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EXHIBIT 10.43
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of
December 16, 1999 (the "FOURTH 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, Borrower was formerly known as ASCENSION CAPITAL CORPORATION
(the "GUARANTOR"), the successor to ASCENSION RESORTS, LTD., a Texas limited
partnership (the "ORIGINAL BORROWER"), by merger of EQUAL INVESTMENT COMPANY, a
Texas corporation, ASCENSION RESORTS, LTD. and ASCENSION CAPITAL CORPORATION;
WHEREAS, Lender, Original Borrower and Guarantor were parties to that
certain Loan and Security Agreement dated as of August 15, 1995, pursuant to
which the Original Borrower executed its Secured Promissory Note in favor of the
Lender in the amount of $5,000,000.00, as amended to date (the "NOTE");
WHEREAS, on December 28, 1995 Ascension Resorts, Ltd. was merged into
the Guarantor and Guarantor was thereafter renamed Silverleaf Vacation Club,
Inc.;
WHEREAS, on December 28, 1995, Lender, Borrower and Guarantor amended
the Agreement, as such term is hereafter defined, pursuant to a First Amendment
to Loan and Security Agreement dated as of December 28, 1995 (the "FIRST
AMENDMENT") to, among other things, evidence Lender's approval of the merger of
Ascension Resorts, Ltd. into Ascension Capital Corporation and to reflect the
above-mentioned merger and name change;
WHEREAS, on October 31, 1996, Lender and Borrower further amended the
Agreement pursuant to a Second Amendment to Loan and Security Agreement dated as
of October 31, 1996 (the "SECOND AMENDMENT") to, among other things, increase
the amount of the Loan, decrease the interest rate, and extend the maturity date
of the Loan;
WHEREAS, pursuant to a commitment letter dated January 26, 1999, Lender
and Borrower agreed, among other things, to further modify the terms of the
Agreement to, among other things, increase the amount of the Loan, decrease the
interest rate, extend the maturity date of the Loan and to reflect the change in
Borrower's name to Silverleaf Resorts, Inc.;
WHEREAS, Lender and Borrower further amended the Agreement pursuant to
a Third Amendment to Loan and Security Agreement dated as of March 31, 1999 (the
"THIRD AMENDMENT") to amend the Agreement as provided in the January 26, 1999
commitment letter; and
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WHEREAS, Lender and Borrower have agreed to enter into this Fourth
Amendment to Loan and Security Agreement dated as of December 16, 1999 (the
"FOURTH AMENDMENT") to, among other things, modify the definitions of Borrowing
Base and Eligible Notes Receivable.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. ADDITIONAL CREDIT FACILITY. Section 1.1 (Definitions) is hereby amended
in part to add the following new paragraph:
"(a) ADDITIONAL CREDIT FACILITY. The term "Additional Credit
Facility shall mean that certain $75,000,000 credit facility
provided by Lender to Borrower pursuant to that certain Loan,
Security and Agency Agreement dated of even date herewith (the
"Additional Credit Loan Agreement") by and between Borrower
and Lender."
2. AGREEMENT. Section 1.1(d) (Agreement) is hereby amended to read as
follows:
"(e) AGREEMENT. This Loan and Security Agreement by and among
the Borrower and the Lender (including the Exhibits and
Schedules attached hereto), as amended by the First Amendment,
the Second Amendment, the Third Amendment and the Fourth
Amendment, as it may be further amended from time to time."
3. BORROWING BASE. Section 1.1(f) (Borrowing Base) is hereby amended to
read as follows:
"(g) BORROWING BASE. With respect to each Eligible Notes
Receivable pledged to the Lender in connection with each
Advance, including any Advance made prior to the date of the
Fourth Amendment, an amount equal to: (i) eighty-five percent
(85%) of the remaining principal balance of each such Eligible
Note Receivable having a maximum term of ninety-six months or
less; (ii) eighty percent (80%) of the remaining principal
balance of each such Eligible Note Receivable having a term
greater than ninety-six months but less than one hundred
twenty months or (iii) seventy-five percent (75%) of the
principal balance of each such Eligible Note Receivable which
is a Zero Payment Eligible Note Receivable, as such term is
hereinafter defined, provided that upon submission to Lender
by Borrower of satisfactory written evidence that the first
monthly payment with respect to a Zero Payment Eligible Note
Receivable has been received by Borrower, the Borrowing Base
shall, with respect to such Zero Payment Eligible Note
Receivable, be increased to: (y) eighty-five percent (85%) of
the remaining principal balance of each such Zero Payment
Eligible Note Receivable having a maximum term of ninety-six
months or less or (z) eighty percent (80%) of the remaining
principal balance of each such Eligible Note Receivable having
a term greater than ninety-six months but less than one
hundred twenty months."
