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EXHIBIT 10.10
FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of December
28, 1995 (the "Amendment"), is by and between TEXTRON FINANCIAL CORPORATION, a
Delaware corporation (the "LENDER"), and SILVERLEAF VACATION CLUB, INC., a Texas
corporation (the "BORROWER"), formerly known as ASCENSION CAPITAL CORPORATION
(the "GUARANTOR"), successor to ASCENSION RESORTS, LTD., a Texas limited
partnership (the "ORIGINAL BORROWER"), by merger of EQUAL INVESTMENT COMPANY, a
Texas corporation, ASCENSION RESORTS, LTD. and ASCENSION CAPITAL CORPORATION.
W I T N E S S E T H:
WHEREAS, Lender, Original Borrower and Guarantor are parties to that
certain Loan and Security Agreement dated as of August 15, 1995 (the "LOAN AND
SECURITY AGREEMENT"), pursuant to which the Original Borrower executed its
Secured Promissory Note in favor of the Lender in the amount of $5,000,000.00,
as amended to date (the "NOTE");
WHEREAS, on December 28, 1995 Ascension Resorts, Ltd. was merged into
Ascension Capital Corporation, a Texas corporation ("ASCENSION"), and Ascension
was thereafter renamed Silverleaf Vacation Club, Inc. ("SILVERLEAF"); and
WHEREAS, Borrower has requested Lender to approve the merger of
Ascension Resorts, Ltd. into Ascension Capital Corporation and to agree to an
amendment of the Loan and Security Agreement to reflect the above-mentioned
merger and name change; and
WHEREAS, Lender, Borrower and Guarantor desire to amend the Loan and
Security Agreement in order to so provide;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to such terms in the Loan and Security
Agreement.
2. The Loan and Security Agreement is hereby amended by changing all
references to the Borrower therein from Ascension Resorts, Ltd., a Texas limited
partnership, to Silverleaf Vacation Club, Inc., a Texas corporation.
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3. The Loan and Security Agreement is hereby amended by changing all
references to the Guarantor therein from Ascension Capital Corporation, a Texas
corporation, to Silverleaf Vacation Club, Inc., a Texas corporation.
4. In order to satisfy the requirements of Section 6.6 of the Loan and
Security Agreement, Lender hereby approves the merger of Ascension Resorts,
Ltd. into Ascension Capital Corporation.
5. Borrower agrees to execute and deliver to Lender any and all
additional documentation as Lender may now or hereafter require in order to
effectuate the terms and conditions of this Amendment.
6. Except as herein expressly amended, the Loan and Security Agreement
is hereby ratified and affirmed in all respects.
7. This First Amendment to General Loan and Security Agreement shall
be effective as of December 28, 1995.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to General Loan and Security Agreement to be executed on its behalf as of the
day and year first written above.
Witnessed By:
TEXTRON FINANCIAL CORPORATION
/s/ XXXXX X. XXXXXX
------------------------ By /s/ XXXXXXX X. XXXXXXXXXX
--------------------------------
Xxxxxxx X. Xxxxxxxxxx
/s/ [ILLEGIBLE] Its: Vice President
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SILVERLEAF VACATION CLUB, INC.
/s/ XXXXXX X. XXXXXX
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By /s/ XXXXXX X. XXXX
--------------------------------
/s/ XXXXXX XXXXXXX Its: Chief Executive Officer
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STATE OF CONNECTICUT )
) ss: East Hartford
COUNTY OF HARTFORD )
At East Hartford in said County and State on this 12th day of January,
1996, personally appeared Xxxxxxx X. Xxxxxxxxxx, duly authorized Vice President
of Textron Financial Corporation, and he acknowledged the foregoing instrument
by him signed and sealed to be his free act and deed and the free act and deed
of Textron Financial Corporation.
Before me: /s/ XXXXXXXX X. XXXXX
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Notary Public in and for said State
My Commission Expires: 8/31/99
Commissioner of the Superior Court
XXXXXXXX X. XXXXX
NOTARY PUBLIC
MY COMMISSION EXPIRES AUG. 31, 0000
XXXXX XX XXXXX )
) ss:
COUNTY OF DALLAS )
At Dallas in said County and State on this 16th day of January, 1996,
personally appeared Xxxxxx X. Xxxx, duly authorized officer of SILVERLEAF
VACATION CLUB, INC., and he/she acknowledged the foregoing instrument by
him/her signed and sealed to be his/her free act and deed and the free act and
deed of Silverleaf Vacation Club, Inc., a Texas corporation, on behalf of the
corporation.
Before me: /s/ XXXXXX XXXXXXX
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Notary Public in and for said State
My Commission Expires:
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XXXXXX XXXXXXX
NOTARY PUBLIC
[SEAL] STATE OF TEXAS
COMM. EXP. 08/14/99
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