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Exhibit 10.45
March 16, 1998
Mr. Xxxxxx Xxxx
Silverleaf Resorts, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: $10,000,000 Construction Loan (the "Loan") from Xxxxxx Financial, Inc.
("Xxxxxx") to Silverleaf Resorts, Inc. ("Borrower"), dated October
31, 1997.
Gentlemen:
Reference is made to that certain Construction Loan Agreement dated
October 31, 1997 (the "Loan Agreement") between Silverleaf Resorts, Inc.
("Borrower") and Xxxxxx Financial, Inc. ("Lender"). All capitalized terms used
herein shall have the meanings ascribed to them in the Loan Agreement unless
otherwise defined in this commitment letter ("Commitment Letter").
We are pleased to advise you that Lender has approved a $5,000,000
increase to the existing $10,000,000 Construction Loan (referred hereafter as
the "Modified Loan"), to be made to Borrower upon the terms and subject to the
conditions set forth in the existing Loan Agreement dated October 31, 1997.
The additional $5,000,000 in availability will be reserved under the Modified
Loan to finance new unit construction at the Borrower's proposed 2.1 acre Las
Vegas timeshare project located at the corner of Xxxxx Xxxx and Xxxxxx Avenue.
Lender's obligation to make the Loan is conditioned upon satisfaction of the
matters set forth below to the satisfaction of Lender.
1. There shall have been no material adverse change since October 31,
1997 in the business affairs, assets, or financial condition of
Borrower.
2. There shall be no litigation or proceeding pending, or to the best of
Borrower's knowledge, threatened, which if decided adversely would
materially and adversely affect either (a) the business affairs,
assets, or financial condition of Borrower or (b) the prospects for
repayment of the Loan.
3. No Event of Default under the existing Loan Agreement shall have
occurred and be continuing, and Borrower shall have fulfilled all of
the other terms and conditions of the existing Loan Agreement and this
Commitment Letter.
4. The proposed Las Vegas project will be subject to the same due
diligence and funding requirements as for all other Silverleaf
resorts, as stated in the Loan Agreement dated October 31, 1997.
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5. Payment of $50,000 commitment fee in immediately available funds
payable upon acceptance of this commitment.
Borrower acknowledges and agrees that:
1. All findings and results of Lender's independent consultants, and all
other information and reports delivered to and/or compiled by and/or
prepared by Lender, are for the exclusive benefit of Lender and may
not be relied upon by Borrower or any other party.
2. Borrower may not assign this Commitment Letter to any third party.
3. Time is of the essence of this Commitment Letter.
4. The terms and conditions of this Commitment Letter supersede all prior
discussions, negotiations and agreements between Lender and Borrower.
This Commitment Letter may be modified only in writing duly executed
by both parties. There are no third-party beneficiaries to this
Commitment Letter.
This Commitment Letter shall not constitute a binding agreement unless
Borrower executes and returns the enclosed duplicate original counterpart
hereof without any modifications thereto not later than March 23, 1998. If not
accepted and returned on or prior thereto, this Commitment Letter shall
automatically be null and void.
This Commitment shall terminate on April 30, 1999 regardless of
whether or not Lender has disbursed any of the additional $5,000,000 for the
Las Vegas project.
Very truly yours,
XXXXXX FINANCIAL, INC.
By: /s/ ILLEGIBLE
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Its: Vice President
The terms of the foregoing Commitment Letter, are hereby accepted and agreed to
this 18 day of March, 1998.
BORROWER:
SILVERLEAF RESORTS, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Its: President
