<PAGE>
                                                                     EXHIBIT 4.3

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                     6.0% Senior Subordinated Notes due 2007

No. 001                                                              $28,467,000

                            SILVERLEAF RESORTS, INC.

promises to pay to Cede & Co.                              CUSIP No. 828395 AB 9
or registered assigns,
the principal sum of Twenty-Eight Million, Four Hundred Sixty-Seven
Thousand Dollars on April 1, 2007.
Interest Payment Dates: April 1, and October 1
Record Dates: March 15, and September 15


                                           Dated: May 2, 2002

                                           SILVERLEAF RESORTS, INC.


                                           By:  /s/ Robert E. Mead
                                              ----------------------------------
                                               Name:   Robert E. Mead
                                               Title:  Chief Executive Officer


                                           By:  /s/ Harry J. White, Jr.
                                              ----------------------------------
                                               Name:   Harry J. White, Jr.
                                               Title:  Chief Financial Officer
                                                       and Treasurer

                                                           (SEAL)

This is one of the Global Notes referred to in the within-mentioned Indenture:

Wells Fargo Bank Minnesota, National Association
as Trustee

By:  /s/ Jane Y. Schweiger
   -----------------------


--------------------------------------------------------------------------------

<PAGE>
                     6.0% Senior Subordinated Notes due 2007


   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
  DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
      TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER EXCHANGE OR
   PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.,
   OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
  DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
 TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
   HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
   TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
     THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
     GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
   RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. INTEREST. Silverleaf Resorts, Inc., a Texas corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
6.0% per annum until maturity. The Company will pay such interest semi-annually
on April 1 and October 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on this Note will accrue from the most recent date to which interest has been
paid, provided that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date. For each $500 of principal amount of
this Note, the Company shall also pay an additional payment of $17.58 on May 16,
2002 which amount shall be treated as and represent a partial payment of the
interest accrued on the Old Notes from October 1, 2001 through the date before
the date of issuance of this Note and an additional payment of $5.87 on May 16,
2002 and $5.87 on October 1, 2002, which amounts shall be treated as and
represent a partial payment of the remaining interest accrued on the Old Notes
prior to October 1, 2001. The Company and the holder of this Note agree that
such additional payments shall be treated and reported for federal income tax
purposes as described in the preceding sentence and that such additional
payments have been included herein solely to document the required payment of
those amounts and not as interest or premium on the principal amount of this
Note. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
<PAGE>

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the March 15 or September 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, and premium, if any, on
the Global Note and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of May 2, 2002 ("Indenture") between the Company, its Subsidiaries and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are unsecured obligations of the Company limited to
$28,467,000 in aggregate principal amount.

         5.  OPTIONAL REDEMPTION.

         (a) The Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on April 1 of the years
indicated below:

<Table>
<Caption>
          Year                                                    Percentage
          ----                                                    ----------
<S>                                                              <C>
          2003...............................................      105.250%
          2004...............................................      103.500%
          2005...............................................      101.750%
          2006 and thereafter................................      100.000%
</Table>
<PAGE>

         6.  MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

         7.  REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $500 or an integral multiple thereof) of each Holder's Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest to the date of purchase (a "Change of Control
Payment"). Within ten days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

         (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$5.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes
(including Additional Notes) that may be purchased out of the Excess Proceeds at
an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Subsidiary) may use any remaining Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $500 may be redeemed in part but only in whole multiples of $500,
unless all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $500 and integral multiples of $500. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for


<PAGE>

a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

         10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture, the Subsidiary Guarantees or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes. Without the consent of any Holder of a Note, the
Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes or to alter the
provisions regarding payment and exchange of Notes in a manner that does not
materially adversely affect any Holder, to provide for the assumption of the
Company's or Guarantor's obligations to Holders of the Notes in case of a merger
or consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to allow any Guarantor to execute
a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with
respect to the Notes, or to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust Indenture
Act, to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture or to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or Subsidiary Guarantee with respect
to the Notes.

         12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest on the Notes (whether or not
prohibited by the subordination provisions of the Indenture); (ii) default in
payment when due of principal of or premium, if any, on the Notes (whether or
not prohibited by the subordination provisions of the Indenture) when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise, (iii) failure by the Company to comply
for 30 days after notice from the Trustee or the Holders of at least 25% in
principal amount of then outstanding Notes with Section 4.07, 4.09, 4.10, 4.15
or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice
to the Company by the Trustee or the Holders of at least 25% in principal amount
of then outstanding Notes to comply with certain other agreements in the
Indenture or the Notes; (v) default under certain other agreements relating to
Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity and such default has not been cured
or waived as provided in the Indenture; (vi) certain final judgments for the
payment of money that remain undischarged for a period of 60 days; (vii) except
as permitted by the Indenture, any Subsidiary Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease to be in full
force and effect or any Guarantor or any Person acting on its behalf shall deny
or disaffirm its obligations under such Guarantor's Subsidiary Guarantee; and
(viii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Material Subsidiaries. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the


<PAGE>

case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

         13. SUBSIDIARY GUARANTEES. Payment of principal and interest (including
interest on overdue principal and overdue interest, if lawful) is
unconditionally guaranteed on a senior subordinated basis by certain
subsidiaries of the Company.

         14. SUBORDINATION. The payment of principal, premium, if any, and
interest on the Notes is subordinated to the prior payment of Senior Debt on the
terms provided in the Indenture.

         15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         16. NO RECOURSE AGAINST OTHERS. A director, Officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         17. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         18. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as


<PAGE>

printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  Silverleaf Resorts, Inc.
                  1221 River Bend Drive, Suite 120
                  Dallas, Texas 75247
                  Telecopier No.:  (214) 905-0514
                  Attention:  Sandra Cearley


<PAGE>


                                 ASSIGNMENT FORM


     To assign this Note, fill in the form below: (I) or (we) assign and
     transfer this Note to


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                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

              (Print or type assignee's name, address and zip code)


and irrevocably appoint
                        --------------------------------------------------------

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


--------------------------------------------------------------------------------


Date:
      ------------------------------


                                    Your Signature:
                                                   -----------------------------

                                             (Sign exactly as your name appears
                                             on the face of this Note)

Signature Guarantee.


<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE



         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:



         [ ] Section 4.10              [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $
                                     -----------



Date:                               Your Signature:
      ------------------                           -----------------------------

                                             (Sign exactly as your name appears
                                             on the face of this Note)


                                    Tax Identification No.:
                                                            --------------------




Signature Guarantee.


<PAGE>


              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


         The following exchanges of a part of this Global Note for and interest
in another Global Note or for a Definitive Note have been made:

<Table>
<Caption>

                                                                       Principal Amount at
                                                                       maturity of this
                                                                       Global Note            Signature of
                     Amount of decrease in    Amount of increase in    following such         authorized Officer
                     Principal Amount of      Principal Amount of      decrease               of Trustee or Note
Date of Exchange     this Global Note         this Global Note         (or increase)          Custodian
----------------     ---------------------    ---------------------    -------------------    ------------------
<S>                  <C>                      <C>                      <C>                    <C>


</Table>