UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(d~~earliest event reported): OFFebruary 3, 2011

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 22, 2010

Silverleaf Resorts, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of incorporation)

(Exact name of registrant as specified in its charter)


1-13003		75-2259890

(Commission File Number)		(IRS Employer Identification Number)

Texas


1221 River Bend Drive, Suite 120, Dallas, Texas		75247

(Address of principal executive offices)		(Zip Code)

214-631-1166

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

(State or other jurisdiction of incorporation)

1-13003		75-2259890
(Commission File Number)		(IRS Employer Identification Number)
1221 River Bend Drive, Suite 120, Dallas, Texas		75247
(Address of principal executive offices)		(Zip Code)
	214-631-1166
	(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

~~[ ]~~ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

OnAgreement ~~December 27, 2010, the Registrant completed two term securitizations through its newly-formed~~ and ~~fully~~Plan ~~consolidated~~of ~~special purpose finance subsidiaries, Silverleaf Finance VIII, LLC (“SF-VIII”) and Silverleaf Finance IX, LLC (“SF-IX”), both Delaware limited liability companies.~~ Merger

On February 3, 2011, Silverleaf ~~Finance~~Resorts, ~~VIII~~Inc., (the “Registrant”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SL Resort Holdings Inc., a Delaware corporation (“Parent”), and Resort Merger Sub, Inc., a Texas Corporation (“Merger Sub”). Parent and Merger Sub are affiliates of Cerberus Capital Management, L.P. (“Cerberus”). Cerberus Series Four Holdings, LLC, a Delaware limited liability company, a separate affiliate of Cerberus, issued a limited guarantee (the “Limited Guarantee”) in favor of the Registrant to provide equity financing for the full amount of the merger consideration.

~~SF-VIII~~ Under ~~was~~the ~~formed~~terms ~~for~~and ~~the~~conditions ~~purpose~~ of ~~issuing~~the ~~approximately~~Merger ~~$104.4~~Agreement, ~~million~~the ofRegistrant ~~its~~will ~~Timeshare~~be ~~Loan-Backed~~merged ~~Notes~~with ~~Series~~the Merger ~~2010-B~~Sub ~~(“Series~~and ~~2010-B~~will ~~Notes”)~~be inthe asurviving ~~private~~entity ~~placement~~following tothe ~~institutional~~merger ~~purchasers~~(the ~~through BB&T Capital Markets~~“Merger”). The ~~Series~~Merger ~~2010-B~~was approved ~~Notes~~by ~~were~~the ~~issued~~Registrant’s ~~pursuant~~Board toof aDirectors, ~~separate~~and ~~indenture~~the byBoard ~~and~~of ~~among~~Directors ~~the~~will ~~Registrant,~~recommend asthat the ~~servicer~~shareholders ofapprove the ~~timeshare~~Merger. ~~loans,~~Under ~~SF-VIII~~the asMerger ~~issuer~~Agreement, ~~and~~the ~~Wells~~Registrant’s ~~Fargo~~shareholders will ~~Bank,~~receive ~~National~~$2.50 ~~Association,~~in ascash ~~indenture~~for ~~trustee,~~each ~~custodian,~~share ~~backup~~of ~~servicer,~~the ~~and~~Registrant’s ~~account~~common ~~intermediary.~~stock ~~The~~they ~~Series~~own, ~~2010-B~~representing ~~Notes~~a premium ~~were~~of ~~issued~~approximately in75% ~~two~~based ~~classes~~on ~~with~~the aclosing ~~blended~~trading ~~coupon~~price ~~rate~~ of 6$1.~~47%~~43 ~~and~~of athe ~~final~~Registrant’s ~~maturity~~common stock ~~date~~on ofFebruary 3, ~~May 2022~~2011.

