Advertising Advance Loan

EXHIBIT 10.201


ADVERTISING ADVANCE LOAN
("Ad Loan")


$9,000,000.00 Greene County, Missouri
June 16, 2000


FOR VALUE RECEIVED, the undersigned Big Cedar L.L.C., a Missouri limited liability company, who together with its successors and assigns in interest is herein referred to as Maker, promises to pay to Bluegreen Vacations Unlimited, Inc., a Florida corporation, or order ("Holder"), the principal sum of NINE MILLION DOLLARS ($9,000,000.00),with no interest except as provided hereinbelow. The principal and interest shall be payable at 4960 Blue Lake Drive, Boca Raton, Florida 33431, or such other place as the Holder hereof may designate in writing, in accordance with the terms set forth hereinbelow until the time the entire indebtedness evidenced hereby is fully paid.


The term of this Note shall be seven (7) years from the date of execution hereof, subject to Holder's rights of acceleration as provided for below. The term hereof may be extended by Maker for an additional term of up to three (3) years, if upon the expiration of the initial term hereof, a balance on this Note exists and there remains unsold timeshare interests at the Big Cedar Resort Club, so long as Maker, Bass Pro or Bass Pro Affiliates are not in default of the Marketing and Promotions Agreement or License Agreements as therein defined. No principal unpaid at the time of maturity shall be paid by Maker to Holder, except as otherwise set forth herein.


During the term hereof, the sole source of repayment of this Note by Maker shall be (i) Distributions paid or payable by Maker from the Bluegreen/Big Cedar Vacations LLC, a Delaware limited liability company; and (ii) application of the Generation Commission. The Generation Commission shall be defined as set forth in that certain Marketing and Promotions Agreement made and entered into as of the date hereof, by and between Maker, Bass Pro, Inc., a Delaware corporation, Holder and Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company ("Marketing Agreement").


If the above-named sources of payment of the obligations hereunder by Maker to Holder are insufficient to repay the amounts due hereunder, Maker will not be obligated to repay any insufficiency except as provided herein. If Maker is in default of the Marketing Agreement, Holder may declare the balance of this Note due and payable one (1) year following such default, together with interest at the rate of nine percent (9%) per annum, accruing from and after the date the applicable cure period expires to the date of payment of such balance and Maker shall be fully liable, personally, for the indebtedness hereunder, without limitation to the above named sources of payment, and Holder may proceed to foreclose on its lien against the interest of Maker in the Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company, and foreclose on its deed of trust concerning the Additional Property, which Additional Property is as defined in the Contribution Agreement.


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Holder shall be permitted, in its discretion, to receive and accept receivables from timeshare purchasers of timeshare interests in the Big Cedar Resort Club as repayment of this Note, whether the same constitutes a Distribution and thereby a source of repayment as set forth hereinabove, or whether the same constitutes repayment otherwise.


If Holder is in default of the Operating Agreement by committing acts of fraud in the management of the Bluegreen/Big Cedar Vacations, LLC, ...