Timeshare Information

• Having access to sufficient capital
• Using only the sales and marketing programs that have proven to be most efficient
• Sustaining a ratio of new owner sales to existing owner sales
• Recognizing that consumers are purchasing in smaller transactions (samplers, junior suites, biennials, triennials, etc.) and using social media to make vital owner contacts and building relationships
• Using timeshare as a cash generator…some developers collect over 50% of the value of a sales contract up front. Ownerships allow developers to access inventory as needed versus carrying the cost of excess inventory on their books.
• Improving cash flow and increased profitability by using sophisticated models to predict a prospect’s ability to pay

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Silverleaf Resorts, Inc., a leader in the development, marketing and operation of timeshare resorts, has announced that its shareholders have approved Silverleaf’s merger with Resort Merger Sub Inc., an affiliate of Cerberus Capital Management, L.P.

The merger was approved by holders of 28,946,503 shares of Silverleaf’s outstanding common stock, representing approximately 75.9% of all votes entitled to be cast by holders of common stock.

Subject to the satisfaction or waiver of certain conditions set forth in the merger agreement and discussed in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Silverleaf on April 18, 2011, and as supplemented on May 9, 2011, Silverleaf expects to close the merger on or about May 16, 2011.

Following the effective time of the merger, Silverleaf’s shareholders will receive $2.50 in cash for each share of Silverleaf common stock they own, representing a premium of approximately 75% based on the closing trading price of $1.43 of Silverleaf common stock on February 3, 2011, the date on which the merger agreement was executed.

Upon completion of the merger, Silverleaf will become a private company, wholly-owned by SL Resort Holdings Inc., an affiliate of Cerberus, and its common stock will no longer be traded on NASDAQ.

Established in 1992, Cerberus Capital Management, L.P., together with its affiliates, is one of the world’s leading private investment firms with approximately $23 billion under management. Through its team of investment and operations professionals, Cerberus specializes in providing both financial resources and operational expertise to help transform undervalued companies into industry leaders for long-term success and value creation.

Cerberus holds controlling or significant minority interests in companies around the world. Cerberus is headquartered in New York City with affiliate and/or advisory offices in the United States, Europe and Asia.

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, an indoor water park, swimming, tennis, boating, and many organized activities for children and adults.

Silverleaf Resorts, Inc., a leader in the development, marketing and operation of timeshare resorts, has announced that it has entered into a definitive agreement to be acquired by SL Resort Holdings Inc., an affiliate of Cerberus Capital Management, L.P.

The transaction has been approved by Silverleaf’s Board of Directors, and the Board will be recommending that Silverleaf’s shareholders approve the transaction. Under the agreement, Silverleaf shareholders will receive, at the closing, $2.50 in cash for each share of Silverleaf common stock they own, representing a premium of approximately 75% based on the closing trading price of $1.43 of Silverleaf common stock on February 3, 2011. Cerberus has agreed to provide equity financing for the full amount of the merger consideration.

Thomas Morris, Executive Vice President, Capital Markets and Strategic Planning of Silverleaf, said, “Our Board of Directors and our management team believe that following a review of strategic alternatives this merger transaction is the best approach to maximize shareholder value and is in the best interests of Silverleaf’s shareholders, timeshare owners, and employees. We look forward to working with Cerberus to effect a smooth transition.”

“Cerberus is pleased to be investing in a company with an outstanding management team and proven track-record of success in the vacation ownership industry,” said Timothy F. Price, a Cerberus Managing Director and spokesman. “The family of resorts under the Silverleaf banner has a long history of providing members with convenient, high-quality vacation experiences at affordable prices. We look forward to supporting the Company’s management team and dedicated employees as they work to ensure that the Company’s members continue to enjoy great vacations for years to come.”

Silverleaf has engaged Gleacher & Company Securities, Inc. as its financial advisor in connection with the proposed merger.

The Silverleaf Board of Directors has received an opinion from Gleacher & Company Securities, Inc., that the consideration to be paid to Silverleaf shareholders in the transaction is fair from a financial point of view.

Completion of the transaction is subject to customary closing conditions, including approval by the Company’s shareholders. Silverleaf intends to hold a special meeting of its shareholders for the purpose of approving the merger as promptly as possible. Upon completion of the transaction, Silverleaf will become a private company, wholly-owned by Cerberus, and its common stock will no longer be traded on NASDAQ.

Robert E. Mead, the Chairman of the Board of Directors and Chief Executive Officer of Silverleaf, has entered into a Voting Agreement with Cerberus pursuant to which he has agreed to vote shares beneficially owned by him representing 24.5% of the outstanding shares of Silverleaf in favor of the transaction.