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EXHIBIT 10.14
AMENDMENT TO RESTATED AND AMENDED
LOAN AND SECURITY AGREEMENT
This First Amendment to Restated and Amended Loan and Security
Agreement ("AMENDMENT AGREEMENT") entered into as of August 15, 1996 by XXXXXX
FINANCIAL, INC., a Delaware corporation ("LENDER") and SILVERLEAF VACATION CLUB,
INC., a Texas corporation ("BORROWER").
RECITALS:
A. Lender and Borrower entered into that certain Loan and
Security Agreement dated as of October 11, 1994 (the "Original Agreement").
B. Pursuant to the terms and conditions of the Original
Agreement, Lender made Borrower a $5,000,000 revolving receivables loan (the
"Original Loan") secured by "Receivables Collateral" (as defined in the
Original Agreement).
C. On April 19, 1995 at Borrower's request, the Original Loan was
modified and increased by an additional $5,000,000 (the "First Loan Increase")
to $10,000,000.
D. On December 27, 1995 Lender and Borrower modified the Original
Loan Agreement ("Restated and Amended Loan") and increased the Original Loan to
$15,000,000 and made Borrower a separate $4,000,000 revolving inventory loan.
E. Borrower has requested that Lender (i) further modify, extend
and increase the Restated and Amended Loan by an additional $10,000,000 to
$25,000,000 (the "New Loan").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto do hereby
agree that the Restated and Amended Loan and Security Agreement of December
27, 1995 ("Restated Agreement") shall be amended in part as set forth below. All
terms and conditions of the Restated Agreement not specifically amended by this
Amendment Agreement shall remain in full force and effect and the new document
as herein amended shall be known as the Second Restated and Amended Loan and
Security Agreement.
1. Amendments to the Restated Agreement shall be made as follows:
SECTION 1.8 shall be amended in its entirety to read as follows:
"1.8 "Borrower": Silverleaf Vacation Club, Inc., a Texas
corporation, formerly known as Ascension Resorts, Ltd., a
Texas limited partnership, d/b/a Silverleaf Resorts, Ltd. and
subject to the restrictions on merger, consolidation and
assignment contained in the Documents, its successors and
assigns."
SECTION 1.10 shall be amended by replacing "... twelve (12) months..."
with "twenty-four (24) months from the date of this Amendment Agreement or any
amendment thereto".
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SECTION 1.14 shall be amended by adding the following language:
"Commitment Fee for the New Loan shall be $100,000 payable by Borrower to
Lender."
SECTION 1.36 shall be amended by replacing "five (5) ..." with "seven
(7) ..."; and adding to the end "...or the date of any amendment to this
Amendment Agreement."
SECTION 1.37 shall be amended by replacing "Fifteen Million United
States Dollars ($15,000,000)" with "Twenty-Five Million United States Dollars
($25,000,000)".
SECTION 1.39A shall be added to the Restated Agreement as follows;
"1.39A "New Loan": shall mean the increase in the Loan to
$25,000,000".
SECTION 1.41 shall be amended in its entirety to read as follows:
"1.41 "Note"; the promissory note evidencing the Loan in the
amount of $25,000,000 executed and delivered by Borrower to
Lender concurrently herewith and attached as Exhibit D."
SECTION 1.43 shall be amended to change the date from "one (1) year"
to "two (2) years".
SECTION 1.47 shall be amended to replace "one (1) year" to "two (2)
years" in the first line.
SECTION 1.56 shall be amended in its entirety to read as follows:
"1.56 "Revolving Receivables Loan": the $25,000,000 loan
evidenced by the Note from Borrower in favor of Lender in the
form of Exhibit D."
SECTION 5.3 shall be amended by designating the first paragraph as
"(a)" and by adding a new subparagraph "(b)" as follows:
"(b) Notwithstanding the provisions of Section 5.3(a) to the
contrary, Borrower may make partial pre-payments of the Loan
during the Borrowing Term in minimum tranches of $5,000,000
subject to the provisions of Section 5.7 in the event Borrower
does not maintain the Note balance as stated in Section 5.7."
SECTION 5.7 shall be added to the Restated Agreement in its entirety
as follows:
"5.7 During each twelve (12) month period during the
Borrowing Term, commencing with the date of this Amendment
Agreement during which Borrower does not maintain an average
outstanding balance of principal on the Note of at least
$15,000,000, Borrower will pay to Lender, on or before ten
(10) days after notice given after the end of each twelve (12)
month period, an amount equal to
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two percent (2%) of the difference between $15,000,000 and the
average balance of the Loan during the last concluded twelve
(12) month period."
