Exhibit
10.4
MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL
INDEMNITY AGREEMENT
--------------------------------------------------------------------------------
THIS
MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL
INDEMNITY
AGREEMENT is executed as of the 22nd day of November, 2006, by
MALCOLM J. WRIGHT
having an office at 550 Biltmore Way, Suite 700,
Coral Gables, Florida 33134,
and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
(collectively, jointly
and severally, the
"Guarantor"), in favor of STANFORD INTERNATIONAL BANK, LTD.,
having an office at No. 11, Pavilion Drive, St. Johns, Antigua,
West Indies (the
"Lender").
WITNESSETH, THAT:
----------------
WHEREAS, the
Lender has previously extended a $8,000,000.00 loan
(hereinafter referred
to as the "Existing Loan"), to REEDY
CREEK ACQUISITION
COMPANY, LLC,
a Florida limited liability company
(hereinafter referred to as
"Borrower"), and
WHEREAS, the Existing
Loan is evidenced by a Promissory Note dated July 8,
2005 in the amount of
$7,150,000.00 as amended by that certain Renewed, Amended
and Increased
Promissory
Note dated January 4, 2006 in the amount of
$8,000,000.00 and
secured by: (i) that certain Mortgage and Security Agreement,
recorded in
Official Records Book
2855, at Page 1243 (the "Mortgage"); (ii) an
Assignment of Leases, Rents and Profits, recorded in Official
Records Book 2855,
Page 1280 (the
"Assignment"); and (iii) a UCC-1 Financing Statement recorded
in
Official Records
Book 2855, Page 1291 (the "Financing
Statement"); all of the
foregoing modified
by that certain Mortgage Modification
Agreement and Future
Advance Certificate recorded in Official Records Book 3034, at Page
2915, all of
the foregoing
instruments
being filed amongst the Public Records of
Osceola
County, Florida;
and (iv) other loan
documents executed in connection with the
Existing Loan
(the "Existing Loan Documents"); and
WHEREAS, the
Guarantor has previously guaranteed the prompt
payment and
performance of
the Existing Loan,
pursuant to the terms that certain Unlimited
Continuing and
Unconditional
Guaranty executed by
the Guarantor dated July 8,
2005 and as modified and reaffirmed by that certain Modification and
Reaffirmation of
Guaranty and Environmental Indemnity
Agreement dated the 5th
day of January, 2006 (collectively, the "Guaranty"), and
WHEREAS, the
Guarantor has
previously agreed to indemnify and hold Lender
harmless from
any environmental damage, pursuant to
the terms of that certain
Environmental
Indemnity Agreement
dated July 8, 2005 and as modified and
reaffirmed by
that certain Modification and Reaffirmation of Guaranty and
Environmental
Indemnity Agreement
dated the 5th day of January, 2006
(collectively, the
"Indemnity Agreement") in connection with the Existing Loan,
and
WHEREAS, the Borrower
has requested the Lender to modify the Existing Loan
by granting
a $4,300,000.00 future
advance so as to increase the Existing Loan
to $12,300,000.00
(the "New Loan"), and as a condition precedent to the
<PAGE>
modification of
the Existing Loan, the Lender has required the
Guarantor to
modify and
reaffirm the terms of the Guarantor's Guaranty and Indemnity
Agreement with
regard to the New Loan, and
WHEREAS, under
the New Loan the Borrower has executed
certain documents
modifying the
Existing Loan Documents including but not limited to a
Second
Renewed, Amended and Increased Promissory Note in the amount of
$12,300,000.00,
a Second Mortgage Modification Agreement and Future Advance Certificate,
collectively the
"New Loan Documents",
