EXHIBIT 1
JOINT FILING AGREEMENT
In connection with the beneficial ownership of shares of common stock,
par value $.01 per share, of Bluegreen Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ &
Co., MSREF III, Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Investors III, L.P., ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Real Estate Fund III, L.P., MSP Real Estate Fund, L.P. and MSREF III
Special Fund, L.P., hereby agree to the joint filing on behalf of such persons
of all filings, including the filing of a Schedule 13D and all amendments
thereto pursuant to Rule 13d-2(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), required under the Exchange Act pursuant
to which joint filing statements are permitted.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing
Agreement to be signed as of August 14, 1998.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & CO. MSREF III, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Principal Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ REAL ESTATE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ REAL ESTATE
FUND III, L.P. INVESTORS III, L.P.
By: MSREF III, Inc., its General Partner By: MSREF III, Inc., its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Title: Vice President
MSP REAL ESTATE FUND, L.P. MSREF III SPECIAL FUND, L.P.
By: MSREF III, Inc., its General Partner By: MSREF III, Inc., its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Title: Vice President