Silverleaf Resorts, Inc. Announces New $100 Million Revolving Credit Facility With UBS

Silverleaf Resorts, Inc. (AMEX:SVL) today announced the
closing of a $100 million revolving senior credit facility through its
newly-formed, wholly-owned and fully consolidated special purpose
finance subsidiary, Silverleaf Finance IV, LLC ("SF-IV"), a Delaware
limited liability company. SF-IV was formed for the purpose of issuing
a $100 million variable funding note ("VFN") to UBS Real Estate
Securities Inc. ("UBS"). The VFN will bear interest on advances by UBS
to SF-IV at an initial rate equal to LIBOR plus 1.5%. The VFN will be
secured by customer notes receivable sold by Silverleaf to SF-IV and
will mature in March 2010. Proceeds to Silverleaf from the sale of the
customer notes to SF-IV will be used to fund normal business
operations and for general working capital purposes. The VFN was
issued pursuant to the terms and conditions of an indenture among
SF-IV, UBS and Wells Fargo Bank, National Association, as indenture
trustee. Silverleaf will continue to service the customer notes sold
to SF-IV under the terms of an agreement with the indenture trustee
and SF-IV.
   Thomas Morris, SVP -- Capital Markets commented, "We are very
pleased to be able to expand our relationship with an institution such
as UBS. We are excited about continuing to leverage their expertise in
the capital markets. Not only does this facility provide the liquidity
necessary to fund our growth strategy, but it also significantly
lowers our cost of capital."

   Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns
and operates 13 timeshare resorts in various stages of development.
Silverleaf Resorts offer a wide array of country club-like amenities,
such as golf, swimming, horseback riding, boating, and many organized
activities for children and adults.

   This release contains certain forward-looking statements that
involve risks and uncertainties and actual results may differ
materially from those anticipated. The Company is subject to specific
risks associated with the timeshare industry, the regulatory
environment, and various economic factors. These risks and others are
more fully discussed under the heading "Cautionary Statements" in the
Company's reports filed with the Securities and Exchange Commission,
including the Company's 2004 Annual Report on Form 10-K (pages 19
through 27 thereof) filed on March 25, 2005.