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                                                                  Execution Copy

                                                                    Exhibit 10.8

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

         This THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "AMENDMENT") is dated as of December 19, 2003 by and among (i) Silverleaf
Resorts, Inc., a Texas corporation (the "BORROWER"), (ii) Sovereign Bank, a
federally chartered savings bank ("SOVEREIGN"), and Liberty Bank, a Connecticut
non-stock mutual savings bank, as the Banks (the "BANKS"), and (iii) Sovereign
Bank, a federally chartered savings bank, as agent for the Banks (the "AGENT").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Banks, and the Agent have entered into that
certain Amended and Restated Revolving Credit Agreement, dated as of April 30,
2002, as amended by the First Amendment to Amended and Restated Revolving Credit
Agreement, dated as of September 30, 2002, and as amended by the Second
Amendment to Amended and Restated Revolving Credit Agreement, dated as of
October 1, 2003 (as so amended, the "CREDIT AGREEMENT"), pursuant to which the
Banks have extended credit to the Borrower on the terms set forth therein;

         WHEREAS, the Borrower has requested that the Banks and the Agent agree
to extend the Tranche A Conversion Date, amend the Tranche A Total Commitment
and the Tranche B Total Commitment and make certain other changes and amendments
to the Credit Agreement; and

         WHEREAS, the Banks, the Agent and the Borrower have agreed to make such
amendments subject to and on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         1.       DEFINITIONS. All capitalized terms used herein and not
expressly defined herein shall have the same respective meanings given to such
terms in the Credit Agreement.

         2.       AMENDMENTS TO CREDIT AGREEMENT. As of the Effective Date (as
defined in Section 7) the Credit Agreement is hereby amended as follows:

                  (a)      AMENDMENTS TO Section 1.1. Section 1.1 of the Credit
                           Agreement is hereby amended as follows:

                           (1)  The definitions below appearing in Section 1.1
                                of the Credit Agreement are hereby amended and
                                restated in their entirety as follows:

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                           "Additional Resort Collateral. Collectively, the
                           development rights, the real property, the fixtures
                           and the personal property, including all management
                           agreements for the Eligible Projects, now or
                           hereafter acquired by the Borrower, and described on
                           EXHIBIT I attached hereto. For the avoidance of any
                           doubt, "Additional Resort Collateral" shall not
                           include the promissory notes and other property of
                           Silverleaf Finance I, Inc. that constitute "Pledged
                           Assets" under the DZ Bank Documents or the promissory
                           notes and other property of SFII that constitute
                           "Conveyed Assets" or "Collateral" under the Textron
                           Securitization Documents."

                           "Eligible Consumer Loan Amount. The sum of (a) the
                           aggregate principal amount outstanding from time to
                           time of all Eligible Consumer Loans pledged to the
                           Agent as Collateral less (b) the amount by which the
                           aggregate principal amount of Eligible Consumer Loans
                           in respect of the Oak N' Spruce Resort pledged to the
                           Agent exceeds twenty percent (20%) of the aggregate
                           principal amount outstanding of all Eligible Consumer
                           Loans pledged to the Agent, less (c) the greater of

                                             (i) the amount by which the
                                    aggregate principal amount of Modified
                                    Consumer Loans exceeds (A) from the Closing
                                    Date to June 30, 2004, twenty-two percent
                                    (22%) of the aggregate principal amount
                                    outstanding of all Eligible Consumers Loans
                                    pledged to the Agent, (B) from July 1, 2004
                                    to December 31, 2004, twenty and one-half
                                    percent (20.5%) of the aggregate principal
                                    amount outstanding of all Eligible Consumer
                                    Loans pledged to the Agent, (C) from January
                                    1, 2005 to June 30, 2005, eighteen and
                                    one-half percent (18.5%) of the aggregate
                                    principal amount outstanding of all Eligible
                                    Consumer Loans pledged to the Agent, and (D)
                                    from and after July 1, 2005, fifteen percent
                                    (15%) of the aggregate principal amount
                                    outstanding of all Eligible Consumer Loans
                                    pledged to the Agent; and

                                             (ii) the amount by which the
                                    aggregate principal amount of the Modified
                                    Consumer Loans exceeds $4,852,042."

                           "Intercreditor Agreement. The Intercreditor
                           Agreement, dated as of April 30, 2002, among the
                           Agent, Textron and Heller, as amended by the
                           Intercreditor Amendment."

                           "Net Securitization Cash Flow. All of Silverleaf
                           Finance I, Inc.'s right, title and interest in and to
                           any excess cash flow derived from the consumer loans
                           sold by the Borrower to Silverleaf Finance I, Inc.
                           and then sold by Silverleaf Finance I, Inc. to DZ
                           Bank pursuant to the DZ Bank Documents, all of SFII's
                           right, title and interest in and to any excess cash
                           flow derived

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                           from the consumer loans sold by the Borrower to SFII
                           and then sold by SFII to Textron pursuant to the
                           Textron Securitization Documents, and all of the
                           Borrower's right to payments (including principal and
                           interest) under and in respect of the Subordinated
                           Note."

                            "Silverleaf Finance I, Inc. Stock. All issued and
                           outstanding shares of capital stock of Silverleaf
                           Finance I, Inc., a Delaware corporation, and SFII,
                           all certificates, instruments or other documents
                           evidencing or representing the same and all dividends
                           and distributions therefrom, including dividends and
                           distributions paid in stock."

                           "Security Agreement. The Amended and Restated
                           Security Agreement dated as of April 30, 2002 between
                           the Borrower and the Agent, as amended the First
                           Amendment to Amended and Restated Security Agreement,
                           dated of December 19, 2003."

                           "Stock Pledge Agreement. Collectively, the Stock
                           Pledge Agreement, dated as of April 30, 2002, made by
                           the Borrower in favor of the Agent, for the benefit
                           of the Banks, with respect to the stock of Silverleaf
                           Finance I, Inc., as amended by First Amendment to
                           Stock Pledge Agreement, dated as of December 19,
                           2003, and the Stock Pledge Agreement, dated as of
                           December 19, 2003, made by the Borrower in favor of
                           the Agent, for the benefit of the Banks, with respect
                           to the stock of Silverleaf Finance II, Inc."

                           "Subordinated Note. As defined in the Security
                           Agreement."

