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                                                                       Ex. 10.52

                                   [TFC LOGO]

TEXTRON FINANCIAL CORPORATION                           333 EAST RIVER DRIVE
SUBSIDIARY OF TEXTRON INC.                              SUITE 104
                                                        EAST HARTFORD, CT 06108
                                                        (860) 282-7776 PHONE
                                                        (860) 282-9053 FAX

Robert E. Mead, Chief Executive Officer
Silverleaf Resorts, Inc.
1221 Riverbend Drive, Suite 105
Dallas, TX 75221

March 5, 2004

Re:      $71,000,000 credit facility [Tranche B] (the "Loan") provided to
         Silverleaf Resorts, Inc. ("Borrower") pursuant to that certain Amended
         and Restated Loan, Security and Agency Agreement (Tranche B) dated as
         of April 30, 2002, as amended by Letter Amendment dated March 27, 2003,
         and as further amended by First Amendment to Amended and Restated Loan,
         Security and Agency Agreement dated as of December 19, 2003, by and
         among Borrower, the parties, including Textron Financial Corporation
         ("TFC"), a Delaware Corporation, which execute and deliver the
         Agreement, in their respective capacities as lenders, and Textron
         Financial Corporation, as Facility Agent and Collateral Agent (the
         "Loan Agreement")

Dear Bob:

Reference is hereby made to the Loan Agreement. All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Loan Agreement.

This letter shall confirm that, in connection with the Inventory Loan to be
provided in connection with that certain Amended and Restated Loan and Security
Agreement (Inventory Loan) between TFC and Borrower dated as of March 5, 2004,
the Loan Agreement is hereby modified in part, effective as of the date hereof,
as follows:

         1.       All references to the term "Inventory Loan" in the Loan
                  Agreement shall mean, singly and collectively, that certain
                  $10,000,000 timeshare interval inventory loan and that certain
                  $8,000,000 timeshare interval inventory loan provided by TFC
                  to Borrower pursuant to that certain Amended and Restated Loan
                  and Security Agreement dated as of March 5, 2004 by and
                  between Borrower and TFC, as the same may hereafter be amended
                  from time to time.

         2.       TFC's maximum obligation under the Inventory Loan shall be:
                  (i) $18,000,000.00 prior to August 31, 2004; and (ii)
                  $16,000,000.00 after August 31, 2004 and prior to the Final
                  Maturity Date.

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         3.       TFC and Borrower hereby acknowledge and agree that TFC hereby
                  absolutely releases its security in the Notes Receivable and
                  related Mortgages that are the primary Collateral for the
                  Heller Facility. TFC and Borrower hereby acknowledge and agree
                  that the Heller Facility shall no longer be secured by the
                  Additional Resort Collateral, the Land or the Pledged Notes
                  Receivable and all proceeds of or from them (including all
                  Notes Receivable comprising the Ineligible Note Portfolio)
                  securing TFC's Facilities and/or the Sovereign Facility. TFC
                  and Borrower further acknowledge and agree that any obligation
                  of TFC to act as agent for Heller under the Loan Agreement is
                  hereby discharged.

         4.       Section 2.9 of the Loan Agreement is hereby deleted in its
                  entirety and in its place instead is substituted the
                  following:

                  "2.9     MAXIMUM OBLIGATION OF TEXTRON FINANCIAL CORPORATION
                  UNDER THE LOAN, THE ADDITIONAL CREDIT FACILITY, THE TRANCHE C
                  FACILITY AND THE INVENTORY LOAN. Borrower acknowledges, agrees
                  and confirms that notwithstanding anything to the contrary
                  herein, in any other Loan Document or in any document
                  evidencing or securing the Additional Credit Facility, the
                  Tranche C Credit Facility or the Inventory Loan, Lender shall
                  not be obligated to fund any Advance hereunder, which when
                  taken together with the Loans or Advances made by Lender, on
                  its own behalf as Lender (and as opposed to Advances required
                  to be made by Lender's participants and co-lenders under the
                  Loan Agreement or the Additional Credit Facility), to the
                  Borrower under this Agreement, the Additional Credit Facility,
                  the Tranche C Credit Facility and the Inventory Loan, would
                  cause the aggregate amount of such Loans and Advances by
                  Lender on its own behalf to Borrower to exceed a maximum
                  aggregate amount of: (i) prior to August 31, 2004-$56,996,300
                  and (ii) after August 31, 2004 and prior to the Final Maturity
                  Date-$54,996,300."