SECTION 6.14(a) shall be amended to add the following to the first
sentence: "... and Borrower shall pay an additional $100,000 Commitment Fee to
Lender for the New Loan at the time of the next Advance after the date of this
Amendment Agreement but no later than August 15, 1996. Borrower authorizes
Lender to advance such sum to itself from the first Advance."
SECTION 6.14(b) shall be amended to add the following to the end of
the paragraph: "... and such attorneys fees and costs rendered in connection
with the New Loan."
SECTION 6.22 shall be a new section added to the Restated Agreement in
its entirety as follows:
"6.22 Borrower may increase the Borrowing Term for an
additional twelve (12) months upon delivering to Lender (i) a
written request for such extension delivered no more than
ninety (90) days and no less than thirty (30) days from the
expiration of the Borrowing Term, and (ii) an extension fee in
the amount of $125,000 in good funds, provided that there
exists no Event of Default and Lender has the approval of its
Credit Committee, acting in its sole discretion."
2. Schedule 1 will be amended in its entirety as set forth on
SCHEDULE 1 to this Amendment Agreement.
3. The Note evidencing the Loan in the principal amount of
$25,000,000 as attached to this Amendment Agreement as EXHIBIT "A" shall be
executed by Borrower and delivered by Lender.
4. The Environmental Certificate with Representations, Covenants
and Warranties ("Environmental Warranty") effective December 22, 1995 shall be
amended to state that the maximum principal amount of the Loan shall be
$25,000,000 and the Environmental Warranty is hereby restated, confirmed with
all force and effect as of the date of this Amendment Agreement.
5. Borrower represents and warrants unto the Lender that: (i) the
Note, Second Restated Amended Loan and Security Agreement and all other Loan
Documents are valid and binding obligations of Borrower, enforceable in
accordance with their respective terms; (ii) no payment of interest which has
been made to Lender nor contracted to be made to Lender has resulted in the
computation or earning of interest in excess of the maximum lawful rate; and
(iii) no oral representations, statements or inducements have been made by
Lender with respect to the Loan or this Amendment Agreement.
6. The Note, Loan Agreement and other Loan Documents (including
any and all modifications or amendments thereto) are hereby ratified, confirmed
and approved in all respects by Borrower.
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7. Except as amended by this Amendment Agreement (and as
heretofore amended, if such is the case), all of the terms and conditions of
the Restated and Amended Loan and Security Agreement shall be unmodified and
shall remain in full force and effect.
8. This Amendment Agreement shall be governed by and construed in
accordance with the internal laws of the State of Illinois.
9. The invalidity, illegality, or unenforceability of any
provision of this Amendment Agreement shall not affect or impair the validity,
legality or enforceability of the remainder of this Amendment Agreement, and to
this end, the provisions of this Agreement are declared to be severable.
10. This Amendment Agreement shall be binding upon, and shall
inure to the benefit of, the respective successors and assigns of the Borrower
and Lender.
LENDER:
XXXXXX FINANCIAL, INC.,
a Delaware corporation
By: /s/ XXXX XXXXXX
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Its: Assistant Vice President
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BORROWER:
SILVERLEAF VACATION CLUB, INC.,
a Texas corporation
By: /s/ XXXXXX X. XXXX
------------------------------
Its: Chief Executive officer
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SCHEDULE 1 TO
AMENDMENT TO RESTATED AND AMENDED
LOAN AND SECURITY AGREEMENT
The Prepayment Premium at any time after the second year from the date
of the Note shall be equal to a percentage of the then unpaid principal amount
being prepaid, which percentage shall be determined as follows:
Year After Date Percentage of
of Note Prepayment
------- ----------
Third 3
Fourth 2
Fifth 1
thereafter 0
The Third Year shall be the period of time commencing on the date
which is two years after the date of the Note and expiring twelve months (12)
months thereafter. The Fourth Year begins upon the expiration of the Third
Year. Each succeeding year thereafter shall be for a period of twelve months,
with the Fifth Year terminating 60 months from the date of the Note.
Notwithstanding anything herein to the contrary, Borrower's right to
prepay this Loan in the initial 24 months after the date of the Note is subject
to the terms and conditions set forth in Sections 5.3 and 5.7 of the first
Amendment to Restated and Amended Loan and Security Agreement.
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LOAN NO. EXHIBIT "A"
--------
CONSOLIDATED PROMISSORY NOTE
$25,000,000.00 August 1996
------,
RECITALS:
A. On October 11, 1994, XXXXXX FINANCIAL, INC. , a Delaware
corporation ("Holder"), made a $5,000,000 loan (the "Loan") to ASCENSION
RESORTS, LTD., a Texas limited partnership, d/b/a SILVERLEAF RESORTS, LTD., now
known as SILVERLEAF VACATION CLUB, INC., a Texas corporation ("Maker"), which
Loan is evidenced by that certain Promissory Note (the "Original Note") dated
October 11, 1994 from Maker in favor of Holder, in the original principal
amount of $5,000,000, maturing on November 1, 1999 (the "Original Maturity
Date").