                           "Tranche A Commitment. With respect to each Tranche A
                           Bank, the amount set forth on SCHEDULE 1 hereto as
                           the amount of such Tranche A Bank's commitment to
                           make Tranche A Loans, as the same may or shall be
                           reduced in accordance with Section 2.2 hereof; or if
                           such commitment is terminated pursuant to the
                           provisions hereof, zero."

                           "Tranche A Conversion Date. March 31, 2006 or such
                           later date as the Tranche A Banks may determine as
                           set forth in Section 3.2(a)."

                           "Tranche A Maturity Date. The earliest of (a) March
                           30, 2007, (b) five (5) years from the Closing Date
                           and (c) the weighted average maturity date of the
                           Eligible Consumer Loans pledged as Collateral as of
                           the Tranche A Conversion Date, as determined by the
                           Agent in its reasonable discretion; provided,
                           however, that, notwithstanding the foregoing, the
                           Tranche A Maturity Date shall be the earlier of (a)
                           March 30, 2009 or (b) the weighted average maturity
                           date of the Eligible Consumer Loans pledged as
                           Collateral as of the Tranche A Conversion Date, as
                           determined by the Agent in its reasonable discretion,
                           if all of the following conditions have been
                           satisfied (i) the final maturity date of each of the
                           loans comprising the

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                           Textron Facility has been extended to March 30, 2009,
                           (ii) the holders of not less than sixty-six and two
                           thirds percent (66 2/3%) in principal amount of the
                           Borrower's 6% Senior Subordinated Notes due in 2007
                           agree to exchange their notes for new Senior
                           Subordinated Notes due in 2010 with an interest rate
                           not to exceed 8% and otherwise on the same terms and
                           conditions as the existing notes, and (iii) no
                           Default or Event of Default has occurred."

                           "Tranche A Total Commitment. The sum of the Tranche A
                           Commitments of the Tranche A Banks, as in effect from
                           time to time, which shall not exceed the amount of
                           $35,000,000."

                           "Tranche B Maturity Date. The earlier of (a) March
                           30, 2007 and (b) five (5) years from the Closing
                           Date; provided, however, that, notwithstanding the
                           foregoing, the Tranche B Maturity Date shall be March
                           30, 2009, if all of the following conditions have
                           been satisfied (i) the final maturity date of each of
                           the loans comprising the Textron Facility has been
                           extended to March 30, 2009, (ii) the holders of not
                           less than sixty-six and two-thirds percent (66 2/3%)
                           in principal amount of the Borrower's 6% Senior
                           Subordinated Notes due in 2007 agree to exchange
                           their notes for new Senior Subordinated Notes due in
                           2010 with an interest rate not to exceed 8% and
                           otherwise on the same terms and conditions as the
                           existing notes, and (iii) no Default or Event of
                           Default has occurred; provided further, however, that
                           in no event shall the Tranche B Maturity Date be
                           later than the Tranche A Maturity Date."

                           "Tranche B Total Commitment. The sum of the Tranche B
                           Commitments of the Tranche B Banks, as in effect from
                           time to time, which shall not exceed $5,411,718."

                           (2)  The following definitions are hereby inserted
                                into Section 1.1 of the Credit Agreement in the
                                appropriate alphabetical order:

                           "Executive Order. See Section 6.36."

                           "Foreign Assets Control Regulations. See Section
                           6.36."

                           "Intercreditor Amendment. The First Amendment to the
                           Intercreditor Agreement, dated as of December 19,
                           2003, among the Agent, Textron and Heller."

                           "Modified Consumer Loan. An Eligible Consumer Loan
                           pledged to the Agent for which a modified payment
                           plan has been implemented (in accordance with clause
                           (b) of paragraph (9) of the definition of "Eligible
                           Consumer Loan")."

                           "SFII. Silverleaf Finance II, Inc., a Delaware
                           corporation."

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                           "SFII Subordination Agreement. The Subordination
                           Agreement relating to the Agent's security interest
                           in the stock of SFII, dated as of December 19, 2003
                           by and among Textron, as agent under the Textron
                           Securitization Documents, Textron, as agent under the
                           Textron Facility, and the Agent."

                           "Textron Securitization. The receivables credit
                           facility to be provided by Textron to SFII pursuant
                           the Loan and Security Agreement dated as of December
                           19, 2003 and the other Textron Securitization
                           Documents."

                           "Textron Securitization Term Sheet. The summary of
                           proposed standard terms for the Textron
                           Securitization, dated as of August 27, 2003, by and
                           between the Borrower and Textron, attached hereto as
                           EXHIBIT O."

                           "Textron Securitization Documents. The documents
                           listed on SCHEDULE 1.1(e), as such documents may be
                           amended, amended and restated or otherwise modified
                           from time to time, solely to the extent that the
                           Agent has provided its prior written consent
                           thereto."

                           "Timeshare Documents. Any registration statement
                           approving the establishment and operation of the
                           Eligible Projects and the sales of Timeshare
                           Interests required under any statute, act,
                           regulation, ordinance, rule or law applicable to the
                           establishment and operation of the Eligible Projects
                           and the sales of the Timeshare Interests."

                           "Trading With the Enemy Act.  See Section 6.36."

                  (b)      AMENDMENT AND RESTATEMENT OF Section 2.2. Section 2.2
                           is hereby amended and restated in its entirety as
                           follows:

                                    "2.2. MANDATORY AUTOMATIC REDUCTION OF TOTAL
                                    COMMITMENTS.

                                    (a)      Mandatory Automatic Reduction of
                           Tranche A Total Commitment. The Tranche A Total
                           Commitment shall be reduced automatically by an
                           amount equal to $3,500,000 on March 31, 2006. Upon
                           such reduction, the Tranche A Commitments of each of
                           the Tranche A Banks shall be reduced pro rata in
                           accordance with its Tranche A Commitment Percentage
                           and the Borrower shall make any prepayments required
                           by Section 3.2(b) hereof. No reduction of the Tranche
                           A Total Commitment may be reinstated.

                                    (b)      Mandatory Automatic Reduction of
                           Tranche B Total Commitment. The Tranche B Total
                           Commitment shall be reduced automatically on a
                           monthly basis as of the first day of each calendar
                           month based on a fifteen (15) year amortization
                           schedule to an amount equal to or less than the
                           amount set forth on SCHEDULE 2.2. Upon each such
                           reduction,

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                           the Tranche B Commitments of each of the Tranche B
                           Banks shall be reduced pro rata in accordance with
                           its Tranche A Commitment Percentage and the Borrower
                           shall make any prepayments required by Section 3.2(b)
                           hereof. No reduction of the Tranche B Commitments may
                           be reinstated."