         5.       Section 7.2(k) of the Loan Agreement is hereby deleted in its
                  entirety and in its place instead is substituted the
                  following:

                  "(k) MODIFICATIONS OF HELLER DOCUMENTS, DZ DOCUMENTS, BOND
                  HOLDER EXCHANGE DOCUMENTS, SOVEREIGN DOCUMENTS, SILVERLEAF
                  FINANCE II DOCUMENTS AND OTHER DEBT INSTRUMENTS. Borrower
                  shall not amend or modify the Sovereign Documents, the DZ
                  Documents, the Bondholder Exchange Documents, the Silverleaf
                  Finance II Documents or the documents evidencing any other
                  indebtedness of Borrower, nor shall Borrower extend, modify,
                  increase or terminate the DZ Facility, the Bond Holder
                  Exchange Transaction, the Sovereign Facility, the TFC Conduit
                  Loan or any other credit facility or loan, without the prior
                  written consent of Lender, which consent shall not be
                  unreasonably withheld. Borrower shall not agree to any
                  modification of the maturity date of the Heller Facility so
                  that it matures prior to February 28, 2006."

In addition, the Loan Documents are hereby modified in part, effective as of the
date hereof, as follows:

         1.       All references to the term "Inventory Loan" in the Loan
                  Documents shall mean, singly and collectively, that certain
                  $10,000,000 timeshare interval inventory loan and that certain
                  $8,000,000 timeshare interval inventory loan provided by TFC
                  to Borrower pursuant to that certain Amended and Restated Loan
                  and Security Agreement dated as of March 5, 2004 by and
                  between Borrower and TFC, as the same may hereafter be amended
                  from time to time.

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         2.       All references to the term "Inventory Loan Note" in the Loan
                  Documents shall mean: (i) that certain Amended and Restated
                  Secured Promissory Note dated April 30, 2002, by Silverleaf
                  Resorts, Inc. in favor of Textron Financial Corporation, in
                  the original principal amount of Ten Million Dollars
                  ($10,000,000.00); and (ii) that certain Secured Promissory
                  Note dated March 5, 2004, by Silverleaf Resorts, Inc. in favor
                  of Textron Financial Corporation, in the original principal
                  amount of Eight Million Dollars ($8,000,000.00), as the same
                  may hereafter be amended from time to time.

This Letter Amendment ("Letter Amendment") may be executed in two or more
counterparts, all of which together shall be considered a single instrument.
Delivery of an executed counterpart of a signature page to this Letter Amendment
by facsimile shall be effective as delivery of a manually executed counterpart
of this Letter Amendment.

Except as expressly set forth herein, this Letter Amendment does not constitute
a waiver of any term or condition of the Loan, and the Loan Agreement and the
Loan Documents shall remain in full force and effect.

This Letter Amendment is conditioned upon execution of similar Agreements
relating to the other Textron credit facilities and upon execution of the
modifications of the Heller Loan Documents and Sovereign Loan Documents
contemplated by that certain Second Amended and Restated Intercreditor Agreement
dated as of March 5, 2004 by and among TFC, Heller Financial, Inc. and Sovereign
Bank.

Please confirm your acknowledgement of and agreement with the terms of this
Letter Amendment by signing in the appropriate space below.

                                             Very truly yours,
                                             TEXTRON FINANCIAL CORPORATION,
                                             a Delaware corporation

                                              /S/ JOHN D'ANNIBALE
                                             -----------------------------------
                                             By:  John D'Annibale
                                             Its: Vice President

The undersigned party acknowledges its agreement with the terms and conditions
of this Letter Amendment:

                                              SILVERLEAF RESORTS, INC.

                                              /S/ HARRY J. WHITE, JR.
                                             -----------------------------------
                                             By:  Harry J. White, Jr.
                                             Its: CFO