ex10_1.htm


    
      

    

    Ex.
      10.1

     

    SECOND
      SUPPLEMENT TO INDENTURE

    


      
      SECOND SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of September 12,
      2007, by and among SILVERLEAF FINANCE IV, LLC a Delaware limited liability
      company (the “Issuer”), UBS REAL ESTATE SECURITIES INC., a Delaware
      corporation, as noteholder (the “Noteholder”) and WELLS FARGO BANK,
      NATIONAL ASSOCIATION, a national banking association, as trustee (the
“Trustee”).

     

      
Reference
      is made to the
      Indenture, dated as of March 2, 2006, by and among the Issuer, the Noteholder,
      and the Trustee, pursuant to which the Silverleaf Finance IV, LLC Variable
      Funding Note (the “Note”) was issued and the Issuer pledged certain Collateral
      to the Trustee to secure the payment of the Note (as supplemented hereby, the
      “Indenture”).  Capitalized
      terms used in this Supplement have the meanings given such terms in the
      Indenture, as supplemented hereby, except as provided otherwise
      herein.

     

    The
      Issuer has requested that the Indenture be amended pursuant to Section 9.1(b)
      thereof, as set forth below.

    


    1.               
      Amendments.

     

    (a)           The
      cover page of the Indenture is hereby amended to replace the reference to
“$125,000,000” with “$150,000,000”.

     

    (b)           Section
      2.3 of the Indenture is hereby amended by deleting clause (a)
      thereof  in its entirety and replacing it with the
      following:

     

    “(a)
      On
      the Scheduled Maturity Date,  the outstanding principal balance of the
      Note and all accrued and unpaid interest thereon will be amortized and, if
      not
      otherwise paid in full pursuant to the Transaction Documents, shall be payable
      in full by the Rated Final Settlement Date.”

     

    (c)           Section
      2.8(b) of the Indenture is hereby amended by deleting the first sentence
      thereof  in its entirety and replacing it with the
      following:

     

    “(b)
      If
      the Facility Termination Date is determined in accordance with subsection (I)
      of
      the definition thereof, the outstanding principal balance of the Note and all
      accrued and unpaid interest thereon will be amortized and, if not otherwise
      paid
      in full pursuant to the Transaction Documents, shall be payable in full by
      the
      Rated Final Settlement Date.”

     

    (d)           Section
      5.1(a) of the Agreement is hereby modified by deleting clause (iii)
      thereof  in its entirety and replacing it with the
      following:

     

    
      
        
        

      

      
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    “(iii)
      default in the observance or performance of any covenant or agreement of the
      Issuer, the Seller or the Servicer made in any Basic Document (other than (i)
      a
      covenant or agreement, a default in the observance or performance of which
      is
      elsewhere in this Section specifically dealt with, (ii) the failure by the
      Seller or the Servicer to repurchase any Receivable or substitute a Qualified
      Substitute Timeshare Receivable in accordance with the terms of the Sale and
      Servicing Agreement and (iii) the obligation of the Servicer set forth in
      Section 11.1(f) of the Sale and Servicing Agreement), or any representation
      or
      warranty of the Issuer, the Seller or the Servicer made in any Basic Document
      or
      in any certificate or other writing delivered pursuant to any Basic Document
      or
      in connection therewith (including any Servicer’s Certificate or any Borrowing
      Base Certificate) proving to have been incorrect in any material respect as
      of
      the time when the same shall have been made or deemed to have been made (any
      such occurrence, a “Breach”), and such Breach shall continue or not be
      cured within 30 days (or, if the breaching party shall have provided evidence
      satisfactory to the Trustee and the Noteholder that such Breach cannot be cured
      in the 30-day period and that it is diligently pursuing a cure, 60 days) of
      the
      earlier of (i) written notice by the Noteholder or (ii) knowledge of such Breach
      by the breaching party; provided that no Breach shall be deemed to occur
      hereunder in respect of any representation or warranty relating to eligibility
      of any Receivable on the Closing Date or any related Funding Date to the extent
      the Seller has repurchased such Receivable in accordance with the provisions
      of
      the Sale and Servicing Agreement;”    

    
       

                        
(e)        Section 5.1(a) of the
        Indenture is hereby amended by adding the following as clause (xxi)
        thereof:

       

      “(xxi) 
        the failure by the Issuer to pay, in full, the outstanding principal balance
        of
        the Note and all accrued and unpaid interest thereon on or prior to the Final
        Scheduled Settlement Date;”

       

    

    (f)           Section
      10.1 of the Indenture is hereby amended by deleting the phrase “Final Scheduled
      Settlement Date” appearing in the first sentence thereof and inserting the
      phrase “Rated Final Settlement Date” in lieu thereof.

     

    


    2.               
      Conditions Precedent.  The Issuer hereby states that the
      following conditions precedent to this Supplement have been fulfilled pursuant
      to Section 9.1(b) of the Indenture:

     

    (a)           Issuer
      Order.  An Issuer Order authorizing the Trustee to enter into this
      Supplement has been duly executed by the Issuer and presented to the
      Trustee.

     

    (b)           Notice
      to the Rating Agency.  Prior written notice of this Supplement has
      been provided to the Rating Agency.

    


    3.               
      Effective Date.  Pursuant to Section 9.4 of the Indenture, upon
      execution by the Issuer, the Noteholder and the Trustee, this Supplement shall
      become effective and be a part of the Indenture for all purposes as though
      executed with the Indenture and effective as of the date hereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.               
      Reaffirmation and Ratification of Existing Agreements,
      Etc.  The Issuer: (i) reaffirms and ratifies all the obligations
      to the Trustee and the Noteholder, in respect of the Indenture, as hereby
      amended, and the other Basic Documents, and (ii) agrees that the Indenture,
      as
      amended hereby, and the other Basic Documents shall remain in full force and
      effect, enforceable against the Issuer in accordance with their
      terms.

     

    5.              
       Miscellaneous.

     

    (a)             
      This Supplement may be executed in any number of counterparts, each of which
      shall be deemed to be an original, but all such counterparts shall together
      constitute but one and the same instrument.

     

    (b)            
      This Supplement shall be deemed to be a contract made under the laws of the
      State of New York and shall for all purposes be governed by, and construed
      in
      accordance with, the laws of the State of New York.

     

    (c)             The
      headings of the several sections of this Supplement are for convenience only
      and
      shall not affect the construction hereof.

     

    (d)            
      This Supplement shall be deemed to be a Basic Document under the Indenture
      and
      the other Basic Documents.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

      
      IN WITNESS WHEREOF, this Supplement has been duly executed and delivered as
      of
      the date first above written.

     

     

    
      	 	
              SILVERLEAF
                FINANCE IV, LLC 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /S/
                HARRY J. WHITE, JR.

            	 
	 	
              Title:

            	
              CFO

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              UBS
                REAL ESTATE SECURITIES INC., as Noteholder 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /S/
                PRAKASH B. WADHWANI

            	 
	 	
              Title:

            	
              Executive
                Director         

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /S/
                THOMAS DANG

            	 
	 	
              Title:

            	
              Director

            	 
	 	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /S/
                SUE DIGNAN

            	 
	 	
              Title:

            	
              Assistant
                Vice
                President                                                      

            	 


    

     

     

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