                  (c)      AMENDMENT TO Section 3.2(c). Section 3.2(c) is hereby
                           amended by deleting the words "in an amount equal to"
                           and replacing such words with "in an amount not to
                           exceed".

                  (d)      ADDITION OF Section 3.2. Section 3.2 is hereby
                           amended by addition the clause (e) set forth below
                           thereto:

                                    "(e)     Use of Program Reserve Account
                           Withdrawals and Surplus Under the Textron
                           Securitization. To the extent that funds are made
                           available to Silverleaf Finance II, Inc. from the
                           Program Reserve Account in accordance with Section
                           5.1(e) of the Loan and Security Agreement, dated as
                           of December 19, 2003, between Silverleaf Finance II,
                           Inc. and Textron, to the extent permitted by law and
                           the Textron Securitization Documents, the Borrower
                           shall cause Silverleaf Finance II, Inc. to distribute
                           such funds to the Borrower and the Borrower shall
                           make payment in the amount of such distribution to
                           Textron and the Agent, for the benefit of the Banks,
                           to be applied to payment of the Textron Facilities
                           and the Loans in the order set forth in the
                           Intercreditor Agreement and, in the case of the
                           Banks, to be applied to the Tranche B Loans of the
                           Banks pro rata based upon the respective Tranche A
                           Commitment Percentages of the Banks and, upon
                           repayment in full of the Tranche B Loans, to the
                           Tranche A Loans of the Banks pro rata based on upon
                           the respective Tranche A Commitment Percentages of
                           the Banks. To the extent that the Borrower receives
                           any distributions from Silverleaf Finance II, Inc. in
                           respect of any Surplus payments, as such term is
                           defined in the Textron Securitization Documents, such
                           funds shall be used by the Borrower strictly to fund
                           the Operating Expenses in accordance with the
                           Business Plan and for no other reason, without the
                           Agent's prior written consent."

                  (e)      AMENDMENT Section 3.3. Section 3.3 is hereby amended
                           by adding thereto the following sentence after the
                           last sentence thereof:

                           "The $2,000,000 prepayment of the Tranche B Loans on
                           December 19, 2003 shall be applied to reduce the
                           Tranche B Loans of the Tranche B Banks as follows:
                           (i) $500,000 to reduce the Tranche B Loan of Liberty
                           Bank and (ii) $1,500,000 to reduce all of the Tranche
                           B Loans pro rata based upon the respective Tranche A
                           Commitment Percentages of the Banks."

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                  (f)      AMENDMENT TO Section 4.7. Section 4.7 is hereby
                           amended by replacing "the Base Rate" in the first
                           sentence thereof with "the rate of interest otherwise
                           applicable pursuant to Section 2.4".

                  (g)      AMENDMENT TO Section 5.8. Section 5.8 is hereby
                           amended and restated in its entirety as follows:

                                    "Section 5.8. RELEASE OF COLLATERAL. Upon
                           the Borrower's repayment in full of all Obligations
                           under and in respect of the Tranche B Loans, the
                           Agent shall release its security interest in and
                           mortgage on the Existing Mortgaged Property, the
                           Additional Resort Collateral, and the stock of
                           Silverleaf Finance I, Inc.; provided that (i) no
                           Default or Event of Default shall exist and (ii)
                           Heller and Textron shall be releasing simultaneously
                           their interest, if any, in such Collateral."

                  (h)      AMENDMENT TO Section 6.12. Section 6.12 is hereby
                           amended by the insertion of the following sentence
                           after the last sentence thereof:

                           "The Borrower does not intend to treat the Loans or
                           related transactions hereunder as a "reportable
                           transaction" (within the meaning of Treasury
                           Regulation Section 1.6011-4)."

                  (i)      AMENDMENT TO Section 6.34. Section 6.34 is hereby
                           amended and restated in its entirety as follows:

                                    "6.34. DZ FACILITY. The DZ Facility is in
                           full force and effect and has not been amended,
                           modified or otherwise rescinded, except as otherwise
                           consented to in writing by the Banks."

                  (j)      ADDITION OF Section 6.35. Article 6 is hereby amended
                           by the insertion of Section 6.35 after Section 6.34
                           as follows:

                                    "6.35. TEXTRON SECURITIZATION. The Textron
                           Securitization is in full force and effect and has
                           not been amended, modified or otherwise rescinded,
                           except as otherwise consented to in writing by the
                           Banks."

                  (k)      ADDITION OF Section 6.36. Article 6 is hereby amended
                           by the insertion of Section 6.36 after Section 6.35
                           as follows:

                                    "6.36. FOREIGN ASSETS CONTROL REGULATIONS,
                           ETC. None of the requesting or borrowing of the Loans
                           or the use of the proceeds of the Loans will violate
                           the Trading With the Enemy Act (50 U.S.C. Section 1
                           et seq., as amended) (the "TRADING WITH THE ENEMY
                           ACT") or any of the foreign assets control
                           regulations of the United States Treasury Department
                           (31 CFR, Subtitle B, Chapter V, as amended) (the
                           "FOREIGN ASSETS CONTROL REGULATIONS") or any enabling
                           legislation or executive order relating

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                           thereto (which for the avoidance of doubt shall
                           include, but shall not be limited to (a) Executive
                           Order 13224 of September 21, 2001 Blocking Property
                           and Prohibiting Transactions With Persons Who Commit,
                           Threaten to Commit, or Support Terrorism (66 Fed.
                           Reg. 49079 (2001)) (the "EXECUTIVE ORDER") and (b)
                           the Uniting and Strengthening America by Providing
                           Appropriate Tools Required to Intercept and Obstruct
                           Terrorism Act of 2001 (Public Law 107-56)).
                           Furthermore, neither the Borrower nor any of its
                           Subsidiaries or other Affiliates (a) is or will
                           become a "blocked person" as described in the
                           Executive Order, the Trading With the Enemy Act or
                           the Foreign Assets Control Regulations or (b) engages
                           or will engage in any dealings or transactions, or be
                           otherwise associated, with any such "blocked
                           person.""

