execution copy amended and restated administrative services agreement this amended and restated administrative services agreement ( “ agreement ” ) dated as of the 31st day of december, 2007, is made by and among bluegreen / big cedar vacations, llc, a delaware limited liability company ( the “ company ” ), bluegreen vacations unlimited, inc., a florida corporation ( “ bluegreen ” ), and big cedar, l. l. c., a missouri limited liability company ( “ big cedar ” ). the company, bluegreen and big cedar are each referred to herein as a “ party ”, and collectively as “ parties. ” recitals : whereas, the company and bluegreen previously entered into that certain administrative services agreement dated as of june 16, 2000 ( the “ original administrative services agreement ” ), which provided for an arrangement by which bluegreen provided certain general and administrative services relating to the big cedar timeshare project on the terms set forth therein ; and whereas, the company and bluegreen now desire to amend and restate the original administrative services agreement in its entirety on the terms and conditions set forth herein. now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the original administrative services agreement is hereby amended by striking said original administrative services agreement in its entirety and substituting therefore the following amended and restated administrative services agreement : 1. definitions. ( a ) annual sales volume shall mean the annual gross sales of timeshare interests in the timeshare projects, less purchaser cancellation and defaults, determined quarterly. ( b ) big cedar timeshare project shall mean that certain timeshare project developed by the company known as the wilderness club at big cedar and located contiguous to the big cedar lodge in ridgedale, taney county, missouri, including that portion of the big cedar timeshare project known as “ building 3000, ” which timeshare project is located on that certain property described on exhibit “ b ” to the operating agreement and incorporated herein by this reference. ( c ) operating agreement shall mean that certain amended and restated operating agreement of bluegreen / big cedar vacations, llc, dated as of the date hereof, by and among bluegreen and big cedar. ( d ) red rock bluff timeshare project shall mean that certain timeshare project to be