B. On April 19, 1995, at Maker's request, the Original Loan was
modified and increased to $10,000,000 by an additional $5,000,000 loan (the
"First Loan Increase") from Holder pursuant to that certain Loan and
Modification Agreement dated April 19, 1995 between Maker and Holder.
C. On Maker's request, Holder (i) extended the Maturity Date of
the First Loan Increase, and (ii) increased the Original Loan to $15,000,000 by
loaning Maker an additional $5,000,000 (the "Second Loan Increase").
D. Maker has requested that Holder consolidate the First Loan
Increase and the Second Loan Increase and obtain an additional increase of
$10,000,000 ("Additional Loan") for a consolidated loan of $25,000,000 on the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises, the First Loan
Increase, the Second Loan Increase and the Additional Loan are hereby
consolidated and amended as hereinafter provided.
1. PROMISE TO PAY.
FOR VALUE RECEIVED, SILVERLEAF VACATION CLUB, INC., a Texas
corporation ("Maker"), promises to pay to the order of XXXXXX FINANCIAL, INC.,
a Delaware corporation, and its successors and assigns ("Holder") the sum of
TWENTY-FIVE MILLION and 00/100 Dollars ($25,000,000.00), together with all
other amounts added thereto (the "Loan") pursuant to this Note or otherwise
payable to Holder pursuant to that certain Restated and Amended Loan and
Security Agreement dated December 27, 1995 as restated and amended by that
certain Amendment to Restated and Amended Loan and Security Agreement dated
August_, 1996, between Maker and Holder, as the same may be further amended,
modified or supplemented from time to time (the "Loan Agreement") or any
Document, as defined therein, (or so much thereof as may from time to time be
outstanding), together with interest thereon as hereinafter set forth, payable
in lawful money of the United States of America. Payments shall be made in
money of the United States of America. Payments shall be made in immediately
available funds to Holder at 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000 (or such other address as Holder may hereafter designate in
writing to Maker).
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This Note is executed and subject to the terms and conditions of the
Loan Agreement and any other Documents evidencing or securing the Loan and
executed in connection therewith and any modification, renewal and extension
thereof and evidences Advances of the Loan. All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement.
2. PRINCIPAL AND INTEREST.
So long as no Event of Default exists, interest shall accrue on the
principal balance hereof from time to time outstanding and Maker shall pay
interest thereon at a rate equal to a floating rate per annum equal to four and
three-quarters percent (4.75%) plus the Base Rate (the aggregate rate referred
to as the "INTEREST RATE"). "BASE RATE" shall mean the rate published each
business day in the Wall Street Journal for deposits maturing three (3) months
after issuance under the caption "Money Rates, London Interbank Offered Rates
(Libor)". The Interest Rate for each calendar month shall be fixed based upon
the Base Rate published prior to and in effect on the first (1st) business day
of such month. Interest shall be calculated based on a 360 day year and charged
for the actual number of days elapsed.
3. PAYMENT.
Commencing on the first day of August 1996, Maker shall pay interest
computed at the Interest Rate monthly in arrears on the first day of each
month. Interest shall be calculated based on a 360 day year and charged for the
actual number of days elapsed.
The Additional Loan shall be due and payable on or before August 1,
2003, or any earlier date on which the Loan shall be required to be paid in
full, whether by acceleration or otherwise (the "MATURITY DATE").
4. PREPAYMENT.
Maker may prepay the Loan in full at any time after the second year
from the date of this Note, provided Maker gives Holder at least thirty (30)
days prior written notice and pays to Holder a prepayment premium in an amount
equal to the corresponding percentage of principal prepaid:
Loan Year Percentage
--------- ----------
Third Three percent (3%)
Fourth Two percent (2%)
Fifth One percent (1%)
At any time after the Fifth Loan Year, Maker may prepay the Loan in
full at any time without premium. "LOAN YEAR" shall mean the period from the
date hereof through the last day of the same month in the following year and
thereafter each successive twelve (12) month period.
Notwithstanding the above provisions to the contrary, Borrower may
make partial prepayments of the Loan during the Borrowing Term (the
twenty-four(24) month period after the date of this Note) in minimum tranches
of $5,000,000, subject to the provisions of the immediately
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succeeding paragraph in the event Borrower does not maintain the Note balance
as stated in the paragraph immediately below.
