Exhibit 10.11
IRREVOCABLE AND UNCONDITIONAL
GUARANTY
--------
THIS IRREVOCABLE AND UNCONDITIONAL GUARANTY (the "Guaranty") is dated as of
December 28, 2005, and is given by XXXXXXX X. XXXXXX, AMERICAN LEISURE HOLDINGS,
INC., a Nevada corporation, WEST VILLAS, INC., a Florida corporation, ORLANDO
TENNIS VILLAGE, INC., a Florida corporation, and MAINGATE TOWERS, INC., a
Florida corporation (individually, collectively, jointly and severally, the
"Guarantor"), in favor of STANFORD INTERNATIONAL BANK, LTD., an Antiguan banking
corporation (the "Lender").
W I T N E S S E T H:
-------------------
WHEREAS, contemporaneously with the execution of this Guaranty, the Lender
has agreed to extend credit in the aggregate principal amount of $8,100,000 (the
"Loan") to TIERRA DEL SOL RESORT, INC., a Florida corporation (the "Borrower"),
evidenced by, among other things, a credit agreement between Lender and Borrower
(the "Credit Agreement"), a Promissory Note in the principal amount of
$2,100,000 (the "Note"), letters of credit in the aggregate stated amount of
$6,000,000 and a Mortgage and Security Agreement (the "Mortgage"); and
WHEREAS, the Lender requires as an inducement and a prerequisite to the
funding of the Loan that the Guarantor deliver this Guaranty; and
WHEREAS, the Guarantor is willing to deliver this Guaranty as an inducement
to the Lender to grant and fund the Loan;
NOW, THEREFORE, in consideration of the foregoing, the Guarantor hereby
agrees with the Lender as follows:
I. REPRESENTATIONS AND WARRANTIES
OF GUARANTOR
Section 1.1 Representations and Warranties of the Guarantor.
-----------------------------------------------
Each Guarantor hereby represents and warrants as of the date of delivery as
follows:
(a) That the Guarantor is subject to service of process in the
State of Florida, and that has the capacity to enter into this
Guaranty and to execute and deliver this Guaranty.
(b) The execution and delivery of this Guaranty and compliance
with the terms hereof under the circumstances contemplated hereby will
not
constitute on the part of the Guarantor a breach of or a default
under any agreement or other instrument to which the Guarantor is a
party or any existing law, administrative regulation, court order or
consent decree to which the Guarantor is subject, or by which any of
his properties are bound. Lender, by acceptance of this Guaranty and
the granting and funding the Loan, agrees and acknowledges that the
Guarantor's execution and delivery of this Guaranty and performance by
Guarantor hereunder does not and will not constitute a breach or
default on the part of the Guarantor of any prohibition, agreement or
covenant related to any other credit facility or loan by and between
Guarantor and Lender, its affiliates or related entities.
(c) This Guaranty is necessary to promote and further the
business of the Guarantor and the assumption by the Guarantor of his
obligations hereunder will result in direct financial benefits to each
Guarantor and being given as a material inducement to the Lender to
extend credit to the Borrower and each Guarantor is an affiliate of
Borrower and/or will benefit from any credit extended to Borrower.
(d) There is no action, suit, proceeding or investigation at law
or in equity or before or by any court, public board or body pending
or, to his knowledge, threatened against or affecting the Guarantor or
to the best of his knowledge, any basis therefor, wherein an
unfavorable decision, ruling or finding would adversely affect the
transactions contemplated by the Loan Documents (as defined in section
2.1(b) below), or which, in any way, would adversely affect the
validity of the Credit Agreement, the Note or any of the Loan
Documents or any other agreement or instrument to which the Guarantor
is a party and which is used or contemplated for use in consummation
of the transactions contemplated by the Loan Documents.
Section 1.2 Covenants of the Guarantor.
------------------------------
Until termination of the LCs (as defined in the Credit Agreement) and
payment of all of the New Obligations (as defined in the Credit Agreement), each
Guarantor covenants and agrees:
(a) That he will furnish to the Lender, within 90 days after the
end of each fiscal year, personal financial statements, including, but
not limited to, state and federal income tax returns, prepared by
Guarantor, such financial statements to be prepared in a compilation
or review format, of the Guarantor's assets and liabilities in a form
acceptable to the Lender; and
(b) If Guarantor is a corporation, it will not, without the prior
written consent of the Lender, directly or indirectly, transfer, sell,
hypothecate, grant a security interest in or in any way encumber or
dispose of all or any part of its direct or indirect interest in the
common stock in the Borrower; nor shall the Guarantor, without the
prior written consent of the Lender, permit stock dividends, stock
splits or recapitalizations of the Borrower.
