0001140361-08-006462 Sample Contracts

FOURTH AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS FOURTH AMENDMENT TO CONTRACT OF SALE (“Fourth Amendment”) is dated effective this 26th day of April, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).

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CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Colorado

This Contract may not be modified or amended, except by an agreement in writing signed by the Seller and the Purchaser. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions and obligations.

THIRD AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS THIRD AMENDMENT TO CONTRACT OF SALE (“Third Amendment”) is dated effective this 15th day of March, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).

FIFTH AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS FIFTH AMENDMENT TO CONTRACT OF SALE (“Fifth Amendment”) is dated effective this 10th day of May, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).

TENTH AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS TENTH AMENDMENT TO MANAGEMENT AGREEMENT (the "Tenth Amendment") is entered into as of this 6th day of September, 2007, by and between Silverleaf Club, a Texas non-profit corporation, f/k/a Master Club, f/k/a Master Endless Escape Club (“Silverleaf Club”), and Silverleaf Resorts, Inc., a Texas corporation, f/k/a Silverleaf Vacation Club, Inc, f/k/a Ascension Capital Corporation, successor by merger to Ascension Resorts, Ltd ("Manager").

SECOND AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS SECOND AMENDMENT TO CONTRACT OF SALE (“Second Amendment”) is dated effective this 23rd day of February, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).

AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS AMENDMENT TO CONTRACT OF SALE (“Amendment”) is dated effective this 26th day of June, 2006 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).

Silverleaf Resorts, Inc. Dallas, TX 75221
Loan and Security Agreement • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

Pursuant to discussions between us, you have requested and the undersigned, Silverleaf Resorts, Inc., has agreed to modify the Loan and Security Agreement dated as of September 28, 2007 and evidencing the financial accommodation above-described, effective as of the date hereof in the following respects:

SIXTH AMENDMENT TO CONTRACT OF SALE
Contract of Sale • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS SIXTH AMENDMENT TO CONTRACT OF SALE (“Sixth Amendment”) is dated effective this 6th day of September, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).

AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTS
Loan and Security Agreement • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTS dated as of October 31, 2007 (the “Amendment”), is by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (the “Lender”), and SILVERLEAF RESORTS, INC. (formerly known as SILVERLEAF VACATION CLUB, INC.), a Texas corporation (the “Borrower”).

GROUP RCI RESORT AFFILIATION AND OWNERS ASSOCIATION AGREEMENT
Resort Affiliation and Owners Association Agreement • March 12th, 2008 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

This RESORT AFFILIATION AND OWNERS ASSOCIATION AGREEMENT ("Agreement") is made and entered into, effective the 18th day of October 2007, (the "Effective Date") by and among RCI, LLC, a Delaware limited liability company having offices and its principal place of business at 7 Sylvan Way, Parsippany, New Jersey, 07054, U.S.A. ("RCI'), SILVERLEAF RESORTS, INC., having its principal place of business at 1221 River Bend Drive, Suite 120, Dallas, TX 75247, U.S.A. ("Affiliate"), and ORLANDO BREEZE RESORT CLUB, an owners association comprised of the owners of Timeshare Interests at the Resort, having its principal place of business at 121 Emerald Loop, Davenport, FL 33897, U.S.A. ("Association").

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