ASSIGNMENT AGREEMENT
THIS ASSIGNMENT (the "Assignment") is entered into as of the 22 day of
March 2004 by and between and GCD ACQUISITION CORP., a Florida corporation (the
"Assignor") and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (the
"Assignee").
R E C I T A L S:
A. Assignor and Assignee have entered into an Agreement dated as of March
22, 2004 (the "Agreement"), whereby Assignee has agreed to purchase from
Assignor the Galileo Notes (as that term is defined in the Agreement
B. In connection with the transfer of the Galileo Debt, Assignor desires
to sell to Assignee all of its right, title and interest in and to the
obligations evidenced by the Security (as that term is defined in the Purchase
Agreement.
C. In order to convey the Security to Assignee, the Assignor has entered
into this Assignment to assign the Security and the underlying documents to
Assignee.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. RECITATIONS. The above recitations are true and correct and are
incorporated herein by this reference.
2. ASSIGNMENT. Assignor hereby irrevocably conveys, sells, assigns,
transfers and sets onto Assignee for the benefit of Assignee, all of Assignor's
right, title and interest in and to the Security, and its liens on and security
interests securing the Galileo Debt and the "Subsidiary Guarantees (as therein
defined), all of which are listed on Schedule "A" and "B" attached hereto
(collectively, the "Assigned Documents").
3. ASSUMPTION. Assignee hereby purchases, accepts and assumes from
Assignor the Assigned Documents and agrees to comply with all of the
obligations, duties and liabilities of Assignor in the Assigned Documents.
4. NO RECOURSE OR WARRANTY. This Assignment is made without recourse,
representation or warranty
5. FURTHER ASSURANCES. Each of the parties hereto agree that they will
take such further action and execute all such further papers, documents and
instruments as may be necessary or reasonably required by either of them to
carry into effect the purposes and terms, conditions and provisions of this
Assignment, including but not limited to corporate governance matters arising
prior to or after execution of this Assignment.
6. GOVERNING LAW. This Assignment and all questions related to its
validity, interpretation, performance and enforcement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to conflicts of laws and principles
7. JURISDICTION AND VENUE. The parties acknowledge that a substantial
portion of the negotiations, anticipated performance and execution of this
Assignment occurred or shall occur in Miami-Dade County, Florida and that,
therefore, each party irrevocably and unconditionally agree that: (a) any suit,
action or legal proceeding arising out of or relating to this Agreement and the
subject matter thereof shall be brought in the courts of record of the State of
Florida in Miami-Dade County or the United States District Court Southern
District of Florida, (b) consents to the jurisdiction of each such court in any
suit, action or proceeding, and (c) waives any objection to the venue of any
suit, action or proceeding in any such court.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of all parties hereto and their respective legal representatives,
heirs, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
AMERICAN LEISURE HOLDINGS, INC.,a
Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
GCD ACQUISITION CORP.,a
Florida corporation
By:
--------------------------------
Name:
------------------------------
Title:
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SCHEDULE A
1. Amended and Restated Loan Agreement between ATWT and Galileo, dated as of
November 17, 2000.
2. Guaranty by STII for the benefit of Galileo, dated as of November 17,
2000.
3. Guaranty by BVIT for the benefit of Galileo, dated as of January 28, 2000.
4. Ratification of Guaranty by BVIT in favor of Galileo, dated as of November
17, 2000.
5. Seller Debt Subordination Agreement among ATWT, Xxxxx Xxxxxxx, as Agent,
and Galileo, dated as of December 23, 1999.
6. Security Agreement between ATWT and Galileo, dated as of December 23,
1999.
7. Security Agreement between BVIT and Galileo, dated as of January 28, 2000.
8. Security Agreement between STII and Galileo, dated as of November 17,2000.
9. Collateral Assignment of Leases, dated as of December 23, 1999 between
Galileo and ATWT.
10. Collateral Assignment of Leases, dated as of November 17, 2000 between
Galileo and STII.
11. Landlord's Consent to the Collateral Assignment of Leases, dated as of
December 23, 1999 for the premises located at:
(a) 0000 X.X. Xxxx Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx
(b) 0000 Xxxxx Xx Xxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx
12. Stock Pledge Agreement between ATWT and Galileo, dated as of November 17,
2000 relating to stock of STII.
13. Stock Pledge Agreement between ATWT and Galileo, dated as of January 28,
2000 relating to the stock of BVIT.
