<PAGE>

                                                                       Ex. 10.53

                                   [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:      $10,200,000 credit facility [Tranche C] (the "Loan") provided to
         Silverleaf Resorts, Inc. ("Borrower") pursuant to that certain Loan and
         Security Agreement (Tranche C) dated as of April 17, 2001, as amended
         by First Amendment to Loan and Security Agreement dated as of April 30,
         2002, as further amended by Letter Amendment dated March 27, 2003, and
         as further amended by Second Amendment to Loan and Security Agreement
         dated as of December 19, 2003, by and among Borrower and Textron
         Financial Corporation ("TFC") (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.

         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

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                  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 2.7 of the Loan Agreement is hereby deleted in its
                  entirety and in its place instead is substituted the
                  following:

                  "2.7     MAXIMUM OBLIGATION OF TEXTRON FINANCIAL CORPORATION
                  UNDER THE LOAN, THE EXISTING CREDIT 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
                  Tranche A Credit Facility, the Tranche B 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 Tranche A Credit
                  Facility or the Tranche B Credit Facility), to the Borrower
                  under this Agreement, the Tranche A Credit Facility, the
                  Tranche B 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 7.4(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.

         2.       All references to the term "Inventory Loan Note" in the Loan
                  Documents shall mean: (i) that certain Amended and Restated
                  Secured Promissory
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                  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