0001140361-07-021169 Sample Contracts

SECOND SUPPLEMENT TO INDENTURE
Second Supplement to Indenture • November 6th, 2007 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

SECOND SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of September 12, 2007, 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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CONTRACT OF SALE
Contract of Sale • November 6th, 2007 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Missouri

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.

FIRST AMENDMENT TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • November 6th, 2007 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

FIRST AMENDMENT TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this “Amendment”) dated as of September 12, 2007, by and among SILVERLEAF FINANCE IV, LLC a Delaware limited liability company, as purchaser (the “Purchaser”), SILVERLEAF RESORTS, INC., a Texas corporation, as seller and servicer (the “Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), Backup Servicer and Account Intermediary .

CONTRACT OF SALE
Contract of Sale • November 6th, 2007 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Massachusetts

This Contract is entered into by and between J. W. KELLY’S ENTERPRISES, INC., JAMES W. KELLY and DOROTHY H. KELLY (collectively “Seller”) and JAMES J. OESTREICH (“Purchaser”).

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