Exhibit 10.104
NOTE MODIFICATION AGREEMENT
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THIS AGREEMENT is dated as of February ___, 2006, among STANFORD
INTERNATIONAL BANK LIMITED, an Antiguan banking corporation ("SIBL"), and
AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation ("ALHI"), 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"), TIERRA DEL SOL RESORT, INC., a
Florida corporation formerly known as SUNSTONE GULF RESORT, INC., a Florida
corporation ("TDSR"), ADVANTAGE PROFESSIONAL MANAGEMENT GROUP, INC., a Florida
corporation ("APMG"), and XXXXXXX X. XXXXXX ("Xxxxxx").
RECITALS
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A. SIBL is the owner and holder of the following Promissory Notes:
1. $6,000,000 Promissory Note dated December 18, 2003, originally
issued by TDSR, ALMT, APMG, CLM, CC and ALHI in favor of Stanford Venture
Capital Holdings, Inc., a Delaware corporation ("SVCH"), which note has
been assigned by SVCH to SIBL effective as of November 30, 2004 (the
"$6,0000,000 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 SVCH to SIBL effective as of November 30, 2004 (the
"$3,000,000 Note").
3. $1,250,000 Promissory Note dated as of November 15, 2004,
originally issued by ALMT, OHI, AL, WTO, ATMG, HTS, and ALHI in favor of
SVCH, which note has been assigned by SVCH to SIBL effective as of November
30, 2004 (the "$1,250,000 Note").
4. $1,355,000 Second Renewal Promissory Note dated 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").
5. $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").
6. $2,100,000 Promissory Note dated as of December 28, 2005, issued by
TDSR in favor of SIBL (the "$2,100,000 Note").
X. Xxxxxx is the President 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 $6,000,000 Note.
X. Xxxxxx and the Borrowers have requested that SIBL grant certain
extensions of 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 foregoing recitals are true
and correct and further acknowledge and agree as follows:
1. Interest on the $6,000,000 Note has been paid through December 31,
2004. Interest accrued from January 1, 2005, through September 30, 2006, on
the $6,000,000 Note shall be due and payable on September 30, 2006.
Interest accruing after September 30, 2006, on the $6,000,000 Note shall be
paid in accordance with the original terms of the Note.
2. Interest accrued on the $3,000,000 Note from the date of the Note
through September 30, 2006, shall be due and payable on September 30, 2006.
Interest accruing after September 30, 2006, on the $3,000,000 Note shall be
paid in accordance with the original terms of the Note.
3. The Maturity Date of the $1,250,000 Note is hereby extended to
September 30, 2006. The principal amount of the $1,250,000 Note, together
with all interest accrued from the date of the $1,250,000 Note, shall be
due and payable in full on that date. No payments shall be required prior
to the revised Maturity Date.
4. The Maturity Date of the $1,355,000 Note is hereby extended to June
30, 2007. The principal amount of the $1,355,000 Note, together with all
interest accrued from the date of the Note, shall be due and payable in
full on that date. No payments shall be required prior to the revised
Maturity Date.
5. The Maturity Date of the $305,000 Note is hereby extended to June
30, 2007. The principal amount of the Note, together with all interest
accrued from the date of the Note, shall be due and payable in full on that
date. No payments shall be required prior to the Maturity Date.
6. Interest on the outstanding principal balance of the $2,100,000
Note will payable in arrears, on a quarterly basis, with the first payment
due on March 28, 2006 and with subsequent payments due on each subsequent
June 28, September 28, December 28 and March 28, until the Maturity Date of
December 27, 2007, when the outstanding principal balance and all accrued
but unpaid interest will be due and payable in full.
7. Xxxxxx hereby consents to the modifications of the Notes set forth
above and reaffirms his unconditional Guaranty of the $6,000,000 Note.
8. SIBL hereby waives: (i) 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; and (ii) any defaults arising from the failure of the Borrowers
and Around the World Travel, Inc. ("AWT") under the $1,250,000 Note to
fulfill the financial reporting requirements under the loan documents
related to the $1,250,000 Note. SIBL further waives the obligation of the
Borrowers and AWT under the $1,250,000 Note to fulfill the financial
reporting requirements described in subsection (ii) above in the future,
provided that SIBL may reinstate such requirements at any time upon written
demand to the Borrowers under the $1,250,000 Note.
9. Except as specifically modified herein, all terms of the Notes and
the other agreements relating thereto shall remain in full force and
effect.
STANFORD INTERNATIONAL BANK LIMITED,
an Antiguan banking corporation
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: CFO
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AMERICAN LEISURE HOLDINGS, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: CEO
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AMERICAN LEISURE MARKETING &
TECHNOLOGY, INC., a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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ORLANDO HOLIDAYS, INC., a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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AMERICAN LEISURE, INC., a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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WELCOME TO ORLANDO, INC., a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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AMERICAN TRAVEL & MARKETING GROUP,
INC., a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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HICKORY TRAVEL SYSTEMS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: CEO
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CARIBBEAN LEISURE MARKETING LIMITED,
an Antiguan limited company
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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CASTLECHART LIMITED, a United Kingdom private
limited company
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Managing Director
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TIERRA DEL SOL RESORT, INC., a Florida
corporation formerly known as Sunstone Gulf Resort, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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ADVANTAGE PROFESSIONAL MANAGEMENT
GROUP, INC., a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
