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