THIRD AMENDMENT TO LOAN AGREEMENT

Exhibit 10.12

THIRD AMENDMENT TO LOAN AGREEMENT

      THIS THIRD AMENDMENT TO LOAN AGREEMENT (the “Amendment” ) is made and entered into this March 12, 2009, by and between SADDLEBROOK RESORTS, INC ., whose address is 5700 Saddlebrook Way, Wesley Chapel, Florida 33543 (the “Borrower” ) and SUNTRUST BANK , a Georgia banking corporation, having offices at 401 East Jackson Street, Commercial Banking – 10th Floor, Tampa, Florida 33602 ( “Lender” ).

BACKGROUND

     A. Borrower has applied to Lender for a modification of the Revolving Loan (as hereinafter defined), the Term Loan (as hereinafter defined), and the Agreement (as hereinafter defined) to refinance existing debt and support Borrower’s working capital and other general corporate needs.

     B. Lender has agreed to modify the Revolving Loan, the Term Loan and the Agreement, and Borrower has agreed to accept such modifications to the Revolving Loan, Term Loan and the Agreement on the terms and conditions hereinafter set forth and as provided in the other Loan Documents (as hereinafter defined), including the Commitment Letter (as hereinafter defined).

     C. Simultaneously with the execution of this Amendment, Borrower has executed and delivered to Lender the Notes (as hereinafter defined), which are secured by the Mortgage (as hereinafter defined) that encumbers the Real Property (as hereinafter defined) and constitutes a first lien thereon, and by other Loan Documents.

AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing, the making of the Loan, and the mutual covenants, agreements, conditions, undertakings and warranties of the parties herein and in the other Loan Documents, it is covenanted and agreed as follows:

     1.  Definitions . As used in this Amendment, the following terms shall have the meanings indicated. To the extent that the following meanings differ from any meanings ascribed under the Original Loan Agreement (as hereinafter defined), the following meanings shall control. Capitalized terms not defined herein shall have the meanings ascribed to them in the Original Loan Agreement:

      “Agreement” : Collectively, that certain Loan Agreement dated November 1, 2004, between Borrower and Lender, together with (a) that certain Addendum to Loan Agreement by and between SunTrust Bank, as Lender and Saddlebrook Resorts, Inc., as Borrower, dated as of November 1, 2004 (the “Addendum” ), (b) that certain First Amendment to Loan Agreement dated January 31, 2007, (c) that certain Second Amendment to Loan Agreement dated as of November 6, 2008 (collectively, the “Original Loan Agreement” ), and (d) this Amendment.

      “Commitment Letter”: The letter from Lender to Borrower dated February 24, 2009, outlining the general terms of the Loan, the provisions of which letter are incorporated herein by reference to the extent not inconsistent with this Agreement or the

other Loan Documents. Anything to the contrary contained herein notwithstanding, however, the Commitment Letter shall not survive the closing of the Loan.

      “Guarantor” : Saddlebrook International Tennis, Inc., a Florida corporation, pursuant to that certain Unconditional Guaranty of even date herewith.

      “Debt Service Coverage Ratio” : The debt service coverage for each fiscal year of Borrower, or calendar year, as applicable, shall be equal to the quotient obtained via the formula whose numerator is the total of Borrower’s net income plus Interest Expense (as hereinafter defined), depreciation expense, amortization expense each determined for such fiscal year for Borrower and Guarantor combined, minus (a) any unrealized gains or losses from liquid investments, (b) distributions to shareholders (not including distributions made to shareholders to pay the pro rata share of Federal Income Tax associated with their ownership in Saddlebrook Resorts, Inc. and Saddlebrook International Tennis, Inc. during the prior fiscal year), (c) tax credits, (d) increases in related entities receivables or notes (not including the increase in receivables for the purpose of paying the pro-rata share of Federal Income Tax associated with the shareholder’s ownership in Borrower and/or Guarantor during such fiscal year); and whose denominator is the sum of (x) all capital lease payments made by Borrower and Guarantor during such fiscal year, (y) all principal payments paid by Borrower and Guarantor on the Funded Debt (as hereinafter defined), plus (z) Interest Expense, each determined for such fiscal year. For purposes of calculating the Debt Service Coverage Ratio, “Interest Expense” shall mean interest expense (including without limitation the interest component of any payments in respect of capital leases capitalized or expensed during such period) determined for such fiscal year. For purposes of calculating the Debt Service Coverage Ratio, “Funded Debt” shall mean (1) all of Borrower’s and Guarantor’s obligations for money, (2) all of Borrower’s and Guarantor’s obligations evidenced by a bond, indenture, note, letter of credit or similar instrument, (3) all of Borrower’s and Guarantor’s obligations under capital leases, and (3) all other obligations of Borrower and Guarantor upon which interest charges are customarily paid.

      “Loan” : The Revolving Loan evidenced by the Revolving Note and the Term Loan evidenced by the Term Note shall be collectively referred to herein as the “Loan” .

      “Mortgage” : The Second Amended and Restated Mortgage, Security Agreement and Fixture Filing dated as of November 1, 2004, as modified by that certain Third Amended and Restated Mortgage, Security Agreement and Fixture Filing dated as of January 31, 2007, and as further modified by that certain Fourth Amended and Restated Mortgage, Security Agreement and Fixture Filing dated as of November 6, 2008, and as further modified by that certain Notice of Future Advance and Fifth Amended and Restated Mortgage, Security Agreement and Fixture Filing of even date herewith, encumbering the Real Property and other collateral, executed and delivered by Borrower to Lender to secure the Notes.

      “Notes” : Collectively, the Promissory Note dated November 1, 2004, from Borrower in favor of Lender in the amount of $12,000,000.00, as modified by that certain Future Advance Promissory Note, of even date herewith, from Borrower in favor of Lender in the amount of $2,500,000.00, and as further modified by that certain Consolidated, Amended and Restated Promissory Note, of even date herewith, from

Borrower in favo