II. GUARANTY
Section 2.1 The Guaranty.
-------------
(a) Each Guarantor does hereby jointly, severally, absolutely and
unconditionally guarantee to the Lender the full and prompt payment of
the principal of, interest on, and any other amounts due pursuant to
the provisions of the Loan Documents, whether at maturity, through
proceedings for collection, by acceleration or otherwise.
(b) For all purposes hereunder, "Loan Documents" shall mean the
Credit Agreement, the Note, the Mortgage, the LCs, the assignment
contained in the Mortgage or another instrument of all of the
Mortgagor's right, title and interest in and to the leases and the
rents received on the property encumbered thereby, and all other
documents executed by the Borrower or Guarantor in connection with the
Loan.
(c) Each Guarantor jointly, severally, absolutely and
unconditionally agrees to pay all reasonable expenses and charges,
legal or otherwise (including court costs and reasonable attorneys'
fees) paid or incurred by the Lender, or its successors or assigns, in
collecting or attempting to collect any of the payments due hereunder
or enforcing any of the covenants hereby guaranteed or in enforcing
any provision of this Guaranty, whether or not a suit is brought.
Section 2.2 Guaranty Absolute and Unconditional.
-----------------------------------
This Guaranty shall be a continuing, absolute and unconditional guaranty
and shall remain in full force and effect until termination of the LCs and full
payment of the Note and all other amounts due under the Loan Documents. The
obligations of the Guarantor hereunder shall arise absolutely and
unconditionally when and as the Loan, or any part thereof, shall have been
funded by the Lender.
Section 2.3 Operation of Guaranty.
---------------------
(a) This is a guaranty of payment and not of collection, and the
Guarantor expressly waives any right to require that any action be
brought against the Borrower, or any other guarantor of Borrower or
the Loan, or to require that resort be had to any security. The
obligations of each Guarantor hereunder are independent of any
obligation of the Borrower, in the event of any default hereunder; a
separate action or actions may be brought and prosecuted against any
Guarantor whether or not the Guarantor is the alter ego of the
Borrower or any other guarantor.
(b) If the Borrower shall default in full and prompt payment of
the principal of or interest or fees under the Note or the Credit
Agreement, or any other amounts due pursuant to the Loan Documents,
when and as the same shall become due, whether at maturity, through
proceedings for collection, by acceleration or otherwise, and whether
on account of the failure of the Borrower to make such payment
pursuant to the Note or the Credit Agreement or otherwise, the
Guarantor, within three days after demand by the Lender, without
notice other than such demand and without the necessity of further
action by the Lender, will promptly and fully make such payments;
provided, however, that no such demand shall be effective until the
third business day after such default shall occur.
(c) All payments by the Guarantor shall be made in any currency
of the United States of America which on the respective dates of
payment thereof is legal tender for the payment of public and private
debts. Each default in payment of the principal of or interest or fees
or other charges on the Note, the Credit Agreement or any other
obligations of the Borrower under the Loan Documents shall give rise
to a separate cause of action hereunder, and separate suits may be
brought hereunder as each cause of action arises.
Section 2.4 Obligations of Guarantor - Absolute and Unconditional.
