EXHIBIT T3C SILVERLEAF RESORTS, INC. [5-8]% SENIOR SUBORDINATED NOTES DUE 2007 INDENTURE Dated as of ______ , 2002 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTSIndenture • March 15th, 2002 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • New York
1 EXHIBIT 10.4 PURCHASE AGREEMENTPurchase Agreement • November 13th, 2000 • Silverleaf Resorts Inc • Hotels & motels
EXHIBIT 10.5 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is entered into as of the 28th day of March, 1990, but effective for all purposes as of April 1, 1990, by and between MASTER ENDLESS ESCAPE CLUB, a Texas non-profit...Management Agreement • March 31st, 1997 • Silverleaf Resorts Inc • Texas
RECITALS:Loan and Security Agreement • March 31st, 1997 • Silverleaf Resorts Inc • Illinois
Exhibit 10.8 THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "AMENDMENT") is dated as of December 19, 2003 by and among (i) Silverleaf Resorts, Inc., a...Revolving Credit Agreement • December 29th, 2003 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Massachusetts
BETWEENAsset Purchase Agreement • March 16th, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Texas
TFC LOGO]Loan Agreement • March 29th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
BETWEENShareholder Agreement • March 31st, 1997 • Silverleaf Resorts Inc • Texas
COMMON STOCKUnderwriting Agreement • March 6th, 1998 • Silverleaf Resorts Inc • Hotels & motels • New York
COMMON STOCKUnderwriting Agreement • May 16th, 1997 • Silverleaf Resorts Inc • Land subdividers & developers (no cemeteries) • New York
RECITALSManagement Agreement • November 25th, 2002 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
ACQUISITION AGREEMENT BETWEEN ASCENSION CAPITAL CORPORATION AND ROBERT E. MEAD REGARDING CONDOMINIUM BUILDERS INC., AND HOLLY RANCH WATER CO., INC. ACQUISITION AGREEMENT BETWEEN ASCENSION CAPITAL CORPORATION AND ROBERT E. MEADAcquisition Agreement • March 31st, 1997 • Silverleaf Resorts Inc • Texas
Exhibit 10.6 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (TRANCHE C) THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (TRANCHE C) dated as of December 19, 2003 (the "SECOND AMENDMENT"), is entered into by and between SILVERLEAF RESORTS, INC.,...Loan and Security Agreement • December 29th, 2003 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
SALE AND SERVICING AGREEMENT AMONG SILVERLEAF FINANCE IV, LLC, AS PURCHASER,Sale and Servicing Agreement • March 8th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Delaware
WITNESSETH:Revolving Credit Agreement • March 29th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Massachusetts
Ex. 10.50 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (Inventory Loan)Loan and Security Agreement • March 29th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Rhode Island
RECITALS:Employment Agreement • November 14th, 2003 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
1 EXHIBIT 10.2 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of March 31, 1999 (the "THIRD AMENDMENT"), is by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (the...Loan and Security Agreement • May 13th, 1999 • Silverleaf Resorts Inc • Hotels & motels
1 EXHIBIT 10.25 AMENDMENT TO LOAN DOCUMENTS This Amendment to Loan Documents ("AMENDMENT") is made as of the 27th day of December, 1996, by and among SILVERLEAF VACATION CLUB, INC., a Texas corporation, whose address is 1221 Riverbend Drive, Dallas,...Loan Agreement • May 16th, 1997 • Silverleaf Resorts Inc • Land subdividers & developers (no cemeteries) • Illinois
1 EXHIBIT 10.4 PURCHASE AND SALE AGREEMENT 1. THE PARTIES: BUYER: Silverleaf Resorts, Inc., a Texas corporation 1221 Riverbend Dr., Suite 120, Dallas, Texas 75247 ("Buyer") SELLER: American National Bank & Trust Company of Chicago, as Trustee under a...Purchase and Sale Agreement • November 12th, 1999 • Silverleaf Resorts Inc • Hotels & motels • Illinois
RECITALS:Employment Agreement • November 19th, 2002 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Texas
TFC LOGO]Loan and Security Agreement • March 29th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
1 EXHIBIT 10.10 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WITH SILVERLEAF RESORTS, INC. THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Agreement") is made between SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and DAVID T....Employment Agreement • November 12th, 1998 • Silverleaf Resorts Inc • Hotels & motels
EXHIBIT 10.7 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (INVENTORY LOAN)Loan and Security Agreement • November 19th, 2002 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
Ex. 10.2 FIRST AMENDMENT TO CONTRACT OF SALE This First Amendment to Contract of Sale is made and entered into as of the 18th day of March, 2004, by and between COOK, INC., a Florida corporation ("Seller"), and SILVERLEAF RESORTS, INC., a Texas...Contract of Sale • November 1st, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
1 EXHIBIT 4.1 SILVERLEAF RESORTS, INC. __% SENIOR SUBORDINATED NOTES DUE 2008Indenture • April 1st, 1998 • Silverleaf Resorts Inc • Hotels & motels • New York
Ex. 10.6 FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment';) is entered into as of November 16, 2004, by and between SILVERLEAF RESORTS, INC., a Texas corporation ("Seller") and ALGONQUIN WATER...Asset Purchase Agreement • March 16th, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
EX. 10.1 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 30, 2004Revolving Credit Agreement • August 12th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
1 EXHIBIT 10.2.2 INDEPENDENT CONTRACTOR AGREEMENT WITH SILVERLEAF RESORTS, INC. THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made between SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and RECREATIONAL CONSULTANTS, INC., a...Independent Contractor Agreement • March 31st, 1997 • Silverleaf Resorts Inc • Texas
Exhibit 10.45 March 16, 1998 Mr. Robert Mead Silverleaf Resorts, Inc. 1221 Riverbend Drive, Suite 120 Dallas, Texas 75247 Re: $10,000,000 Construction Loan (the "Loan") from Heller Financial, Inc. ("Heller") to Silverleaf Resorts, Inc. ("Borrower"),...Construction Loan Agreement • April 1st, 1998 • Silverleaf Resorts Inc • Hotels & motels
AMENDMENT NO. 1Loan and Security Agreement • November 13th, 2000 • Silverleaf Resorts Inc • Hotels & motels • Massachusetts
AGREEMENT ---------Revolving Loan and Security Agreement • March 31st, 1997 • Silverleaf Resorts Inc
TFC LOGO]Loan and Security Agreement • March 29th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
RECITALSLoan Agreement • March 6th, 1998 • Silverleaf Resorts Inc • Hotels & motels • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 12th, 2004 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
This Subsidiary Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.