                  (l)      AMENDMENT TO Section 7.5. Section 7.5 is hereby
                           amended by the insertion of Section 7.5.6 after
                           Section 7.5.5 as follows:

                                    "7.5.6. NOTICES CONCERNING TAX TREATMENT. In
                           the event the Borrower determines to take any action
                           inconsistent with its intention to not treat the
                           Loans and/or related transactions hereunder as a
                           "reportable transaction" (within the meaning of
                           Treasury Regulation Section 1.6011-4), it will
                           promptly notify the Agent in writing thereof and will
                           provide the Agent with a duly completed copy of IRS
                           Form 8886 or any successor form. The Borrower
                           acknowledges that one or more of the Banks may treat
                           its Loans as part of a transaction that is subject to
                           Treasury Regulation Section 1.6011-4 or Section
                           301.6112-1, and the Agent and such Bank or Banks, as
                           applicable, will file such IRS forms and maintain
                           such lists and other records as they may determine is
                           required by such Treasury Regulations."

                  (m)      AMENDMENT TO Section 7.11. Section 7.11 is hereby
                           amended by adding the following sentence after the
                           last senteNce thereof:

                           "On an annual basis, the Borrower shall provide the
                           Agent with written certification that the
                           underwriting criteria as approved by the Agent
                           remains in full force and effect and has not been
                           revised or altered without the Agent's consent."

                  (n)      AMENDMENT TO Section 7.20. Section 7.20 is hereby
                           amended by amending and restating the first sentence
                           thereof as follows:

                           "The Borrower will enter into the Standby Management
                           Agreement on or before the Closing Date and will
                           maintain such agreement in full force and effect
                           until the Tranche A Maturity Date. In the event that
                           such agreement for the Standby Manager expires before
                           the Tranche A Maturity Date, such agreement shall be
                           extended or shall be replaced,

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                           before its expiration, with an agreement for a
                           Standby Manager that expires no sooner than the
                           Tranche A Maturity Date."

                  (o)      AMENDMENT TO Section 7.25. Section 7.25 is hereby
                           amended and restated in its entirety as follows:

                           "7.25 NET SECURITIZATION CASH FLOW. The Borrower will
                           cause Silverleaf Finance I, Inc. to declare, at least
                           quarterly, a cash dividend payable to the Borrower in
                           an amount equal to the Net Securitization Cash Flow
                           in respect of Silverleaf Finance I, Inc. for such
                           quarter. If no Default or Event of Default has
                           occurred, the Borrower agrees to use such dividends
                           for payment of Operating Expenses as provided in the
                           Business Plan and for no other purpose. If a Default
                           or Event of Default has occurred, then all such
                           dividends shall be paid directly to the Agent, as
                           agent for the Banks, and applied by the Agent to
                           repayment of the Tranche B Loans of the Banks pro
                           rata based upon the respective Tranche A Commitment
                           Percentages of the Banks and, upon repayment in full
                           of the Tranche B Loans, to the Tranche A Loans of the
                           Banks pro rata based on upon the respective Tranche A
                           Commitment Percentages of the Banks.

                                    The Borrower will cause Silverleaf Finance
                           II, Inc. to declare, at least quarterly, a cash
                           dividend payable to the Borrower and/or the Borrower
                           shall collect a payment in respect of the
                           Subordinated Note in an aggregate amount equal to the
                           Net Securitization Cash Flow in respect of Silverleaf
                           Finance II, Inc. for such quarter. If no Default or
                           Event of Default has occurred, the Borrower agrees to
                           use such dividends or payments for payment of
                           Operating Expenses as provided in the Business Plan
                           and for no other purpose. If a Default or Event of
                           Default has occurred, then all such dividends or
                           payments shall be paid directly to the Agent, as
                           agent for the Banks, and applied by the Agent to
                           repayment of the Tranche B Loans of the Banks pro
                           rata based upon the respective Tranche A Commitment
                           Percentages of the Banks and, upon repayment in full
                           of the Tranche B Loans, to the Tranche A Loans of the
                           Banks pro rata based on upon the respective Tranche A
                           Commitment Percentages of the Banks.

                                    The Borrower shall provide the Agent with
                           notice if either Silverleaf Finance I, Inc. or
                           Silverleaf Finance II, Inc. declares a dividend or
                           the Borrower collects any amounts in respect of the
                           Subordinated Note, together with a certification
                           that: (i) states whether a Default or an Event of
                           Default exists and (ii) contains a calculation of the
                           Net Securitization Cash Flow."

                  (p)      AMENDMENT TO Section 7.27. Section 7.27 is hereby
                           amended by the insertion of ", Textron
                           Securitization," after The words "DZ Bank
                           Securitization" in

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                           the title thereof, and further amended by the
                           insertion of ", Textron Securitization Documents"
                           after the words "DZ Bank Documents."

                  (q)      AMENDMENT TO Section 8.3(e). Section 8.3(e) is hereby
                           amended by the insertion of "and the Textron
                           SecuritizatioN," after the words "DZ Bank
                           Securitization."

                  (r)      AMENDMENT TO Section 8.5.2. Section 8.5.2 is hereby
                           amended by the insertion of ", the Textron
                           Securitization" afTer each occurrence of the words
                           "DZ Bank Securitization" therein.

                  (s)      AMENDMENT TO Section 8.12. Section 8.12 is hereby
                           amended and restated in its entirety as follows:

                                    "8.12. TRANSACTIONS WITH AFFILIATES. Except
                           as provided in the Textron Securitization Documents,
                           the Borrower will not, and will not permit any of its
                           Subsidiaries to, engage in any transaction with any
                           Affiliate (other than for services as employees,
                           officers and directors), including any contract,
                           agreement or other arrangement providing for the
                           furnishing of services to or by, providing for rental
                           of real or personal property to or from, or otherwise
                           requiring payments to or from any such Affiliate or,
                           to the knowledge of the Borrower, any corporation,
                           partnership, trust or other entity in which any such
                           Affiliate has a substantial interest or is an
                           officer, director, trustee or partner, on terms more
                           favorable to such Person than would have been
                           obtainable on an arm's-length basis in the ordinary
                           course of business."

