Exhibit 10.5
AMENDMENT NO. 1
TO
$4.3 MILLION CREDIT AGREEMENT
THIS AMENDMENT is dated as of December 18, 2006, and relates to the
$4,300,000 Credit Agreement dated as of November 22, 2006, among STANFORD
INTERNATIONAL BANK LIMITED, an Antiguan banking corporation, as Lender, and
AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation ("ALHI") and XXXXX CREEK
ACQUISITION COMPANY, LLC, a Florida limited liability company ("RCAC") as
Borrowers (the "Agreement").
1. Terms defined in the Credit Agreement are used herein as defined
therein.
2. Section 2.1 of the Agreement is hereby amended to increase the gross
Loan amount from $4,300,000 to $5,420,000 and Exhibit "C" is hereby amended to
read as set forth in the updated Exhibit "C" of even date attached hereto, which
includes an advance of $1,120,000 on the date hereof to cover placement of an
appeal bond in the amount of $1,100,000 on behalf of an affiliate of Borrowers,
together with related expenses.
3. The Note shall be amended and restated as of this date in the amount of
$13.42 million in the form attached as amended Exhibit "B."
4. Section 2.3 of the Agreement is hereby amended to permit use of
$1,120,000 of the proceeds of the Loan for purposes of placement of an appeal
bond on behalf of Borrowers' Affiliate SOUTH BEACH RESORTS, LLC, together with
related expenses, as set forth on amended Exhibit "C" attached hereto.
5. Section 2.4 of the Agreement is hereby amended to provide for execution
and delivery to Lender of a Third Mortgage Modification Agreement and Future
Advance Certificate (the "Third Modification") in form and substance acceptable
to Lender to reflect the $1.12 million increase in the maximum Loan amount
(hereafter, the Mortgage, as amended through the Third Modification, shall be
referred to as the "Mortgage").
6. ALHI's chairman, Xxxxxxx Xxxxxx, shall execute and deliver to Lender an
amended and restated Guaranty in form and substance satisfactory to Lender
covering the amended maximum Loan amount of $5.45 million.
7. Except as expressly amended herein, all terms and provisions of the
Agreement shall remain in full force and effect.
[Signature page to follow]
STANFORD INTERNATIONAL BANK LIMITED
By:
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AMERICAN LEISURE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXX CREEK ACQUISITIONS COMPANY, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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