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

Timeshare Loan Term Securitization

On December 17, 2010, Bluegreen Corporation (“we” or “the Company”) completed a private offering and sale of $107.6 million of investment-grade, timeshare loan-backed notes (the "2010-A Term Securitization"). The 2010-A Term Securitization consisted of the issuance of $88.0 million of A rated and $19.6 million of BBB rated timeshare-loan backed notes with coupon rates of 5.1% and 7.5%, respectively, which blended to a weighted average coupon rate of 5.5%. The advance rate for this transaction was 85.25%. BB&T Capital Markets acted as the sole placement agent and initial purchaser.

The amount of the timeshare receivables sold was $126.2 million, substantially all of which was provided at closing. The gross proceeds of $107.6 million were used to: repay Branch Banking and Trust ("BB&T") approximately $93.6 million, representing all amounts currently outstanding under the Company's existing receivables purchase facility with BB&T (the "BB&T Purchase Facility"), including accrued interest; capitalize a reserve fund; and pay fees and expenses associated with the transaction. The remainder of the proceeds, approximately $9.9 million, will be used for general corporate purposes.

While ownership of the timeshare receivables included in the 2010-A Term Securitization is transferred and sold for legal purposes, the transfer of these timeshare receivables will be accounted for as a secured borrowing for financial accounting purposes.

Increase and Extension of Timeshare Receivables Purchase Facility

On December 17, 2010, in connection with the 2010-A Term Securitization discussed above, BB&T amended the terms of the existing BB&T Purchase Facility to increase the facility limit to a revolving $75.0 million from $50.0 million, and extended the revolving advance period from August 31, 2011 to December 17, 2011. In addition, the interest rates on future advances under the facility were reduced to the Prime rate plus 2.0%, subject to tiered increases once the outstanding balance equals or exceeds $25.0 million, subject to a maximum interest rate of the Prime rate plus 3.5%, once the facility equals or exceeds $50.0 million. In addition, we will now receive all of the excess cash flows generated by the timeshare receivables transferred to BB&T under the facility (excess meaning after customary payment of fees, interest and principal under the facility), rather than sharing such excess cash flows equally with BB&T as an accelerated payment under the facility as we previously did.

With the closing of the 2010-A Securitization, the entire $75.0 million BB&T facility is available, subject to eligible collateral and customary terms and conditions.