0001144204-06-019286 Sample Contracts

FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT (Pinnacle Lodge)
Asset Purchase and Sale Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT (“First Amendment”), is effective as of February 7, 2006, (regardless of the actual date of its execution), and is between THE FITZGERALD FAMILY LIMITED PARTNERSHIP, a Florida limited partnership (“Seller”) and SILVERLEAF RESORTS, INC., a Texas corporation (“Purchaser”).

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FIRST AMENDMENT TO RECEIVABLES LOAN AND SECURITY AGREEMENT
Receivables Loan and Security Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Maryland

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 28, 2006 (the “Closing Date”), by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as secured party (herein referred to as the “Lender”) and SILVERLEAF RESORTS, INC., a Texas corporation, as debtor (herein referred to as the “Borrower”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH SILVERLEAF RESORTS, INC.
Employment Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made between SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and SHARON K. BRAYFIELD (the "Employee").

RATIFICATION OF ASSET PURCHASE AND SALE AGREEMENT (Pinnacle Lodge)
Ratification of Asset Purchase and Sale Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

THIS RATIFICATION OF ASSET PURCHASE AND SALE AGREEMENT (“Ratification”) is made and entered into as of February 14, 2006, by and between FITZPATRICK LAND COMPANY, LLC, a Florida limited liability company ("Seller”), and SILVERLEAF RESORTS, INC., a Texas corporation (“Purchaser”).

AMENDED AND RESTATED INVENTORY LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Maryland
ASSET PURCHASE AND SALE AGREEMENT (Pinnacle Lodge)
Asset Purchase and Sale Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • Colorado

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and effective as of the Execution Date and is by and between SILVERLEAF RESORTS, INC., a Texas corporation (“Purchaser”) and THE FITZPATRICK FAMILY LIMITED PARTNERSHIP, a Florida limited partnership (“Seller”).

TEXTRON FINANCIAL CORPORATION LETTERHEAD]
Loan and Security Agreement • May 10th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others)

This letter shall confirm that the Inventory Loan Agreement is hereby modified in part, effective as of the date hereof, as follows:

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