-----------------------------------------------------
The obligations of each Guarantor hereunder shall be joint, several,
absolute and unconditional and shall not be impaired, modified, released or
limited by any occurrence or condition whatsoever, including, without limitation
(a) any compromise, settlement, release, waiver, renewal, extension, indulgence
or modification of or change in any way of the obligations and liabilities of
the Borrower contained in the Note, the Credit Agreement or any of the Loan
Documents, (b) any impairment, modification, release or limitation of the
liability of the Borrower or their assets, or any other security for the due
performance of the Borrower's obligations under the Loan Documents, in
bankruptcy or in dissolution, or any remedy for enforcement thereof, resulting
from the operation of any present or future provision of the Federal Bankruptcy
Code, as amended or other statute or from the decision of any court, (c) the
assertion or exercise by the Lender of any rights or remedies under any Loan
Documents or its delay in or failure to assert or exercise any such rights or
remedies, (d) the assignment or mortgaging or the purported assignment or
mortgaging of any property or rights as security for the Note or the Credit
Agreement, including all or any part of the rights of the Borrower in the
property, (e) the extension of the time for payment by the Borrower of the
principal of, or interest on, the Note or the Credit Agreement or other sums or
any part thereof owing or payable under any of the terms and provisions of the
Loan Documents or the extension or any renewal of any part thereof, (f) the
modification or amendment of any duty, agreement or obligation of the Borrower
set forth in any of the Loan Documents, (g) the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
of the assets, marshalling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceedings
affecting, the Guarantor or any of its assets, or the disaffirmance of this
proceeding, (h) the release or discharge of the Guarantor from the performance
or observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (i) the receipt and acceptance by the
Lender of drafts, checks or other instruments for the payment thereof, (j) the
unenforceability of any of the Loan Documents, (k) the failure to give notice to
the Guarantor of the occurrence of a default under the Note or the Credit
Agreement, any Loan Document or this Guaranty, (1) the mortgage, pledge or other
transfer or conveyance for security or sale, transfer, assignment or other
disposition by the Borrower of all or any portion of their respective interests
in the property secured by the Mortgage regardless of whether such transaction
would have the effect of relieving the Borrower of liability under the Loan
Documents, or (m) the impossibility or illegality of performance on the part of
the Borrower of any of its obligations under or in connection with the Loan
Documents.
Section 2.5 Waiver of Notice.
----------------
The Guarantor unconditionally waives (a) notice of any of the matters
referred to in Section 2.4 hereof and (b) any demand (except as specified in
Section 2.3 hereof), proof or notice of nonpayment of the principal of or
interest or other fees or charges on the Note or the Credit Agreement or other
payments of money required by the Loan Documents or of default by the Borrower
in performing and keeping any other covenants, conditions or agreements required
of Borrower under any of the Loan Documents.
Section 2.6 No Right of Set-Off.
-------------------
No act of commission or omission of any kind or at any time upon the part
of the Lender, or its successors or assigns, in respect of any matter whatsoever
shall in any way affect or impair the rights of the Lender to enforce any right,
power or benefit of the Lender under this Guaranty, and no set-off, claim,
reduction or diminution of any obligation or any defense of any kind or nature
which the Guarantor has or may have against the Lender, or any successor or
assignee, shall be available to the Guarantor or against the Lender, or any such
successor or assignee, in any suit or action brought by the Lender, or such
successors or assigns, to enforce any right, power or benefit under this
Guaranty. Nothing in this Guaranty shall be construed as a waiver by the
Guarantor of any rights or claims it may have against the Lender under this
Guaranty or otherwise, but any recovery upon such rights and claims shall be had
from the Lender separately, it being the intent of this Guaranty that the
Guarantor shall be unconditionally and absolutely obligated to perform fully all
of its obligations, agreements and covenants hereunder.
Section 2.7 Subrogation.
-----------
The Guarantor shall, to the extent of any payment made by it pursuant to
this Guaranty, be subrogated to all rights of the Lender as to all payments and
damages payable by the Borrower with respect to which such payments have been
made by the Guarantor, but until payment of the Note and all other sums due and
owing by Borrower under the Credit Agreement and the other Loan Documents shall
have been made and the LCs shall have been terminated, such right of subrogation
on the part of the Guarantor shall be in all respects subordinate to all rights
and claims of the Lender for all other payments or damages which shall be or
become due and payable by the Borrower under the provisions of the Note, the
Credit Agreement and the Loan Documents.
III. DEFAULT
Section 3.1 Events of Default.
----------------
The following shall be events of default hereunder:
(a) Failure by the Guarantor to make any payment required to be
made under this Guaranty.
(b) After notice shall have been given by the Lender to the
Guarantor, failure by the Guarantor to observe and perform any
obligation, covenant or performance on Guarantor's part to be observed
or performed under this Guaranty other than for the payment of money
and the continuation of such failure for a period of three days.
(c) Failure by the Guarantor to satisfy any final judgment
against the Guarantor for the payment of money within 30 days after
entry thereof if, at the end of such 30 day period, there shall be
undischarged any final judgment which shall alone or in the aggregate
exceed $25,000 Dollars (a judgment shall not be deemed a final
judgment if any appeal or further proceedings relating thereto shall
be pending and a supersedeas bond shall have been posted, or if the
time within which any party may seek an appeal or further proceedings
shall not have expired).
