FIRST AMENDMENT TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
Ex.
10.2
FIRST
AMENDMENT TO
AMENDED
AND RESTATED SALE AND SERVICING AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this
“Amendment”) dated as of September 12, 2007, by and among SILVERLEAF FINANCE IV,
LLC a Delaware limited liability company, as purchaser (the “Purchaser”),
SILVERLEAF RESORTS, INC., a Texas corporation, as seller and servicer (the
“Seller”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”), Backup Servicer and Account
Intermediary .
WHEREAS,
the parties hereto have
entered into the Amended and Restated Sale and Servicing Agreement, dated
as of
December 22, 2006, by and among the Purchaser, the Seller, and the Trustee
(as
amended, the “Agreement”). Capitalized terms used in this Amendment
have the meanings given such terms in the Agreement, except as provided
otherwise herein; and
WHEREAS,
Section 11.1 of the
Agreement permits the Agreement to be amended from time to time pursuant
to the
conditions set forth therein.
NOW
THEREFORE, in consideration of
the above premises and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as
follows:
1. Amendments.
(a)
Section 3.1(a)(ii) of the Agreement is hereby deleted and replaced in its
entirety by the following:
“(ii)
Additional Receivables Characteristics. As of the related Funding Date,
as
applicable:
(A)
after
the pledge of each Related Receivable pursuant to the Indenture, the Net
Spread
shall not be less than 5.0%;
(B)
after
the pledge of each Related Receivable pursuant to the Indenture, the weighted
average Timeshare Loan Rate of all the Eligible Timeshare Loans shall be
no less
than 15% and the weighted average original term to maturity of all the
Eligible
Timeshare Loans shall not exceed 108 months;
(C)
after
the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
Principal Balance of Eligible Timeshare Loans with a related Obligor having
a
FICO score of greater than or equal to 500 and less than 600 as of
the
date
of
origination of such Timeshare Loan shall not exceed 20% of the Aggregate
Principal Balance of all Eligible Receivables;
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(D)
after
the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
Principal Balance of Eligible Timeshare Loans with a related Obligor having
a
FICO score of greater than or equal to 500 and less than 625 as of the
date of
origination of such Timeshare Loan shall not exceed 35% of the Aggregate
Principal Balance of all Eligible Receivables;
(E)
after
the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
Principal Balance of Eligible Timeshare Loans with a related Obligor having
a
FICO score of greater than or equal to 500 and less than 650 as of the
date of
origination of such Timeshare Loan shall not exceed 50% of the Aggregate
Principal Balance of all Eligible Receivables;
(F)
after
the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
Principal Balance of Eligible Timeshare Loans with a related Obligor having
a
FICO score of greater than or equal to 500 and less than 675 as of the
date of
origination of such Timeshare Loan shall not exceed 65% of the Aggregate
Principal Balance of all Eligible Receivables; and
(G)
after
the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
Principal Balance of Eligible Timeshare Loans with a related Obligor having
a
FICO score of greater than or equal to 500 and less than 700 as of the
date of
origination of such Timeshare Loan shall not exceed 75% of the Aggregate
Principal Balance of all Eligible Receivables.”
(b) Section
3.1(a)(xxvii) of the Agreement is hereby amended by replacing the dollar
amount
appearing therein with the dollar amount “$15,000,000”.
(c) Section
4.12 of the Agreement is hereby amended by deleting the phrase “Final Scheduled
Settlement Date” in the first sentence thereof and inserting the phrase “Rated
Final Settlement Date” in lieu thereof.
(d) Section
11.11 of the Agreement is hereby amended by deleting the phrase “Final Scheduled
Settlement Date” in the first sentence thereof and inserting the phrase “Rated
Final Settlement Date” in lieu thereof.
(e) Section
11.1 of the Agreement is hereby amended by inserting the following after
clause
(e) thereof:
“(f)
The Servicer shall, at least two
(2) calendar days prior to such modification, provide notice to Xxxxx’x and
Standard & Poor’s Rating Service, a division of XxXxxx-Xxxx Companies, Inc.
(“S&P”), upon any material modification to the Hedge Agreement, including
but not limited to, any change in the notional amount thereof. Such
notice shall be sent to Xxxxx’x and S&P at the
addresses provided in Section 11.3(g) or by e-mail at xxxxxxxxxxxxxxx@xxxxxx.xxx
and xxx_xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx”
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(f) Section 11.3 of the Agreement is hereby amended by inserting the following
after clause (f) thereof:
“(g)
in the case of S&P, to
Standard & Poor’s Rating Service, a division of XxXxxx-Xxxx Companies, Inc.,
00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Asset-Backed Surveillance
Group.”
