exv10w1











Exhibit 10.1

`




FIRST AMENDMENT TO

AMENDED AND RESTATED 

INVENTORY LOAN AND SECURITY AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED INVENTORY LOAN AND SECURITY AGREEMENT (this
“Amendment”) is dated as of June 4, 2008 (the “Closing Date”), by and between
CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as secured party (herein referred
to as the “Lender”) and SILVERLEAF RESORTS, INC., a Texas corporation, as debtor (herein
referred to as the “Borrower”).



RECITALS




     A. Borrower and Lender have entered into that certain Amended and Restated Inventory Loan and
Security Agreement, dated as of April 28, 2006 (as amended and modified from time to time, the
“Loan Agreement”).



     B. The Borrower and Lender desire to amend the Loan Agreement on the terms and conditions as
hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:



AGREEMENT




ARTICLE I

Definitions




     1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended
hereby, unless otherwise stated.



ARTICLE II

Amendments to Loan Agreement




     Effective as of the date hereof, the Loan Agreement is hereby amended as follows:



     2.01 Amendment to Section 1.1. The definition of “Commitment Period” in
Section 1.1 of the Loan Agreement is hereby amended to replace the date “April 29, 2009”
therein with the phrase “April 30, 2010, subject to Borrower’s right to extend the Commitment
Period set forth in Section 2.9 hereof”.



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     2.02 Amendment to Section 1.1. The definition of “Maturity Date” in
Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as
follows:



          “Maturity Date—means April 30, 2012, subject to Borrower’s right to extend the Maturity Date
set forth in Section 2.9 hereof”.”




     2.03 Amendment to Section 1.1. The definition of “Maximum Loan Amount” in
Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as
follows:



          “Maximum Loan Amount—means $50,000,000.”




     2.04 Amendment to Section 1.1. The definition of “Prime Rate” in Section 1.1
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:




     “Prime Rate—means the ‘Prime’ rate of interest published each Business Day in
The Wall Street Journal as the ‘Prime Rate.’ The Prime Rate shall adjust
daily and automatically without notice to Borrower. If more than one ‘Prime Rate’
is published in The Wall Street Journal for a day, the highest of such
‘Prime Rates’ shall be used. If The Wall Street Journal is no longer
published or ceases to publish the ‘Prime Rate’, Lender may substitute another
publication publishing the ‘Prime Rate’, reasonably acceptable to Lender. If ‘Prime
Rates’ are no longer generally published or are limited, regulated or administered
by a governmental or quasi-governmental body, Lender may substitute another rate
approximating the ‘Prime Rate’. Notwithstanding the foregoing, in no event shall the Prime Rate
be less than five and one-half percent (5.50%).”



     2.05 Amendment to Section 1.1. The definition of “Receivables Loan” in
Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as
follows:




     “Receivables Loan—means that certain receivables loan in the aggregate
principal amount of $20,000,000 extended to Borrower and certain of its Affiliates
by Lender pursuant to the Receivables Loan Documentation.”



     2.06 Amendment to Section 1.1. The definition of “Unused Line Fee” in Section
1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:




     “Unused Line Fee—means a fee payable to Lender in an amount calculated as of
the last day of each calendar month equal to one quarter of one percent (0.250%) per
annum of the difference between (a) the Maximum Loan Amount and (b) the average
outstanding principal balance of the Loan during such month. Notwithstanding the
foregoing, the Unused Line Fee shall be waived in the event the average outstanding
principal balance of the Loan is in excess of $15,000,000 during such month.”


