On March 31, 2008, the Company completed a private offering and sale of $60.0 million of timeshare loan-backed securities (the "2008 Term Securitization"). The amount of the receivables sold totaled $68.6 million, including: (1) $61.4 million of loans in aggregate principal of timeshare loans that were previously transferred under an existing timeshare loans purchase facility with Branch Banking & Trust Company ("BB&T") (the "BB&T Purchase Facility"); and (2) $7.2 million of timeshare loans owned by Bluegreen immediately prior to the 2008 Term Securitization.   BB&T Capital Markets acted as the Initial Purchaser in the 2008 Term Securitization.

The proceeds from the 2008 Term Securitization were used to: (1) repay $51.0 million of the $60.6 million outstanding under the BB&T Purchase Facility; (2) deposit initial amounts in a required cash reserve account; (3) pay certain transaction fees and expenses; and (4) and provide net cash proceeds of $5.8 million to Bluegreen, which will be used for general corporate purposes and debt service. Bluegreen also received a retained interest in the future cash flows from the 2008 Term Securitization. The timeshare loans were sold to BRFC 2008-A LLC, a wholly-owned, special purpose finance subsidiary of the Company (the "Subsidiary"). The Subsidiary then sold the timeshare loans to BXG Receivables Note Trust 2008-A, a Delaware statutory trust (a qualified special purpose entity), without recourse to Bluegreen or the Subsidiary except for breaches of certain representations and warranties at the time of sale. The Company expects to account for this transaction as an "off-balance sheet" sale of receivables.

The securities sold in the 2008 Term Securitization have not been registered under the Securities Act and may not be offered or sold except in reliance on an exemption from such registration requirements.

Expansion of existing debt arrangement

The Company has renewed the BB&T Purchase Facility (previously mentioned above), extending the facility to May 2010 and expanding the facility amount to a cumulative purchase price of $150 million on a revolving basis, subject to the terms of the facility and certain conditions precedent. The original BB&T Purchase Facility signed on June 1, 2006 allowed for transfers of notes receivable for a cumulative purchase price of up to $137.5 million, on a revolving basis, through May 2008.

As a result of the amounts repaid under the BB&T Purchase Facility with the proceeds of the 2008 Term Securitization (as described above), availability under the facility is currently approximately $140 million and accordingly Bluegreen Timeshare Finance Corporation I, a wholly-owned, special purpose finance subsidiary of the Company, may transfer additional timeshare loans for a cumulative purchase price of up to approximately $140 million, on a revolving basis, through May 2010 at approximately 83% of the principal balance, subject to the eligibility requirements and certain conditions precedent.

Repayment of $55 Million of Senior Secured Notes