14. Assignments of Acquisition Instruments by ATWT as Assignor to Galileo as
Assignee:
(a) Assignment dated as of December 13, 2000, relating to the
acquisition of CRT Venture Travel of Florida, Inc., along with the
acknowledgment of CRT
(b) Assignment dated as of December 7, 2000, relating to the
acquisition of Worldwide Travel, Inc., along with the acknowledgment of
Worldwide
(c) Assignment dated as of August 22, 2000, relating to the
acquisition of Express Travel of Miami, Inc., along with the acknowledgment of
Express Travel
(d) Assignment dated as of July 28, 2000, relating to the
acquisition of Preferred Travel Services, Inc., along with the acknowledgment of
Preferred Travel
(e) Assignment dated as of May 25, 2000, relating to the acquisition
of Coast to Coast, Inc., along with the acknowledgment of Coast to Coast
(f) Assignment dated as of April 25, 2000, relating to the
acquisition of Vision Travel, Inc., along with the acknowledgment of Vision
(g) Assignment dated as of March 17, 2000, relating to the
acquisition of First Class Centers, Inc., along with the acknowledgment of First
Class
(h) Assignment dated as of January 28, 2000, relating to the
acquisitions of BVIT, White Heron Travel, Beach Trail Leisure, Inc., CRT Venture
of Florida, Inc., and Xxxxxxx Travel Service, Inc., along with the
acknowledgments of BVIT, White Heron, Beach Trail, CRT and Xxxxxxx
(i) Assignment dated as of December 23, 1999, relating to the
acquisitions of Xx Xxxx Travel Consultants and Travel Leaders, Inc., along with
the acknowledgments of Xx Xxxx and Travel Leaders
(j) Assignment of Acquisition Instruments by STII dated as of
November 17, 2000, relating to the acquisition of STII, along with the
acknowledgements of The Shadmore Trust UTD DTD January 26, 1989.
SCHEDULE B
1. UCC Financing Statements filed for ATWT as Debtor and Galileo as Secured
Party:
(a) File number 9900019914 filed December 16, 1999 with the Recorder of
Deeds for the District of Columbia
(b) File number 9935660283 filed December 16, 1999 with the Secretary of
State of California
(c) File number 990000282221 filed December 15, 1999 with the Secretary
of State of Florida
(d) File number 09489C filed December 16, 1999 with the Secretary of
State of Michigan
(e) File number 681749 filed December 16, 1999 with the Secretary of the
Commonwealth of Massachusetts
(f) File number 421987 filed December 16, 1999 with the City Clerk of
Boston, Massachusetts
(g) File number 1947912 filed December 16, 1999 with the Secretary of
State of New Jersey
(h) File number 252293 filed December 16, 1999 with the Secretary of
State of New York
(i) File number 99PN68938 filed December 27, 1999 with the City
Register, New York County, New York
(j) File number 31060242 filed December 16, 1999 with the Secretary of
Commonwealth of Pennsylvania
(k) File number 996926 filed December 16, 1999 with the Prothonotary of
Philadelphia County, Pennsylvania
(l) File number 286512 filed December 16, 1999 with the Prothonotary of
Xxxxxxxxxx County, Pennsylvania
(m) File number 99-247575 filed December 16, 1999 with the Secretary of
State of Texas
(n) File number 1602922 filed February 16, 2000 with the Secretary State
of Kentucky
(o) File number 2002506 filed March 8, 2000 with the County Clerk of
Xxxxx County, Kentucky
(p) File number AP0212701 filed February 7, 2000 with the Secretary
State of Ohio
(q) File number U-00-12953 filed Xxxxxxxx 00, 0000 xx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx
(x) File number 2000ST0350301 filed December 21, 2000 in York County,
Pennsylvania
(s) File number 00-8760 filed December 21, 2000 Cumberland County,
Pennsylvania
(t) File number 00-2876ST filed December 21, 2000 in Berks County,
Pennsylvania
(u) File number AP301653 filed December 21, 2000 with the Secretary
State of Ohio
(v) File number 509179 filed December 21, 2000 in Xxxxx County, Ohio
2. UCC Financing Statement filed against Bon Voyage International Travel as
Debtor and Galileo as Secured Party, File Number 200000033377 filed
February 7, 2000 with the Secretary of State of Florida
3. UCC Financing Statements filed against Sundance California Subsidiary
naming Galileo as Secured Party:
(a) File number 0033960129 filed on November 30, 2000 with the Secretary
of State of California (Sundance Travel International, Inc. as
debtor)
(b) File number 0033960123 filed on November 30, 2000 with the Secretary
of State of California (ATWT Acquisition Corp. as debtor)
