Exhibit 10.48
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into on August 15, 2006, effective
as of June 30, 2006, among STANFORD INTERNATIONAL BANK LIMITED, a bank organized
under the laws of Antigua ("Stanford"), AMERICAN LEISURE HOLDINGS, INC., a
Nevada corporation ("AMLH"), TIERRA DEL SOL RESORT, INC., a Florida corporation
f/k/a Sunstone Golf Resort, Inc. ("TDSR"), 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"), ADVANTAGE PROFESSIONAL MANAGEMENT GROUP,
INC., a Florida corporation ("APMG"), CARIBBEAN LEISURE MARKETING LIMITED, an
Antiguan limited company ("CLM") and CASTLECHART LIMITED, a United Kingdom
private limited company ("CC").
RECITALS
X. Xxxxxxxx is the owner of (i) a certain Promissory Note originally dated
December 18, 2003, in the principal amount of $6,000,000 made by AMLH,
TDSR, ALMT, APMG, CLM, and CC in favor of Stanford Venture Capital
Holdings, Inc., a Delaware corporation ("SVCH"), which note was assigned by
SVCH to Stanford as of November 30, 2004 (the "$6,000,000 Note"), (ii) a
certain Promissory Note originally dated June 17, 2004, in the principal
amount of $3,000,000 made by AMLH, ALMT, OHI, AL, WTO, ATMG and HTS in
favor of SVCH, which note was assigned by SVCH to Stanford as of November
30, 2004 (the $3,000,000 Note"), (iii) a certain Promissory Note originally
dated December 13, 2004, in the principal amount of $1,355,000 made by
AMLH, CLM and CC in favor of SVCH, which note was assigned by SVCH to
Stanford as of November 30, 2004 (the "$1,355,000 Note"), (iv) a certain
Promissory Note originally dated November 15, 2004, in the principal amount
of $1,250,000 made by AMLH, ALMT, OHI, AL, WTO, ATMG and HTS in favor of
SVCH, which note was assigned by SVCH to Stanford as of November 30, 2004
(the "$1,250,000 Note"), (v) a certain Promissory Note dated January 4,
2006, in the principal amount of $8,000,000 made by AMLH in favor of
Stanford (the "$8,000,000 Note"), (vi) a certain Promissory Note dated
December 28, 2005, in the principal amount of $2,100,000 made by AMLH in
favor of Stanford (the "$2,100,000 Note") and (vii) a certain Promissory
Note dated September 7, 2005, in the principal amount of $305,000 issued by
CLM, CC and AMLH in favor of Stanford (the "$305,000 Note") (collectively,
the "Promissory Notes");
X. Xxxxxxxx is the guarantor on $6,000,000 stated amount letters of credit
issued on December 28, 2005, for the benefit of AMLH and in favor of
KeyBank (the "Letters of Credit");
D. AMLH, through its wholly-owned subsidiary CC, owns 81% of the issued and
outstanding stock in CLM. CLM in turn owns 49% of the issued and
outstanding stock in Caribbean Media Group, Ltd., an Antiguan limited
company ("CMG"). CMG owns and operates a call center in Xxxxxxxx, Antigua;
E. AMLH has invested $5,663,174 in CLM through loans aggregating that amount
as of June 30, 2006, which loans are evidenced by a promissory note from
CLM to AMLH dated as of June 30, 2006, a copy of which is attached as
Exhibit "A" (the "CLM Note");
F Stanford desires to acquire all of AMLH's debt and equity interests in CLM;
and
G. AMLH desires to sell its debt and equity interests in CLM on the terms and
conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree that the
foregoing recitals are true and correct and further agree as follow:
1. PURCHASE AND SALE OF STOCK AND INDEBTEDNESS; WARRANTS. AMLH hereby
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sells to Stanford, and Stanford purchases from AMLH, all of the common stock of
CLM owned by AMLH, representing 81% of the issued and outstanding shares of CLM
capital stock (the "CLM Shares"), and the CLM Note for an aggregate purchase
price of $1 plus the investment of $5,663,174 (the "Purchase Price").
Immediately upon the execution of this Agreement, Stanford shall pay the
Purchase Price as set forth in Section 2 below (including delivery of certain
cancelled Promissory Notes) and AMLH will deliver to Stanford the certificates
for the CLM Shares, together with a duly executed stock power transferring the
certificates, and the original CLM Note endorsed in favor of Stanford. As
further consideration for Stanford's purchase of the CLM Shares and CLM Note,
immediately upon the execution of this Agreement, AMLH shall issue to Stanford a
warrant to purchase 355,000 shares of AMLH common stock at an exercise price of
$10.00 per share with an expiration date of April 30, 2008, in the form of
Exhibit "B" attached.
