Fifth Amendment to Contract of Sale

EX-10.6 7 d19000exv10w6.txt FIFTH AMENDMENT TO CONTRACT OF SALE EXHIBIT. 10.6 FIFTH AMENDMENT TO CONTRACT OF SALE This Fifth Amendment to Contract of Sale is made and entered into as of the 21st day of October, 2004, by and between COOK, INC., a Florida corporation ("Seller"), and SILVERLEAF RESORTS, INC., a Texas corporation ("Purchaser"). WITNESSETH WHEREAS, on or about February 12, 2004, Seller and Purchaser entered into that certain Contract of Sale pursuant to which Seller agreed to sell and Purchaser agreed to purchase certain tracts of land containing approximately 5.3 acres, more or less, situated in Davenport, Polk County, Florida, being more particularly described in the Contract of Sale (the "Property"); and WHEREAS, on or about March 18, 2004, Seller and Purchaser entered into a certain First Amendment to Contract of Sale; and WHEREAS, on or about March 22, 2004, Seller and Purchaser entered into a certain Second Amendment to Contract of Sale; and WHEREAS, on or about April 27, 2004, Seller and Purchaser entered into a certain Third Amendment to Contract of Sale; and WHEREAS, on or about October 15, 2004, Seller and Purchaser entered into a certain Fourth Amendment to Contract of Sale (the Contract of Sale as amended is hereinafter referred to as the "Contract"); and WHEREAS, Seller and Purchaser desire to further amend the Contract in order to extend the deadline for closing the Contract and to otherwise modify the terms and conditions of the Contract as follows; 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 deadline for closing of the Contract, which is presently October 22, 2004, is hereby extended to November 1, 2004; provided, however, the effective date of closing, for purposes of: (a) all prorations, (b) the date of the Note to be executed and delivered by Purchaser to Seller at closing, and (c) the commencement of interest accrual on the Note, shall be October 22, 2004. 2. Notwithstanding the execution hereof by Seller and Purchaser, all rights and remedies of Seller and Purchaser under the Contract are hereby preserved including, without limitation, Purchaser's right to obtain a second extension of the deadline for closing as set forth in Article IX of the Contract, and the rights and obligations of the parties, if any, with respect to the agreements between Interval International and Seller. Except as specifically set forth above, all terms and conditions of the Contract shall remain in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Contract. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date and year first above written. SELLER: COOK, INC., a Florida corporation By: /S/ DANIEL P. BOSS --------------------------------------- Name: Daniel P. Boss Its: President PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ HARRY J. WHITE, JR. --------------------------------------- Name: Harry J. White, Jr. Its: CFO