4. COLLATERAL. Section 1.1(j) (Collateral) is hereby amended in part as
follows:
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"(k) COLLATERAL. Collectively, all now owned or
hereafter acquired right, title and interest of the Borrower,
in all of the following:
(i) Pledged Notes Receivable and all proceeds of or
from them;
(ii) Mortgages and all proceeds of or from them;
(iii) Documents, instruments, accounts, chattel
paper, and general intangibles relating to the Pledged Notes
Receivable and the Mortgages;
(iv) Extensions, additions, improvements,
betterments, renewals, substitutions and replacements of, for
or to any of the Collateral, wherever located, together with
the products, proceeds, issues, rents and profits thereof, and
any replacements, additions or accessions thereto or
substitutions thereof;
(v) All books, records, reports, computer tapes,
disks and software relating to the Collateral; and
(vi) All Collateral under the Additional Credit
Facility and the Inventory Loan, as such term is hereinafter
defined.
5. ELIGIBLE NOTES RECEIVABLE. Sections 1.1(s) (vii) and (xi) and the last
paragraph of Section 1.1(s) (Eligible Notes Receivable) are hereby amended to
read as follows:
"(vii) which shall have an original term of no more
than one hundred twenty (120) months;"
"(xi) the rate of interest payable on the unpaid
balance is at least the rate required so that when
the Advance is made in respect of such Eligible Note
Receivable the average interest rate on all Eligible
Notes Receivable in respect of which Advances are
outstanding shall not be less than twelve and
one-half percent (12.5%) per annum at any time;"
Notwithstanding anything herein to the contrary, the Lenders
shall be under no obligation to make Advances in respect of:
(i) Crown Resorts Notes Receivable (i.e. Notes
Receivables relating to intervals at the Crown Resorts listed
on Schedule 4.5(c)(iii)) if Advances have already been made
under this Loan and the Existing Credit Facility, in total, in
respect of 681 Crown Resorts Notes Receivable, exclusive of
[x] Notes Receivable relating to intervals at the Quail Hollow
Resort and [z]any other Crown Resort Notes Receivable for
which Borrower shall have delivered to Agent an acceptable
Mortgagee Title Insurance Policy insuring the Mortgage
securing such Crown Resort Note Receivable; and
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(ii) Notes Receivable from Oak N' Spruce Resort if
any such Advance, together with any prior Advances made under
this Loan Agreement, the Additional Credit Facility and/or the
Inventory Loan would exceed, in the aggregate, $32,000,000.00.
6. INVENTORY LOAN. Section 1.1 (Definitions). is hereby amended in part to
add the following new paragraph:
"(jj) INVENTORY LOAN. The term Inventory Loan shall mean
that certain $10,000,000 time share interval inventory loan
made or to be made by Lender to Borrower, and all documents
executed and/or delivered by Borrower in connection
therewith.
7. LOAN DOCUMENTS. Section 1.1 (ll) (Loan Documents) is hereby amended to
read as follows:
"(oo) LOAN DOCUMENTS. Collectively, this Agreement, as
amended by the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment, the Note, the
Environmental Indemnification Agreement, the Negative
Pledge Agreement, the Assignment of Notes Receivable and
Mortgages, the Lock Box Agreement, the UCC Financing
Statements and such other agreements, documents,
instruments, certificates and materials as Lender may
request to evidence the Obligations, to evidence and
perfect the rights and Liens and security interests of
Lender contemplated by the Loan Documents and to effectuate
the transactions contemplated herein, as such agreements,
documents, instruments or certificates may be hereafter
amended, renewed, extended, restated or supplemented from
time to time."
8. NOTE. Section 1.1(ss) (Note) is hereby amended to read as follows:
"(vv) NOTE. The Secured Promissory Note evidencing the Loan
dated the Closing Date executed and delivered by Borrower
to Lender concurrently with the Agreement, as amended and
restated by an Amended and Restated Secured Promissory Note
dated as of October 31, 1996, as further amended and
restated by an Amended and Restated Secured Promissory Note
dated March 31, 1999 and as further amended and restated by
an Amended and Restated Secured Promissory Note dated
December 16, 1999 executed and delivered by Borrower to
Lender concurrently with the Fourth Amendment, a copy of
which is attached hereto as Exhibit C."
