Ex. 10.5
SECOND AMENDMENT TO CONTRACT OF SALE
This Second Amendment to Contract of Sale is made and entered into as of the 17th day of March, 2004, by
and between FO SKI RESORTS, LLC ("FOSR"), a Massachusetts limited liability company, and BRODIE
MOUNTAIN RESORTS, INC. ("BMR"), a Massachusetts business corporation (FOSR and BMR are herein
referred to collectively as "Seller"), and SILVERLEAF RESORTS, INC., a Texas corporation ("Purchaser").
W I T N E S S E T H
WHEREAS, on December 24, 2002, Seller and Purchaser entered into that certain Contract of Sale pursuant to
which Seller agreed to sell and Purchaser agreed to purchase that certain tract of land containing approximately
500 acres, more or less, located on Route 7 in New Ashford, Berkshire County, Massachusetts, being more
particularly described in the Contract (the "Property"); and
WHEREAS, pursuant to a First Amendment to Contract of Sale dated April 3, 2003, Seller and Purchaser
agreed on certain modifications in the terms and conditions of the Contract (hereinafter the Contract as modified
is referred to as the "Contract"); and
WHEREAS, Seller and Purchaser desire to modify the terms and conditions of the Contract pertaining to the
manner of payment of the purchase price in certain respects;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good
and valuable consideration, the receipt, accuracy and sufficiency of which is hereby acknowledged, Seller and
Purchaser hereby agree as follows:
1. Notwithstanding anything to the contrary contained in the Contract, Seller and Purchaser hereby agree that the
purchase price for the Subject Property which is set forth in Article II of the Contract and which remains the sum
of $2,600,000.00 shall be payable in the following manner:
(a) $900,000.00 of the total purchase price payable for the Subject Property shall be payable in cash at the
closing; the $200,000.00 in earnest money which has already been delivered by Purchaser to Seller pu