Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Bluegreen Vacations Unlimited, Inc., ("BVU"), our wholly-owned subsidiary, has an existing revolving master acquisition, development and construction facility loan agreement (the "Master Facility") with Textron Financial Corporation ("Textron"). The Master Facility has been used to facilitate the borrowing of funds for resort acquisition and development activities, and we have guaranteed all sub-loans under the Master Facility.

On October 28, 2009, we, BVU and Textron, entered into an amendment to the Master Facility and a sub-loan under the Master Facility used to fund the acquisition and development of our Odyssey Dells Resort (the "Sub-Loan"). The amendment to the Sub-Loan extended the final maturity of outstanding borrowings under the Sub-Loan from October 31, 2010 to December 31, 2011, and revised the periodic minimum required principal amortization. Prior to the amendment, the next minimum required principal payment would have been $3.5 million on or before October 31, 2009 with the balance due on October 31, 2010. As amended, our next minimum required principal payment will be approximately $0.4 million in March 2010 with additional minimum required principal payments of $1.0 million per quarter thereafter through maturity. We will continue to pay Textron principal payments as we sell each timeshare interest that collateralizes the Sub-Loan, which payments will count towards the minimum required principal payments. As of the date of this filing, our outstanding borrowings under the Sub-Loan totaled approximately $7.4 million.

The Master Facility represented the maximum amount of credit that Textron would extend for resort acquisition and development activities, subject to Textron's further approval of sub-loans for specific projects. As of September 30, 2009, the remaining available credit under the Master Facility was approximately $50.6 million. We had previously substantially completed our near-term intended development activities on existing projects under the Master Facility earlier in 2009, and currently have no intentions to acquire additional projects prior to the expiration of the Master Facility's project approval period in April 2010. Therefore, in exchange for the extended maturities on the Sub-Loan, we agreed to amend the Master Facility to terminate our remaining availability under the Master Facility.

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