                  (t)      AMENDMENT TO Section 8.16. Section 8.16 is hereby
                           amended and restated in its entirety as follows:

                                    "8.16 TIME SHARE INSTRUMENTS; REQUIRED
                           CONSUMER LOAN DOCUMENTATION; MANAGEMENT AGREEMENTS.
                           Without the Agent's prior written consent, which
                           consent shall not be unreasonably withheld as to
                           changes necessary to implement the Business Plan, the
                           Borrower shall not amend, modify or terminate any of
                           the Timeshare Declarations or the Timeshare
                           Documents, or any other restrictive covenants,
                           agreements or easements regarding the Eligible
                           Projects (except for routine non-substantive
                           modifications which have no impact on the Collateral
                           and except for amendments or modifications of the
                           Timeshare Documents and/or Declarations listed and
                           described on EXHIBIT P). Other than pursuant to the
                           Security Documents, the Borrower shall not assign any
                           of its rights under any Timeshare Instrument or
                           Management Agreement, including, without limitation,
                           the Borrower shall not assign its rights as
                           "developer" under the Timeshare Declarations. The
                           Borrower shall not file or permit to be filed any
                           additional covenants, conditions, easements or
                           restrictions against or affecting the Eligible
                           Projects (or any portion thereof). The

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                           Borrower shall not cause or permit any amendment to
                           or modification of the form or terms of the Required
                           Consumer Loan Documentation, except as otherwise
                           permitted by this Credit Agreement."

                  (u)      AMENDMENT TO Section 8.19. Section 8.19 is hereby
                           amended by the insertion of "the Textron
                           Securitization DocumentS," after the words "DZ Bank
                           Documents," and further amended by the insertion of
                           the words "the Textron Securitization," after the
                           words "DZ Bank Securitization,".

                  (v)      ADDITION OF Section 8.22. Article 8 is hereby amended
                           by the insertion of Section 8.22 after Section 8.21
                           as follows:

                                    "8.22. LOAN RISK RATIO. As of the last day
                           of each fiscal quarter, the Borrower will not permit
                           for any Reference Period the ratio, expressed as a
                           percentage, of (a) the outstanding principal amount
                           of all loans made by the Borrower to consumer
                           borrowers with FICO Credit Bureau Scores of less than
                           600 during the applicable Reference Period to (b) the
                           aggregate principal amount of all consumer loans made
                           by the Borrower to consumer borrowers during the
                           applicable Reference Period to be greater than thirty
                           percent (30%). For the purposes hereof, any consumer
                           borrower that does not have a FICO Credit Bureau
                           Score shall be treated as a consumer borrower with a
                           FICO Credit Bureau Score of less than 600. In the
                           event that, as of the last day of any fiscal quarter,
                           such ratio is greater than twenty-five percent (25%),
                           the Borrower hereby agrees that, at the Agent's
                           request and at the Borrower's expense, the Banks may
                           conduct an audit of the Borrower in accordance with
                           Section 7.9.1 hereof (and such audit shall not count
                           against the annual audit limit set forth in
                           Section 7.9.1)."

                  (w)      ADDITION OF Section 8.23. Article 8 is hereby amended
                           by the insertion of Section 8.23 after Section 8.22
                           as follows:

                                    "8.23. MODIFIED PAYMENT PLANS. In the event
                           that, at any time, the aggregate principal amount of
                           the Modified Consumer Loans exceeds either the
                           applicable percentage set forth in clause (c)(i) of
                           the definition of "Eligible Consumer Loan Amount" or
                           the dollar amount set forth in clause (c)(ii) of the
                           definition of "Eligible Consumer Loan Amount", then
                           no Eligible Consumer Loans pledged to the Agent may
                           be modified in any respect until such time as the
                           aggregate principal amount of the Modified Consumer
                           Loans does not exceed either the applicable
                           percentage in clause (c)(i) or the dollar amount in
                           clause (c)(ii) of the definition of "Eligible
                           Consumer Loan Amount"."

                  (x)      AMENDMENT TO Section 9.5. Section 9.5 is hereby
                           amended and restated as follows:

                                       11

<PAGE>

                                    "9.5. PROFITABLE OPERATIONS. The Borrower
                           will not permit Consolidated Net Income (a) for any
                           fiscal year, commencing with the fiscal year ending
                           December 31, 2002, to be less than $1.00 and (b) for
                           any two consecutive fiscal quarters (reviewed on an
                           individual rather than on an aggregate basis) to be
                           less than $1.00."

                  (y)      AMENDMENT TO Section 10.2.2. Section 10.2.2 is hereby
                           amended by deleting the words "(the "INTERCREDITOR
                           AGREEMENT)" therefrom.

                  (z)      AMENDMENT AND RESTATEMENT OF Section 12.1(g). Section
                           12.1(g) is hereby amended and restated in its
                           entirety as follows:

                                    "(g) an event of default shall occur under
                           the DZ Bank Securitization, the Textron
                           Securitization, the Heller Facility, the Textron
                           Facility or the New Notes."

                  (aa)     AMENDMENT AND RESTATEMENT OF Section 12.1(z). Section
                           12.1(z) is hereby amended and restated in its
                           entirety as follows:

                                    "(z) DZ Bank and Textron do not purchase
                           loans in substantially the amounts and during the
                           periods specified in the Business Plan or if the
                           proceeds of such purchases are insufficient to make
                           the principal payments described in Section 3.2
                           hereof or if the Borrower fails to apply such
                           proceeds to repayment of the Loans as provided in
                           Section 3.2 hereof."

                  (bb)     AMENDMENT TO Section 14.1(d). Section 14.1(d) is
                           hereby amended and restated in its entirety as
                           follows:

                                    "(d) Each of the Banks and the Borrower
                           hereby acknowledges the terms of each of the
                           Intercreditor Agreement and the SFII Subordination
                           Agreement and further acknowledges that certain
                           rights and remedies hereunder (including those set
                           forth in Sections 3.2(c) and, in the case of the
                           Intercreditor Agreement only, 12.4 hereof) are
                           subjEct to the terms of the Intercreditor Agreement
                           and the SFII Subordination Agreement. Each of the
                           Banks hereby authorizes the Agent to execute, deliver
                           and perform the Intercreditor Agreement, the
                           Intercreditor Amendment and the SFII Subordination
                           Agreement in its capacity as Agent for the Banks. The
                           Agent and the Banks hereby agree that Agent shall
                           act, or refrain from acting, as a "Lender" under the
                           Intercreditor Agreement or as "Second Group One
                           Agent" under the SFII Subordination Agreement at the
                           direction of the Required Banks (except that the
                           Agent may act, or refrain from acting, with respect
                           to the Existing Mortgaged Property solely at the
                           direction of Sovereign), and that all amounts
                           received by the Agent under the Intercreditor
                           Agreement and the SFII Subordination Agreement shall

                                       12

<PAGE>

                           be applied to the Obligations in accordance with the
                           terms of this Credit Agreement."

