FIRST
      SUPPLEMENT TO INDENTURE

    


    FIRST
      SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of December 22, 2006, by
      and among SILVERLEAF FINANCE IV, LLC a Delaware limited liability company (the
      “Issuer”),
      UBS
      REAL ESTATE SECURITIES INC., a Delaware corporation, as noteholder (the
“Noteholder”)
      and
      WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
      trustee (the “Trustee”).
      

    


    Reference
      is made to the Indenture, dated as of March 2, 2006, by and among the Issuer,
      the Noteholder, and the Trustee, pursuant to which the Silverleaf Finance IV,
      LLC Variable Funding Note (the “Note”) was issued and the Issuer pledged certain
      Collateral to the Trustee to secure the payment of the Note (as supplemented
      hereby, the "Indenture"). Capitalized terms used in this Supplement have the
      meanings given such terms in the Indenture, as supplemented hereby, except
      as
      provided otherwise herein.

    


    The
      Issuer has requested that the Indenture be amended pursuant to Section 9.1(b)
      thereof, as set forth below. 

    


    1. Amendments.
      

    


    (a) The
      cover
      page of the Indenture is hereby amended to replace the reference to
“$100,000,000” with “$125,000,000”.

    


    (b) 
      The Form
      of Variable Funding Note attached to the Indenture as Exhibit A-1 is hereby
      amended and replaced in its entirety with the Form of Amended and Restated
      Variable Funding Note attached to this Supplement as Exhibit
      A.

    


    (c) The
      Form
      of Transferee Certificate attached to the Indenture as Exhibit B is hereby
      amended and replaced in its entirety with the Form of Amended and Restated
      Transferee Certificate attached to this Supplement as Exhibit
      B.
      

    


    2. Conditions
      Precedent.
      The
      Issuer hereby states that the following conditions precedent to this Supplement
      have been fulfilled pursuant to Section 9.1(b) of the Indenture:

    


    (a) Issuer
      Order.
       An
      Issuer
      Order authorizing the Trustee to enter into this Supplement has been duly
      executed by the Issuer and presented to the Trustee.

    


    (b) Notice
      to the Rating Agency.
      Prior
      written notice of this Supplement has been provided to the Rating Agency.


    


    3. Effective
      Date.
      Pursuant to Section 9.4 of the Indenture, upon execution by the Issuer, the
      Noteholder and the Trustee, this Supplement shall become effective and be a
      part
      of the Indenture for all purposes as though executed with the Indenture and
      effective as of the date hereof. 

    


    
      
         

      

      
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    4. Reaffirmation
      and Ratification of Existing Agreements, Etc.
      The
      Issuer: (i) reaffirms and ratifies all the obligations to the Trustee and the
      Noteholder, in respect of the Indenture, as hereby amended, and the other Basic
      Documents, and (ii) agrees that the Indenture, as amended hereby, and the other
      Basic Documents shall remain in full force and effect, enforceable against
      the
      Issuer in accordance with their terms.

    


    5. Miscellaneous.

    


    (a) This
      Supplement may be executed in any number of counterparts, each of which such
      executed
      shall be deemed to be an original, but all such counterparts shall together
      constitute but one
      and
      the same instrument.

    


    (b) This
      Supplement shall be deemed to be a contract made under the laws of the State
      of
      New York and shall for all purposes be governed by, and construed in accordance
      with, the laws of the State of New York.

    


    (c) The
      headings of the several sections of this Supplement are
      for
      convenience only and shall not affect the construction hereof.

    


    (d) This
      Supplement shall be deemed to be a Basic Document under the Indenture and the
      other Basic Documents.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Supplement has been duly executed and delivered as of
      the
      date first above written.

     

    
      	 	 	 
	 	SILVERLEAF FINANCE IV, LLC
	 
 	 
 	 
 
	 	By:  	/S/
              HARRY J.
              WHITE, JR.
	 	Title: 	VP,
              Treasurer and Chief Financial
              Officer 


    

     

    
      	 	 	 
	 	UBS
              REAL ESTATE
              SECURITIES INC., as Noteholder
	 
 	 
 	 
 
	 	By:  	Mostafiz
              Shahmohammed
	 	Title: 	Executive
              Director 
	 	 	 
	 	By: 	Reginald
              Devilliers 
	 	Title: 	Director 


    

     

    
      	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
              in its
              capacity as Trustee
	 
 	 
 	 
 
	 	By:  	/S/ SUE
              DIGNAN
	 	Title: 	Assistant
              Vice
              President 


    

    

 

    List
      of
      Exhibits to Agreement not Filed Herewith:

    


    Ex.
      A—Form of Amended and Restated Variable Funding Note

    Ex.
      B—Form of Amended and Restated Transferee Certificate

    


    
      
         

      

      
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