0000950134-05-006581 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN, SECURITY AND AGENCY AGREEMENT (TRANCHE B)
Security and Agency Agreement • March 31st, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Rhode Island

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN, SECURITY AND AGENCY AGREEMENT (TRANCHE B) dated as of February 28, 2005 (the “Second Amendment”), is entered into by and among SILVERLEAF RESORTS, INC., a Texas corporation (the “Borrower”), the parties, including TEXTRON FINANCIAL CORPORATION (“TFC”), a Delaware corporation, which execute and deliver this Agreement in their respective capacities as lenders hereunder (collectively, the “Lenders” and each, individually, a “Lender”), and TEXTRON FINANCIAL CORPORATION as facility agent and collateral agent (the “Agent”).

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AMENDMENT NO. 1 Dated as of March 28, 2005 to LOAN AND SECURITY AGREEMENT Dated as of December 19, 2003
Loan and Security Agreement • March 31st, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • New York

THIS AMENDMENT NO. 1 to LOAN AND SECURITY AGREEMENT is entered into as of March 28, 2005 between SILVERLEAF FINANCE II, INC., a Delaware corporation (“SPV”), and TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“TFC”). Capitalized terms used herein and not defined herein having the meaning ascribed thereto in Schedule I to the Loan and Security Agreement, dated as of December 19, 2003 (as may be amended, restated, supplemented or otherwise modified from time to time, the “SPV Loan Agreement”), between SPV and TFC.

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (Inventory Loan)
Loan and Security Agreement • March 31st, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Rhode Island

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of February 28, 2005, (the “First Amendment”) entered into by SILVERLEAF RESORTS, INC., a Texas corporation, (as “Borrower”), and TEXTRON FINANCIAL CORPORATION, a Delaware corporation as (“Lender”).

AMENDMENT NO. 1 Dated as of March 28, 2005 to DEVELOPER TRANSFER AGREEMENT Dated as of December 19, 2003
Developer Transfer Agreement • March 31st, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • New York

THIS AMENDMENT NO. 1 to DEVELOPER TRANSFER AGREEMENT is entered into as of March 28, 2005 between Silverleaf Resorts, Inc. (the “Company”), a Texas corporation, and Silverleaf Finance II, Inc., a Delaware corporation (“SPV”). Capitalized terms used herein and not defined herein have the meaning ascribed thereto in Schedule I to the Loan and Security Agreement, dated as of December 19, 2003 (as may be amended, restated, supplemented or otherwise modified from time to time, the “SPV Loan Agreement”), between SPV and Textron Financial Corporation (“TFC”).

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN, SECURITY AND AGENCY AGREEMENT (TRANCHE A)
Security and Agency Agreement • March 31st, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Rhode Island

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN, SECURITY AND AGENCY AGREEMENT (TRANCHE A) dated as of February 28, 2005 (the “Second Amendment”), is entered into by and among SILVERLEAF RESORTS, INC., a Texas corporation (the “Borrower”), the parties, including TEXTRON FINANCIAL CORPORATION (“TFC”), a Delaware corporation, which execute and deliver this Agreement in their respective capacities as lenders hereunder (collectively, the “Lenders” and each, individually, a “Lender”), and TEXTRON FINANCIAL CORPORATION as facility agent and collateral agent (the “Agent”).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (TRANCHE C)
Loan and Security Agreement • March 31st, 2005 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Rhode Island

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (TRANCHE C) dated as of February 28, 2005 (the “Third Amendment”), is entered into by and among SILVERLEAF RESORTS, INC., a Texas corporation (the “Borrower”), the parties, including TEXTRON FINANCIAL CORPORATION (“TFC”), a Delaware corporation, which execute and deliver this Agreement in their respective capacities as lenders hereunder (collectively, the “Lenders” and each, individually, a “Lender”), and TEXTRON FINANCIAL CORPORATION as facility agent and collateral agent (the “Agent”).

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