Silverleaf Resorts, Inc. Announces New $128 Million Securitization with UBS

Silverleaf Resorts, Inc. (AMEX:SVL) today announced the
August 29, 2006 closing of a term securitization through its
newly-formed and fully consolidated special purpose finance
subsidiary, Silverleaf Finance V, L.P. ("SF-V"), a Delaware limited
partnership. SF-V was formed for the purpose of issuing approximately
$128.0 million of its Timeshare Loan-Backed Notes Series 2006-A
("Series 2006-A Notes") in a private offering and sale through UBS
Securities LLC ("UBS"). The Series 2006-A Notes were issued pursuant
to an indenture between the Company, as servicer of the timeshare
loans, SF-V, as issuer, and Wells Fargo Bank, National Association, as
indenture trustee. The Series 2006-A Notes were issued in seven
classes ranging from Class A through Class G notes with a blended
coupon of 6.7%. The Class A through Class G notes have been rated Aaa,
Aa2, A2, Baa1, Baa2, Baa3, and Ba2 respectively by Moody's Investors
Service, Inc., and have a final maturity of July, 2018.
   The Series 2006-A Notes are currently secured by approximately
$125.3 million in timeshare loans sold to SF-V by the Company and one
of its other fully consolidated special purpose finance subsidiaries.
The cash proceeds from the sale of the timeshare loans to SF-V have
been primarily used to pay down $93.2 million in consolidated
indebtedness to senior lenders. Approximately $24.8 million of the
proceeds received by SF-V from the sale of the Series 2006-A Notes is
being set aside for 90 days to finance SF-V's purchase of up to $33.0
million in additional qualifying timeshare loans from the Company. All
funds set aside for this purpose that are not used by SF-V within 90
days to finance the purchase of additional qualifying timeshare loans
from the Company will be returned to the holders of the Series 2006-A
Notes as a distribution of principal.
   Thomas Morris, SVP - Capital Markets commented, "We are very
pleased once again to be able to access the term securitization
market. This form of low cost, fixed rate financing continues to be an
integral part of our business strategy to lower our overall cost of
capital. This transaction has allowed us to lower the cost of this
debt from 8.0%, floating, to 6.7% fixed. We are also pleased with the
confidence UBS has in our ability to continue to execute our business
plan in underwriting such a transaction".
   Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns
and operates timeshare resorts with a wide array of country club-like
amenities, such as golf, clubhouses, swimming, tennis, boating, and
many organized activities for children and adults. For additional
information, please visit www.silverleafresorts.com.
   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 "Risk Factors" in the Company's
reports filed with the Securities and Exchange Commission, including
the Company's 2005 Annual Report on Form 10-K (pages 22 through 30
thereof) filed on March 17, 2006.

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