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     2.07 Amendment to Section 1.1. Section 1.1 of the Loan Agreement is hereby
amended to add the definition of “Material Adverse Change” in correct alphabetical order as set
forth below:




     “Material Adverse Change— means any development, event, condition, obligation,
liability or circumstance or set of events, conditions, obligations, liabilities or
circumstances or any change(s) which:  (i) has had, or reasonably could be expected
to have (as determined by Lender), a material adverse effect upon or change in (a)
the legality, validity or enforceability of any Loan Document, or (b) the validity,
perfection or priority of any Lien granted to Lender under this Agreement or any
other Loan Document; (ii) has been, or reasonably could be expected to be (as
determined by Lender), material and adverse to the value of any of the Collateral or
to the business, operations, prospects, properties, assets, liabilities or condition
(financial or otherwise) of the Borrower (including, without limitation, the
termination of any applicable timeshare, condominium or similar regime whether by
consent of the Timeshare Interest owners, Timeshare Unit owners or otherwise, any
modification or amendment to any Declaration that shall, in the reasonable opinion
of Lender, adversely affect the Collateral, Timeshare Interest, Timeshare Unit, any
Resort or the operations or prospects of any Resort, or the substantial destruction
of any Resort, if not fully insured); or (iii) has materially impaired, or
reasonably could be expected to materially impair (as determined by Lender), the
ability of the Borrower to perform any of the Obligations, or to consummate the
transactions, under the Loan Documents.”



     2.08 Amendment to Section 2.1(a)(vii). Section 2.1(a)(vii) of the Loan
Agreement is hereby amended to replace the amount of “$30,000,000” with the amount of
“$50,000,000”.



     2.09 Amendment to Section 2.3(c). Section 2.3(c) of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:




     “Limited Voluntary Prepayments. The Loan may not be prepaid in whole during
the Commitment Period. Borrower may prepay the Loan in whole and terminate this
Agreement at any time after the Commitment Period; provided, however, that any such
prepayment in full other than through the payments of Release Prices, or any
termination of this Agreement, shall be subject to a prepayment premium in an amount
equal to $500,000; further provided, that, so long as such prepayment is not made
with the proceeds of a financing provided to Borrower by any other lender or
financial institution (other than a securitization or through a bond offering),
Borrower may prepay the Loan in part so long as the Loan has not been paid in full
and this Agreement has not been terminated, and any such prepayment shall be subject
to no prepayment premium; and further provided, that any such prepayment of the Loan
described in the immediately preceding clause shall not cause the outstanding
principal amount of the Loan to be less than $5,000,000 after giving effect to such
prepayment unless, notwithstanding anything to the contrary in the immediately
preceding clause,


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such prepayment is a prepayment of the Loan in full and a
termination of this Agreement (and in which case such prepayment, notwithstanding
anything herein to the contrary, shall be subject to the prepayment premium
described above). Any prepayments in full other than through the payments of
Release Prices or any termination of this Agreement hereunder shall be made only
after forty-five (45) days prior written notice from Borrower to Lender.”



     2.10 Amendment to Section 2.3(e). Section 2.3(e) of the Loan Agreement is
hereby amended to replace the amount of “$30,000,000” with the amount of “$50,000,000”.



     2.11 Amendment to Section 2. Section 2 of the Loan Agreement is hereby
amended by adding Section 2.9 thereto to read as follows:




     “2.9 Extension Option. Borrower may request that Lender extend each of the
Commitment Period and Maturity Date of the Loan for one (1) additional term of
twelve calendar months in accordance with the requirements below. Such extension
request shall be granted to Borrower upon the satisfaction of the following
conditions:




     (a) Borrower shall have delivered to Lender a written request to extend the
Commitment Period and Maturity Date at least sixty (60), but not more than ninety
(90) calendar days prior to the expiration of the Commitment Period;




     (b) Borrower shall have delivered to Lender concurrently with making the
written extension request in clause (a) above an extension fee equal to the product
of 0.25% and the Maximum Loan Amount;




     (c) no Default or Event of Default shall have occurred at the time of making
the extension request or the commencement of the extension term;




     (d) Borrower shall have executed any reasonable agreements, documents or
amendments to Loan Documents reasonably requested by Lender;




     (e) during the extended term, all terms and conditions of the Loan Documents
(other than the original termination of the Commitment Period or Maturity Date or
this extension option) shall continue to apply; and




     (f) Borrower shall pay all out-of-pocket costs and expenses incurred by Lender
in connection with such extension and Lender’s reasonable attorneys’ fees.”