The ~~Series~~Registrant ~~2010-B~~engaged ~~Notes~~Gleacher ~~are~~& ~~secured~~Company bySecurities, ~~approximately $126~~Inc.2 ~~million~~(“Gleacher”) inas ~~timeshare~~its ~~loans~~financial advisor ~~sold~~in toconnection ~~SF-VIII~~with by the ~~Registrant and one of the Registrant's other fully consolidated special purpose finance subsidiaries~~Merger. The ~~timeshare loans sold to SF-VIII were previously pledged as collateral by the~~ Registrant’s ~~under~~Board ~~revolving credit facilities with senior lenders, or previously sold by the Registrant to certain~~ of ~~its~~Directors ~~other~~received ~~fully~~an ~~consolidated special purpose finance subsidiaries. The cash proceeds~~ opinion from ~~the~~Gleacher ~~sale~~that of the ~~timeshare~~consideration ~~loans~~ to ~~SF-VIII~~be ~~were~~paid ~~primarily used~~ to ~~repay~~shareholders ~~approximately $94.8 million~~ in ~~consolidated indebtedness to senior lenders. A portion of~~ the ~~initial proceeds was used for deposits in required cash reserve accounts and payment of certain~~ transaction ~~fees~~is ~~and~~fair ~~expenses.~~from ~~All~~a financial ~~timeshare~~point ~~loans purchased by SF-VIII were acquired without recourse, except in the case~~ of ~~breaches of customary representations and warranties made in connection with the sale of the timeshare loans~~view. ~~The Registrant continues to be responsible for servicing the timeshare loans pursuant to the terms of the indenture and will receive a fee for its services.~~

~~Silverleaf~~ Robert ~~Finance~~E. IXMead, ~~LLC~~the Registrant’s Chairman and Chief Executive Officer, in his individual capacity and as trustee of a voting trust between Mr. Mead and his wife, Judith Mead, and Mrs. Mead entered into a voting agreement with Parent and Merger Sub (the “Voting Agreement”) pursuant to which all shares beneficially owned by Mr. and Mrs. Mead will be voted in favor of the Merger at a shareholders meeting called for the purpose of approving the Merger. Individually and through their voting trust, Mr. and Mrs. Mead beneficially own approximately 9.3 million of the Registrant’s outstanding shares of common stock, or approximately 24.5%.

~~SF-IX~~ Completion ~~was~~of ~~formed for~~ the ~~purpose~~transaction ofis ~~issuing~~subject ~~approximately~~to ~~$48.4~~customary ~~million~~closing ofconditions, ~~its~~including ~~Timeshare~~approval by ~~Loan-Backed~~the ~~Notes~~Registrant’s ~~Series 2010-C (“Series 2010-C Notes”)~~shareholders. The ~~Series~~Registrant ~~2010-C~~will ~~Notes~~hold ~~were~~a ~~privately~~special ~~placed~~meeting ~~under Regulation D~~ of shareholders for the ~~Securities~~purpose ~~Act~~ of ~~1933.~~approving ~~The Series 2010-C Notes were issued pursuant to a separate indenture by and among~~ the ~~Registrant,~~Merger as ~~servicer~~promptly ~~of the timeshare loans, SF-IX,~~ as ~~issuer,~~possible. ~~and~~Upon ~~Wells~~completion ~~Fargo~~of ~~Bank,~~the ~~National Association~~Merger, asthe Registrant ~~indenture~~will ~~trustee,~~become ~~custodian,~~a ~~backup~~private ~~servicer~~company, ~~and account intermediary. The Series 2010~~wholly-Cowned ~~Notes~~by ~~were~~Cerberus, ~~issued in two classes with a blended coupon rate of 12.00%~~ and ~~have~~its acommon ~~final~~stock ~~maturity~~will ~~date~~no longer ofbe ~~July~~traded ~~2022.~~on NASDAQ.

The ~~Series~~above ~~2010-C~~summaries ~~Notes are secured by approximately $64.6 million in timeshare loans sold to SF-IX, by the Registrant and one~~ of the ~~Registrant's~~Merger ~~other~~Agreement, ~~fully consolidated special purpose finance subsidiaries. The timeshare loans sold to SF-IX were previously pledged as collateral by~~ the ~~Registrant~~Limited ~~under revolving credit facilities with senior lenders~~Guarantee, orand ~~previously sold by~~ the ~~Registrant~~Voting toAgreement are ~~certain~~each ofqualified ~~its other fully consolidated special purpose finance subsidiaries. The cash proceeds from the sale of the timeshare loans to SF-IX were primarily used to repay approximately $35.7 million~~ in ~~consolidated~~their ~~indebtedness~~entirety ~~to senior lenders. Approximately $10.9 million of the proceeds received~~ by ~~SF-IX~~reference ~~will~~to ~~be held in a special prefunding account under~~ the ~~terms~~Merger ofAgreement, ~~the~~Limited ~~indenture~~Guarantee, ~~through~~and Voting ~~the prefunding termination date of April 30~~Agreement, ~~2011.~~which ~~The Registrant has until the prefunding termination date to sell up to approximately $14.5 million in additional qualifying timeshare loans to SF-IX. All funds held in the prefunding account that~~ are ~~not~~attached ~~used~~hereto ~~by SF-IX to finance the purchase of additional qualifying timeshare loans from the Registrant during the prefunding period will be returned to the holders of the Series 2010-C Notes~~ as aExhibits ~~distribution of principal~~2.1, ~~A portion of the initial proceeds was used for deposits in required cash reserve accounts and payment of certain transaction fees and expenses~~2.2, ~~The Registrant continues to be responsible for servicing the timeshare loans pursuant to the terms of the indenture~~ and ~~will receive a fee for its services~~99. ~~The Registrant entered into a guaranty regarding the SF-IX Series 2010-C Notes in which the Registrant will be liable for all aggregate defaulted timeshare loan make-whole amounts~~2, ~~if any~~respectively, ~~determined~~and ~~prior~~are incorporated toherein ~~each~~by ~~monthly payment date~~reference.