During each twelve (12) month period of the Borrowing Term commencing
on the date of this Note during which Borrower does not maintain an average
outstanding balance of principal on this Note of at least $15,000,000, Borrower
will pay to Lender, on or before ten (10) days after notice given after the end
of each twelve (12) month period, an amount equal to two percent (2%) of the
difference between $15,000,000 and the average balance of the Loan during the
last concluded twelve (12) month period.
In the event Holder declares the Loan immediately due and payable at a
time when a prepayment premium would be due, such prepayment premium shall be
paid upon any tender of payment at any time or upon foreclosure of the
Collateral.
5. DEFAULT.
5.1 Events of Default. Any of the following shall constitute an
"EVENT OF DEFAULT" under this Note: (a) failure to pay any amounts owed
pursuant to this Note within five (5) days of the date written notice has been
sent to Maker after the due date; or (b) the occurrence of any default under
any of the other Documents, after giving effect to any applicable grace or cure
period.
5.2 Remedies. So long as an Event of Default remains outstanding:
(a) interest shall accrue at a rate equal to the Interest Rate plus four
percent (4%) per annum; (b) Holder may, at its option and without notice (such
notice being expressly waived), declare the Loan immediately due and payable;
and (c) Holder may pursue all rights and remedies available under this Note and
the other Documents. Holder's rights, remedies and powers, as provided in this
Note and the other Documents, are cumulative and concurrent, and may be pursued
singly, successively or together against Maker, any guarantor of the Loan, the
security described in the Documents, and any other security given at any time
to secure the payment hereof, all at the sole discretion of Holder.
Additionally, Holder may resort to every other right or remedy available at law
or in equity without first exhausting the rights and remedies contained herein,
all in Holder's sole discretion. Failure of Holder, for any period of time or
on more than one occasion, to exercise its option to accelerate the Maturity
Date shall not constitute a waiver of the right to exercise the same at any
time during the continued existence of any Event of Default or any subsequent
Event of Default.
If any attorney is engaged: (i) to collect the Loan or any sums due
under the Documents, whether or not legal proceedings are thereafter instituted
by Holder; (ii) to represent Holder in any bankruptcy, reorganization,
receivership or other proceedings affecting creditors' rights and involving a
claim under this Note; (iii) to protect the liens of the Security Documents or
any of the Documents; (iv) to represent Holder in any other proceedings
whatsoever in connection with the Security Documents or any of the Documents
including post judgment proceedings to enforce any judgment related to the
Security Documents; or (v) in connection with seeking an out-of-court workout
or settlement of any of the foregoing, then Maker shall pay to Holder all
costs, attorneys' fees and expenses in connection therewith, in addition to all
other amounts due hereunder.
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6. LATE CHARGE.
If payments of principal and/or interest, or any other amounts under
the other Documents are not timely made or remain overdue for a period of five
(5) days, Maker, without notice or demand by Holder, promptly shall pay an
amount ("LATE CHARGE") equal to four percent (4%) of each delinquent payment.
7. GOVERNING LAW; SEVERABILITY.
This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois. The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair the
validity, legality or enforceability of the remainder of this Note, and to this
end, the provisions of this Note are declared to be severable.
8. WAIVER.
Maker, for itself and all endorsers, guarantors and sureties of this
Note, and their heirs, successors and assigns, legal representatives, hereby
waives presentment for payment, demand, notice of nonpayment, notice of
dishonor, protest of any dishonor, notice of protest and protest of this Note,
and all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note, and agrees that their
respective liability shall be unconditional and without regard to the liability
of any other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Holder. Maker, for itself and all endorsers, guarantors and sureties of this
Note, and their heirs, legal representatives, successors and assigns, hereby
consents to every extension of time, renewal, waiver or modification that may
be granted by Holder with respect to the payment or other provisions of this
Note, and to the release of any makers, endorsers, guarantors or sureties, and
of any collateral given to secure the payment hereof, or any part hereof, with
or without substitution, and agrees that additional makers, endorsers,
guarantors or sureties may become parties hereto without notice to Maker or to
any endorser, guarantor or surety and without affecting the liability of any of
them.
9. SECURITY, APPLICATION OF PAYMENTS.
This Note is secured by the liens, encumbrances and obligations
created hereby and by the other Documents and the terms and provisions of the
other Documents are hereby incorporated herein. Payments will be applied, at
Holder's option, first to any fees, expenses or other costs Maker is obligated
to pay under this Note or the other Documents, second to interest due on the
Loan and third to the outstanding principal balance of the Loan.
