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Exhibit 10.134
This Instrument Prepared By:
Record and Return to:
Rafael G. Moreno, Esquire
ADORNO & YOSS, LLP
2525 Ponce de Leon Blvd., Suite 400
Coral Gables, Florida 33134
FOURTH MORTGAGE MODIFICATION
AGREEMENT
AND FUTURE ADVANCE CERTIFICATE
THIS FOURTH MORTGAGE MODIFICATION AGREEMENT AND
FUTURE ADVANCE CERTIFICATE (this "Agreement") is made as of January
31, 2007, by between REEDY CREEK ACQUISITION COMPANY, LLC, a
Florida limited liability company, having offices at 550 Biltmore
Way, Suite 700, Coral Gables, Florida 33134 ("Mortgagor" or
"Borrower") and STANFORD INTERNATIONAL BANK, LTD., a company
organized and existing under the laws of Antigua, having an office
at No. 11, Pavilion Drive, St. Johns, Antigua, West Indies
("Mortgagee" or "Lender").
WITNESSETH :
A. On July 8, 2005 Mortgagor
executed and delivered in favor of Mortgagee: (i) a Mortgage and
Security Agreement (the "Mortgage"), encumbering certain property
situate in Osceola County, Florida (the "Property"), legally
described in Exhibit "A" attached hereto and made a part hereof,
which was recorded in Official Records Book 2855, at Page 1243 of
the Public Records of Osceola County, Florida; (ii) a Assignment of
Leases, Rents and Profits, recorded in Official Records Book 2855, Page 1280, of the
Public Records of Osceola County, Florida (the "Assignment"); and
(iii) an UCC-1 Financing Statement recorded in Official Records
Book 2855, Page 1291, of the Public Records of Osceola County,
Florida (the "Financing Statement") for the purpose of securing a
loan (the "Loan") in the original principal amount of Seven Million
One Hundred Fifty Thousand and No/100 Dollars ($7,150,000.00)
evidenced by that certain Promissory Note dated July 8, 2005
executed by Mortgagor in favor of the Mortgagee (the "Original
Note").
B. As additional security
for the Original Note, Malcolm H. Wright and American Leisure
Holdings, Inc., a Nevada corporation (collectively, the
"Guarantor") made, executed and delivered to the Mortgagee that
certain Irrevocable and Unconditional Guaranty of Payment (the
"Guaranty") dated July 8, 2005, in favor of the Mortgagee, wherein
the Guarantor guaranteed the repayment of all sums Original Note
and Mortgage.
C. On January 5, 2006
Borrower and Guarantor requested that the Mortgagee make an Eight
Hundred Fifty Thousand and No/100 Dollar ($850,000.00) future
advance loan (the "First Future Advance Loan") to the Borrower,
which First Future Advance Loan is (a) evidenced by a Renewed,
Amended and Increased Promissory Note (the "First Future Advance
Note") dated as of January 5, 2006, executed by the Borrower and
made payable to the order of Lender, in the face amount of Eight
Million and No/100 Dollars ($8,000,000.00), which First Future
Advance Note represents a consolidation, amendment, restatement and
renewal of the Original Note, and (b) secured by: (i) the Mortgage
and the Assignment as amended by that certain Mortgage Modification
Agreement and Future Advance Certificate made as of
January 5, 2006 and recorded on January 18, 2006 in Official
Records Book 3034, at Page 2915 of the Public Records of Osceola
County, Florida (the "First Mortgage Modification Agreement"); (ii)
an UCC-1 Financing Statement recorded in Official Records Book
3034, Page at 2921, of the Public Records of Osceola County,
Florida (the "Second Financing Statement"); and (iii) an UCC-3
Financing Statement Amendment recorded in Official Records Book
3034, at Page 2926, of the Public Records of Osceola County,
Florida (the "Financing Statement Amendment").
D. On November 22, 2006
Borrower and Guarantor requested that the Mortgagee make a Four
Million Three Hundred Thousand and No/100 Dollar ($4,300,000.00)
future advance loan (the "Second Future Advance Loan") to the
Borrower, which Second Future Advance Loan is (a) evidenced by a
Second Renewed, Amended and Increased Promissory Note (the "Second
Future Advance Note") dated as of November 22, 2006, executed by
the Borrower and made payable to the order of Lender, in the face
amount of Twelve Million Three Hundred Thousand and No/100 Dollars
($12,300,000.00), which Second Future Advance Note represents a
consolidation, amendment, restatement and renewal of the Original
Note as renewed, amended and increased by the First Future Advance
Note, and (b) secured by: (i) the Mortgage and the Assignment as
amended by the First Mortgage Modification Agreement, and that
certain Second Mortgage Modification Agreement and Future Advance
Certificate made as of November 22, 2006 and recorded on December
1, 2006 in Official Records Book 3345, at Page 2054 of the Public
Records of Osceola County, Florida (the "Second Mortgage
Modification Agreement"); (ii) an UCC-1 Financing Statement
recorded in Official Records Book 3034, Page at 2921, of the Public
Records of Osceola County, Florida (the "Second Financing
Statement"); and (iii) an UCC-3 Financing Statement Amendment
recorded in Official Records Book 3034, at Page 2926, of the Public
Records of Osceola County, Florida (the "Financing Statement
Amendment").
E. On December 22, 2006
Borrower and Guarantor requested that the Mortgagee make an
additional future advance loan to the Borrower in the amount of a
One Million One Hundred Twenty Thousand and No/100 Dollar
($1,120,000.00) maturing on January 31, 2007 (the "Third Future
Advance Loan"), which Future Advance Loan is (a) evidenced by a
Third Renewed, Amended and Increased Promissory Note (the "Third
Future Advance Note") dated as of December 22, 2006, executed by
the Borrower and made payable to the order of Lender, in the face
amount of Thirteen Million Four Hundred Thirty Thousand and No/100
Dollars ($13,430,000.00), which Third Future Advance Note
represents a consolidation, amendment, restatement and renewal of
the Second Future Advance Note and (b) secured by: (i) the Mortgage
and the Assignment as amended by the First Mortgage Modification
Agreement, the Second Mortgage Modification and Future Advance and
that certain Third Mortgage Modification Agreement and Future
Advance Certificate made as of December 22, 2006 and recorded in
the Public Records of Osceola County, Florida (the "Third Mortgage
Modification Agreement").
F. On December 31, 2006
Borrower and Mortgagee entered into that certain Amendment No. 1 to
$13,420,000 Renewed, Amended and Increased Promissory Note and
extended the Initial Indebtedness Maturity Date, as such term is
defined in the Second Future Advance Note (the "Note
Amendment").
G.&nbs
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