9. ZERO PAYMENT ELIGIBLE NOTE RECEIVABLE. Section 1.1 (Definitions). is
hereby amended in part to add the following new paragraph:
"(sss) ZERO PAYMENT ELIGIBLE NOTE RECEIVABLE. The term Zero
Payment Eligible Note Receivable shall mean a Pledged Note
Receivable which satisfies all of the criteria set forth in
the definition contained herein of Eligible Note
Receivable,
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except that the first monthly payment under the Pledged
Note Receivable is not due and payable as of the date of
the Advance in question."
10. SUSPENSION OF ADVANCES. Section 2 of the Loan is hereby amended in part
to add the following new Section 2.9:
"2.9 SUSPENSION OF ADVANCES.
(a) Suspension of Sales. If any stay, order, cease and desist
order, injunction, temporary restraining order or similar judicial or
nonjudicial sanction shall be issued limiting or otherwise materially
adversely affecting any Interval sales activities, other business
operations in respect of the Resorts, or the enforcement of the
remedies of the Lender hereunder, then, in such event, the Lender shall
have no obligation to make any Advances hereunder: (i) in respect of
Pledged Notes Receivable from the sale of Intervals which are the
subject of any stay, order, cease and desist order, injunction,
temporary restraining order or similar judicial or nonjudicial sanction
has been issued until the stay, order, cease and desist order,
injunction, temporary restraining order or similar judicial or
nonjudicial sanction has been lifted or released to the satisfaction of
the Lender and (ii) in respect of Pledged Notes Receivable from the
sale of Intervals at any Resort if: (x) the stay, order, cease and
desist order, injunction, temporary restraining order or similar
judicial or nonjudicial sanction in question has not been lifted or
released to the satisfaction of the Lender within sixty (60) days of
its issuance and (y) there is a reduction in the total number of sales
of Intervals by the Borrower in any Loan Year of more than twenty
percent (20%) from the total number of sales of Intervals in the
immediately preceding Loan Year.
(b) Change in Control. If there shall occur a change, singly or in
the aggregate, of more than fifty percent (50%) of the executive
management of the Borrower as described in Schedule E hereto, the
Lender shall have no obligation to make any Advances hereunder, unless
within thirty (30) days prior thereto Borrower provides Lender with
written information setting forth the replacement executive management
personnel of Borrower together with a description of those Persons'
experience, ability and reputation, and Lender, acting in good faith,
determines that the replacement management personnel's experience,
ability and reputation is equal to or greater than that of the Borrower
as set forth on Schedule E."
11. GENERAL REPRESENTATIONS AND WARRANTIES. Section 6.20 (Operating
Contracts) is hereby deleted in its entirety and in its place instead is
substituted the following:
"6.20 OPERATING CONTRACTS. The contracts, agreements and
arrangements necessary, in Lender's reasonable judgement, for
the operation of the Resorts, including, but not limited to,
those with respect to utilities, maintenance, management,
services, marketing and sales (the "Operating Contracts") are
unmodified and in full force and effect and shall remain free
and clear of any Lien."
12. COVENANTS. Section 7.1(c) (Consolidation and Merger) is hereby amended
as follows:
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"Borrower will not consolidate with or merge into any other
Person or permit any other Person to consolidate with or
merge into it, unless: (i) Borrower is the continuing or
surviving corporation in any such consolidation or merger,
and (ii) prior to and immediately after such consolidation
or merger, Borrower shall not be in default hereunder."
13. COVENANTS. Section 7.1(h)(iv) (Officer's Certificate) is hereby amended
in part to add the following new sentence:
"The aforementioned Officer's Certificate shall be in the
form attached here as Exhibit C."
14. COVENANTS. Section 7.1(l) (Operating Contracts) is hereby deleted in
its entirety and in its place instead is substituted the following:
"(l) OPERATING CONTRACTS. Subject to the rights of the
Timeshare Owners' Association as set forth in the Timeshare
documents, no Operating Contract shall be modified, extended,
terminated or entered into, without the prior written approval
of the Lender, if any such modification, extension,
termination or new agreement would have a material adverse
effect on the operation of the Resort or the Collateral.
15. COVENANTS. Section 7.2((b) (D) is hereby deleted in its entirety.
16. EVENTS OF DEFAULT. Section 8.1(n) (Death or Disability of Robert Mead
or Default of Guarantor) is hereby deleted in its entirety.
17. EVENTS OF DEFAULT. Section 8.1(p) (Suspension of Sales) is hereby
deleted in its entirety and Section 8.1(q) (Violation of Negative Covenants) is
hereby redesignated as Section 8.1(o).