10. MISCELLANEOUS.
10.1 Amendments. This Note may not be terminated or amended orally,
but only by a termination or amendment in writing signed by Holder.
10.2 Lawful Rate of Interest. In no event whatsoever shall the
amount of interest paid or agreed to be paid to Holder pursuant to this Note or
any of the Documents exceed the highest lawful rate of interest permissible
under applicable law. If, from any circumstances whatsoever,
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fulfillment of any provision of this Note and the other Documents shall involve
exceeding the lawful rate of interest which a court of competent jurisdiction
may deem applicable hereto ("EXCESS INTEREST"), then ipso facto, the obligation
to be fulfilled shall be reduced to the highest lawful rate of interest
permissible under such law and if, for any reason whatsoever, Holder shall
receive, as interest, an amount which would be deemed unlawful under such
applicable law, such interest shall be applied to the Loan (whether or not due
and payable), and not to the payment of interest, or refunded to Maker if such
Loan has been paid in full. Neither Maker nor any guarantor or endorser shall
have any action against Holder for any damages whatsoever arising out of the
payment or collection of any such Excess Interest.
10.3 Captions. The captions of the Paragraphs of this Note are for
convenience of reference only and shall not be deemed to modify, explain,
enlarge or restrict any of the provisions hereof.
10.4 Notices. Notices shall be given under this Note in conformity
with the terms and conditions of the Loan Agreement.
10.5 Joint and Several. The obligations of Maker under this Note
shall be joint and several obligations of Maker and of each Maker, if more than
one, and of each Maker's heirs, personal representatives, successors and
assigns.
10.6 Time of Essence. Time is of the essence of this Note and the
performance of each of the covenants and agreements contained herein.
11. SALE OF LOAN.
Holder, at any time and without the consent of Maker, may grant
participations in or sell, transfer, assign and convey all or any portion of
its right, title and interest in and to the Loan, this Note, the Mortgage and
the other Loan Documents, any guaranties given in connection with the Loan and
any collateral given to secure the Loan.
12. VENUE.
MAKER AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY,
INDIRECTLY OR OTHERWISE IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS
NOTE SHALL BE LITIGATED, AT HOLDER'S SOLE DISCRETION AND ELECTION, ONLY IN
COURTS HAVING A SITUS WITHIN THE COUNTY OF XXXX STATE OF ILLINOIS. MAKER HEREBY
CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT
LOCATED WITHIN SAID COUNTY AND STATE. MAKER HEREBY IRREVOCABLY APPOINTS AND
DESIGNATES C T CORPORATION SYSTEM, WHOSE ADDRESS IS MAKER, C/O C T CORPORATION
SYSTEM, 000 X. XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, AS ITS DULY AUTHORIZED
AGENT FOR SERVICE OF LEGAL PROCESS AND AGREES THAT SERVICE OF SUCH PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF PROCESS UPON MAKER PROVIDED
THAT A COPY OF SUCH PROCESS BE DELIVERED TO BORROWER PURSUANT TO THE PROVISIONS
OF SECTION 8.5 OF THE LOAN AND SECURITY AGREEMENT OF EVEN DATE HEREWITH. IN THE
EVENT SERVICE IS UNDELIVERABLE BECAUSE SUCH AGENT MOVES OR CEASES TO DO
BUSINESS IN CHICAGO, ILLINOIS, MAKER SHALL, WITHIN TEN (10) DAYS AFTER
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HOLDER'S REQUEST, APPOINT A SUBSTITUTE AGENT (IN CHICAGO, ILLINOIS) ON ITS
BEHALF AND WITHIN SUCH PERIOD NOTIFY HOLDER OF SUCH APPOINTMENT. IF SUCH
SUBSTITUTE AGENT IS NOT TIMELY APPOINTED, HOLDER SHALL, IN ITS SOLE DISCRETION,
HAVE THE RIGHT TO DESIGNATE A SUBSTITUTE AGENT UPON FIVE (5) DAYS NOTICE TO
MAKER. MAKER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE
VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY HOLDER ON THE LOAN DOCUMENTS IN
ACCORDANCE WITH THIS PARAGRAPH.
13. JURY TRIAL WAIVER.
MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT
IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY MAKER AND BY HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER HOLDER NOR ANY
PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO
INCLUDE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. MAKER AND HOLDER ACKNOWLEDGE THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT MAKER AND
HOLDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT
EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. MAKER AND HOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED
IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL.
IN WITNESS WHEREOF, Maker has executed this Note or has caused the
same to be executed by its duly authorized representatives as of the date set
first forth above.
MAKER:
SILVERLEAF VACATION CLUB, INC.
a Texas corporation
By:
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Xxxxxx Xxxx, President
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