Rhode Island 02903
Mr. John T. Baer
is hereby made to the revolving credit facility (the "Credit Facility")
established pursuant to a certain Second Amended and Restated Revolving Credit
Agreement dated as of July 30, 2004, as amended from time to time (as so
amended, the "Credit Agreement"), among Silverleaf Resorts, Inc. (the
"Borrower"), Sovereign Bank, as agent (in such capacity, the "Agent"), and
Sovereign Bank and the other lenders party thereto (the "Lenders"). Capitalized
terms used herein without definition have the meanings specified therefor
letter will confirm that the Borrower has requested that the Credit Facility
terminated, and the Agent and the Lenders have agreed to permit such
termination, on the following terms and conditions:
Immediately upon the occurrence of the Termination Effective Date (as hereafter
defined), and provided that the Termination Effective Date has occurred by
p.m., Eastern Time, on December 30, 2005, the Agent and the Borrower agree
(a) the Credit Facility and the Commitments shall automatically and without
for further documentation be terminated in their entirety, (b) the Borrower
shall no longer request, and the Lenders shall no longer advance, any Loans
other amounts under the Credit Agreement or any other Loan Documents, and
the Agent promptly shall (i) return to the Borrower any items of Collateral
its possession or in the possession of its custodian, (ii) cause each Lender
return the original Notes marked "PAID" (or words to a similar effect) to
Borrower, and (iii) execute and/or authorize to be filed and/or recorded
instruments necessary to evidence the termination of all interests of the
and the Lenders in any Collateral, to the extent securing the Obligations,
at the Borrower's sole cost and expense. Notwithstanding the foregoing, any
Obligations of the Borrower under any Loan Document which by their terms
survive the termination of,
River Bend Drive • Suite 120 • Dallas, Texas 75247 • 214-631-1166 • Fax
payment of outstanding amounts under, the Credit Facility, including, without
limitation, indemnification and reinstatement obligations, shall survive
termination of the Credit Facility pursuant to this letter agreement, and
such obligation is hereby reaffirmed.
The Agent's and the Lenders' agreement to accept the termination of the Credit
Facility by the Borrower as provided herein is subject to the satisfaction
the Borrower of all of the following conditions (with the time and date as
which all such conditions are timely satisfied or have been waived by the
in writing, in its sole discretion, being referred to herein as the "Termination
The payment to the Agent, for the account of the Lenders, as applicable,
immediately available, lawful U.S. funds of any outstanding principal, accrued
and unpaid interest, and any outstanding fees and expenses provided for under
the Credit Agreement.
Prompt payment to Riemer & Braunstein LLP of legal fees and costs relating
to the Credit Facility, including in connection with the termination of the
Credit Facility as provided herein.
The Agent shall have received any required consent from any participant in
From the date hereof to and including the Termination Effective Date, the
Borrower shall not have requested any Loans.
The Borrower hereby absolutely and unconditionally releases, remises, and
forever discharges the Agent, the Lenders, and their affiliates, directors,
officers, employees, agents, attorneys, and successors and assigns from any
all claims which the Borrower now has or ever had in any way arising under
relating to the Credit Facility or any transactions thereunder. The foregoing
release shall be deemed restated and reaffirmed in its entirety as of the
Termination Effective Date.
This letter agreement may be executed in multiple counterparts, which, taken
together, shall constitute one single agreement. Delivery of an executed
counterpart of this letter agreement by telecopier or e-mail shall be equally
effective as delivery of a manually executed counterpart of this letter
Time is of the essence.
are in agreement with the foregoing, please execute the enclosed copy of
letter agreement where indicated and return it to the undersigned.
HARRY J. WHITE, JR.
Harry J. White, Jr.
Chief Financial Officer
and agreed this 16th day of