2. THE PURCHASE PRICE. The Purchase Price is payable as follows:
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x. Xxxxxxxx forgives and permanently discharges and deems satisfied
the $1,250,000 Note as well as all accrued interest and fees through June
30, 2006, which interest and fees amount to $161,342. Stanford will deliver
to AMLH at closing the cancelled $1,250,000 Note.
x. Xxxxxxxx forgives and permanently discharges and deems satisfied
the $2,100,000 Note as well as all accrued interest and fees through June
30, 2006, which interest and fees amount to $191,100. Stanford will deliver
to AMLH at closing the cancelled $2,100,000 Note. In the event that, before
the closing, Stanford receives payments relating to satisfaction of the
mortgage securing payment of the $2,100,000 Note, then Stanford shall pay
all such funds to AMLH at closing.
x. Xxxxxxxx forgives and permanently discharges and deems satisfied
the accrued interest through June 30, 2006, on the $6,000,000 Note, which
interest amounts to US$546,000.
x. Xxxxxxxx forgives and permanently discharges and deems satisfied
the accrued interest through June 30, 2006, on the $3,000,000 Note, which
interest amounts to US$654,080.
x. Xxxxxxxx forgives and permanently discharges and deems satisfied
$220,652 of the $331,178 interest accrued through June 30, 2006, on the
$8,000,000 Note so that $110,526 in accrued interest on the Note remains
outstanding as of June 30, 2006.
x. Xxxxxxxx forgives and permanently discharges and deems satisfied
the accrued fees through June 30, 2006, on the $6,000,000 Letter of Credit
which fees amount to US$540,000.
3. MODIFICATION OF COLLATERAL. The $3,000,000 Note is secured by a pledge
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of the common stock held by AMLH in ALMT, OHI, ALI, WTO, ATMG, and HTS (the
"Stock Collateral"). Immediately upon execution of this Agreement, the security
agreement relating to the Stock Collateral shall be amended in the form attached
as Exhibit "C" so that the $1,355,000 Note and the $305,000 Note are also
secured by the Stock Collateral.
4. RESTATED DEBT. Effective as of June 30, 2006, the remaining debts of
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AMLH and its affiliates to Stanford are restated as follows:
a. The $6,000,000 Note, which matures December 18, 2008, with interest
accruing from July 1, 2006;
b. The $3,000,000 Note, which matures April 30, 2007, with interest
accruing from July 1, 2006;
c. The $1,355,000 Note, which matures June 30, 2007, with interest of
$54,227 accrued as of June 30, 2006, and additional interest continuing to
accrue from July 1, 2006;
d. The $8,000,000 Note, which matures December 31, 2006, with interest
of $110,526 accrued as of June 30, 2006, and additional interest continuing
to accrue from July 1, 2006; and
e. The $305,000 Note, which matures June 30, 2007, with interest of
$17,098 accrued as of June 30, 2006, and additional interest continuing to
accrue from July 1, 2006.
Notwithstanding the foregoing, the parties agree that CLM is hereby released and
discharged from any and all liability under the $6,000,000 Note and the $305,000
Note.
5. REPRESENTATIONS AND WARRANTIES OF AMLH. AMLH warrants and represents to
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Stanford, which representations and warranties shall be true and correct as of
the effective date of this Agreement and as of closing, as follows:
a. Title to Stock. AMLH will deliver to Stanford good and marketable
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title to the CLM Shares and CLM Note, free and clear of all liens, security
interests, claims, pledges and encumbrances of any kind.
b. Authority. AMLH has full right, power and authority to sell,
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transfer and deliver to Stanford the full legal and beneficial ownership in
the CLM Shares and CLM Note and to consummate the transactions contemplated
herein. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby nor compliance by AMLH
with any of the provisions hereof will (i) result in any conflict with,
breach of or default (or give rise to any right of termination,
cancellation or acceleration) under any agreement, instrument or other
obligation to which AMLH is a party or by which AMLH or any of its
properties may be bound, or (ii) violate any order, writ, injunction,
judgment, decree, law, statute, rule or regulation applicable to AMLH or
any of its properties or assets.
c. Financial Statements. Attached as Exhibit "D" are true and correct
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copies of the balance sheets and income statements of CLM and CMG as of and
for the year ended December 31, 2005, and as of and for the six months
ended June 30, 2006 (the 'Financial Statements"). The Financial Statements
are true and correct in all material respects, and there has been no
material adverse change in the business, operations or financial condition
of CLM or CMG from June 30, 2006, through the date of execution of this
Agreement. Neither CLM nor CMG has incurred any material liabilities from
June 30, 2006, through the date of execution of this Agreement.
6. "AS IS" TRANSACTION. The parties acknowledge and understand that AMLH is
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selling its equity and debt interests in CLM "AS IS," without recourse to AMLH,
and that AMLH has not made any representation or warranty regarding CLM or its
interests therein except for those representations and warranties set forth in
this Agreement. Specifically, the parties acknowledge and understand that AMLH
has not made any representation or warranty regarding the value of the CLM
Shares or the CLM Note or the value of CLM as a going concern. The parties agree
that Stanford has conducted due diligence sufficient to inform its decision to
acquire the CLM Shares and the CLM Note.
7. CONDUCT SUBSEQUENT TO EXECUTION. Each party shall, at any time and from
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time to time after execution of this Agreement upon the request of the other
party, or its successors or assigns, execute, acknowledge and deliver to the
other party, or its successors or assigns, such further instruments of
conveyance, pledge, assignment, transfer, powers of attorney, consents and
assurances and shall take such other action as such party, or its successors or
assigns, may reasonably request in order to more effectively consummate the
transactions contemplated herein.
