Exhibit
10.15
PARTNERSHIP INTEREST PLEDGE AND
SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT
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This
PARTNERSHIP
INTEREST PLEDGE AND SECURITY AGREEMENT AND
COLLATERAL
ASSIGNMENT (this
"Agreement")
is entered into as of December 28, 2005 (the
"Effective Date") by
and between STANFORD INTERNATIONAL BANK, LTD., an Antiguan
banking corporation,
("SECURED PARTY"),
TIERRA DEL SOL RESORT, INC., a Florida
corporation
("PLEDGOR"), and
TDS MANAGEMENT LLC, a Florida limited
liability
company ("TDSM") .
WHEREAS, SECURED
PARTY is the owner and
holder of a $6,000,000 promissory
note dated as of
December 18, 2003, issued by PLEDGOR's indirect parent company
American Leisure
Holdings, Inc. ("AMLH"), and certain of
AMLH's affiliates in
favor of SECURED PARTY's affiliate Stanford Venture Capital
Holdings, Inc., (the
"Note");
WHEREAS, the
Note is secured by a mortgage on
approximately 162 acres of
real property
located in Polk County, Florida (the "Property"), owned by
affiliates of AMLH (the "Mortgage");
WHEREAS, KeyBank
National Association ("Key"), the lender for the proposed
development of
the portion of the
Property owned by subsidiaries of TIERRA DEL
SOL RESORT
(PHASE 2) LTD, a Florida limited partnership
of which TDSM is the
general partner (the
"Partnership"), requires release of the Mortgage as to 122
acres of the Property as a condition to the provision of such
financing;
WHEREAS, SECURED PARTY will not release the Mortgage without the
pledge and
collateral assignment
as security for the Note of all of PLEDGOR's
limited
partner interest in the Partnership, representing a 99.9%
Partnership Percentage
(as defined in the Partnership's Agreement of Limited Partnership
dated December
28, 2005 [the "Partnership Agreement"]); and
WHEREAS, PLEDGOR
desires to secure AMLH's obligations under
the Note by
granting SECURED
PARTY a security
interest in all of PLEDGOR's interest in the
Partnership, pursuant to the terms of this Agreement.
NOW,
THEREFORE,
in consideration of the matters set forth in the
above
Recitals and for other good and valuable consideration, the receipt
and adequacy
of which are hereby acknowledged, PLEDGOR hereby agrees as
follows:
1.
Security. The term "Collateral" shall mean all
of the limited partner
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interests in
the Partnership held by the PLEDGOR, including all capital
accounts, rights
of distribution,
profits and losses and all proceeds thereof,
all additions,
attachments, accessories and accessions thereto, and any and
all
substitutions,
replacements or exchanges therefore, and all of PLEDGOR's
right,
title and interest as a limited partner in
the Partnership and pursuant to the
<PAGE>
Partnership Agreement,
as amended from time to time, including, without
limitation, and
as applicable, the right to: (A) vote (provided
however that
PLEDGOR shall continue
to exercise its right to vote prior to the occurrence of
an Event of Default and the expiration of any applicable grace
period); (B) upon
prior written
notice, inspect the books, records and documents of the
Partnership during
normal business hours at the office of PLEDGOR or such other
place as PLEDGOR may keep such records and
documents; (C) receive a return of
capital contributions
in accordance with the Partnership Agreement; (D) receive
tax benefits;
(E) receive payments or distributions made to
PLEDGOR by or on
behalf of the Partnership; and (F) receive all proceeds from the sale or
transfer of PLEDGOR's interest in the Partnership or any part
thereof.
2.
Obligations.
As used herein, the term
"Obligations" shall mean all of
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AMLH's and PLEDGOR's
obligations, covenants and agreements under the Note, this
Agreement, and
all other documents or instruments, evidencing, securing
or
otherwise executed and
delivered in connection with the Note (collectively, the
"Loan Documents").
3.
Grant of Security Interest. As security for full and
timely payment,
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performance and satisfaction of the Obligations, the PLEDGOR hereby
collaterally
assigns, grants,
transfers,
hypothecates
and delivers to SECURED PARTY, its
successors and assigns, a first priority security interest in the
Collateral.
4.
