Ex.
10.59
 
 
 AMENDMENT
TO CONSOLIDATED, AMENDED AND RESTATED
 LOAN AND
SECURITY AGREEMENT AND LOAN DOCUMENTS
 
 
 THIS AMENDMENT TO CONSOLIDATED, AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTS dated as of October
31, 2007 (the “Amendment”), is by and between TEXTRON FINANCIAL CORPORATION, a
Delaware corporation (the “Lender”), and SILVERLEAF RESORTS, INC. (formerly
known as SILVERLEAF VACATION CLUB, INC.), a Texas corporation (the
“Borrower”).
 
 
 W I T N E S S E T H:
 
 WHEREAS, Lender and Borrower are
parties to that certain Consolidated, Amended and Restated Loan and Security
Agreement dated as of February 21, 2007 (the “Agreement”), pursuant to which,
among other things, the Inventory Loan Component was increased to $40,000,000.00
and Borrower executed its Amended and Restated Secured Promissory Note
(Inventory Component) in favor of the Lender in the amount of $40,000,000.00
(the “Inventory Note”);
 
 WHEREAS, Borrower has requested and
Lender has agreed to further modify the terms of the Agreement to increase the
amount of the Inventory Loan Component from $40,000,000.00 to
$50,000,000.00.
 
 NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
 
 1. Defined
Terms.  Except as expressly set forth herein, terms used but not
defined herein shall have the meaning ascribed to such terms in the
Agreement.
 
 2.  
          Commitment.  The
term “Commitment” is hereby amended, in its entirety, as follows:
 
 “Commitment.  The
term “Commitment” shall refer singly to the obligation of Lender to make a Loan
or Loans to Borrower and collectively to all Loans to be made by Lender to
Borrower as provided herein.  The maximum aggregate Commitment of
Lender hereunder shall be $100,000,000.00, provided, however, that the maximum
Commitment of Lender with respect to the Acquisition Loan Component shall be
$20,000,000.00, the Maximum Commitment of the Lender with respect to the
Inventory Loan Component shall be $50,000,000.00 and the Maximum aggregate
Commitment of Lender with respect to the Acquisition Loan Component and the
Inventory Loan Component shall be $50,000,000.00.”
 
 3. 
           Inventory Loan
Component.  The term “Inventory Loan Component” is hereby amended, in
its entirety, to read as follows:
  
  “Inventory
Loan Component.  The term “Inventory Loan Component” shall mean that
certain $50,000,000.00 timeshare interval inventory loan provided by Lender to
Borrower pursuant to this Agreement.”
 
 4. 
           “Inventory
Note.”  Notwithstanding anything in the Agreement to the contrary, the
term “Inventory Note” shall be deemed to refer to the Inventory Note, a copy of
which is attached hereto as Exhibit A, which shall be executed and delivered by
Borrower to Lender on the date hereof.
 
 5. 
           The Agreement
is hereby amended in part to add the following new provision:
 
 “Studio
Unit.  The term “Studio Unit” shall mean a Unit containing
approximately 385 square feet without separate bedrooms, but containing a fully
equipped kitchen, a full bath room and a dining area.”
 
 6. 
           Section 2.2(b)
of the Agreement is hereby amended in part to add the following:
 
 “Notwithstanding
anything in this Section 2.2(b) to the contrary, Advances of the Inventory Loan
Component for Studio Units outstanding from time to time may not exceed, in the
aggregate, the lesser of 15% of the Retail Value of the Studio Units for which
such Advances have been made or $10,000,000.00.  Furthermore,
notwithstanding anything in this Section 2.2(b) or Section 2.2(c) to the
contrary, the aggregate amount of all Advances outstanding from time to time
with respect to the Acquisition Loan Component and the Inventory Loan Component
may not exceed, in the aggregate, $50,000,000.00.”
 
 7. 
           Section 2.2(c)
of the Agreement is hereby amended in part to add the following:
 
 “Notwithstanding
anything in this Section 2.2(c) or Section 2.2(b) to the contrary, the aggregate
amount of all Advances outstanding from time to time with respect to the
Acquisition Loan Component and the Inventory Loan Component may not exceed, in
the aggregate, $50,000,000.00.”
 
 8. 
           Section
2.5(c)(ii) of the Agreement is hereby amended in part to add the
following:
 
 “Notwithstanding
anything in this Section 2.5(c)(ii) to the contrary, commencing on October 31,
2009 and on each October 31st
thereafter until the Final Maturity Date of the Inventory Loan, in addition to
all other payments required under this Agreement, Borrower shall pay to Lender
the sum of $2,000,000.00 on each such date, which amount shall be applied to
reduce the outstanding principal balance of the Inventory Loan Component
attributable to the Studio Units.”
 
 9. 
           Commitment
Fee.  In consideration of Lender’s agreement to increase the Inventory
Loan Component as set forth herein, Borrower agrees to pay Lender, upon
execution of this Amendment by Borrower, a commitment fee of $100,000.00 and
Lender’s legal fees incurred in connection with this Amendment.
  