~~The description of the Series 2010~~Forward-BLooking and Series 2010-C Notes contained herein is qualified in its entirety by reference to the Indentures, copies of which are attached as Exhibit 10.1 and Exhibit 10.5 to this Form 8-K and incorporated herein by reference. Statements

~~Amended~~ This ~~Loan~~communication ~~Agreement~~contains ~~with~~forward-looking ~~CapitalSource~~statements ~~Bank~~that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits and closing of the proposed merger, the management of the Registrant and the Registrant’s expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to the Registrant on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither the Registrant nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the Registrant’s control. These factors include: failure to obtain

~~Effective~~stockholder ~~December~~approval ~~22,~~of ~~2010,~~ the ~~Registrant~~proposed ~~entered~~Merger; ~~into~~failure ato ~~Second Amended and Restated Inventory Loan and Security Agreement (“Loan Agreement”) with CapitalSource Bank~~obtain, adelays ~~California~~in ~~industrial~~obtaining ~~bank,~~or asadverse conditions ~~successor~~contained in ~~interest~~any torequired ~~CapitalSource~~regulatory ~~Finance~~or ~~LLC,~~other toapprovals; ~~amend~~failure ~~its inventory and acquisition revolving line of credit. Pursuant~~ to ~~the~~consummate ~~Loan~~or ~~Agreement,~~delay in aconsummating ~~receivables component has been added to~~ the ~~revolving~~transaction ~~credit facility with the maximum initial aggregate commitment~~ for ~~all~~other ~~three~~reasons; ~~components~~changes ~~remaining~~in atlaws ~~$50~~or ~~million.~~regulations; The commitment under the inventory component will be $45 million effective June 15, 2011, $37.5 million effective December 15, 2011, $30 million effective June 15, 2012, $22.5 million effective December 15, 2012, and ~~$15~~changes ~~million~~in general ~~effective~~economic ~~June 15, 2013~~conditions. The ~~commitment~~Registrant ~~under~~undertakes ~~the~~no ~~acquisition~~obligation ~~component~~(and ~~will~~expressly ~~remain~~disclaims ~~the~~any such ~~same~~obligation) atto ~~$15~~publicly ~~million.~~update ~~The~~or ~~commitment~~revise ~~under~~any ~~the~~forward-looking ~~receivables~~statement, ~~component~~whether ~~is the same~~ as ~~the~~a ~~maximum~~result ~~aggregate~~of new ~~commitment~~information, ~~subject~~future toevents ~~aggregate~~or ~~borrowings under the inventory and acquisition components~~otherwise. ~~The~~For ~~revolving~~additional ~~term~~information ofplease ~~the~~refer ~~inventory and acquisition components was extended from April 30, 2011~~ to theRegistrant’s ~~November~~most ~~30,~~recent ~~2013~~Form ~~and the revolving term for the receivables component will expire on November 30~~10-K, ~~2013.~~10-Q ~~The maturity date for all three components will be November 30, 2016. The interest rate for the inventory~~ and ~~acquisition~~8-K ~~components~~reports isfiled ~~LIBOR plus 6.25%~~ with the ~~interest rate floor remaining at 7~~SEC.~~00%. The interest rate for the receivables component is LIBOR plus 5.50% with an interest rate floor of 6.25%.~~

Item 2 7.0301 ~~Creation~~Regulation FD ~~of a Direct Financial Obligation or an Obligation under an Off-Balance-Sheet Arrangement of Registrant.~~Disclosure