     2.12 Amendment to Section 7.23. Section 7.23 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:




     “7.23 Marketing and Sales Expenses. As of the last day of each fiscal quarter,
Borrower will not permit the four quarter cumulative ratio of Sales and


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Marketing Costs to the Borrower’s net proceeds from the sale of Timeshare Interests as
recorded on the Borrower’s financial statements for the immediately preceding four
(4) consecutive fiscal quarters of the Borrower to equal or exceed a ratio of .600
to 1; provided, however, that notwithstanding the foregoing, in the
event that Borrower delivers written evidence satisfactory to Lender that the ratio
in this Section 7.23 is no longer required to be tested under the Textron
Facility the covenant contained in this Section 7.23 shall no longer be
required.”



     2.13 Amendment to Section 8.1(d). Section 8.1(d) of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:



          “(d) Material Adverse Change—any Material Adverse Change; or




     2.14 Amendment to Section 10. Section 10 of the Loan Agreement is hereby
amended to add the following Section 10.21 thereto in its entirety as follows:



          “10.21 Appointment of Servicer.





          (a) Lender may from time to time, at no cost or expense to Borrower, enter into
a servicing agreement (a “Loan Servicing Agreement”) with CapitalSource or
an Affiliate of Lender or CapitalSource (a “Loan Servicer”) to service and
enforce the Loan Documents and collect the Obligations on Lender’s
behalf. Pursuant to the Loan Servicing Agreement, Lender may authorize the
Loan Servicer to take certain actions, perform certain duties and exercise certain
powers on Lender’s behalf under the provisions of the Loan Documents and any other
instruments and agreements referred to in this Agreement, all of to which Borrower
hereby consent.




          (b) The Loan Servicer shall have no duties or responsibilities to Borrower, but
only to Lender and then only as expressly set forth in the Loan Servicing Agreement.
Without limiting the generality of the foregoing, the Loan Servicer shall have no
obligation to make any loans or advances to Borrower. Neither the Loan Servicer nor
any of its officers, directors, employees or agents shall be liable for any action
taken or omitted by them under this Agreement or in connection herewith, unless
caused by its or their willful misconduct. The Loan Servicer’s duties shall be
mechanical and administrative in nature; nothing in this Agreement, express or
implied, is intended to or shall be so construed as to impose upon the Loan Servicer
any rights or obligations with respect to the Loan Documents except as expressly set
forth herein. Neither Borrower nor any Guarantor shall in any way be construed to
be a third party beneficiary of any relationship between the Loan Servicer and
Lender.




          (c) The Loan Servicer shall be entitled to rely, and shall be fully protected
in relying, upon any communication whether written or oral believed by it to be
genuine and correct and to have been signed, sent or made by


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the proper Person, and, with respect to all legal matters pertaining to this Agreement and its duties
hereunder, upon advice of counsel selected by it.




          (d) Borrower shall be entitled to rely upon any communication whether written
or oral sent or made by the Loan Servicer for and on behalf of Lender with respect
to all matters pertaining to the Loan Documents and Borrower’ duties and obligations
hereunder, unless and until Borrower receive written notice from Lender that the
Loan Servicer is no longer servicing the Loan.




          (e) The Loan Servicing Agreement may be terminated at any time without prior
notice to or consent of Borrower, and Lender will notify Borrower within a
reasonable period of time thereafter of such termination. Upon termination of the
Loan Servicing Agreement and failure to replace the Loan Servicing Agreement with a
new servicing agreement, all references herein to the Loan Servicer shall thereafter
mean and refer to Lender.”



ARTICLE III

Conditions Precedent




     3.01 Conditions to Effectiveness. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent in a manner satisfactory to Lender, unless
specifically waived in writing by Lender:




     (a) Lender shall have received this Amendment, duly executed by the Borrower and
Lender.




     (b) Lender and Borrower shall have entered into an amendment and restatement of the
Receivables Loan Agreement in form and substance satisfactory to Lender.




     (c) Lender shall have received a commitment and extension fee equal to $375,000.00.




