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EXHIBIT 10.44
AMENDMENT TO CONTRACT OF SALE
THIS AMENDMENT TO CONTRACT OF SALE (this "Amendment") is made and
entered into effective as of the 13th day of February, 1998, by and between
CROWN RESORT CO. LLC, a Delaware limited liability company ("Crown"), XXXXXXX
X. XXXXXXX and XXXXXX X. XXXXXX (Messrs. Xxxxxxx and Xxxxxx are sometimes
hereinafter referred to as the "Members") (Crown and the Members are sometimes
hereinafter collectively referred to as "Seller"), and SILVERLEAF RESORTS,
INC., a Texas corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, on January 12, 1998, Seller and Purchaser entered into that
certain Contract of Sale pursuant to which Seller agreed to sell and Purchaser
agreed to purchase and pay for certain property of Seller more particularly
described therein (the "Subject Property") (herein the Contract is referred to
as the "Contract"); and
WHEREAS, Seller and Purchaser desire to amend the Contract;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt,
accuracy and sufficiency of which is hereby acknowledged, Seller and Purchaser
hereby agree as follows:
1. Notwithstanding anything to the contrary contained in the
Contract, and in particular anything to the contrary contained in Article II of
the Contract, Seller and Purchaser hereby agree that, instead of being payable
all in cash at the closing, the purchase price for the Subject Property shall
be payable in the following manner:
(a) Not less than $2,250,000.00 of the total purchase
price of $3,750,000.00 shall be payable in cash at the closing; in
addition, for each of the management agreements ("Management
Agreements") being assigned by Seller to Purchaser at closing which,
on or before the date of closing, is amended in the manner and to the
extent required in the Schedule attached hereto and made a part hereof
for all purposes, then the portion of the purchase price payable in
cash shall be increased by the amount set forth next to the applicable
Management Agreement in Column E of the Schedule;
(b) The balance of the purchase price shall be paid by
Purchaser's execution and delivery at the closing of a promissory note
(the "Note") payable to Seller in an amount equal to the total
purchase price payable by Purchaser for the Subject Property less that
portion of the total purchase price which is paid in cash at closing
as set forth in subparagraph (a) hereinabove. The Note shall provide
and be secured as follows:
(i) The Note shall bear interest at the rate of
eight percent (8%) per annum;
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(ii) The principal balance of the Note shall be
payable in thirty-six (36) successive monthly installments,
the first of such installments to be due and payable on the
first (1st) day of the first (1st) full month next succeeding
the month in which the Note is executed, and a like
installment to be due and payable on the same day of each
month thereafter through and including the first (1st) day of
the thirty-sixth (36th) month following the month in which
the Note is executed; the first thirty-five (35) of such
monthly installments of principal shall each be equal in
amount to one-thirty-sixth (1/36th) of the original face
amount of the Note and the thirty-sixth (36th) and final such
installment shall be in the amount of the then remaining
unpaid principal balance of the Note. Interest, computed on
the unpaid principal balance of the Note, shall be due and
payable in monthly installments as it accrues, the first (1st)
of such installments to be due and payable on the first (1st)
day of the first full month next succeeding the month in which
the Note is executed, and a like installment of interest to be
due and payable regularly and monthly thereafter until
maturity of the Note when all then accrued but unpaid interest
on the outstanding principal balance of the Note shall be
finally due and payable;
(iii) The Note shall provide that, in the event that
any one or more of the Management Agreements which prior to
closing is not modified in the manner and to the extent
required in the Schedule attached hereto is subsequent to
closing terminated for any reason other than for cause while
all or any portion of the Note remains unpaid, then the
outstanding principal balance of the Note shall be
automatically reduced by the remaining balance of the amount
assigned to the terminated Management Agreement in Column E of
the Schedule (such remaining balance to be determined by
subtracting from the assigned amount the result obtained by
multiplying one-thirty-sixth (1/36th) of the assigned amount
by the number of full months that have passed from and after
the date of execution of the Note; if there is a reduction in
the principal balance of the Note as a result of a
cancellation of a Management Agreement, then the principal
portion of the monthly installments payable on the Note from
and after the termination of the Management Agreement shall be
recomputed by dividing the then remaining outstanding
principal balance of the Note by the number of months still
remaining in the term of the Note; the Note shall further
provide that if, at any time after the date of closing, Seller
obtains an amendment of one of the Management Agreements
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which satisfies the requirements of the Schedule, then
Purchaser shall, within ten (10) days from the date of receipt
of such amendment, make a prepayment of principal on the Note
in the amount of the remaining balance (computed as provided
hereinabove) of the amount assigned to such Management
Agreement in Column E of the Schedule, and thereafter the
principal portion of the monthly installments payable on the
Note shall be recomputed as provided hereinabove;
(iv) The Note shall further provide that it may be
prepaid at any time, in whole or in part, without premium or
penalty;
(v) The Note shall be secured by a collateral
assignment of the Management Agreements to be executed in
Seller's favor at the closing;
(vi) The Note shall provide that upon the occurrence
of a default thereunder, Seller must provide Purchaser with
written notice thereof and permit Purchaser to have ten (10)
days from the date of the notice within which to cure the same
before exercising any of Seller's remedies thereunder;
(vii) Both the Note and the collateral assignment of
Management Agreements shall otherwise be in form and substance
satisfactory to counsel for Seller and Purchaser.
