MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement |
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Exhibit 10.7
MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY
AGREEMENT
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THIS MODIFICATION AND REAFFIRMATION
OF GUARANTY AND ENVIRONMENTAL INDEMNITY
AGREEMENT is executed as of the 22 day of December, 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:
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WHEREAS, the
Lender has previously
extended a $12,300,000.00 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
Second Renewal, Amended and
Increased Promissory Note
dated November 22,
2006 in the
amount of
$12,300,000.00 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, and
that Second Mortgage
Modification Agreement and
Future Advance Certificate
recorded in Official
Records Book 3345,
at Page 2054, 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 and that that certain Modification and
Reaffirmation of
Guaranty and Environmental
Indemnity Agreement dated
November 22, 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,
and that
certain Modification and Reaffirmation of Guaranty and
Environmental Indemnity
Agreement dated the November 22, 2006
(collectively, the "Indemnity Agreement")
in connection with
the Existing Loan,
and
<PAGE>
WHEREAS, the Borrower has requested the Lender to
modify the Existing Loan
by granting an $1,120,000.00 future
advance so as to increase the Existing Loan
to $13,420,000.00 (the
"New Loan"), and
as a condition
precedent to the
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






