MODIFICATION AND
REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY
AGREEMENT
THIS MODIFICATION AND REAFFIRMATION OF GUARANTY
AND ENVIRONMENTAL INDEMNITY AGREEMENT is executed as of the 31 st
day of January, 2007, by MALCOLM J. WRIGHT having
an office at 2460 Sand Lake Road, Orlando, Florida 32809, 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
$13,420,000.00 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 December 22,
2006 in the amount of $13,420,000.00 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,
that certain Second Mortgage Modification Agreement and Future
Advance Certificate recorded in Official Records Book 3345, at Page
2054, and that certain Third Mortgage Modification Agreement and
Future Advance Certificate dated December 22, 2006, 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 5 th day of January, 2006 and that certain
Modification and Reaffirmation of Guaranty and Environmental
Indemnity Agreement dated November 22, 2006 and that certain
Modification and Reaffirmation of Guaranty and Environmental
Indemnity Agreement dated December 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 5 th day of January, 2006,
that certain Modification and Reaffirmation of Guaranty and
Environmental Indemnity Agreement dated the November 22, 2006, and
that certain Modification and Reaffirmation of Guaranty and
Environmental Indemnity Agreement dated the December 22, 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 an $1,880,000.00 future advance so as
to increase the Existing Loan to $15,300,000.00 (the “New
Loan”), and as a condition precedent to the modification of
the Existing Loan, the Lender has
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