Ex. 10.51
[TFC LOGO]
TEXTRON FINANCIAL CORPORATION 333 EAST RIVER DRIVE
SUBSIDIARY OF TEXTRON INC. SUITE 104
EAST HARTFORD, CT 06108
(860) 282-7776 PHONE
(860) 282-9053 FAX
Robert E. Mead, Chief Executive Officer
Silverleaf Resorts, Inc.
1221 Riverbend Drive, Suite 105
Dallas, TX 75221
March 5, 2004
Re: $72,000,000 credit facility [Tranche A] (the "Loan") provided to
Silverleaf Resorts, Inc. ("Borrower") pursuant to that certain Amended
and Restated Loan, Security and Agency Agreement (Tranche A) dated as
of April 30, 2002, as amended by Letter Amendment dated March 27, 2003,
and as further amended by First Amendment to Amended and Restated Loan,
Security and Agency Agreement dated as of December 19, 2003, by and
among Borrower, the parties, including Textron Financial Corporation
("TFC"), a Delaware Corporation, which execute and deliver the
Agreement, in their respective capacities as lenders, and Textron
Financial Corporation, as Facility Agent and Collateral Agent (the
"Loan Agreement")
Dear Bob:
Reference is hereby made to the Loan Agreement. All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Loan Agreement.
This letter shall confirm that, in connection with the Inventory Loan to be
provided in connection with that certain Amended and Restated Loan and Security
Agreement (Inventory Loan) between TFC and Borrower dated as of March 5, 2004,
the Loan Agreement is hereby modified in part, effective as of the date hereof,
as follows:
1. All references to the term "Inventory Loan" in the Loan
Agreement shall mean, singly and collectively, that certain
$10,000,000 timeshare interval inventory loan and that certain
$8,000,000 timeshare interval inventory loan provided by TFC
to Borrower pursuant to that certain Amended and Restated Loan
and Security Agreement dated as of March 5, 2004 by and
between Borrower and TFC, as the same may hereafter be amended
from time to time.
2. TFC's maximum obligation under the Inventory Loan shall be:
(i) $18,000,000.00 prior to August 31, 2004; and (ii)
$16,000,000.00 after August 31, 2004 and prior to the Final
Maturity Date.
3. TFC and Borrower hereby acknowledge and agree that TFC hereby
absolutely releases its security in the Notes Receivable and
related
Mortgages that are the primary Collateral for the Heller
Facility. TFC and Borrower hereby acknowledge and agree that
the Heller Facility shall no longer be secured by the
Additional Resort Collateral, the Land or the Pledged Notes
Receivable and all proceeds of or from them (including all
Notes Receivable comprising the Ineligible Note Portfolio)
securing TFC's Facilities and/or the Sovereign Facility. TFC
and Borrower further acknowledge and agree that any obligation
of TFC to act as agent for Heller under the Loan Agreement is
hereby discharged.
4. Section 2.9 of the Loan Agreement is hereby deleted in its
entirety and in its place instead is substituted the
following:
"2.9 MAXIMUM OBLIGATION OF TEXTRON FINANCIAL CORPORATION
UNDER THE LOAN, THE ADDITIONAL CREDIT FACILITY, THE TRANCHE C
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, the
Tranche C 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 Lender, on
its own behalf as Lender (and as opposed to Advances required
to be made by Lender's participants and co-lenders under the
Loan Agreement or the Additional Credit Facility), to the
Borrower under this Agreement, the Additional Credit Facility,
the Tranche C Credit Facility and the Inventory Loan, would
cause the aggregate amount of such Loans and Advances by
Lender on its own behalf to Borrower to exceed a maximum
aggregate amount of: (i) prior to August 31, 2004-$56,996,300
and (ii) after August 31, 2004 and prior to the Final Maturity
Date-$54,996,300."
5. Section 7.2(k) of the Loan Agreement is hereby deleted in its
entirety and in its place instead is substituted the
following:
"(k) MODIFICATIONS OF HELLER DOCUMENTS, DZ DOCUMENTS, BOND
HOLDER EXCHANGE DOCUMENTS, SOVEREIGN DOCUMENTS, SILVERLEAF
FINANCE II DOCUMENTS AND OTHER DEBT INSTRUMENTS. Borrower
shall not amend or modify the Sovereign Documents, the DZ
Documents, the Bondholder Exchange Documents, the Silverleaf
Finance II Documents or the documents evidencing any other
indebtedness of Borrower, nor shall Borrower extend, modify,
increase or terminate the DZ Facility, the Bond Holder
Exchange Transaction, the Sovereign Facility, the TFC Conduit
Loan or any other credit facility or loan, without the prior
written consent of Lender, which consent shall not be
unreasonably withheld. Borrower shall not agree to any
modification of the maturity date of the Heller Facility so
that it matures prior to February 28, 2006."
In addition, the Loan Documents are hereby modified in part, effective as of the
date hereof, as follows:
1. All references to the term "Inventory Loan" in the Loan
Documents shall mean, singly and collectively, that certain
$10,000,000 timeshare interval inventory loan and that certain
$8,000,000 timeshare interval inventory loan provided by TFC
to Borrower pursuant to that certain Amended and Restated Loan
and Security Agreement dated as of March 5, 2004 by and
between Borrower and TFC, as the same may hereafter be amended
from time to time.
2. All references to the term "Inventory Loan Note" in the Loan
Documents shall mean: (i) that certain Amended and Restated
Secured Promissory Note dated April 30, 2002, by Silverleaf
Resorts, Inc. in favor of Textron Financial Corporation, in
the original principal amount of Ten Million Dollars
($10,000,000.00); and (ii) that certain Secured Promissory
Note dated March 5, 2004, by Silverleaf Resorts, Inc. in favor
of Textron Financial Corporation, in the original principal
amount of Eight Million Dollars ($8,000,000.00), as the same
may hereafter be amended from time to time.
This Letter Amendment ("Letter Amendment") may be executed in two or more
counterparts, all of which together shall be considered a single instrument.
Delivery of an executed counterpart of a signature page to this Letter Amendment
by facsimile shall be effective as delivery of a manually executed counterpart
of this Letter Amendment.
Except as expressly set forth herein, this Letter Amendment does not constitute
a waiver of any term or condition of the Loan, and the Loan Agreement and the
Loan Documents shall remain in full force and effect.
This Letter Amendment is conditioned upon execution of similar Agreements
relating to the other Textron credit facilities and upon execution of the
modifications of the Heller Loan Documents and Sovereign Loan Documents
contemplated by that certain Second Amended and Restated Intercreditor Agreement
dated as of March 5, 2004 by and among TFC, Heller Financial, Inc. and Sovereign
Bank.
Please confirm your acknowledgement of and agreement with the terms of this
Letter Amendment by signing in the appropriate space below.
Very truly yours,
TEXTRON FINANCIAL CORPORATION,
a Delaware corporation
/S/ JOHN T. D'ANNIBALE
-----------------------------------
By: John T. D'Annibale
Its: Vice President
The undersigned party acknowledges its agreement with the terms and conditions
of this Letter Amendment:
SILVERLEAF RESORTS, INC.
/S/ HARRY J. WHITE, JR.
-----------------------------------
By: Harry J. White, Jr.
Its: CFO