     (d) Lender shall have received a copy of the resolutions in form and substance
reasonably satisfactory to Lender, of the board of directors of Borrower authorizing the
execution, delivery and performance of this Amendment, certified by the secretary of the
Borrower as of the Closing Date, and such certificate shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded as of the date of
such certificate.




     (e) The representations and warranties contained herein and in the Loan Agreement, as
amended hereby, and the Loan Documents, shall be true and correct as of the date hereof, as
if made on the date hereof.


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     (f) No Default or Event of Default shall have occurred and be continuing, unless such
Default or Event of Default has been otherwise specifically waived in writing by Lender.




     (g) All corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the execution of this Amendment shall be satisfactory in form and
substance to Lender and its counsel.



ARTICLE IV

No Waiver 




     4.01 No Waiver. Borrower is hereby notified that irrespective of (i) any waivers or
consents previously granted by Lender regarding the Loan Agreement and the Loan Documents, (ii) any
previous failures or delays of Lender in exercising any right, power or privilege under the Loan
Agreement or the Loan Documents, or (iii) any previous failures or delays of Lender in the
monitoring or in the requiring of compliance by Borrower with the duties, obligations, and
agreements of Borrower in the Loan Agreement and the Loan Documents, Borrower will be expected to
comply strictly with its duties, obligations and agreements under the Loan Agreement and the Loan
Documents.



     Except as expressly provided in this Amendment, nothing contained in this Amendment or any
other communication between Lender and the Borrower shall be a waiver of any past, present or
future violation, Default or Event of Default of Borrower under the Loan Agreement or any Loan
Document. Similarly, Lender hereby expressly reserves any rights, privileges and remedies under
the Loan Agreement and each Loan Document that Lender may have with respect
to each violation, Default or Event of Default, and any failure by Lender to exercise any
right, privilege or remedy as a result of the violations set forth above shall not directly or
indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the
rights of Lender, except as set forth herein, at any time to exercise any right, privilege or
remedy in connection with the Loan Agreement or any Loan Document, (ii) amend or alter any
provision of the Loan Agreement or any Loan Document or any other contract or instrument, or
(iii) constitute any course of dealing or other basis for altering any obligation of Borrower or
any rights, privilege or remedy of Lender under the Loan Agreement or any Loan Document or any
other contract or instrument. Nothing in this Amendment shall be construed to be a consent by
Lender to any prior, existing or future violations of the Loan Agreement or any Loan Document.



ARTICLE V

Ratifications, Representations and Warranties




     5.01 Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the Loan
Document, and, except as expressly modified and superseded by this Amendment, the terms and
provisions of the Loan Agreement and the Loan Document are ratified and confirmed



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and shall continue in full force and effect. The Borrower and Lender agree that the Loan Agreement and the
Loan Document, as amended hereby, shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms.



     5.02 Representations and Warranties. The Borrower hereby represents and warrants to
Lender that (a) the execution, delivery and performance of this Amendment and any and all Loan
Document executed and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of the Borrower and will not violate the organizational documents or
governing documents of Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any Loan Document are true and correct on and as of the date
hereof and on and as of the date of execution hereof as though made on and as of each such date;
(c) no Default or Event of Default under the Loan Agreement, as amended hereby, has occurred and is
continuing, unless such Default or Event of Default has been specifically waived in writing by
Lender; and (d) the Borrower is in full compliance with all covenants and agreements contained in
the Loan Agreement and the Loan Document, as amended hereby; (e) Borrower has not amended its
organizational documents or its governing documents since the date of the Loan Agreement.



ARTICLE VI

Miscellaneous Provisions




     6.01 Survival of Representations and Warranties. All representations and warranties
made in the Loan Agreement or any Loan Document, including, without limitation, any document
furnished in connection with this Amendment, shall survive the execution and delivery of this
Amendment and the Loan Document, and no investigation by Lender or any closing shall affect the
representations and warranties or the right of Lender to rely upon them.



