EXHIBIT 10.51
THIRD AMENDMENT TO CREDIT AGREEMENT AND
SECOND AMENDMENT ADDITIONAL STOCK PLEDGE AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO ADDITIONAL
STOCK PLEDGE AGREEMENT (the "AMENDMENT"), dated as of December 1, 2004 (the
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"EFFECTIVE DATE"), is made by and among AMERICAN LEISURE HOLDINGS, INC., a
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Nevada corporation ("ALHI"), CARIBBEAN LEISURE MARKETING LIMITED, an Antiguan
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limited company ("CLM"), CASTLECHART LIMITED, a United Kingdom private limited
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company ("CC") (ALHI, CLM and CC collectively referred to herein as the
"BORROWERS" and individually as a "BORROWER"), and STANFORD VENTURE CAPITAL
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HOLDINGS, INC. (the "LENDER"). All other capitalized terms used in this
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Amendment and not otherwise defined have the meanings set forth in that certain
Credit Agreement dated as of June 17, 2004 (the "AGREEMENT").
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RECITALS
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WHEREAS, the Borrowers and Lender entered into the Agreement pursuant to
which the Lender committed to make credit loans to the Borrowers; and
WHEREAS, the Borrowers and Lender entered into that certain Additional
Stock Pledge Agreement dated as of June 17, 2004 (the "ADDITIONAL STOCK PLEDGE
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AGREEMENT") pursuant to which the Borrowers pledged to Lender a security
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interest in certain collateral; and
WHEREAS, the Borrowers and the Lender entered into that certain First
Amendment to Credit Agreement and Additional Stock Pledge Agreement, dated as of
September 10, 2004 (the "FIRST AMENDMENT"), and that certain Second Amendment to
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$1 Million Credit Agreement dated as of November 16, 2004 (the "SECOND
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AMENDMENT").
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WHEREAS, the Borrowers executed a Promissory Note in the principal amount
of $1,000,000 dated as of the initial Borrowing Date and a Renewal Promissory
Note in the principal amount of $1,155,000 dated as of September 10, 2004, each
payable to the order of the Lender (collectively, the "NOTE"); and
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WHEREAS, the Borrowers and Lender (collectively the "PARTIES") wish to
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amend the Agreement and the Additional Stock Pledge Agreement as provided below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and other good and valuable consideration
exchanged between the parties, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AMENDMENT
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1. MODIFICATION OF MAXIMUM LOAN COMMITMENT. The Maximum Loan
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Commitment as defined in Section 1.1.32 of the Agreement shall be increased to
the aggregate principal amount of up to $1,355,000.00. All references in the
Agreement to the Maximum Loan Commitment shall be revised to $1,355,000.00.
2. ADDITIONAL AVAILABILITY. The following aggregate amounts (including
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all advances previously made under the Agreement) shall be added to Section
1.1.4 of the Agreement:
December 16, 2004 $1,255,000.00
January 13, 2005 $1,355,000.00
3. INTEREST PAYMENTS. Section 2.7.2 of the Agreement shall be
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replaced in its entirety to read as follows:
2.7.2 Borrower shall pay the Lender interest quarterly on the unpaid
principal balance of the Loan, in arrears, at a per annum rate equal to eight
percent (8%). Interest charges shall be computed on the basis of a year of 360
days and actual days elapsed, and will be payable to the Lender on each
applicable Loan Payment Date. Interest shall accrue on the unpaid Principal
Amount from advances previously made on and after April 22, 2004 until April 22,
2007 (the "MATURITY DATE"). Payments of the Interest due under this Note shall
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be made as follows in immediately available lawful money of the United States of
America:
(i) Through December 31, 2004, quarterly in arrears.
(ii) All Interest accruing from January 1, 2005 until March 31, 2006
shall be payable in a lump sum on April 3, 2006.
(iii) Interest accruing on and after April 1, 2006 shall be payable
quarterly in arrears.
(iv) Upon the Maturity Date, all of the principal amount of the Note,
all accrued and unpaid Interest, and all other sums due and owing to Lender
hereunder shall be paid in full; each payment is to be applied first to
accrued and unpaid Interest and the balance in the reduction of the
principal amount of the Note.
4. RENEWAL NOTE. Simultaneously with the execution of this Amendment,
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the Borrowers have executed a Second Renewal Promissory Note (the
"SECOND RENEWAL NOTE," a copy of which is attached hereto as Exhibit A) which
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renews, replaces and supercedes the Notes. Upon the execution of this Amendment
and the Second Renewal Note, the Notes shall be marked cancelled and returned to
the Borrower. All references to the Notes as defined in Section 1.1.33 of the
Credit Agreement and the Recitals of the Additional Stock Pledge Agreement shall
be amended to state the "Second Renewal Note."
5. MISCELLANEOUS.
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(a) The Agreement and the Additional Stock Purchase Agreement are
reaffirmed and ratified in all respects, except as expressly provided
herein.
(b) In the event of any conflict between the terms or provisions of
(i) this Amendment and the Agreement or (ii) the Amendment and the
Additional Stock Pledge Agreement, then this Amendment shall prevail in all
respects. Otherwise, the provisions of the Agreement and the Additional
Stock Pledge Agreement shall remain in full force and effect.
(c) Capitalized terms used in this Amendment and not otherwise defined
in this Amendment have the meanings assigned to them in the Agreement
and/or the Additional Stock Pledge Agreement, as the case may be.
(d) The parties shall execute and deliver any other instruments or
documents and take any further actions after the execution of this
Amendment, which may be reasonably required for the implementation of this
Amendment and the transactions contemplated hereby.
(e) This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument. For purposes of authenticating this
Amendment, facsimile signatures shall be deemed original.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
effective on the date first written above.
"BORROWERS"
AMERICAN LEISURE HOLDINGS, INC.
a Nevada corporation
-------------------------------- By:
(Signature of Witness) ------------------------------
Its:
-------------------------------- ------------------------------
(Printed Name of Witness)
CARIBBEAN LEISURE MARKETING in
LIMITED, an Antiguan limited
company
-------------------------------- By:
(Signature of Witness) ------------------------------
Its:
-------------------------------- ------------------------------
(Printed Name of Witness)
CASTLECHART LIMITED, A United
Kingdom private limited company
-------------------------------- By:
(Signature of Witness) ------------------------------
Its:
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(Printed Name of Witness)
"LENDER"
STANFORD VENTURE CAPITAL
HOLDINGS, INC.
-------------------------------- By:
(Signature of Witness) ------------------------------
Name:
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(Printed Name of Witness) Title:
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EXHIBIT A
SECOND RENEWAL PROMISSORY NOTE