(g) Exhibit
J to the Agreement is hereby amended by deleting the phrase “$125,000,000
Variable Funding Note” in the “Attention” line thereof and inserting the phrase
“$150,000,000 Variable Funding Note” in lieu thereof.
(h) Exhibit
L to the Agreement is hereby amended by deleting the phrase “$125,000,000
Variable Funding Note” in the “Reference (Re:)” line thereof and inserting the
phrase “$150,000,000 Variable Funding Note” in lieu thereof.
(i) The
definition of “Final Scheduled Settlement Date” in Annex A is hereby amended by
replacing the date appearing therein with the date “September 12,
2011”.
(j) The
definition of “Maximum Invested Amount” in Annex A is hereby amended by
replacing the dollar amount appearing therein with the dollar amount
“$150,000,000”.
(k) The
definition of “Overconcentration Amount” in Annex A is hereby amended by
deleting in their entirety clauses (ix) and (x) thereof and adding the
following
after clause (viii) thereof:
“(ix)
the
amount by which the sum of the Aggregate Principal Balance of all Non-Titled
Loans exceeds $15,000,000;
(x)
the
amount by which the sum of the Aggregate Principal Balance of all Eligible
Receivables relating to Timeshare Loans with a related Obligor having a
FICO
score of greater than or equal to 500 and less than 600 as of the date
of
origination of such Timeshare Loan exceeds, in the aggregate, 20% of the
Aggregate Principal Balance of all Eligible Receivables at such
time;
(xi)
the
amount by which the sum of the Aggregate Principal Balance of all Eligible
Receivables relating to Timeshare Loans with a related Obligor having a
FICO
score of greater than or equal to 500 and less than 625 as of the date
of
origination of such Timeshare Loan exceeds, in the aggregate, 35% of the
Aggregate Principal Balance of all Eligible Receivables at such
time;
(xii)
the
amount by which the sum of the Aggregate Principal Balance of all Eligible
Receivables relating to Timeshare Loans with a related Obligor having a
FICO
score of greater than or equal to 500 and less than 650 as of the date
of
origination of such Timeshare Loan exceeds, in the aggregate, 50% of the
Aggregate Principal Balance of all Eligible Receivables at such
time;
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(xiii)
the amount by which the sum of the Aggregate Principal Balance of all Eligible
Receivables relating to Timeshare Loans with a related Obligor having a
FICO
score of greater than or equal to 500 and less than 675 as of the date
of
origination of such Timeshare Loan exceeds, in the aggregate, 65% of the
Aggregate Principal Balance of all Eligible Receivables at such time;
and
(xiv)
the
amount by which the sum of the Aggregate Principal Balance of all Eligible
Receivables relating to Timeshare Loans with a related Obligor having a
FICO
score of greater than or equal to 500 and less than 700 as of the date
of
origination of such Timeshare Loan exceeds, in the aggregate, 75% of the
Aggregate Principal Balance of all Eligible Receivables at such
time.”
(l) The
following definition is hereby added to Annex A, after the definition of
“Qualified Substituted Timeshare Loan”:
““Rated
Final Settlement Date” means, the Settlement Date occurring 12 months after
the maturity date of the latest maturing Timeshare Loan, as of the Scheduled
Maturity Date.”
(m) The
definition of “Scheduled Maturity Date” in Annex A is hereby replaced in its
entirety by the following:
“Scheduled
Maturity Date” means September 12, 2009, or such later date as the Note
Purchaser, the Issuer and Silverleaf have agreed upon in writing prior
to
September 12, 2009, but no later than September 12, 2011.
(n) The
definition of “Funding Termination Event” in Annex A is hereby amended by adding
the following after clause (vi) thereof:
“;
and (vii) failure, on or prior to
November 12, 2007, to extend the term of the Management Agreement to at
least
the Rated Final Settlement Date.
2. Miscellaneous.
(a) This
Amendment 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
Amendment 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.
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(c) The
headings of the several sections of this Amendment are for convenience
only and
shall not affect the construction hereof.
(d) This
Amendment shall be deemed to be a Basic Document under the Indenture and
the
other Basic Documents.
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IN
WITNESS WHEREOF, this Amendment 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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SILVERLEAF
RESORTS, INC.
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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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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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