     6.02 Reference to Loan Agreement. Each of the Loan Agreement and the Loan Document,
and any and all documents or instruments now or hereafter executed and delivered pursuant to the
terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended
so that any reference in the Loan Agreement and such Loan Document to the Loan Agreement shall mean
a reference to the Loan Agreement, as amended hereby.



     6.03 Expenses of Lender. As provided in the Loan Agreement, the Borrower agrees to
pay on demand all costs and expenses incurred by Lender in connection with the preparation,
negotiation, and execution of this Amendment and the Loan Documents executed pursuant hereto,
including, without limitation, the costs and fees of Lender’s legal counsel, and all costs and
expenses incurred by Lender in connection with the enforcement or preservation of any rights under
the Loan Agreement, as amended hereby, or any Loan Document, including, without, limitation, the
costs and reasonable fees of Lender’s legal counsel in connection with any such enforcement or
preservation efforts.



     6.04 Severability. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this


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Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



     6.05 Successors and Assigns. This Amendment is binding upon and shall inure to the
benefit of Lender and the Borrower and their respective successors and assigns, except that the
Borrower may not assign or transfer any of their rights or obligations hereunder without the prior
written consent of Lender.



     6.06 Counterparts. This Amendment may be executed in one or more counterparts, each
of which when so executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.



     6.07 Effect of Waiver. No consent or waiver, express or implied, by Lender to or for
any breach of or deviation from any covenant or condition by the Borrower shall be deemed a consent
to or waiver of any other breach of the same or any other covenant, condition or duty.



     6.08 Headings. The headings, captions, and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of this Amendment.



     6.09 Applicable Law. THIS AMENDMENT AND ALL LOAN DOCUMENT EXECUTED PURSUANT HERETO
SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.



     6.10 Final Agreement. THE LOAN AGREEMENT AND THE LOAN DOCUMENT, EACH AS AMENDED
HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON
THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AND THE LOAN DOCUMENTS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR
AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY
THE BORROWER AND LENDER.



     6.11 Release. BORROWER, TOGETHER WITH ITS PARENTS, DIVISIONS, SUBSIDIARIES,
AFFILIATES, MEMBERS, MANAGERS, PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF ITS
CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, AGENTS, AND
EMPLOYEES, AND EACH OF ITS PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND
COLLECTIVELY, “RELEASORS”) HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND
DISCHARGES  LENDER AND ITS PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF ITS CURRENT AND


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FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, ATTORNEYS, AGENTS, AND EMPLOYEES, AND EACH OF
THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE
“RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED
OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW OR IN
EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE HEROF THAT ANY OF THE
RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES (OR ANY OF THEM), IF ANY,
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING  DIRECTLY OR INDIRECTLY FROM THE
LOAN AGREEMENT, ANY OF THE LOAN DOCUMENTS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER ANY OF THE
LOAN DOCUMENTS, AND/OR NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT AND LOAN DOCUMENTS EXECUTED
IN CONNECTION WITH THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING,
TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE.  EACH OF THE RELEASORS  WAIVES THE BENEFITS OF ANY LAW, WHICH MAY PROVIDE IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY
AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” EACH OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT
BELIEVES TO BE TRUE AT THE TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER TURN OUT TO BE
DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR SUSPECTED MAY LATER
BE DISCOVERED.  EACH OF THE RELEASORS ACCEPTS THIS
POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE DIFFERENT AND
NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES THAT THE RELEASE PROVIDED FOR
HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION
BECAUSE OF ANY DIFFERENCE IN SUCH FACTS OR ANY NEW INFORMATION.



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     IN WITNESS WHEREOF, this Amendment has been duly executed on the date first written above.



	 	 	 	 	 	 	 
	 

	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	CAPITALSOURCE FINANCE LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/S/ HEATHER E. MURPHY
 

Heather E. Murphy
	 	 
	 

	 	Title:
	 	Senior Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	SILVERLEAF RESORTS, INC.,	 	 
	 	 	a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ ROBERT M. SINNOTT	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert M. Sinnott	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 





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