18. MODIFICATION OF ELIGIBLE NOTES RECEIVABLE. Section 44 (Modification of
Eligible Notes Receivable) of the Third Amendment is hereby amended to read as
follows:
"Notwithstanding anything herein to the contrary, Borrower
shall have the right to modify the interest rate and term
only of the Eligible Notes Receivable without the Lender's
prior consent, provided that: (i) any such change in the
rate of interest on any one or more Eligible Notes
Receivable shall not reduce the average interest rate on
all Eligible Notes Receivable to less than twelve and one
half percent (12 1/2 %) per annum at any time; (ii) the
term of no Eligible Notes Receivable shall be increased to
a term longer than one hundred twenty (120) months from its
original date; (iii) at no time may the Borrower so modify
the terms of more than fifteen percent (15%) of the
outstanding principal balance of all Eligible Notes
Receivable at any time; (iv) Borrower immediately provide
Lender with notice of any such modification together with
any original documentation evidencing such modification and
(v) no Eligible Note Receivable is modified more than once
in any twelve (12) month period or more than twice during
the term of such Eligible Note Receivable."
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19. ASSUMPTION OF OBLIGATIONS UNDER ELIGIBLE NOTES RECEIVABLE.
Notwithstanding anything herein to the contrary, upon the sale by a Purchaser of
an Interval, the new Purchaser of the Interval may be substituted as obligor
under the Eligible Note Receivable in question, provided that: (i) said new
Purchaser assumes in writing all of the obligations of the original obligor
under the Eligible Note Receivable in question; (ii) the Eligible Note
Receivable continues to meet all of the criteria for an Eligible Note Receivable
as set forth herein and (iii) the new Purchaser has made a cash down payment
equal to at least 10% of the original sales price of the Interval in question,
which down payment shall be in addition to the cash down payment made by the
original obligor.
20. EXHIBITS AND SCHEDULE. Exhibits A and B are hereby deleted in
their entirety and in their place and stead is substituted Exhibits A and B as
attached to the Fourth Amendment.
21. DEFINITIONS. Sections 1.1 (a), (b), (c), (e), (g), (h), (i), (l), (m),
(n), (o), (p), (q) (r), (s), (t), (u), (v), (w), (x), (y), (z), (aa), (bb),
(cc), (dd), (ee), (ff), (gg), (hh), (ii), (jj), (kk), (mm), (nn), (oo), (pp),
(qq), (rr), (ss), (tt), (uu), (vv), (ww), (xx), (yy), (zz), (aaa), (bbb), (ccc),
(ddd), (eee), (fff), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and
(ooo) are hereby redesignated as Sections 1.1 (b), (c), (d), (f), (h), (i), (j),
(m), (n), (o), (p), (q), (r), (s), (t), (u), (v), (w), (x), (y), (aa), (bb),
(cc), (dd), (ee), (ff), (gg), (hh), (ii), (kk), (ll), (mm), (nn), (pp), (qq),
(rr), (ss), (tt), (uu), (vv), (ww), (xx), (yy), (zz), (aaa), (bbb), (ccc),
(ddd), (eee), (fff), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn),
(ooo), (ppp), (qqq) and (rrr) respectively. All capitalized terms used herein
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Agreement.
22. FURTHER DOCUMENTATION. Borrower agrees to execute and deliver to Lender
any and all additional documentation as Lender may now or hereafter require in
order to effectuate the terms and conditions of this Fourth Amendment.
23. EFFECT OF AMENDMENT. Except as herein expressly amended, the Agreement
shall remain in full force and effect.
24. 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, as previously amended by the First
Amendment, the Second Amendment and the Third Amendment. 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 reaffirm 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 interests relating to
Additional Eligible Resorts, which now or hereafter serve as collateral security
for any Obligations. On the date of the
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Fourth Amendment and thereafter upon satisfaction of the requirements for
approval by Lender of Additional 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.
25. ESTOPPEL. Borrower acknowledges, agrees and confirms that: (a) Advances
under the Loan Agreement have been made prior to the date of the Fourth
Amendment; (b) all such Advances made prior to the Closing Date were made in
favor of the Original Borrower and the Borrower in respect of the Existing
Eligible Resorts; (c) Advances made prior to the date of the First Amendment
under the Loan Agreement are deemed as having been made for the benefit of the
Borrower and Borrower acknowledges and agrees that Borrower received a direct
and substantial financial benefit from such Advances and (d) immediately prior
to the date of the Fourth Amendment, and without giving effect to any Advances
that may be made pursuant to the Fourth Amendment, the status of the Loan,
including the outstanding principal balance thereof is as reflected in the Loan
Funding Report delivered to and approved by Lender in connection with the
closing of the Fourth Amendment, a copy of which is attached as Exhibit B.
