FIRST SUPPLEMENT TO INDENTURE
FIRST
SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of December 22, 2006, by
and among SILVERLEAF FINANCE IV, LLC a Delaware limited liability company (the
“Issuer”),
UBS
REAL ESTATE SECURITIES INC., a Delaware corporation, as noteholder (the
“Noteholder”)
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
trustee (the “Trustee”).
Reference
is made to the Indenture, dated as of March 2, 2006, by and among the Issuer,
the Noteholder, and the Trustee, pursuant to which the Silverleaf Finance IV,
LLC Variable Funding Note (the “Note”) was issued and the Issuer pledged certain
Collateral to the Trustee to secure the payment of the Note (as supplemented
hereby, the "Indenture"). Capitalized terms used in this Supplement have the
meanings given such terms in the Indenture, as supplemented hereby, except
as
provided otherwise herein.
The
Issuer has requested that the Indenture be amended pursuant to Section 9.1(b)
thereof, as set forth below.
1. Amendments.
(a) The
cover
page of the Indenture is hereby amended to replace the reference to
“$100,000,000” with “$125,000,000”.
(b)
The Form
of Variable Funding Note attached to the Indenture as Exhibit A-1 is hereby
amended and replaced in its entirety with the Form of Amended and Restated
Variable Funding Note attached to this Supplement as Exhibit
A.
(c) The
Form
of Transferee Certificate attached to the Indenture as Exhibit B is hereby
amended and replaced in its entirety with the Form of Amended and Restated
Transferee Certificate attached to this Supplement as Exhibit
B.
2. Conditions
Precedent.
The
Issuer hereby states that the following conditions precedent to this Supplement
have been fulfilled pursuant to Section 9.1(b) of the Indenture:
(a) Issuer
Order.
An
Issuer
Order authorizing the Trustee to enter into this Supplement has been duly
executed by the Issuer and presented to the Trustee.
(b) Notice
to the Rating Agency.
Prior
written notice of this Supplement has been provided to the Rating Agency.
3. Effective
Date.
Pursuant to Section 9.4 of the Indenture, upon execution by the Issuer, the
Noteholder and the Trustee, this Supplement shall become effective and be a
part
of the Indenture for all purposes as though executed with the Indenture and
effective as of the date hereof.
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4. Reaffirmation
and Ratification of Existing Agreements, Etc.
The
Issuer: (i) reaffirms and ratifies all the obligations to the Trustee and the
Noteholder, in respect of the Indenture, as hereby amended, and the other Basic
Documents, and (ii) agrees that the Indenture, as amended hereby, and the other
Basic Documents shall remain in full force and effect, enforceable against
the
Issuer in accordance with their terms.
5. Miscellaneous.
(a) This
Supplement may be executed in any number of counterparts, each of which such
executed
shall be deemed to be an original, but all such counterparts shall together
constitute but one
and
the same instrument.
(b) This
Supplement 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.
(c) The
headings of the several sections of this Supplement are
for
convenience only and shall not affect the construction hereof.
(d) This
Supplement shall be deemed to be a Basic Document under the Indenture and the
other Basic Documents.
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IN
WITNESS WHEREOF, this Supplement has been duly executed and delivered as of
the
date first above written.
SILVERLEAF FINANCE IV, LLC | ||
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By: | /S/ XXXXX X. XXXXX, XX. | |
Title: | VP, Treasurer and Chief Financial Officer |
UBS REAL ESTATE SECURITIES INC., as Noteholder | ||
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By: | Mostafiz Shahmohammed | |
Title: | Executive Director | |
By: | Xxxxxxxx Xxxxxxxxxx | |
Title: | Director |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee | ||
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By: | /S/ XXX XXXXXX | |
Title: | Assistant Vice President |
List
of
Exhibits to Agreement not Filed Herewith:
Ex.
A—Form of Amended and Restated Variable Funding Note
Ex.
B—Form of Amended and Restated Transferee Certificate
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