Silverleaf Announces Transaction with Grace Brothers, Ltd.

DALLAS--(Business Wire)--
Silverleaf Resorts, Inc. (NASDAQ: SVLF) today announced completion of purchase
and exchange transactions involving $13.5 million of its 8% senior subordinated
notes due 2010 ("Old Notes") held by Grace Brothers, Ltd. and one of its
wholly-owned subsidiaries. The terms of the note purchase and note exchange
transactions were previously announced on May 14, 2009. Silverleaf has purchased
$3.5 million of the Old Notes for $3.5 million, plus accrued interest, and has
exchanged $10.0 million of Silverleaf`s newly-issued Senior subordinated notes
due 2012 ("New Notes") currently held by Grace Brothers for $10.0 million of the
Old Notes and paid accrued interest on the Old Notes exchanged.

As a result of these transactions, there were approximately $8.5 million in
Silverleaf`s Old Notes and $10.0 million in Silverleaf`s New Notes outstanding
at June 30, 2009. The Old Notes are due on April 1, 2010 and the New Notes will
be due on April 1, 2012. Wells Fargo Bank serves as indenture trustee for both
the Old Notes and the New Notes.

About Silverleaf Resorts

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and operates
timeshare resorts with a wide array of country club-like amenities, such as
golf, clubhouses, swimming, tennis, boating, and many organized activities for
children and adults. For additional information, please visit
www.silverleafresorts.com.

Forward-Looking Statements

This release contains certain forward-looking statements that involve risks and
uncertainties and actual results may differ materially from those anticipated.
The Company is subject to specific risks associated with the timeshare industry,
the regulatory environment, and various economic factors. These risks and others
are more fully discussed under the heading "Risk Factors" in the Company`s
reports filed with the Securities and Exchange Commission, including the
Company`s 2008 Annual Report on Form 10-K filed on March 10, 2009.

For more information or to visit our website, click here:
http://www.b2i.us/irpass.asp?BzID=1358&Nav=0&S=0&L=1.

Silverleaf Resorts, Inc., Dallas
Thomas J. Morris, 214-631-1166 x2212

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