(d) The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Guarantor in any
involuntary case under the federal bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Guarantor or for any substantial part of Guarantor's
property, or ordering the winding up or liquidation of Guarantor's
affairs and such decree or order continues unstayed and in effect for
a period of 60 consecutive days.
(e) The commencement by the Guarantor of a voluntary case under
the federal bankruptcy laws, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency or
other similar law, or the consent to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian,
sequestrator (or other similar official) of the Guarantor or for any
substantial part of Guarantor's property, or the making by Guarantor
of any assignment for the benefit of creditors, or the taking of
action by the Guarantor to authorize or effect any of the foregoing.
(f) Failure by any Guarantor to pay when due or within any
applicable grace period, any amount owing on account of indebtedness
for money borrowed or for deferred purchases of property, or the
failure by Guarantor to observe or perform any covenant or undertaking
on its part to be observed or performed in any agreement evidencing,
securing or relating to such indebtedness, resulting, in any such
case, in an event of default or acceleration by the holder of such
indebtedness.
(g) Any report, certificate, financial statement or other
instrument furnished to the Lender by the Guarantor in connection
herewith or any of the representations of the Guarantor contained in
this Guaranty shall be untrue or incorrect in any material respect.
Section 3.2 Remedies Upon Default.
--------------------
Upon the occurrence of any event of default, the Lender may proceed to
enforce this Guaranty and the provisions hereof by any proper suit, action or
proceeding, at law or in equity.
IV. GENERAL PROVISIONS
Section 4.1 Successors and Assigns.
------------------------
This Guaranty shall be binding upon the Guarantor, and Guarantor's heirs,
personal representatives, successors and assigns, and all rights against the
Guarantor arising under this Guaranty shall be for the sole benefit of the
Lender, and its respective successors and assigns, all of whom shall be entitled
to enforce performance and observance of this Guaranty to the same extent as if
they were parties hereto.
Section 4.2 Remedies.
--------
The Lender shall be entitled to bring any suit, action or proceeding
against the Guarantor for the enforcement of any provision of this Guaranty
without exhausting any other remedies which it may have pursuant to the terms of
the Note, the Credit Agreement or any Loan Document and without resort to any
other security held by or available to the Lender. The remedies herein provided
are cumulative and are not exclusive of any remedies provided by law.
Section 4.3 Notices.
-------
All notices and demands given or required to be given by any party hereto
to any other party shall be in writing and shall be deemed to have been properly
given and received for all purposes if delivered in person, sent by telex,
telegram or telecopier or delivery by same day or overnight courier service, or
three business days after having been deposited in any post office, branch post
office, or mail depository maintained by the U.S. Postal Service and sent by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows (or sent to such other address as any party shall specify
to the other party pursuant to the provisions of this Section):
If to Guarantor: Xxxxxxx X. Xxxxxx
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
American Leisure Holdings, Inc.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, Chairman
West Villas, Inc.
000 Xxxxxxxx Xxx Xxxxx
Xxxxx 0-000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Vice-President
Maingate Towers, Inc.
000 Xxxxxxxx Xxx Xxxxx
Xxxxx 0-000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Vice-President
Orlando Tennis Village, Inc.
000 Xxxxxxxx Xxx Xxxxx
Xxxxx 0-000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Vice-President
If to Lender: Stanford International Bank, Ltd.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, CFO
Section 4.4 Amendments.
----------
No modification, amendment or waiver of any provision of this Guaranty nor
consent to any departure by the Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by the Lender and such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice to or demand on the Guarantor in any case
shall entitle the Guarantor to any other or further notice or demand in the
same, similar or other circumstances.
Section 4.5 Discharge of Guarantor.
---------------------
Upon termination of the LCs and payment in full of the Note and all other
amounts due under the Credit Agreement and under Section 2.1 hereof, all
liability of the Guarantor hereunder shall cease and be discharged and the
Lender shall execute and deliver to the Guarantor as the Guarantor shall
reasonably request, an appropriate instrument or instruments in writing
evidencing the release and discharge of the Guarantor from any and all such
further liability under this Guaranty.
Section 4.6 Effect of Delay and Waivers.
---------------------------
No delay or omission to exercise any right or power accruing upon any
default, omission or failure of performance hereunder shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Lender to exercise any remedy now or
hereafter existing at law or in equity or by statute, it shall not be necessary
to give any notice, other than such notice as may he herein expressly required.
