exv10w2






Exhibit 10.2




FOURTH AMENDMENT TO

RECEIVABLES LOAN AND SECURITY AGREEMENT




     THIS FOURTH AMENDMENT TO RECEIVABLES 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 Receivables Loan and Security Agreement,
dated as of April 29, 2005 (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 1.51. The definition of “Inventory Loan” set forth in
Section 1.51 of the Loan Agreement is hereby amended and restated in its entirety to read
as follows:




          “1.51 Inventory Loan. That certain senior mortgage loan provided by Lender to Borrower pursuant to
the Inventory Loan Agreement in the maximum principal amount of $50,000,000.”


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          2.02 Amendment to Section 1.52. The definition of “Inventory Loan Agreement” set
forth in Section 1.52 of the Loan Agreement is hereby amended and restated in its entirety
to read as follows:




          “1.52 Inventory Loan Agreement. That certain Amended and Restated
Inventory Loan and Security Agreement, dated as of April 28, 2006, by and between
Borrower and Lender, as amended from time to time.”




          2.04 Amendment to Section 1.63. The definition of “Maturity Date” set forth in
Section 1.63 of the Loan Agreement is hereby amended and restated in its entirety to read
as follows:




          “1.63 Maturity Date. June 30, 2010, subject to Borrower’s right to
extend the Maturity Date set forth in Section 2.12 hereof.”




          2.05 Amendment to Section 1. The definition of “Prime Rate” set forth in Section
1 of the Loan Agreement is hereby amended and restated in its entirety as follows:




          “Prime Rate. 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%).”




          2.06 Amendment to Section 1.100. The definition of “Unused Line Fee” set forth in
Section 1.100 of the Loan Agreement is hereby amended to delete the last sentence therein
in its entirety.




          2.07 Amendment to Section 2.11. Section 2.11 of the Loan Agreement is hereby
deleted and replaced with “Intentionally Omitted”.




          2.08 Amendment to Section 2. Section 2 of the Loan Agreement is hereby
amended to add the following Section 2.12 thereto in its entirety as follows:




               “2.12 Extension Option. Borrower may request that Lender extend the
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:


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




               (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 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.”



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 Borrower and Lender.




               (b) Lender shall have received that certain Second Amendment to Amended and Restated
Inventory Loan and Security Agreement between Borrower and Lender, duly executed by Borrower
and Lender.




               (c) Lender shall have received a commitment and extension fee equal to $200,000.




               (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.



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               (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.




               (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.



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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 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


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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
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,


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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 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:
	 	/S/ HEATHER E. MURPHY	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	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	 	 






 




Fourth Amendment to Receivables Loan and Security Agreement