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                                                                    EXHIBIT 10.1

                                 AMENDMENT NO. 1

                         TO LOAN AND SECURITY AGREEMENT


         Amendment No. 1 dated August 18, 2000 to Loan and Security Agreement
dated September 30, 1999 among BankBoston, N.A. as agent, BankBoston, N.A.,
Liberty Bank ("Liberty") and Silverleaf Resorts, Inc. ("Silverleaf).

                              PRELIMINARY STATEMENT

         BankBoston, N.A. as agent, BankBoston, N.A., Liberty and Silverleaf
entered into a Loan and Security Agreement dated September 30, 1999 (the "Loan
and Security Agreement").

         BankBoston, N.A. as agent and as Lender has assigned to Sovereign Bank
all of BankBoston, N.A.'s interest as agent and as Lender under the Loan and
Security Agreement and all other Loan Documents, and Sovereign Bank as agent and
as Lender has agreed to assume all of the rights and obligations of BankBoston,
N.A. as agent and as Lender under the Loan and Security Agreement and all other
Loan Documents.

         Borrower has requested that the Lenders increase the amount of the
Total Commitment and make other amendments to the Loan and Security Agreement,
and the Lenders have agreed on the terms and conditions set forth herein.

                                    AGREEMENT

         IT IS THEREFORE AGREED AS FOLLOWS:

         1. Except that Sovereign Bank as agent for itself and various other
lenders shall be hereafter referred to as "Agent" and Sovereign Bank
individually shall hereafter be referred to as "Lender", capitalized terms used
herein shall have the meanings provided in the Loan and Security Agreement
unless otherwise defined herein.

         2. Each of the Lenders and the Borrower hereby consents to (1) the
assignment by BankBoston, N.A., as agent for itself and various other lenders,
to Sovereign Bank, as agent for itself and various other lenders, of all of the
rights and obligations of Agent under the Loan and Security Agreement and all
other Loan Documents, and (2) the assignment by BankBoston, N.A. to Sovereign
Bank of BankBoston, N.A.'s Individual Commitment and the rights and obligations
of BankBoston, N.A. in connection therewith. Sovereign Bank individually and as
agent for itself and various other lenders hereby accepts such assignments and
agrees to be bound by the terms of the Loan and Security Agreement and the Loan
Documents.

         3. Simultaneously with the execution of this Agreement Borrower is
executing and delivering to Sovereign Bank a Promissory Note in the original
principal amount of



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$25,000,000 (the "$25,000,000 Sovereign Note"). The $25,000,000 Sovereign Note
shall be issued in substitution for the $15,000,000 BankBoston Note.

         4. Simultaneously with the execution of this Agreement, Borrower is
executing and delivering to Liberty a Promissory Note Modification Agreement
(the "Liberty Note Modification Agreement").

         5. The term "Maturity Date" shall mean August 18, 2005.

         6. The term "Notes" shall include the $25,000,000 Sovereign Note and
the $15,000,000 Liberty Note, as modified by the Liberty Note Modification
Agreement and all references in the Loan and Security Agreement and other Loan
Documents to the Notes and all security for the Notes shall be deemed references
to and security for the $25,000,000 Sovereign Note and the $15,000,000 Liberty
Note as modified by the Liberty Note Modification Agreement.

         7. The Term "Total Commitment" shall mean the aggregate of each
Lender's Individual Commitments, which shall equal $40,000,000.

         8. Schedule 1 to the Loan and Security Agreement is hereby deleted and
Schedule 1 attached hereto is substituted therefor.

         9. The Borrowing Base Certificate attached to the Loan and Security
Agreement as Exhibit 1.6 is hereby deleted and Exhibit 1.6 attached hereto is
substituted therefor.

         10. Section 2.6 of the Loan and Security Agreement is hereby deleted
and the following substituted therefor:

             2.6 Borrowing Base Certificates. The Borrower shall submit to the
         Agent and each Lender a Borrowing Base Certificate (a) from time to
         time as requested by the Agent; (b) simultaneously with each request
         for an advance on the Loans, (c) simultaneously with any request for a
         release of Collateral, and (d) weekly while any amounts are outstanding
         on the Loans. All Borrowing Base Certificates shall be accompanied by
         summary aging reports acceptable to the Agent. Any Borrowing Base
         Certificate delivered during the first week of a month shall be
         accompanied by a trial balance of the Consumer Loan Collateral
         acceptable to the Agent.

         11. The Borrower shall pay to the Agent on behalf of the lenders a
commitment fee (the "Commitment Fee") in the amount of $100,000 at the execution
of this Amendment. The Commitment Fee is non-refundable and is deemed to be
earned in full by the Agent and the Lenders as of the date hereof, even if the
full amount of the Loans shall not be advanced.

         12. Section 2.12 of the Loan and Security Agreement is hereby deleted
and the following substituted therefor:



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             2.12 Availability Fee. If at any time after the date hereof through
         the end of the Borrowing Period, the Receivables Loan Amount shall be
         less than $15,000,000, then the Borrower shall pay to the Agent for the
         pro-rata benefit of the Lenders an availability fee (the "Availability
         Fee") in the amount of (a)(i) $15,000,000, less (ii) the Receivables
         Loan Amount, but in any event no less than zero, times (b) one percent
         (1.0%) per annum. The Agent shall calculate the Availability Fee
         semi-annually as of the end of each six month period based on the
         average Receivables Loan Amount for the six months then ended, and the
         Borrower shall pay the Availability Fee upon delivery of such
         calculation by the Agent.

         13. Section 6.17 of the Loan and Security Agreement is hereby deleted.

         14. Section 9.2 of the Loan and Security Agreement is hereby amended by
adding the following sentence at the end thereof: "Notwithstanding the
foregoing, any failure of the Borrower to comply with the Marketing Ratio shall
not be deemed an Event of Default hereunder."

         15. If at any time the Borrower shall fail to satisfy the Marketing
Ratio, thereafter no further Receivables Loan Advances shall be made on the
Loans.

         16. Except as modified hereby, the Loan and Security Agreement remains
in full force and effect and is hereby ratified, remade and confirmed as if set
forth in full herein.

         17. The execution and delivery of this Amendment No. 1 and all
documents related thereto have been duly authorized by all necessary corporate
action, and all such documents are valid, binding and enforceable in accordance
with their terms.

         18. This Amendment shall be governed by and construed in accordance
with the substantive law the Commonwealth of Massachusetts, without giving
effect to the conflicts or choice of law provisions of Massachusetts or any
other jurisdiction, and shall have the effect of a sealed instrument.


                                       SOVEREIGN BANK, as agent for itself and
                                       other lenders

                                       By: /s/ THOMAS J. MORRIS
                                          --------------------------
                                          Thomas J. Morris, Director



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                                       SOVEREIGN BANK


                                       By: /s/ THOMAS J. MORRIS
                                          ---------------------------
                                          Thomas J. Morris, Director


                                       LIBERTY BANK


                                       By: /s/ [ILLEGIBLE]
                                          ---------------------------
                                          Its SVP


                                       SILVERLEAF RESORTS, INC.


                                       By: /s/ ROBERT E. MEAD
                                          ---------------------------
                                          Its Chief Executive Officer



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List of Schedules and Exhibits

Schedule 1     Percentage of Commitment
Exhibit 1.6    Form of Borrowing Base Certificate