2. Seller and Purchaser further agree that the conveyance by
Seller to Purchaser pursuant to the Contract shall include a conveyance of all
of Seller's right, title and interest in and to the name "Crown Resort" or
"Crown"; provided, however, that Seller shall retain the right to keep the
entity now known as "Crown Resorts Co. LLC" in existence as long as such entity
is not actively conducting business from and after the date of closing under
the Contract.
3. Seller and Purchaser further agree that the Employment
Agreements which are to be executed by and between Members and Purchaser at
closing will contain a provision wherein each Member agrees that neither such
Member nor any person or entity affiliated with such Member shall ever solicit
or enter into any management agreement with any of the timeshare associations
which are presently being managed by Crown pursuant to the Management
Agreements which will be assigned to Purchaser pursuant to the terms and
conditions of the Contract.
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4. Purchaser hereby acknowledges that Seller has complied with
Seller's obligations under Article IV of the Contract, and Seller and Purchaser
hereby acknowledge and agree that the Inspection Period described in Article V
of the Contract will expire on March 13, 1998.
5. Except as specifically set forth above, all terms and
conditions of the Contract shall remain in full force and effect. All
capitalized terms not otherwise defined herein shall have the meaning given to
such terms in the Contract.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.
SELLER:
CROWN RESORT CO. LLC, a Delaware limited
liability company
By: /s/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
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Its: Member
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/s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
PURCHASER:
SILVERLEAF RESORTS, INC., a Texas corporation
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Chief Executive Officer
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AMENDMENT TO CONTRACT OF SALE SCHEDULE
A B C D E F G
Resort Association # Owners % of Total X $1,500,000
------ ----------- -------- ---------- ---------- ----- -----
Alpine Bay AL Capricorn Complex 932 3.37% 50,540
Dogwood Hills 825 2.98% 44,738
The Pines 745 2.69% 40,400
Beech Mountain PA Quail Hollow 2,459 8.89% 133,347 X X
Foxwood Hills SC Kinston Manor 4,221 15.26% 228,896 X
Villas of Foxwood 645 2.33% 34,977 X X
Hickory Hills MS Hickory Hills 3,652 13.20% 198,041 X
Lake Royale NC Carriage Manor 451 1.63% 24,457
Lake Tansi TN Hiawatha Manor East 2,420 8.75% 131,232 X
Hiawatha Manor West 3,316 11.99% 179,820 X
Treasure Lake PA Silverwoods 3,610 13.05% 195,763 X
Wolf Run 3,006 10.87% 163,009 X
Westwind Manor TX Westwind Manor 1,379 4.99% 74,780
------ ------ ----------
Total 27,661 100.00% $1,500,000
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Notes:
1. An X in column F indicates that paragraph 24 of the applicable management
agreement must be amended to read as follows, and any other language
presently in such paragraph must be deleted:
Failure of the Management Firm to substantially perform its duties and
obligations under this Agreement for a continuous period of thirty
(30) days after written notice of default from the Association
specifying the default complained of shall be grounds for the said
Association's cancellation of this agreement.
2. An X in column G indicates that the management agreement must be amended so
that the term thereof is extended at least three (3) years beyond the date
of close
3. An X in both columns F and G indicates that both of the above amendments
are required.
4. An X in neither column indicates that no amendment is required.
