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 New Loan the Borrower has executed
certain documents
modifying the
Existing Loan Documents including but not limited to a Third
R