                  (cc)     ADDITION OF Section 14.11. Article 14 is hereby
                           amended by the insertion of Section 14.11 after
                           Section 14.10 as follows:

                                    "14.11. AGENT MAY FILE PROOFS OF CLAIM.

                                    (a)      In case of the pendency of any
                           receivership, insolvency, liquidation, bankruptcy,
                           reorganization, arrangement, adjustment, composition
                           or other judicial, administrative or like proceeding
                           or any assignment for the benefit of creditors
                           relative to the Borrower or any of its Subsidiaries,
                           the Agent (irrespective of whether the principal of
                           any Loan shall then be due and payable as herein
                           expressed or by declaration or otherwise and
                           irrespective of whether the Agent shall have made any
                           demand on the Borrower) shall be entitled and
                           empowered, by intervention in such proceeding, under
                           any such assignment or otherwise:

                                    (i)      to file and prove a claim for the
                           whole amount of the principal and interest owing and
                           unpaid in respect of the Loans and all other
                           Obligations that are owing and unpaid and to file
                           such other documents as may be necessary or advisable
                           in order to have the claims of the Banks and the
                           Agent (including any claim for the compensation,
                           expenses, disbursements and advances of the Banks and
                           the Agent and their respective agents and counsel and
                           all other amounts due the Banks and the Agent under
                           Section 15.1) allowed in such proceeding or under any
                           such assignment; and

                                    (ii)     to collect and receive any monies
                           or other property payable or deliverable on any such
                           claims and to distribute the same.

                                    (b)      Any custodian, receiver, assignee,
                  trustee, liquidator, sequestrator or other similar official in
                  any such proceeding or under such assignment is hereby
                  authorized by each Bank to make such payments to the Agent
                  and, in the event that the Agent shall consent to the making
                  of such payments directly to the Banks, nevertheless to pay to
                  the Agent any amount due for the compensation, expenses,
                  disbursements and advances of the Agent and its agents and
                  counsel, and any other amounts due the Agent under Section
                  15.1.

                                    (c)      Nothing contained herein shall
                  authorize the Agent to consent to or accept or adopt on behalf
                  of any Bank any plan of reorganization, arrangement,
                  adjustment or composition affecting the Obligations owed to
                  such Bank or the rights of any Bank or to authorize the Agent
                  to vote in respect of the claim of any Bank in any such
                  proceeding or under any such assignment."

                                       13

<PAGE>

                  (dd)     AMENDMENT TO ARTICLE 23. Article 23 is hereby amended
                           by the amendment and restatement of the first
                           sentence thereof as follows:

                                    "The Borrower hereby knowingly, voluntarily
                           and intentionally waives the right to a trial by jury
                           in respect of any claim based hereon, arising out of,
                           under or in connection with this Credit Agreement,
                           the Notes or any of the other Loan Documents, or any
                           course of conduct, course of dealing, statements
                           (whether verbal or written) or actions of any party.
                           This waiver constitutes a material inducement for the
                           Banks to make the Loans."

                  (ee)     ADDITION OF ARTICLE 30. The Credit Agreement is
                           hereby amended by the insertion of Article 30 after
                           Article 29 as follows:

                           "30. REPLACEMENT DOCUMENTS

                                    Upon receipt of an affidavit of an officer
                           of a Bank as to the loss, theft, destruction or
                           mutilation of a Note or any other security document
                           which is not of public record, the Borrower will
                           issue, in lieu thereof, a replacement Note or other
                           document in the same principal amount thereof and
                           otherwise of like tenor."

                  (ff)     AMENDMENT TO THE SCHEDULES AND EXHIBITS.

                           (1)  Exhibit A to the Credit Agreement is hereby
                                deleted in its entirety and replaced with
                                Exhibit A hereto.

                           (2)  Exhibit L to the Credit Agreement is hereby
                                deleted in its entirety and replaced with
                                Exhibit L hereto.

                           (3)  Exhibit O attached hereto is hereby inserted
                                into the Credit Agreement after Exhibit N.

                           (4)  Exhibit P attached hereto is hereby inserted
                                into the Credit Agreement after Exhibit O.

                           (5)  Schedule 1 of the Credit Agreement is hereby
                                deleted in its entirety and replaced with
                                Schedule 1 hereto.

                           (6)  Schedule 1.1(a) of the Credit Agreement is
                                hereby amended by adding thereto the items and
                                language set forth on Schedule 1.1(a)(A) hereto.

                           (7)  Schedule 1.1(b) of the Credit Agreement is
                                hereby amended by adding thereto the items and
                                language set forth on Schedule 1.1(b)(B).

                                       14

<PAGE>

                           (8)  Schedule 1.1(c) of the Credit Agreement is
                                hereby amended by adding thereto the items and
                                language set forth on Schedule 1.1(c)(C).

                           (9)  Schedule 1.1(e) attached hereto is hereby
                                inserted into the Credit Agreement after
                                Schedule 1.1(d).

                           (10) Schedule 2.2 of the Credit Agreement is hereby
                                deleted in its entirety and replaced with
                                Schedule 2.2 hereto.

                           (11) Schedules 6.21(a) and 6.21(b) of the Credit
                                Agreement are hereby deleted in their entirety
                                and replaced with Schedules 6.21(a) and 6.21(b)
                                hereto.

         4.       CONSENT TO AMENDMENT OF OTHER DEBT FACILITIES AND TEXTRON
SECURITIZATION. The Agent and the Banks hereby consent to (a) the amendments to
the Textron Documents in the forms attached hereto as EXHIBIT B, (b) the entry
by the Borrower into the Textron Securitization Documents in the forms attached
hereto as EXHIBIT C, (c) the amendment of the Intercreditor Agreement in the
form attached hereto as EXHIBIT D, and (d) the amendment to the DZ Bank Facility
in the form attached hereto as EXHIBIT E.

         6.       CLOSING FEE. In consideration of the amendments, consent and
the waivers set forth herein, the Borrower hereby agrees to pay to the Agent,
for the benefit of the Banks and to be shared between the Banks as agreed, on or
prior to the closing date a closing fee in amount equal to 0.50% of the Total
Commitment on the date hereof (the "CLOSING FEE"). The Closing Fee will be
fully-earned on the Effective Date and will be non-refundable.

