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EXHIBIT 10.33
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (the "Second Amendment")
is entered into as of this 31st day of December, 1997, by and between Master
Club, formerly known as Master Endless Escape Club, a Texas non-profit
corporation ("Master Club"), and Silverleaf Resorts, Inc., a Texas corporation,
f/k/a Silverleaf Vacation Club, Inc., f/k/a Ascension Capital Corporation,
successor by merger to Ascension Resorts, Ltd. ("Manager").
RECITALS
WHEREAS, Master Club and Manager entered into that certain Management
Agreement dated as of the 28th day of March, 1990 (the "Management Agreement"),
for purposes of establishing certain management services to be provided by
Manager to Master Club and certain resorts, as designated in the Management
Agreement (the "Resorts"); and
WHEREAS, on December 28, 1993, Master Club and Manager executed that
certain First Amendment to Management Agreement effective as of January 1, 1993
(the "First Amendment") to modify the compensation payable to Manager under the
Management Agreement and to amend certain other provisions of the Management
Agreement;
WHEREAS, Master Club and Manager now desire to amend the Management
Agreement further to provide for the addition of two additional Resorts to be
subject to the Management Agreement;
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Master Club and Manager hereby
agree as follows;
A. The first two paragraphs of the Recitals of the Management
Agreement are hereby deleted in their entirety and replaced with the following
new paragraphs:
WHEREAS, Manager is the current owner and developer of eight
(8) resorts, four (4) of which are located in Texas and are known as
Hill Country Resort, Xxxxx Lake, Piney Shores Resort and The Villages,
three (3) of which are located in Missouri and are known as Holiday
Hills Resort, Ozark Mountain Resort and Timber Creek Resort, and one
of which is located in Illinois and is known as Fox River Resort
(collectively the "Resorts"); and
WHEREAS, pursuant to (i) that certain Master Club Agreement
dated March 28, 1997, executed by and between Master Club and Holiday
Hills Resort Club, a Missouri non-profit corporation, Ozark Mountain
Resort Club, a Missouri non-profit corporation, Hill Country Resort
Club, a Texas non-profit unincorporated association, Xxxxx Lake Resort
Club, a Texas non-profit
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unincorporated association, Piney Shores Resort Club, a Texas
non-profit unincorporated association, and Villages Resort Club, a
Texas non-profit unincorporated association, (ii) that certain Master
Club Agreement dated September 25, 1997, by and between Master Club
and Timber Creek Resort Club, a Missouri non-profit corporation, and
(iii) that certain Master Club Agreement dated November 13th, 1997, by
and between Fox River Resort Club, an Illinois non-profit corporation
(Ozark Mountain Resort Club, Holiday Hills Resort Club, Hill Country
Resort Club, Xxxxx Lake Resort Club, Piney Shores Resort Club,
Villages Resort Club, Timber Creek Resort Club and Fox River Resort
Club are hereinafter collectively referred to as the "Clubs"), the
Master Club is authorized and appointed by each of the Clubs to
arrange for centralized management of the Resorts and to implement the
Program (hereinafter defined) for the benefit of the Clubs; and
B. Except as expressly amended hereby, the original terms and
conditions of the Management Agreement and the First Amendment are hereby
ratified and confirmed by Master Club and Manager. This Second Amendment
inures to the benefit, and is binding upon, the Master Club and Manager and
their respective successors, legal representatives, and assigns.
C. This Second Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument, and all such
counterparts shall be deemed one and the same instrument.
EXECUTED the 31st day of December, 1997.
MASTER CLUB:
MASTER CLUB, a Texas non-profit corporation
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
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Its: President
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MANAGER:
SILVERLEAF RESORTS, INC., a Texas corporation
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
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Its: President
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