NOTE MODIFICATION AGREEMENT
THIS
AGREEMENT is dated as of December 31st,
2006,
among STANFORD INTERNATIONAL BANK LIMITED, an Antiguan banking corporation
(“SIBL”), and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“ALHI”),
XXXXX CREEK ACQUISITION COMPANY, LLC, a Florida limited liability company
(“RCAC”), AMERICAN LEISURE MARKETING & TECHNOLOGY, INC., a Florida
corporation (“ALMT”), ORLANDO HOLIDAYS, INC., a Florida corporation (“OHI”),
AMERICAN LEISURE, INC., a Florida corporation (“AL”), WELCOME
TO ORLANDO, INC.,
a
Florida corporation (“WTO”), AMERICAN
TRAVEL & MARKETING GROUP, INC.,
a
Florida corporation (“ATMG”), HICKORY
TRAVEL SYSTEMS, INC.,
a
Delaware corporation (“HTS”), CARIBBEAN
LEISURE MARKETING LIMITED,
an
Antiguan limited company (“CLM”), CASTLECHART
LIMITED,
a
United Kingdom private limited company (“CC”), and XXXXXXX
X. XXXXXX
(“Xxxxxx”).
RECITALS
| A. |
SIBL
is the owner and holder of the following Promissory
Notes:
|
| 1. |
$15,300,000.00
Fourth Renewed, Amended and Increased Promissory Note dated January
31,
2007, originally issued by RCAC in favor of SIBL (the “$15,300,000
Note”).
|
| 2. |
$3,000,000
Promissory Note dated June 17, 2004, originally issued by ALMT, OHI,
AL,
WTO, ATMG, HTS, and ALHI in favor of SVCH, which note has been assigned
by
SVDH to SIBL effective as of November 30, 2004 (the “$3,000,000
Note”).
|
| 3. |
$1,355,000
Second Renewal Promissory Note date as of December 13, 2004, originally
issued by CLM, CC and ALHI in favor of SVCH, which note has been
assigned
by SVCH to SIBL effective as of November 30, 2004 (the “$1,355,000
Note”).
|
| 4. |
$305,000
Secured Promissory Note dated as of September 7, 2005, issued by
CLM, CC
and ALHI in favor of SIBL (the “$305,000
Note”).
|
| X. |
Xxxxxx
is the Chief Executive Officer and a major stockholder of ALHI and
directly or indirectly owns a substantial equity interest in the
obligors
(the “Borrowers”) under the above-described promissory notes (each a
“Note”; collectively the “Notes”).
|
| X. |
Xxxxxx
is the guarantor of the $15,300,000
Note.
|
| X. |
Xxxxxx
and the Borrowers have requested that SIBL grant certain extensions
of the
payments required under the Notes, and SIBL is agreeable to
same.
|
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that the forgoing recitals are true and correct
and further acknowledge and agree as follows:
| 1. |
The
Maturity Date of the $15,300,000 Note is hereby extended to January
1,
2008. Interest on the $15,300,000 Note has been paid through September
30,
2006. Interest accrued from October
1, 2006 through January 1, 2008 shall be due and payable on January
1,
2008. No payments shall be required prior to January 1,
2008.
|
| 2. |
The
Maturity Date of the $3,000,000 Note is hereby extended to January
1,
2008. Interest on the $3,000,000 Note has been paid through September
30,
2006. Interest accrued from October 1, 2006 through January 1, 2008
shall
be due and payable on January 1, 2008. No payments shall be required
prior
to January 1, 2008.
|
| 3. |
The
Maturity Date of the $1,355,000
Note
is hereby extended to January 1, 2008. Interest on the $1,355,000
Note
has been paid through September 30, 2006. Interest accrued from October
1,
2006 through January 1, 2008 shall be due and payable on January
1, 2008.
No payments shall be required prior to January 1,
2008.
|
| 4. |
The
Maturity Date of the $305,000
Note
is hereby extended to January 1, 2008. Interest on the $305,000
Note
has been paid through September 30, 2006. Interest accrued from October
1,
2006 through January 1, 2008 shall be due and payable on January
1, 2008.
No payments shall be required prior to January 1,
2008.
|
| 5. |
Xxxxxx
hereby consents to the modifications of the Notes set forth above
and
reaffirms his unconditional Guaranty of the $15,300,000
Note.
|
| 6. |
SIBL
hereby waives any defaults arising under the Notes prior to the date
of
this Agreement attributable to the failure of the Borrowers to make
payments of interest due under the Notes prior to the date of this
Agreement.
|
| 7. |
Except
as specifically modified herein, all terms of the Notes and the other
agreements relating thereto shall remain in full force and
effect.
|
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and
year first above written.
|
STANFORD
INTERNATIONAL BANK
LIMITED,
an Antiguan banking corporation
By:
Name:
Title:
|
|
Nevada
corporation
By:
Xxxxxxx
X. Xxxxxx,
its
Chief Executive Officer
|
|
XXXXX
CREEK ACQUISITION
COMPANY,
LLC, a
Florida limited liability
company
By:
Xxxxxxx
X. Xxxxxx, its Manager
|
|
AMERICAN
LEISURE MARKETING &
TECHNOLOGY,
INC., a
Florida corporation
By:
Xxxxxxx
X. Xxxxxx, its President
|
|
ORLANDO
HOLIDAYS, INC., a
Florida
corporation
By:
Xxxxxxx
X. Xxxxxx, its President
|
|
AMERICAN
LEISURE, INC., a
Florida
corporation
By:
Xxxxxxx
X. Xxxxxx, its President
|