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 Fourth 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 Closing Date to Lender, or of any interests 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.
26. EFFECTIVE DATE. This Fourth Amendment shall be effective commencing as
of the later of: (1) December 7, 1999, or (2) the satisfaction of the terms of
the Fourth Amendment Commitment (which satisfaction shall be evidenced by notice
from Lender or Lender's counsel to the Borrower or the Borrower's counsel,
respectively).
27. MAXIMUM OBLIGATION OF LENDER UNDER THE LOAN, THE ADDITIONAL CREDIT
FACILITY AND THE INVENTORY LOAN. Borrower acknowledges, agrees and confirms that
notwithstanding anything to the contrary herein, in any other Loan Document or
in any document evidencing or securing the Additional Credit Facility or the
Inventory Loan, Lender shall not be obligated to fund any Advance hereunder,
which when taken together with the loans or advances made by the Lender to the
Borrower under this Agreement, the Additional Credit Facility or the Inventory
Loan, would cause the aggregate amount of
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such loans and advances by the Lender to Borrower to exceed a maximum aggregate
amount of $50,000,000.
28. CROSS DEFAULT TO INVENTORY LOAN AND ADDITIONAL CREDIT FACILITY.
Notwithstanding anything to the contrary in the Agreement, any default by the
Borrower under the Additional Credit Facility and/or the Inventory Loan shall
also be a default under this Agreement.
29 ADDITIONAL FUNDING REQUIREMENT FOR OAK N' SPRUCE. Section 5 (b) (ii) of
the Agreement ("Loan Documentation/Collateral") is here by amended as follows:
(i) In the seventh line of Subsection 5(b) (ii), delete the word
"and" after the word "Mortgages".
(ii) Add the following at the end of Subsection 5(b) (ii):
"and (E) with respect to each Eligible Note Receivables from
the sale of Intervals at Oak N' Spruce: (i) the original
UCC-1 Financing Statement, naming the Purchaser of the
Interval giving rise to the Eligible Note Receivable as
debtor and the Borrower as secured party (the "PURCHASER
FINANCING STATEMENT"), perfecting Borrower's security
interest in the applicable Interval to secure the
Purchaser's obligations under the Eligible Note Receivable
and (ii) a UCC-3 Assignment, naming the Borrower as assignor
and the Agent as assignee on behalf of the Lenders,
assigning to the Agent, on behalf of the Lenders, all of the
Borrower's right, title and interest under each Purchaser
Financing Statement."
30. FORM OF COLLATERAL ASSIGNMENT OF NOTES RECEIVABLE AND INTERVAL
MORTGAGES. From and after the date hereof, for purposes of Section 5(b)(iii) of
the Agreement, the Assignment of Notes Receivable and Mortgages shall be in the
form attached here as Exhibit F1 and any amendment to any such previously
recorded assignment shall be in the form attached here as Exhibit F2
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed on their behalf as of the day and year first written
above.
Witnessed By:
/s/ MELISSA [ILLEGIBLE] TEXTRON FINANCIAL CORPORATION
- -----------------------------------
By: /s/ JOHN T. D'ANNEBALE
/s/ MARY PELLENGER ----------------------------
- ----------------------------------- Name: John T. D'Annebale
Its: Asst. Vice President
SILVERLEAF RESORTS, INC.
/s/ GEORGE R. BEDELL
- -----------------------------------
By: /s/ ROBERT E. MEAD
/s/ SANDRA CEARLEY ----------------------------
- ----------------------------------- Name: Robert E. Mead
Its: Chief Executive Officer
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STATE OF CONNECTICUT )
) ss: East Hartford
COUNTY OF HARTFORD )
At East Hartford in said County and State on this 16th day of December,
1999, personally appeared John T. D'Annebale, 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/ CHRISTINE M. CORDEIRA
--------------------------------------
Notary Public in and for said State
My Commission Expires: April 30, 2002
Commissioner of the Superior Court
STATE OF TEXAS )
) ss:
COUNTY OF DALLAS )
At Dallas in said County and State on this 8th day of December, 1999,
personally appeared Robert E. Mead, Chief Executive Officer, 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/ SANDRA G. CEARLEY
-----------------------------------
Notary Public in and for said State
My Commission Expires: 12-28-2002
[SEAL]