Bluegreen (BXG)

3.        Joint Venture

On June 16, 2000, one of our wholly-owned subsidiaries entered into an agreement with Big Cedar LLC (“Big Cedar”), an affiliate of Bass Pro, Inc. (“Bass Pro”), to form the Joint Venture, a vacation ownership development, marketing and sales limited liability company. We have a 51% ownership interest in the Joint Venture, while Big Cedar owns 49%. Under the terms of the original agreement, the Joint Venture was developing, marketing and selling VOIs at The Bluegreen Wilderness Club at Big Cedar, a 324-unit, wilderness-themed resort adjacent to the Big Cedar Lodge, a luxury hotel resort owned by Big Cedar, on the shores of Table Rock Lake in Ridgedale, Missouri. In December 2007, the agreement was amended to include the development, marketing, and selling of timeshare interests in additional property purchased by the Joint Venture in September 2007. The agreement, as amended, also requires that the Joint Venture pay Big Cedar a fee on sales of newly developed timeshare interests for promotional, marketing, and advertising services.

In addition to its 51% ownership interest, we also receive a quarterly management fee from the Joint Venture equal to 3% of the Joint Venture’s net sales in exchange for our involvement in the day-to-day operations of the Joint Venture. We also service the Joint Venture’s notes receivable in exchange for a servicing fee.

Based on our role as the day-to-day manager of the Joint Venture, its majority control of the Joint Venture’s Management Committee and our controlling financial interest in the Joint Venture, the accounts of the Joint Venture are consolidated in our financial statements.

Because the Joint Venture has a finite life (i.e., the Joint Venture can only exist through the earlier of: i) December 31, 2057; ii) the sale or disposition of all or substantially all of the assets of the Joint Venture; iii) a decision to dissolve the Joint Venture by us and Big Cedar; or iv) certain other events described in the Joint Venture agreement), the minority interest in the Joint Venture meets the definition of a mandatorily redeemable non-controlling interest as specified in SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The settlement value of this mandatorily redeemable non-controlling interest at December 31, 2006 and 2007 was $15.2

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3.        Joint Venture

On June 16, 2000, one of our wholly-owned subsidiaries entered into an
agreement with Big Cedar LLC (“Big Cedar”), an affiliate of Bass Pro, Inc.
(“Bass Pro”), to form the Joint Venture, a vacation ownership development,
marketing and sales limited liability company. We have a 51% ownership interest
in the Joint Venture, while Big Cedar owns 49%. Under the terms of the original
agreement, the Joint Venture was developing, marketing and selling VOIs at The
Bluegreen Wilderness Club at Big Cedar, a 324-unit, wilderness-themed resort
adjacent to the Big Cedar Lodge, a luxury hotel resort owned by Big Cedar, on
the shores of Table Rock Lake in Ridgedale, Missouri. In December 2007, the
agreement was amended to include the development, marketing, and selling of
timeshare interests in additional property purchased by the Joint Venture in
September 2007. The agreement, as amended, also requires that the Joint Venture
pay Big Cedar a fee on sales of newly developed timeshare interests for
promotional, marketing, and advertising services.

In addition to its 51% ownership interest, we also receive a quarterly
management fee from the Joint Venture equal to 3% of the Joint Venture’s net
sales in exchange for our involvement in the day-to-day operations of the Joint
Venture. We also service the Joint Venture’s notes receivable in exchange for a
servicing fee.

Based on our role as the day-to-day manager
of the Joint Venture, its majority control of the Joint Venture’s Management
Committee and our controlling financial interest in the Joint Venture, the
accounts of the Joint Venture are consolidated in our financial statements.

Because the Joint Venture has a finite life (i.e., the Joint Venture
can only exist through the earlier of: i) December 31, 2057; ii) the sale or
disposition of all or substantially all of the assets of the Joint Venture;
iii) a decision to dissolve the Joint Venture by us and Big Cedar; or iv)
certain other events described in the Joint Venture agreement), the minority
interest in the Joint Venture meets the definition of a mandatorily redeemable
non-controlling interest as specified in SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. The settlement value
of this mandatorily redeemable non-controlling interest at December 31, 2006
and 2007 was $15.2

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