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Ex. 10.49
FOURTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "AMENDMENT") is dated as of
March 5, 2004 by and among (i)
Silverleaf Resorts, Inc., a Texas
corporation (the "BORROWER"), (ii) Sovereign
Bank, a federally chartered savings bank
("SOVEREIGN"), and Liberty Bank, a
Connecticut non-stock mutual savings bank,
as the Banks (the "BANKS"), and (iii)
Sovereign Bank, a federally chartered
savings bank, as agent for the Banks (the
"AGENT").
WITNESSETH:
WHEREAS, the Borrower, the Banks, and the Agent have entered into
that
certain Amended and Restated Revolving
Credit Agreement, dated as of April 30,
2002, as amended by the First Amendment to
Amended and Restated Revolving Credit
Agreement, dated as of September 30, 2002,
as amended by the Second Amendment to
Amended and Restated Revolving Credit
Agreement, dated as of October 1, 2003,
and as amended by the Third Amendment to
Amended and Restated Revolving Credit
Agreement, dated as of December 19, 2003
(the "THIRD AMENDMENT") (as so amended,
the "CREDIT AGREEMENT"), pursuant to which
the Banks have extended credit to the
Borrower on the terms set forth
therein;
WHEREAS, the Borrower has requested that the Banks and the Agent
agree
to make a clarifying amendment to the
definition of "Eligible Consumer Loan
Amount" therein and certain other
amendments in connection with a repayment of
the inventory loan component of the Heller
Facility (as defined in the Credit
Agreement); and
WHEREAS, the Banks, the Agent and the Borrower have agreed to make
such
amendments subject to and on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other
good
and valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto hereby
agree as follows:
1.
DEFINITIONS. All capitalized terms used herein and not
expressly defined herein shall have the
same respective meanings given to such
terms in the Credit Agreement.
2.
AMENDMENTS TO SECTION 1.1.
(a) The
definition of "Eligible Consumer Loan Amount" in Section
1.1 of the Credit Agreement is hereby
amended by replacing the "and" after
clause (i) thereof with "or".
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(b) The
definition of "Intercreditor Agreement" in Section 1.1 of
the Credit Agreement is hereby amended and
restated in its entirety as follows:
"Intercreditor Agreement. The Second Amended and Restated
Intercreditor
Agreement, dated as of March 5, 2004, among
the Agent, Textron and Heller and
acknowledged and agreed to by the
Borrower."
(c) The
definition of "Intercreditor Amendment" in Section 1.1 of
the Credit Agreement is hereby deleted in
its entirety.
3.
AMENDMENT TO SECTION 8.19. Section 8.19 of the Credit
Agreement is hereby amended by inserting
prior to the first sentence thereof the
following: "Subject, in the case of the
Heller Documents, to the express waiver
by the Agent set forth in the Intercreditor
Agreement (and subject to the
limitations on such waiver set forth
therein),". Section 8.19 of the Credit
Agreement is further amended by inserting
after the last sentence thereof the
following: "The Borrower shall promptly
provide the Agent with a copy of any
amendment to or modification of the Heller
Documents."
4.
AMENDMENT TO SECTION 14.1(D). The reference to the ", the
Intercreditor Amendment" in Section 14.1(d)
of the Credit Agreement is hereby
deleted.
5.
INTERCREDITOR AGREEMENT; CONSENT TO LOAN MODIFICATIONS. Each
of the Banks hereby authorizes the Agent to
execute, deliver and perform the
Intercreditor Agreement (the form of which
is attached hereto as EXHIBIT A) in
its capacity as Agent for the Banks. Each
of the Banks consents to the releases
of the Collateral by the Agent provided for
in the Intercreditor Agreement. Each
of the Banks hereby consents to (a) the
amendments to and the amendments and
restatements of the Textron Documents in
the forms attached hereto as EXHIBIT B
and (b) the amendments to the Heller
Documents in the forms attached hereto as
EXHIBIT C.
6.
HELLER RECEIVABLES COLLATERAL. Immediately upon repayment of
the Heller Facility, if any Obligation of
the Borrower in respect of the Tranche
B Loans remains outstanding on such date,
the Borrower hereby covenants and
agrees that the Borrower will grant to the
Agent, for the benefit of the
Lenders, a first priority security interest
in all of the Notes Receivable and
the Mortgages (each such term as defined in
the Heller Documents) pledged to
Heller to secure to the Heller Facility
immediately prior to the repayment in
full of such Heller Facility (the "HELLER
RECEIVABLES COLLATERAL"). The Borrower
hereby covenants and agrees that, prior to
repayment in full of the Heller
Facility, the Borrower will not, and will
not permit any of its Subsidiaries to,
create or incur or suffer to be created or
incurred or to exist any lien,
encumbrance, mortgage, pledge, charge,
restriction or other security interest of
any kind upon the Heller Receivables
Collateral, other than in favor of Heller
pursuant to the Heller Documents. The Agent
and the Banks hereby acknowledge
that the Borrower has agreed to grant an
identical and equal priority lien on
the Heller Receivables Collateral to
Textron. The Agent and the Banks hereby
acknowledge and agree that (a) until such
time as the Heller Facility has been
repaid in full, the Agent and the Banks
have no title or interest in the Heller
Receivables Collateral and (b)
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Heller has no duty or obligations to the
Agent and the Banks with respect to the
Heller Receivables Collateral.
Notwithstanding the foregoing, in the event that in order to raise
the
funds necessary to repay the Heller
Facility, the Borrower intends to sell the
Heller Receivables Collateral into a
securitization or to refinance the Heller
Facility and pledge the Heller Receivables
Collateral to the lender providing
such refinancing, the Agent and the Banks
hereby acknowledge and agree that the
Agent and the Banks shall have no claim
with respect to such Notes Receivables
under this Section 6 to the extent such
Notes Receivable are sold into such a
securization or pledged to a lender
providing a new revolving credit facility
permitted by the terms of this Credit
Agreement; provided however, that in the
event that the proceeds of the Heller
Receivables Collateral received by the
Borrower from such sale or refinancing of
the Heller Receivables Collateral
exceed the Borrower's outstanding
obligation
