Ex. 10.54
[TFC LOGO]
TEXTRON FINANCIAL CORPORATION ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
SUBSIDIARY OF TEXTRON INC. SUITE ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ PHONE
(▇▇▇) ▇▇▇-▇▇▇▇ FAX
▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer
Silverleaf Resorts, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
March 5, 2004
Re: $10,000,000 credit facility [Inventory Loan] (the "Loan") provided to
Silverleaf Resorts, Inc. ("Borrower") pursuant to that certain ▇▇▇▇▇▇▇
and Restated Loan and Security Agreement (Inventory Loan) dated as of
March 5, 2004 by and between Borrower and Textron Financial Corporation
("TFC") (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 Borrower and TFC dated as of March 5, 2004,
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.
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/ ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
-----------------------------------
By: ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
▇▇▇: Vice President
The undersigned party acknowledges its agreement with the terms and conditions
of this Letter Amendment:
SILVERLEAF RESORTS, INC.
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-----------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Its: CFO