         7.       CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective unless on or prior to December 31, 2003 the following conditions
precedent have been satisfied:

                  (a) the Agent shall have received this Amendment duly executed
         and delivered by the Borrower, the Agent, and the Banks;

                  (b) the Agent shall have received copies of the documents
         attached hereto as EXHIBITS B, C, D AND E duly executed and delivered
         by the parties thereto and in form and substance satisfactory to the
         Agent, and each of the Textron Facility, the Heller Facility, the DZ
         Bank Securitization and the Textron Securitization shall be in full
         force and effect and available to the Borrower;

                  (c) the Agent shall have received evidence, in form and
         substance satisfactory to the Agent, that the consent of each party
         entitled to consent to this Amendment pursuant to the terms of the
         Textron Documents, the Heller Documents, and any other document
         evidencing any other Indebtedness of the Borrower shall have been
         obtained;

                                       15

<PAGE>

                  (d) the Agent shall have received from the Borrower and
         Silverleaf Finance II, Inc. (i) a copy, certified by a duly authorized
         officer of such Person to be true and complete on the Effective Date,
         of each of (A) its charter or other incorporation documents as in
         effect on such date of certification and (B) its by-laws or other
         governing documents as in effect on such date, and (ii) good standing
         certificates for the Borrower from its jurisdiction of incorporation
         and each jurisdiction in which an Eligible Project is located and a
         good standing certificate for Silverleaf Finance II, Inc. from the
         Secretary of State of the State of Delaware;

                  (e) the Agent shall have received satisfactory evidence that
         all corporate action necessary for the valid execution, delivery and
         performance by the Borrower of this Amendment and any other documents
         delivered in connection herewith has been duly and effectively taken;

                  (f) the Agent shall have received an incumbency certificate
         from the Borrower, dated as of the Effective Date, signed by a duly
         authorized officer of the Borrower and giving the name and bearing a
         specimen signature of each individual who shall be authorized: to sign,
         in the name and on behalf of the Borrower, this Amendment and each of
         the other documents to which the Borrower is or is to become a party;

                  (g) the Agent shall have received from the Borrower a
         Borrowing Base Certificate dated as of the Effective Date;

                  (h) the Agent shall have received a favorable opinion of
         counsel addressed to the Banks and the Agent, dated as of the Effective
         Date, in form and substance satisfactory to the Banks and the Agent,
         from Meadow, Owens, Collier, Reed, Cousins & Blau, L.L.P., counsel to
         the Borrower and its Subsidiaries;

                  (i) all interest and fees due and owing to the Banks shall be
         paid in full prior to the Effective Date;

                  (j) the Borrower shall have repaid principal amounts under the
         Tranche A Loans and the Tranche B Loans in an aggregate amount to
         enable the outstandings under such Loans to be below $35,000,000 and
         $5,411,718, respectively;

                  (k) Sovereign shall have received from Textron, as agent under
         the Textron Facility, a $1,812,465.85 payment to Sovereign's term loan
         component of the Textron Facility, such that all of Sovereign's
         commitments under the term loan component of the Textron Facility shall
         have been paid in full and terminated;

                  (l) all information and documents heretofore delivered by the
         Borrower to the Banks, shall remain true and correct in all respects
         and except as disclosed by the Borrower in writing prior to the date
         hereof, and no material change shall have occurred in the properties,
         assets, liabilities, financial condition or business of the

                                       16

<PAGE>

         Borrower or any of its Subsidiaries since September 30, 2003, other
         than as expressly provided in Section 8(c) hereof;

                  (m) the Agent shall have received (i) a stock pledge agreement
         with respect to the stock of Silverleaf Finance II, Inc. in form and
         substance satisfactory to the Agent and duly executed and delivered by
         the Borrower and Textron with respect to the stock of Silverleaf
         Finance II, Inc., (ii) an amendment to the Stock Pledge Agreement,
         dated as of April 30, 2002, between the Borrower and the Agent, in form
         and substance satisfactory to the Agent and duly executed and delivered
         by the Borrower, (iii) an amendment to the Security Agreement in form
         and substance satisfactory to the Agent and duly executed and delivered
         by the Borrower, and (iv) any amendments to the UCC financing
         statements filed pursuant to the Security Documents deemed necessary or
         advisable by the Agent;

                  (n) the Security Documents shall be effective to create in
         favor of the Agent a legal, valid and enforceable first priority or
         second priority security interest in the Collateral, as required by the
         applicable Security Document (except for Permitted Liens entitled to
         priority under applicable law);

                  (o) the Agent shall have received from the Borrower a
         statement of all material litigation pending or threatened against the
         Borrower or its Subsidiaries which has not been previously disclosed to
         the Agent;

                  (p) the Agent and the Banks shall have received evidence
         satisfactory to the Agent and the Banks that the Textron Securitization
         has closed on terms and conditions both set forth in the Textron
         Securitization Term Sheet and satisfactory to the Agent and the Banks,
         that the Textron Securitization has been documented in form and
         substance satisfactory to the Agent and the Banks, and that the Textron
         Securitization has resulted in the removal and prepayment of
         approximately $23,000,000 of Eligible Consumer Loans under the Credit
         Agreement. The Borrower shall have delivered to the Banks copies of all
         executed documents related to the Textron Securitization certified by
         the Borrower to be true, correct and complete as of the Effective Date;

                  (q) the Agent shall have received an updated Business Plan
         from the Borrower, in form and substance satisfactory to the Agent and
         the Banks, which Business Plan shall be in effect in all material
         respects as of the Effective Date and shall cover the period of
         business of the Borrower through the date that is five (5) years from
         the Effective Date and which Business Plan shall have been approved by
         the Board of Directors of the Borrower;

                  (r) the maturity date of the DZ Bank Facility shall have been
         extended pursuant to documentation in form and substance satisfactory
         to the Agent and the Banks;

                                       17

<PAGE>

                  (s) the Agent shall have received the Closing Fee from the
         Borrower in immediately available funds; and

                  (t) the Borrower shall have reimbursed the Agent for, or paid
         directly, all reasonable fees, costs, and expenses incurred by legal
         counsel to the Agent and legal counsel to Liberty Bank for which the
         Borrower has received an invoice.

The date on which all such conditions shall have been met, as determined by the
Agent, shall be the effective date of this Amendment (the "EFFECTIVE DATE").