8. MISCELLANEOUS.
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a. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT
LIMITED TO ANY CLAIMS, CROSS CLAIMS OR THIRD PARTY CLAIMS) ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF THE PARTIES.
b. Expenses. Except as otherwise provided by this Agreement, all legal
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and other costs and expenses incurred in connection with this Agreement and
the transactions contemplated herein will be paid by each party as each
such party incurs such expenses.
c. Notices. Any notice or other communication required or permitted
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under this Agreement will be given in writing and will be delivered by
hand, by facsimile or overnight courier or sent by certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Stanford, to:
c/o Xxxxx X. Xxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Facsimile: 000-000-0000
With a copy to:
Xxxxxx X. Xxxxxxxx
Xxxxxx & Xxxx LLP
0000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
If to AMLH, to:
Xxxxxxx X. Xxxxxxx, Esq.
Executive Vice President, General Counsel,
and Secretary
0000 Xxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
Any such notice or communication will be effective and be deemed to have
been given as of the date delivered, if by hand, facsimile or overnight courier,
or as of the date or receipt or refusal, if mailed. Any party may change the
foregoing address by giving notice to all of the other parties.
d. Entire Agreement. This Agreement (i) constitutes the entire and
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exclusive agreement and understanding between the parties with respect to
the subject matter hereof; (ii) will inure only to the benefit of the
parties hereto, and no other person will have any rights hereunder, (iii)
except as otherwise provided herein, will be binding upon the respective
successors and assigns of the parties; and (iv) supersedes and revokes all
prior agreements, oral or written.
e. Applicable Law. The validity, enforcement, and construction of this
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Agreement will be governed by the laws of the State of Florida.
f. Binding Arbitration. The parties will arbitrate any dispute which
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may arise between them with respect to or in connection with this Agreement
or the prior relationship of the parties. Such dispute will be resolved in
accordance with the then applicable rules of the American Arbitration
Association. The award of the arbitrators will be binding on the parties,
and judgment on such award may be entered in any court of competent
jurisdiction. Arbitration will take place in Miami, Florida.
g. Headings. The headings in this Agreement are solely for convenience
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of reference and will not affect its interpretation.
h. Counterparts. This Agreement may be executed in as many
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counterparts as may be deemed necessary or convenient, all of which taken
together will constitute one and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart.
i. Gender, Etc. Words used herein, regardless of the number and gender
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specifically used, will be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or
neuter, as the context requires.
j. Interpretation. No provision of this Agreement is to be interpreted
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for or against any party because that party or that party's legal
representative drafted such provision.
k. Provisions Separable. The provisions of this Agreement are
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independent of and separable from each other, and no provision will be
affected or rendered invalid or unenforceable by virtue of the fact that
for any reason any other provision or provisions may be invalid or
unenforceable in whole or in part.
l. Independent Counsel. The parties acknowledge and agree that each of
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them has been represented by its own counsel in connection with the
preparation of this Agreement.
m. Amendments; Waivers. This Agreement may be amended or modified, and
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any of the terms, covenants, representations, warranties or conditions in
this Agreement may be waived, only by a written instrument executed by the
parties, or in the case of a waiver, by the party waiving compliance. Any
waiver by any party of any condition, or of the breach of any provision,
term, covenant, representation or warranty contained in this Agreement, in
any one or more instances, will not be deemed to be nor construed as a
further waiver of such condition, or of the breach of any other provision,
term, covenant, representation or warranty of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
STANFORD INTERNATIONAL BANK LIMITED
By:/s/ Xxxxxx X. Xxxxx
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Its: Senior Managing Director
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Name: Xxxxxx X. Xxxxx
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AMERICAN LEISURE HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Its: CEO
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Name: Xxxxxxx X. Xxxxxx
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TIERRA DEL SOL RESORT, INC.,
By:/s/ Xxxxxxx X. Xxxxxx
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Its: President
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Name: Xxxxxxx X. Xxxxxx
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AMERICAN LEISURE MARKETING & TECHNOLOGY, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Its: Director
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Name: Xxxxxxx X. Xxxxxx
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ORLANDO HOLIDAYS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Its: Director
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Name: Xxxxxxx X. Xxxxxx
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AMERICAN LEISURE, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Its: President
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Name: Xxxxxxx X. Xxxxxx
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WELCOME TO ORLANDO, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Its: President
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Name: Xxxxxxx X. Xxxxxx
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AMERICAN TRAVEL & MARKETING GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Director
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Name: Xxxxxxx X. Xxxxxx
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HICKORY TRAVEL SYSTEMS, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
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Its: Authorized Agent
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Name: Xxxxxxx X. Xxxxxxx
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ADVANTAGE PROFESSIONAL MANAGEMENT GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
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Name: Xxxxxxx X. Xxxxxx
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CARIBBEAN LEISURE MARKETING LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Director
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Name: Xxxxxxx X. Xxxxxx
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CASTLECHART LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Director
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Name: Xxxxxxx X. Xxxxxx
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