Perfection:
UCC Filings. To perfect the security interest in the
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Collateral granted
hereby, concurrently
with the execution hereof, the PLEDGOR
shall deliver
to SECURED PARTY an
executed Assignment Separate from Collateral
(the "Assignment")
in the form attached
hereto as Exhibit "A" and incorporated
herein by this reference. SECURED PARTY shall
hold the Assignment as security
for the Note and upon
indefeasible payment in full of the Note shall return the
original of
the Assignment to the PLEDGOR. TDSM, as general partner
if the
Partnership, by
its execution of this Agreement,
acknowledges SECURED PARTY's
rights in the Collateral and acknowledges that it has made the
appropriate
entries on the Partnership's books and records to effect and
evidence the pledge
of a security interest
in the Collateral to SECURED PARTY. Further, the PLEDGOR
acknowledges and
agrees that the Partnership shall act as SECURED PARTY's
bailee, agent and
pledgeholder with respect to possession of the Collateral. To
further perfect
the security interest in all of the
Collateral generally, the
PLEDGOR shall
deliver to SECURED PARTY a UCC-1 Financing
Statement in proper
form for filing describing the Collateral.
5.
Representations
by PLEDGOR and TDSM.
The PLEDGOR and TDSM, jointly and
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severally, represent and warrant to SECURED PARTY that:
(a) Pledgor is the
sole owner of all the limited partner interests in
the
Partnership,
free and clear of all liens or encumbrances or
prior
pledges;
<PAGE>
(b) the limited partner interest pledged pursuant
to this Agreement
constitutes 99.9% of the Partnership Percentage in the Partnership,
and the
remaining .1%
Partnership
Percentage
is owned by TDSM as sole general
partner of the Partnership;
(c) so long as the Obligations secured by this Agreement are
outstanding, no
new interests in the Partnership will
be issued and that
the
PLEDGOR shall not further assign, transfer, pledge or
encumber its
limited partner interests in the Partnership;
(d) so long as the Obligations secured by this Agreement are
outstanding, AMLH
will maintain ownership of at least 81% of PLEDGOR's
common stock;
(e) the execution and delivery by the
PLEDGOR of this Agreement will
not
result in the violation of or default under any agreement or any
law or
governmental
regulation applicable
to the PLEDGOR, TDSM, or the
Partnership;
(f) the collateral assignment of PLEDGOR's limited
partner interest
contained in
this Agreement is
permitted under the Partnership Agreement;
and
(g) The Partnership does not directly or indirectly own any real
property or assets other than that certain real
property in Polk County,
Florida, legally described in Exhibit "B" attached hereto (the
"Partnership
Property") and
does not operate any business other
than the development,
management and operation of the Partnership Property.
6.
Covenants by PLEDGOR and TDSM. The PLEDGOR and TDSM, jointly and
---------------------------------
severally, hereby
covenant that, until such time as the
Obligations have been
fully paid, performed and satisfied:
(a) all payments or distributions of cash
or other assets made by or
on
behalf of the Partnership with respect to or on account of the
Collateral shall be made directly to Secured Party;
(b)
the PLEDGOR shall not
sell, convey or otherwise dispose of any of
the
Collateral or any interest therein, or create, incur or permit to
exist
any
other pledge,
mortgage, lien, charge, encumbrance or security interest
in
or with respect to any of the Collateral, or the proceeds
thereof;
(c) no new partners of the Partnership shall be added
without the
prior written consent of SECURED PARTY (which SECURED PARTY may
withhold in
its
absolute discretion);
(d) the PLEDGOR shall
promptly deliver to SECURED PARTY a copy of all
written notices
or correspondence
received by the PLEDGOR with respect to
the
Collateral;
<PAGE>
(e) the PLEDGOR shall, at PLEDGOR's own expense, promptly
execute,
acknowledge and
deliver all such
instruments and take all such reasonable
actions as SECURED
PARTY from time to time may reasonably request in order
to
ensure to SECURED PARTY the benefits of the lien in and to the
Collateral intended to be created by this Agreement; and
(f) Neither
PLEDGOR nor any of its shareholders nor
any affiliated,
related or
associated party or
person shall, prior to the payment in full
of
the Note, demand, accept or receive
any payment, distribution or other
consideration, directly or indirectly, from the Partnership.
7.
Events of Default. The happening of any of
the following events shall
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constitute an event of default ("Event of Default") under this
Agreement:
(a) the occurrence of an Event of Default under the Note;
(b) the occurrence of an Ev
