SILVERLEAF RESORTS INC
AMENDMENT AGREEMENT NO. 2 TO PURCHASE ADN CONTRIBUTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d19962exv10w1.txt
<DESCRIPTION>AMENDMENT AGREEMENT NO. 2 TO PURCHASE ADN CONTRIBUTION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                            AMENDMENT AGREEMENT NO. 2
                                       TO
                       PURCHASE AND CONTRIBUTION AGREEMENT

                  AMENDMENT AGREEMENT NO. 2, dated as of September 7, 2004 (this
"Amendment"), to PURCHASE AND CONTRIBUTION AGREEMENT dated as of April 30, 2002
(as the same may have been amended, supplemented, modified or restated prior to
the effectiveness hereof in accordance with its terms, the "Agreement") between
Silverleaf Resorts, Inc. (the "Seller") and Silverleaf Finance I, Inc. (the
"Purchaser"). Capitalized terms not otherwise defined herein shall have the
meanings attributed to them in the Agreement.

                  WHEREAS, the Seller and the Purchaser' desire to amend the
Agreement as hereinafter provided;

                  NOW THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

                  SECTION 1. Amendments. The parties hereto agree that, as of
the date of this Amendment:

                  (a) The definition of "Eligible Receivable" in Section 1.01 of
the Existing RLSA is hereby amended by inserting the following parenthetical
"(excluding all Eligible Receivables related to the Holiday Hills Development)"
immediately after the words "the Weighted Average Original Term of all Eligible
Receivables" in clause (oo) thereto.

                  (b) The definition of "Eligible Receivable" in Section 1.01 of
the Existing RLSA is hereby amended by adding a new clause (aaa) at the end
thereof:

                  "(aaa) If such Receivable related to the Holiday Hills
                  Development, upon inclusion of such Receivable as an Eligible
                  Receivable, the weighted average (weighted solely based on the
                  Outstanding Principal Balances of the Eligible Receivables
                  related to the Holiday Hills Development at such time) of the
                  original number of monthly payments owed in respect of all
                  Eligible Receivables related to the Holiday Hills Development
                  shall be no more than 114 months."

                  SECTION 2. Conditions to Effectiveness. The amendments
contained in this Amendment shall not become effective until the following
conditions have been satisfied in full or waived by the Purchaser or its
assignee:

                  (a) the Purchaser or its assignee shall have received an
         originally executed counterpart of this Amendment duly executed by the
         Seller;

                  (b) the conditions precedent to the amendment and restatement
         of the RLSA, dated as of the date hereof, shall have been satisfied and
         such agreement shall have been executed by the parties thereto;

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                  (c) no event has occurred and is continuing which constitutes
         an Event of Default or would constitute an Event of Default but for the
         requirement that notice be given or time elapse, except as specifically
         described herein; and

                  (d) the Purchaser or its assignee shall have received such
         approvals, opinions or documents as the Purchaser or its assignee may
         reasonably request.

                  SECTION 3. Representations and Warranties. The Purchaser and
the Seller each represent and warrant that all of their representations and
warranties contained in the Transaction Documents are true and correct in all
material respects on the date hereof and with the same force and effect as
though such representations and warranties had been made on the date hereof,
except to the extent any such representations and warranties relate solely to an
earlier date.

                  SECTION 4. Reference to and Effect on the Documents.

                  (a) On and after the date hereof, each reference in the
         Agreement to "this Agreement" shall refer to the Agreement as amended
         hereby and each reference in the Agreement to "hereunder", "hereof",
         "herein" or words of like import shall mean and be a reference to the
         Agreement as amended hereby.

                  (b) Except as specifically amended above, the Agreement shall
         remain in full force and effect and is hereby ratified and confirmed.

                  (c) Except as expressly provided herein, the execution and
         delivery of this Amendment shall neither operate as a waiver of any
         right, power or remedy of any party to the Agreement nor constitute a
         waiver of any provision of the Agreement.

                  SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF, THE STATE. OF NEW
YORK.

                  SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                         SILVERLEAF RESORTS, INC



                                         By:    /s/ HARRY J. WHITE, JR.
                                                -------------------------------
                                         Name:  Harry J. White, Jr.
                                                -------------------------------
                                         Title: Chief Financial Officer
                                                -------------------------------


                                         SILVERLEAF FINANCE 1, INC


                                         By:    /s/ HARRY J. WHITE, JR.
                                                -------------------------------
                                         Name:  Harry J. White, Jr.
                                                -------------------------------
                                         Title: Chief Financial Officer
                                                -------------------------------


                                         Agreed and Accepted:

                                         DZ BANK AG DEUTSCHE ZENTRAL-
                                         GENOSSENSCHAFTSBANK, FRANKFURT
                                         AM MAIN


                                         By:    /s/ PATRICK PREECE
                                                -------------------------------
                                         Name:  Patrick Preece
                                                -------------------------------
                                         Title: VP
                                                -------------------------------


                                         By:    /s/ MARK PARSA
                                                -------------------------------
                                         Name:  Mark Parsa
                                                -------------------------------
                                         Title: AVP
                                                -------------------------------

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