REAFFIRMATION OF GUARANTY
Exhibit
10.9
This
REAFFIRMATION
OF GUARANTY AGREEMENT,
made as
of the 26 day of June, 2007 (the “Agreement”),
by
AMERICAN LEISURE HOLDINGS, INC.
a Nevada
corporation, having an address at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000,
TDS
AMENITIES, INC.
a
Florida corporation, having an address at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx
00000 and XXXXXXX
XXXXXX residing
at xxxx xxxx xxxxx xxxxxxx xxxx xxxxx, Xxxxxxx Xxxxxxx
00000, jointly and severally (individually
and collectively, “Guarantor”)
in
favor of XXXXXXX
FUNDING INC., a
New
Jersey corporation, having its principal place of business at Xxx Xxxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000 (“Agent”),
as
agent for lenders identified in Schedule “A” to the Note (as hereinafter
defined) (Agent and the lenders identified in Schedule “A” are hereinafter
collectively referred to as (“Lender”).
WITNESSETH:
WHEREAS,
Lender
is the holder of a certain Promissory Note evidencing a mortgage loan
(“Loan”)
to
COSTA
XXXXXX XX REAL ESTATE, LLC,
a
Florida limited liability company, having an address at 0000 Xxxx Xxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000, XXXXX XXXXXX III REAL ESTATE, LLC, a Florida limited
liability company, having an address at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx
00000, TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company,
having an address at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 and TDS
TOWN
HOMES (PHASE 2), LLC, a Florida limited liability company, having an address
at
0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, jointly and severally
(collectively, “Borrower”)
dated
as of April 20, 2007, in the original principal amount of TWENTY
FOUR MILLION NINE HUNDRED THOUSAND ($24,900,000) DOLLARS,
(the
“Note”),
said
Note being described in that certain Loan and Security Agreement dated as
of
April 20, 2007 by and between Borrower and Lender ( “Loan
Agreement”).
WHEREAS,
the Note
is secured by certain loan documents, including, but not limited to, a first
priority Mortgage and Security Agreement dated as of April 20, 2007
(“Mortgage”)
on
certain real property more particularly described in the Mortgage; (hereinafter
the Note, Loan Agreement, Mortgage, and all other documents related thereto
shall collectively be referred to as the “Loan
Documents”).
WHEREAS,
Borrower’s obligations to Lender under the Loan Documents have been guaranteed
by Guarantor by a certain Guaranty dated as of April 20, 2007 (“Guaranty”).
WHEREAS,
Borrower and Lender have agreed to (i) amend and restate the Note in its
entirety pursuant to that certain Amended and Restated Promissory Note dated
as
of Xxxxx 00, 0000, (xx) amend the Loan and Security Agreement and other Loan
Documents pursuant to that certain First Amendment to Loan and Security
Agreement and Other Loan
Documents of even date herewith, and (iii) amend the Mortgage pursuant to
that
certain First Amendment to Mortgage and Security Agreement of even date
herewith.
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NOW,
THEREFORE,
for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Guarantor
acknowledges that Borrower and Lender have entered into among other documents,
a
certain (i) Amended and Restated Promissory Note dated as of Xxxxx 00, 0000,
(xx) First Amendment to Loan and Security Agreement and other Loan Documents
of
even date herewith, and (iii) First Amendment to Mortgage and Security Agreement
of even date herewith (the “New
Loan Documents”).
2. Guarantor
hereby reaffirms all of Guarantor’s liability under and pursuant to the Guaranty
and/or in the New Loan Documents and such Guaranty shall continue in full
force
and effect and Guarantor shall continue to guaranty as surety, all of Borrower’s
obligations under the Loan Documents and the New Loan Documents in accordance
with the Guaranty. The New Loan Documents and the Loan Documents shall
hereinafter collectively be referred to as the “Loan
Documents”.
3. This
Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by the Lender and each of its successors and assigns; provided,
however, that the undersigned shall not assign any of its rights, obligations
or
interest hereunder or under any of the other documents referenced herein
without
the prior written consent of Lender. THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE
LAWS OF THE STATE OF NEW JERSEY.
In the
event that any provision of this Agreement shall provide to be invalid or
unenforceable, such provision shall be deemed to be severable from the other
provision of this Agreement which shall remain binding on the parties
hereto.
[Remainder
of this Page Intentionally Left Blank.]
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IN
WITNESS WHEREOF, the parties have executed this Reaffirmation of Guaranty
as of
the date first above written.
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WITNESS:
/s/
Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
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GUARANTOR:
AMERICAN
LEISURE HOLDINGS, INC.
a
Nevada corporation
By:
/s/ Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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WITNESS:
/s/
Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
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GUARANTOR:
/s/
Xxxxxxx X. Xxxxxx
XXXXXXX
X. XXXXXX,
an individual
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WITNESS:
/s/
Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
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GUARANTOR:
TDS
AMENITIES, INC.
a
Florida corporation
By:
/s/ Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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STATE
OF FLORIDA
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)
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ss.:
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COUNTY
OF ORANGE
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)
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I
certify
that on June 20th, 2007, Xxxxxxx X. Xxxxxx came before me in person and
stated to my satisfaction that he/she:
(a)
made
the
attached instrument; and
(b)
was
authorized to and did execute this instrument on behalf of and as Chief
Executive Officer of AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
(the
“Company”), the entity named in this instrument, as the free act and deed of the
Company, by virtue of the authority granted by its bylaws and its board of
directors.
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/s/
X.X. Xxxxxx
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NOTARY
PUBLIC
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STATE
OF FLORIDA
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)
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)
ss.:
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COUNTY
OF ORANGE
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)
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On
the
20th day of June, 2007, before me personally came Xxxxxxx X. Xxxxxx,
who
being by me duly sworn, did depose and say that he signed, sealed and delivered
this instrument as his voluntary act and deed.
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/s/
X.X. Xxxxxx
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NOTARY
PUBLIC
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STATE
OF FLORIDA
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)
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)
ss.:
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COUNTY
OF ORANGE
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)
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I
certify
that on June 20th, 2007, Xxxxxxx X. Xxxxxx came before me in person and
stated to my satisfaction that he/she:
(a)
made
the
attached instrument; and
(b)
was
authorized to and did execute this instrument on behalf of and as Chief
Executive Officer of TDS AMENITIES, INC., a Florida corporation (the “Company”),
the entity named in this instrument, as the free act and deed of the Company,
by
virtue of the authority granted by its bylaws and its board of
directors.
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/s/
X.X. Xxxxxx
NOTARY
PUBLIC
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