SECOND SUPPLEMENT TO INDENTURE
Ex.
10.2
SECOND
SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of July 14, 2006, by and
among Silverleaf Finance III, LLC, as issuer (the “Issuer”), Silverleaf Resorts,
Inc., as servicer (the “Servicer”), and ▇▇▇▇▇ Fargo Bank, National Association,
as indenture trustee, backup servicer, paying agent, custodian and account
intermediary (the “Indenture Trustee”).
Reference
is made to the Indenture, dated as of July 1, 2005, by and among the Issuer,
the
Servicer, and the Indenture Trustee, pursuant to which the Silverleaf Timeshare
Loan-Backed Notes, Series 2005-A (the “Notes”) were issued and the Issuer
pledged certain Collateral to the Indenture Trustee to secure the payment of
the
Notes (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(a)
thereof, as set forth below.
1.
Amendment:
Section 5.4.
Section
5.4(a)(iii) of the Indenture is hereby amended to replace each reference to
Section “5.3(a)(iv)” of the Indenture with Section “5.3(a)(xiv).”
2.
Conditions
Precedent.
The
Issuer hereby states that the following conditions precedent to this Supplement
have been fulfilled pursuant to Section 9.1(a) of the Indenture:
(a)
Issuer
Order.
An
Issuer
Order authorizing the Indenture Trustee to enter into this Supplement has been
duly executed by the Issuer and presented to the Indenture Trustee.
(b)
Effect
on Noteholders.
The
Issuer confirms that this Supplement will not adversely affect the interests
of
any of the Holders of the Notes.
3.
Effective
Date.
Pursuant to Section 9.4 of the Indenture, upon execution by the Issuer, the
Servicer and the Indenture 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 July 1, 2005. All Noteholders shall be bound
by
the terms of this Supplement.
4.
Reaffirmation
and Ratification of Existing Agreements, Etc.
The
Issuer: (i) reaffirms and ratifies all the obligations to the Indenture Trustee,
in respect of the Indenture, as hereby amended, and the other Transaction
Documents, and (ii) agrees that the Indenture, as amended hereby, and the other
Transaction 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 such
executed
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 Transaction Document under the Indenture
and the other Transaction Documents.
2
IN
WITNESS WHEREOF, this Supplement has been duly executed and delivered as of
the
date first above written.
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SILVERLEAF
FINANCE III, LLC
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By:
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇.
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Title:
Chief Financial Officer
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SILVERLEAF
RESORTS, INC., as Servicer
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By:
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇.
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Title:
Chief Financial Officer
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▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee,
Backup Servicer, Paying Agent, Custodian and Account
Intermediary
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By:
/S/ ▇▇▇
▇▇▇▇▇▇
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Title:
Assistant Vice President
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