  10.           Further
Documentation.  Borrower agrees to execute and deliver to Lender: (i)
the Inventory Note in the form attached hereto as Exhibit A, and (ii) any and
all additional documentation as Lender may now or hereafter require in order to
effectuate the terms and conditions of this Agreement.
  11.           Effect
of Amendment.  Except as herein expressly amended, the Agreement shall
remain in full force and effect.
 
 12.           Ratification
and Confirmation.  Except as herein expressly amended, Borrower hereby
ratifies, confirms, assumes and agrees to be bound by all of representations,
warranties, statements, covenants and agreements set forth in the Agreement and
the other Loan Documents.  The Borrower reaffirms, restates and
incorporates by reference all of the representations, warranties, covenants and
agreements made in the Loan Documents as if the same were made as of this
date.  The Borrower agrees to pay the Loan and all related expenses,
as and when due and payable in accordance with the Loan Agreement and the other
Loan Documents, and to observe and perform the Obligations, and do all things
necessary which are not prohibited by law to prevent the occurrence of any Event
of Default.  In addition, to further secure, and to evidence and
confirm the securing of, the prompt and complete payment and performance by the
Borrower of the Loan and all of the Obligations, for value received, Borrower
unconditionally and irrevocably assigns, pledges and grants to Lender, and
hereby confirms or reaffirms the prior granting to Lender of, a continuing first
priority Lien, mortgage and security interest in and to all of the Collateral,
whether now existing or hereafter acquired.  Also, as provided in the
Loan Documents, the Loan is and shall be further secured by the Liens and
security interests in favor of Lender in the Properties and interest relating to
Additional Eligible Resorts, which now or hereafter serve as collateral security
for any Obligations.  On the date of this Amendment and thereafter
upon satisfaction of the requirements for approval by Lender of Additional
eligible Resorts, Borrower shall record, or cause to be recorded, such
mortgages, deeds of trust, deeds to secure debt, assignments, pledges, security
agreements and UCC Financing Statements in the appropriate public records of the
state in which each Resort is located to further evidence and perfect the
Lender’s Lien on the Collateral.  Borrower agrees to deliver or cause
to be delivered by its Affiliates, such mortgages, deeds of trust, deeds to
secure debt, assignments, pledges, security agreements and UCC Financing
Statements as Lender may deem necessary to further evidence and perfect the
Lender’s Lien on the Collateral.
 
 13.           Estoppel.  The
Loan constitutes valuable consideration to the Borrower, which consideration is
uninterrupted and continuous since the dates on which the Loan was first
made.  This Amendment and the other Loan Documents and the Loan
modifications and transactions provided for or contemplated hereunder or
thereunder, shall in no way adversely affect the Lien or perfection or priority
of any Lien of Lender as of the date hereof in and to any Collateral, and are
not intended to constitute, and do not constitute or give rise to, any novation,
cancellation or extinguishment of any of Borrower’s Obligations existing as of
the date hereof to Lender, or of any interest owned or held by Lender (and not
previously released) in and to any of the Collateral; it being the intention of
the parties that the transactions provided for or contemplated herein shall be
effectuated without any interruption in the continuity of the value and
consideration received by Borrower, and of the attachment, perfection, priority
and continuation in favor of Lender in and to all Collateral and
proceeds.
  
  14.           Loan
Documents.  This Amendment shall amend all Loan Documents as of the
date hereof to reflect the increase of the Inventory Loan Component from
$40,000,000.00 to $50,000,000.00.
 
 IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on
their behalf as of the day and year first written above.
 
 Witnessed
By:
 
 TEXTRON
      FINANCIAL CORPORATION/S LISA TOOMEYBy:
              /S/ JOHN D’ANNIBALE/S/ GINGER
      HAYES
              
              Name:  John
      D’AnnibaleIts:  Vice
      PresidentSILVERLEAF
      RESORTS, INC./S/ MIKE
      NORRISBy:
              /S/ HARRY J. WHITE, JR./S/ PHIL DAVIS
              
              Name:  Harry
      J. White, Jr.Its:  Chief
      Financial Officer
 
 
 STATE
      OF CONNECTICUT
              ))
              ss:  Glastonbury
 COUNTY OF
HARTFORD
 
 At Glastonbury n said County and State
on this 6th day of
November, 2007, personally appeared John D’Annibale duly authorized Vice
President of Textron Financial Corporation, and he acknowledged the foregoing
instrument by him signed and sealed to be his free act and deed and the free act
and deed of Textron Financial Corporation.
 
 Before
      me:
              /S/ MARIE G. IRIZARRYNotary
      Public in and for said StateMy
      Commission expires:  July 31, 2012
 
 
 STATE
      OF TEXAS
              ))
              ss:
 COUNTY OF
DALLAS
 
 At _______ in said County and State on
this 1st day of
November, 2007, personally appeared Harry J. White, Jr., duly authorized officer
of Silverleaf Resorts, Inc., and he/she acknowledged the foregoing instrument by
him/her signed and sealed to be his/her free act and deed and the free act and
deed of Silverleaf Resorts, Inc., a Texas corporation, on behalf of the
corporation.
  
 
 Before
      me:
              /S/ JOANN POSIVALNotary
      Public in and for said StateMy
      Commission Expires:  July 22, 2008
 
 
 List of
exhibits to Agreement not filed herewith:
 
 Exhibit
A          Form of Inventory
Note