         8.       REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The Borrower
hereby represents and warrants to the Banks and the Agent as follows:

                  (a)      Representations and Warranties in Credit Agreement.
         Each of the representations and warranties of the Borrower contained in
         the Credit Agreement or in any document or instrument delivered
         pursuant to or in connection with the Credit Agreement (including,
         without limitation, this Amendment) are true, correct and complete as
         of the date hereof and no Default or Event of Default has occurred and
         is continuing.

                  (b)      Authority, No Conflicts, Etc. The execution, delivery
         and performance of this Amendment (i) are within the corporate
         authority of the Borrower, (ii) have been duly authorized by all
         necessary corporate proceedings on behalf of the Borrower, (iii) do not
         conflict with or result in any breach or contravention of any provision
         of law, statute, rule, or regulation to which the Borrower is subject
         or any judgment, order, writ, injunction, license, or permit applicable
         to the Borrower, and (iv) do not conflict with any provision of the
         corporate charter or bylaws of the Borrower or any agreement or other
         instrument binding upon the Borrower. The execution, delivery, and
         performance of this Amendment will result in a valid and legally
         binding obligation of the Borrower enforceable against it in accordance
         with the terms and provisions hereof.

                  (c)      No Material Adverse Change; No Distributions. Except
         as otherwise disclosed by the Borrower to the Banks in writing and
         except for any adverse effects caused by the $28,711,000 increase in
         the Borrower's loan loss reserve for the fiscal quarter ended March 31,
         2003, and subject to the qualifications set forth in Section 6.6.2 of
         the Credit Agreement, since December 31, 2002, there has occurreD no
         materially adverse change in the financial condition or business of the
         Borrower and its Subsidiaries as shown on or reflected in the
         consolidated balance sheet of the Borrower and its Subsidiaries as at
         December 31, 2002, or the consolidated statement of income as of such
         date, other than changes in the ordinary course of business that have
         not had any materially adverse effect either individually or in the
         aggregate on the business or financial condition of the Borrower or any
         of its Subsidiaries. Since September 30, 2001, the Borrower has not
         made any Distribution.

                                       18

<PAGE>

                  (d)      Litigation. Except as set forth Schedule 8(d) hereto,
         there are no actions, suits, proceedings or investigations of any kind
         pending or threatened against the Borrower or any of its Subsidiaries
         before any court, tribunal or administrative agency or board that, if
         adversely determined, might, either in any case or in the aggregate,
         materially adversely affect the properties, assets, financial condition
         or business of the Borrower or any of its Subsidiaries or materially
         impair the right of the Borrower or any of its Subsidiaries, to carry
         on business substantially as now conducted by them, or result in any
         substantial liability not adequately covered by insurance, or for which
         adequate reserves are not maintained on the consolidated balance sheet
         of the Borrower, or which question the validity of the Credit Agreement
         or any of the other Loan Documents, or any action taken or to be taken
         pursuant hereto or thereto.

         9.       EFFECT OF AMENDMENT. Except as expressly set forth herein,
this Amendment does not constitute an amendment or waiver of any term or
condition of the Credit Agreement or any other Loan Document, and all such terms
and conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects. Nothing contained in this Amendment shall be
construed to imply a willingness on the part of the Agent or any Bank to grant
any similar or other future amendments of any of the provisions of the Credit
Agreement or the other Loan Documents. Nothing contained herein shall in any way
prejudice, impair or otherwise adversely affect any rights or remedies of the
Agent and the Banks under the Credit Agreement or any other Loan Document.

         10.      COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which taken together shall constitute one agreement.

         11.      SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the successors and permitted assigns of the parties
hereto.

         12.      GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Massachusetts,
without regard to principles of conflicts of law.

         13.      RELEASE. In order to induce the Agent and the Banks to enter
into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower
has no claims or causes of action against either the Agent or any Bank (or any
of their respective directors, officers, employees or agents); (ii) the Borrower
has no offset right, counterclaim or defense of any kind against any of its
obligations, indebtedness or liabilities to either the Agent or any Bank; and
(iii) each of the Agent and the Banks has heretofore properly performed and
satisfied in a timely manner all of its obligations to the Borrower. The
Borrower wishes to eliminate any possibility that any past conditions, acts,
omissions, events, circumstances or matters would impair or otherwise adversely
affect either of the Agent's or any Bank's rights, interests, contracts,
collateral security or remedies. Therefore, the Borrower unconditionally
releases, waives and forever discharges (A) any and all liabilities,
obligations, duties, promises or indebtedness of any kind of the Agent or any
Bank to the Borrower, except the obligations to be performed by the Agent or any
Bank on or after the

                                       19

<PAGE>

date hereof as expressly stated in the Credit Agreement and the other Loan
Documents, and (B) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), whether arising at law or in equity, whether known
or unknown, which the Borrower might otherwise have against the Agent, any Bank
or any of their respective directors, officers, employees or agents, in either
case (A) or (B), on account of any past or presently existing condition, act,
omission, event, contract, liability, obligation, indebtedness, claim, cause of
action, defense, circumstance or matter of any kind.

                  [Remainder of page intentionally left blank.]

                                       20

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
an instrument under seal to be effective as of the date first above written.

                                                BORROWER:

                                                SILVERLEAF RESORTS, INC.

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

                                                AGENT AND BANK:

                                                SOVEREIGN BANK

                                                By:   /S/ JOHN BAER
                                                    ----------------------------
                                                  Name:  John Baer
                                                  Title: Vice President

                                                BANK:

                                                LIBERTY BANK

                                                By:   /S/ JASON GORDON
                                                    ----------------------------
                                                  Name:  Jason Gordon
                                                  Title: Vice President

List of Exhibits and Schedules:

Schedule 1         Commitments

Schedule 1.1(a)(A) Update to Heller Documents

Schedule 1.1(b)(B) Update to Textron Documents

Schedule 1.1(c)(C) Update to DZ Bank Documents

Schedule 1.1(e)    Textron Securitization Documents

Schedule 2.2       Tranche B Amortization Table

Schedule 6.21(a)   Subsidiaries

Schedule 6.21(b)   Joint Ventures

<PAGE>

Schedule 8(d)      Schedule of Pending Material Litigation

Exhibit A          Form of Borrowing Base Certificate

Exhibit B          Amendments to Textron Documents

Exhibit C          Textron Securitization Documents

Exhibit D          Amendment to Intercreditor Agreement

Exhibit E          Amendment to DZ Bank Facility

Exhibit L          Business Plan

Exhibit O          Textron Securitization Term Sheet

Exhibit P          Timeshare Documents and Declarations