SECOND SUPPLEMENT TO INDENTURE
Ex.
10.1
SECOND
SUPPLEMENT TO INDENTURE
SECOND SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of September 12,
2007, by and among SILVERLEAF FINANCE IV, LLC a Delaware limited liability
company (the “Issuer”), UBS REAL ESTATE SECURITIES INC., a Delaware
corporation, as noteholder (the “Noteholder”) and XXXXX FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as trustee (the
“Trustee”).
Reference
is made to the
Indenture, dated as of March 2, 2006, by and among the Issuer, the Noteholder,
and the Trustee, pursuant to which the Silverleaf Finance IV, LLC Variable
Funding Note (the “Note”) was issued and the Issuer pledged certain Collateral
to the Trustee to secure the payment of the Note (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(b)
thereof, as set forth below.
1.
Amendments.
(a) The
cover page of the Indenture is hereby amended to replace the reference to
“$125,000,000” with “$150,000,000”.
(b) Section
2.3 of the Indenture is hereby amended by deleting clause (a)
thereof in its entirety and replacing it with the
following:
“(a)
On
the Scheduled Maturity Date, the outstanding principal balance of the
Note and all accrued and unpaid interest thereon will be amortized and, if
not
otherwise paid in full pursuant to the Transaction Documents, shall be payable
in full by the Rated Final Settlement Date.”
(c) Section
2.8(b) of the Indenture is hereby amended by deleting the first sentence
thereof in its entirety and replacing it with the
following:
“(b)
If
the Facility Termination Date is determined in accordance with subsection (I)
of
the definition thereof, the outstanding principal balance of the Note and all
accrued and unpaid interest thereon will be amortized and, if not otherwise
paid
in full pursuant to the Transaction Documents, shall be payable in full by
the
Rated Final Settlement Date.”
(d) Section
5.1(a) of the Agreement is hereby modified by deleting clause (iii)
thereof in its entirety and replacing it with the
following:
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“(iii)
default in the observance or performance of any covenant or agreement of the
Issuer, the Seller or the Servicer made in any Basic Document (other than (i)
a
covenant or agreement, a default in the observance or performance of which
is
elsewhere in this Section specifically dealt with, (ii) the failure by the
Seller or the Servicer to repurchase any Receivable or substitute a Qualified
Substitute Timeshare Receivable in accordance with the terms of the Sale and
Servicing Agreement and (iii) the obligation of the Servicer set forth in
Section 11.1(f) of the Sale and Servicing Agreement), or any representation
or
warranty of the Issuer, the Seller or the Servicer made in any Basic Document
or
in any certificate or other writing delivered pursuant to any Basic Document
or
in connection therewith (including any Servicer’s Certificate or any Borrowing
Base Certificate) proving to have been incorrect in any material respect as
of
the time when the same shall have been made or deemed to have been made (any
such occurrence, a “Breach”), and such Breach shall continue or not be
cured within 30 days (or, if the breaching party shall have provided evidence
satisfactory to the Trustee and the Noteholder that such Breach cannot be cured
in the 30-day period and that it is diligently pursuing a cure, 60 days) of
the
earlier of (i) written notice by the Noteholder or (ii) knowledge of such Breach
by the breaching party; provided that no Breach shall be deemed to occur
hereunder in respect of any representation or warranty relating to eligibility
of any Receivable on the Closing Date or any related Funding Date to the extent
the Seller has repurchased such Receivable in accordance with the provisions
of
the Sale and Servicing Agreement;”
(e) Section 5.1(a) of the
Indenture is hereby amended by adding the following as clause (xxi)
thereof:
“(xxi)
the failure by the Issuer to pay, in full, the outstanding principal balance
of
the Note and all accrued and unpaid interest thereon on or prior to the Final
Scheduled Settlement Date;”
(f) Section
10.1 of the Indenture is hereby amended by deleting the phrase “Final Scheduled
Settlement Date” appearing in the first sentence thereof and inserting the
phrase “Rated Final Settlement Date” in lieu thereof.
2.
Conditions Precedent. The Issuer hereby states that the
following conditions precedent to this Supplement have been fulfilled pursuant
to Section 9.1(b) of the Indenture:
(a) Issuer
Order. An Issuer Order authorizing the Trustee to enter into this
Supplement has been duly executed by the Issuer and presented to the
Trustee.
(b) Notice
to the Rating Agency. Prior written notice of this Supplement has
been provided to the Rating Agency.
3.
Effective Date. Pursuant to Section 9.4 of the Indenture, upon
execution by the Issuer, the Noteholder and the 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 the date hereof.
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4.
Reaffirmation and Ratification of Existing Agreements,
Etc. The Issuer: (i) reaffirms and ratifies all the obligations
to the Trustee and the Noteholder, in respect of the Indenture, as hereby
amended, and the other Basic Documents, and (ii) agrees that the Indenture,
as
amended hereby, and the other Basic 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
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 Basic Document under the Indenture
and
the other Basic Documents.
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IN WITNESS WHEREOF, this Supplement has been duly executed and delivered as
of
the date first above written.
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SILVERLEAF
FINANCE IV, LLC
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By:
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/S/
XXXXX X. XXXXX, XX.
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Title:
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CFO
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UBS
REAL ESTATE SECURITIES INC., as Noteholder
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By:
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/S/
XXXXXXX X. XXXXXXXX
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Title:
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Executive
Director
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By:
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/S/
XXXXXX XXXX
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Title:
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Director
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XXXXX
FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee
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By:
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/S/
XXX XXXXXX
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Title:
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Assistant
Vice
President
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