~~The~~ In ~~information~~connection ~~set~~with ~~forth~~the matters described in Item 1.01 isabove, ~~incorporated~~the Registrant issued a press release on February 3, 2011. The information in this item 7.01 and the exhibit referenced as Exhibit 99.1 in Item 9.01 herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor will such information or exhibit be incorporated by reference. in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	~~Description of Exhibit~~		Description of Exhibit
*10.1	Indenture dated as of December 27, 2010 between the Registrant, Silverleaf Finance VIII, LLC, and Wells Fargo Bank, National Association
	2.1	+*	Agreement and Plan of Merger dated February 3, 2011 among the Registrant, Parent and Merger Sub
*10.2	Standard Definitions to Indenture
	2.2	*	Limited Guarantee in favor of the Registrant by Cerberus Series Four Holdings, LLC
*10.3	Transfer Agreement dated as of December 27, 2010 between the Registrant and Silverleaf Finance VIII, LLC
	99.1	*	Press Release issued by the Registrant on February 3, 2011 announcing the Merger.
*10.4	Loan Sale Agreement dated as of December 27, 2010 between the Registrant, Silverleaf Finance IV, LLC, and Silverleaf Finance VIII, LLC
	99.2	*	Voting Agreement by and among Robert E. Mead, Judith Mead, Parent and Merger Sub
*10.5	Indenture dated as of December 27, 2010 between the Registrant, Silverleaf Finance IX, LLC, and Wells Fargo Bank, National Association
*10.6	Standard Definitions to Indenture
*10.7	Transfer Agreement dated as of December 27, 2010 between the Registrant and Silverleaf Finance IX, LLC
*10.8	Loan Sale Agreement dated as of December 27, 2010 between the Registrant, Silverleaf Finance IV, LLC, and Silverleaf Finance IX, LLC
*10.9	Guaranty Agreement dated as of December 27, 2010 between the Registrant, Silverleaf Finance IX, LLC, and Wells Fargo Bank, National Association
*10.10	Second Amended and Restated Inventory Loan and Security Agreement dated as of December 22, 2010 between the Registrant and CapitalSource Bank, a California industrial bank, as successor in interest to CapitalSource Finance LLC

_______________


+		Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

*		filed herewith

* filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE:	December 29, 2010		SILVERLEAF RESORTS, INC.
DATE: February 9, 2011	SILVERLEAF RESORTS, INC.
	By:	/S/ HARRY J. WHITE, JR.	~~By:~~	~~/S/ HARRY J. WHITE, JR.~~
		Name:	~~Name:~~Harry J. White, Jr.	~~Harry J. White, Jr.~~
		Title:	~~Title:~~Chief Financial Officer	~~Chief Financial Officer~~

~~EXHIBIT INDEX~~Exhibit Index

Exhibit No.	~~Description of Exhibit~~		Description of Exhibit
*10.1	Indenture dated as of December 27, 2010 between the Registrant, Silverleaf Finance VIII, LLC, and Wells Fargo Bank, National Association
	2.1	+*	Agreement and Plan of Merger dated February 3, 2011 among the Registrant, Parent and Merger Sub
*10.2	Standard Definitions to Indenture
	2.2	*	Limited Guarantee in favor of the Registrant by Cerberus Series Four Holdings, LLC
*10.3	Transfer Agreement dated as of December 27, 2010 between the Registrant and Silverleaf Finance VIII, LLC
	99.1	*	Press Release issued by the Registrant on February 3, 2011 announcing the Merger.
*10.4	Loan Sale Agreement dated as of December 27, 2010 between the Registrant, Silverleaf Finance IV, LLC, and Silverleaf Finance VIII, LLC
	99.2	*	Voting Agreement by and among Robert E. Mead, Judith Mead, Parent and Merger Sub
*10.5	Indenture dated as of December 27, 2010 between the Registrant, Silverleaf Finance IX, LLC, and Wells Fargo Bank, National Association
*10.6	Standard Definitions to Indenture
*10.7	Transfer Agreement dated as of December 27, 2010 between the Registrant and Silverleaf Finance IX, LLC
*10.8	Loan Sale Agreement dated as of December 27, 2010 between the Registrant, Silverleaf Finance IV, LLC, and Silverleaf Finance IX, LLC
*10.9	Guaranty Agreement dated as of December 27, 2010 between the Registrant, Silverleaf Finance IX, LLC, and Wells Fargo Bank, National Association
*10.10	Second Amended and Restated Inventory Loan and Security Agreement dated as of December 22, 2010 between the Registrant and CapitalSource Bank, a California industrial bank, as successor in interest to CapitalSource Finance LLC

_______________


+		Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

*		filed herewith

* filed herewith

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