including December 31, 2005 only, and further provided Borrower is
            not in default hereunder (subject to grace periods, if any),
            including, specifically, Section 6.13 hereof, Foothill agrees to
            make advances to Borrower upon the pledge to Foothill of the Pledged
            B Notes ("B Line Advances") in an amount not to exceed the lesser of
            (i) Five Million Dollars ($5,000,000); or (ii) the B Line Borrowing
            Base."

            (g) Section 2.4(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

            "(a) Interest Rate. All Obligations (other than Obligations incurred
            pursuant to Section 2.2 above) shall bear interest, on the actual
            Daily Balance, computed as follows: (i) should the average monthly
            outstanding loan balance on advances made pursuant to Sections 2.1
            2.8, and 2.9 above equal or exceed $10,000,000 for any month, then
            the interest rate


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            charged on all Obligations (other than Obligations incurred pursuant
            to Section 2.2 above) for such month shall be computed at a rate
            equal to three-quarters (3/4) percentage point above the Reference
            Rate; (ii) should the average monthly outstanding loan balance on
            advances made pursuant to Sections 2.1, 2.8 and 2.9 be less than
            $10,000,000 for any consecutive ten day period, then the interest
            rate charged on all Obligations (other than Obligations incurred
            pursuant to Section 2.2 above) for the period of time commencing
            with the first day of the calendar month preceding the date on which
            the Obligations dropped below $10,000,000 until the first day of the
            subsequent month when the Obligations have once again equaled or
            exceeded $10,000,000 shall be computed at a rate equal to the
            greater of: (i) seven percent (7%) per annum; or (ii) one (1)
            percentage point above the Reference Rate. The Obligations arising
            out of Land Inventory Advances set forth in Section 2.2 shall bear
            interest on the average Daily Balance, at a rate of one and
            one-quarter (1.25) percentage points above the Reference Rate."

            (h) Section 2.4(c) of the Loan Agreement is amended by deleting the
first sentence therein in its entirety.

            (i) Section 2. 7(b) of the Loan Agreement is amended by adding the
following sentence at the conclusion thereof:

            "Accordingly, with the funding of the Land Inventory Advance
            evidenced by the Mulberry Note, a one time funding fee of Eighty
            Five Thousand Dollars ($85,000.00) shall be owing, which such fee is
            fully earned and payable and which shall be added to the
            Obligations."

            (j) Section 2.7 of the Loan Agreement is amended by deleting
subsection (c) and (d) in their entirety and the following substituted in their
place and stead:

            "(c) Financial Examination, Documentation, and Appraisal Fees.
            Foothill's customary fee of Seven Hundred Fifty Dollars ($750) per
            day per examiner, plus out-of-pocket expenses for each financial
            analysis and examination of Borrower performed by Foothill or its
            agents; Foothill's customary appraisal fee of Seven Hundred Fifty
            Dollars ($750) per day per appraiser, plus out-of-pocket expenses
            for each appraisal of the Collateral performed by Foothill or its
            agents.

            "(d) Servicing Fee. On the first day of each month following the
            Effective Date during the term of this Agreement, and thereafter so
            long as any Obligations are outstanding, a servicing fee in an
            amount equal to Five Thousand Dollars ($5,000) per month.

            (k) Section 2.8(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:


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            "(a) In addition to the Pledged A Note Advances set forth in Section
            2.1 hereof, the Land Inventory Advances set forth in Section 2.2
            hereof, the Term Loan and B Line Advances set forth in Section 2.3
            hereof, and the C Line Advances set forth in Section 2.9, subject to
            the terms and conditions of this Agreement, and further for a period
            through and including December 31, 2005 only, and further provided
            Borrower is not in default hereunder (subject to grace periods, if
            any), including, specifically, Section 6.13 hereof, Foothill agrees
            to make advances to Borrower upon the pledge to Foothill of the
            Pledged T Notes ("T Line Advances") in an amount not to exceed the T
            Line Borrowing Base."

            (1) Section 2.9(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

            "(a) In addition to the Pledged A Note Advances set forth in Section
            2.1 hereof, the Land Inventory Advances set forth in Section 2.2
            hereof, the Term Loan and B Line Advances set forth in Section 2.3
            hereof, and the Pledged T Note Advances set forth in Section 2.8
            hereof, subject to the terms and conditions of this Agreement, and
            further for a period through and including December 31, 2005 only,
            and further provided Borrower is not in default hereunder (subject
            to grace periods, if any), including, specifically, Section 6.13
            hereof, Foothill agrees to make advances to Borrower upon the pledge
            to Foothill of the Pledged C Notes ("C Line Advances") in an amount
            not to exceed the C Line Borrowing Base. "

            (m) Section 3.5 of the Loan Agreement is deleted in its entirety and
the following substituted in its place and stead:

            "3.5 Term. This Agreement shall become effective upon the execution
            and delivery hereof by Borrower and Foothill and shall continue in
            full force and effect for a term ending on December 31, 2007. The
            foregoing notwithstanding: (i) that portion of the Obligations
            evidencing Land Inventory Advances borrowed pursuant to Section 2.2
            hereof shall be all due and payable on or before March 10, 2006; and
            (ii) Foothill shall have the right to terminate its obligations
            under this Agreement immediately and without notice upon the
            occurrence and during the continuation of an Event of Default."

