AMENDMENT NO. 2
TO LOAN AND SECURITY AGREEMENT
Amendment No. 2 dated October 16, 2000 to Loan and Security Agreement dated September 30, 1999 among
Sovereign Bank, as agent ("Agent"), Sovereign Bank ("Sovereign"), Liberty Bank ("Liberty") and Silverleaf
Resorts, Inc. ("Silverleaf").
Agent, Sovereign, Liberty and Silverleaf entered into a Loan and Security Agreement dated September 30,
1999, as amended by Amendment No. 1 dated August 18, 2000 (the "Loan and Security Agreement").
Borrower has requested that the Lenders increase the amount of the Total Commitment and make other
amendments to the Loan and Security Agreement, and the Lenders have agreed on the terms and conditions set
IT IS THEREFORE AGREED AS FOLLOWS:
1. Capitalized terms used herein shall have the meanings provided in the Loan and Security Agreement unless
otherwise defined herein.
2. Simultaneously with the execution of this Agreement, Borrower is executing and delivering to Liberty a
Promissory Note in the original principal amount of $20,000,000 (the "$20,000,000 Liberty Note"). The
$20,000,000 Liberty Note shall be issued in substitution for the $15,000,000 Liberty Note.
3. Simultaneously with the execution of this Agreement, Borrower and Sovereign are executing a Promissory
Note Modification Agreement (the "Sovereign Note Modification Agreement").
4. The term "Notes" shall include the $25,000,000 Sovereign Note, as modified by the Sovereign Note
Modification Agreement, and the $20,000,000 Liberty Note, and all references in the Loan and Security
Agreement and other Loan Documents to the Notes and all security for the Notes shall be deemed references to
and security for the $25,000,000 Sovereign Note, as modified by the Sovereign Note Modification Agreement,
and the $20,000,000 Liberty Note.
5. The Term "Total Commitment" shall mean the aggregate of each Lender's Individual Commitments, which shall
6. Schedule 1 to the Loan and