            (n) Section 3.7 of the Loan Agreement is deleted in its entirety and
the following substituted in its place and stead:

            "3.7 Early Termination by Borrower. Borrower has the option, at any
            time upon ninety (90) days prior written notice to Foothill, to
            terminate this Agreement by paying to Foothill, in cash, the
            Obligations together with a premium ("Early Termination Fee") equal
            to the applicable percentage of


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            the Maximum Amount as follows:

                           if the facility is so terminated on or before
                           December 31, 2003: 3%

                           if the facility is so terminated during
                           calendar year 2004: 2%

                           if the facility is so terminated during
                           calendar year 2005: 1%

                           if the facility is so terminated after
                           December 31, 2005: .5%.

            The foregoing notwithstanding, Borrower shall have the right upon
            thirty (30) days prior written notice to Foothill, to pay-off in
            full the Land Inventory Advances without the payment of an Early
            Termination Fee, unless all the Obligations are paid off
            contemporaneously therewith."

            (o) Section 4.8 of the Loan Agreement is deleted in its entirety and
the following substituted in its place and stead:

            "4.8 Release of Security Interests in the Pledged Notes: Release of
            Security when Advances are Equal to Zero.

                  "(a) Provided there shall not have occurred an Event of
                  Default, and provided further that Borrower shall pay in full
                  all interest and principal owing on the A Line Advances at the
                  time of release, Borrower shall have the right to cause to be
                  released from Foothill's lien all (but not part of) the
                  Pledged A Notes provided such release is to enable Borrower to
                  securitize the Pledged A Notes by the issuance of note backed
                  securities or commercial paper. The Early Termination Fee
                  provided for in Section 3.7 hereof, shall not be payable,
                  however the minimum interest payment shall still be payable in
                  accordance with the provisions contained herein.

                  "(b) Provided there shall not have occurred an Event of
                  Default, and provided further that Borrower shall pay in full
                  all interest and principal owing on the B Line Advances at the
                  time of release, Borrower shall have the right to cause to be
                  released from Foothill's lien all (but not part of) the
                  Pledged B Notes provided such release is to enable Borrower to
                  securitize the Pledged B Notes by the issuance of note backed
                  securities or commercial paper. The Early Termination Fee
                  provided for in Section 3.7 hereof, shall not be payable,
                  however the minimum interest


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                  payment shall still be payable in accordance with the
                  provisions contained herein.

                  "(c) Provided there shall not have occurred an Event of
                  Default, and provided further that Borrower shall pay in full
                  all interest and principal owing on the C Line Advances at the
                  time of release, Borrower shall have the right to cause to be
                  released from Foothill's lien all (but not part of) the
                  Pledged C Notes provided such release is to enable Borrower to
                  securitize the Pledged C Notes by the issuance of note backed
                  securities or commercial paper. The Early Termination Fee
                  provided for in Section 3.7 hereof, shall not be payable,
                  however the minimum interest payment shall still be payable in
                  accordance with the provisions contained herein.

                  "(d) Provided there shall not have occurred an Event of
                  Default, and provided further that Borrower shall pay in full
                  all interest and principal owing on the T Line Advances at the
                  time of release, Borrower shall have the right to cause to be
                  released from Foothill's lien all (but not part of) the
                  Pledged T Notes provided such release is to enable Borrower to
                  securitize the Pledged T Notes by the issuance of note backed
                  securities or commercial paper. The Early Termination Fee
                  provided for in Section 3.7 hereof, shall not be payable,
                  however the minimum interest payment shall still be payable in
                  accordance with the provisions contained herein."

            (p) There is added a new Section 5.20 to the Loan Agreement as
follows:

            "5.20 Bluegreen Communities. Borrower is the sole owner of the
            equity interests in Bluegreen Communities."

              (q) There is added a new Section 7.19 to the Loan Agreement as
follows:

            "7.19 Execution of Mulberry Loan Documents. Execute a form of the
            Mulberry Note or Mulberry Deed to Secure Debt other than the final
            form provided to Borrower or its counsel, or fail to obtain a policy
            of title insurance insuring the lien of the same in accordance with
            the instructions of Foothill's counsel."

      3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.

      4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.


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      5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this Amendment.

      6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, title fees,
search fees, filing and recording fees, documentation fees, appraisal fees,
travel expenses, and other fees, and the reasonable fees and expenses of its
counsel) arising in connection with the preparation, execution, and delivery of
this Amendment and all related documents.

      7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.

      8. COUNTERPARTS: EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto. This Agreement may
be executed and the signature pages telecopied between the parties. A
telefacsimile signature is deemed an original for all purposes.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation

                                        By /S/ KEVIN BELANGER
                                           -------------------------------
                                        Print Name:  Kevin Belanger
                                        Print Title:  Vice President


                                        BLUE GREEN CORPORATION,
                                        a Massachusetts corporation

                                        By /S/ DANIEL C. KOSCHER
                                           -------------------------------
                                        Print Name:  Daniel C. Koscher
                                        Print Title:  Senior Vice President


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