In the event any provision contained in this Guaranty should be breached by any
party and thereafter waived by the other party so empowered to act, such waiver
shall be limited to the particular breach hereunder. No waiver, amendment,
release or modification of this Guaranty shall be established by conduct, custom
or course of dealing, but solely by an instrument in writing duly executed by
the parties thereunto duly authorized by this Guaranty.
Section 4.7 Counterparts.
------------
This Guaranty may be executed simultaneously in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 4.8 Severability.
------------
The invalidity or unenforceability of any one or more phrases, sentences,
clauses or sections contained in this Guaranty shall not affect the validity or
enforceability of the remaining portions of this Guaranty, or any part thereof.
Section 4.9 Governing Law and Jurisdiction.
------------------------------
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Florida.
Section 4.10 Jurisdiction; Notice and Service of Process; Waiver.
--------------------------------------------------
Each Guarantor hereby irrevocably: (a) agrees that any suit, action or
other legal proceeding arising out of this Guaranty may be brought in Miami-Dade
County, Florida in the courts of the State of Florida or the courts of the
United States for the State of Florida; (b) consents to the jurisdiction of each
such court in any such suit, action or proceeding; (c) waives any objection
which they may have to laying of the venue of any such suit, action or
proceeding in any of such courts and (d) waives the right to trial by jury of
any claim, counterclaim or other matter in any suit, action, or other proceeding
arising from or in any way connected with this Guaranty or the Loan Documents
and waives the right to bring any counterclaims, cross-claims or other actions,
other than those which are considered compulsory by the laws of the State of
Florida and Florida Rules of Civil Procedure in any suit, action or other
proceeding arising from or in any way connected with this Guaranty or the Loan
Documents. For such time as the Guarantor's obligations under Section 2 of this
Guaranty shall not have been satisfied or discharged in full, the Guarantor
irrevocably agrees and consents that any service of process made by registered
or certified mail to the address provided in Section 4.3 hereof or such other
address as may be furnished by the Guarantor to the Lender in writing, shall be
taken and held to be valid personal service upon Guarantor and that any such
service of process was made upon Guarantor according to the laws governing the
validity and requirements of such service in such state, and Guarantor waives
all claim of error by reason of any such service.
Section 4.11 Survival of Representations, Etc.
--------------------------------
All covenants agreements, representations and warranties made herein and in
the certificates delivered pursuant hereto shall survive the making by the
Lender of the Loan secured by this Guaranty and shall continue in full force and
effect so long as discharge has not occurred pursuant to section 4.5.
Section 4.12 Gender and Number.
----------------
Wherever the context so requires, the use of any gender shall include all
other genders, and words in the singular shall include the plural and the plural
shall include the singular.
Section 4.13 Headings.
--------
Article and Section headings in this Guaranty are included herein for
convenience of reference only and shall not constitute a part hereof for any
purpose.
[Signature page follows]
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
as of the date first above written.
GUARANTOR:
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
AMERICAN LEISURE HOLDINGS, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx, its President
WEST VILLAS, INC.,
a Florida corporation
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, its Vice-President
MAINGATE TOWERS, INC.,
a Florida corporation
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, its Vice-President
ORLANDO TENNIS VILLAGE, INC.,
a Florida corporation
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, its Vice-President
STATE OF FLORIDA )
)SS
COUNTY OF ORANGE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged before me
this day of December, 2005, by Xxxxxxx X. Xxxxxx, who is personally known to
----
me or has produced a driver's license issued by the Department of Highway Safety
and Motor Vehicles as identification and did [did not] take an oath.
/s/ Xxxxxx Xxxx
-----------------------------------
Print Name:
NOTARY PUBLIC, State of Florida
Serial No:
My Commission Expires:
STATE OF FLORIDA )
)SS
COUNTY OF ORANGE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged before me
this day of December, 2005, by Xxxxxxx X. Xxxxxx, as President of American
----
Leisure Holdings, Inc., a Nevada corporation, on behalf of the corporation who
is personally known to me or has produced a driver's licenses issued by the
Department of Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.
/s/ Xxxxxx Xxxx
-----------------------------------
Print Name:
NOTARY PUBLIC, State of Florida
Serial No:
My Commission Expires:
STATE OF FLORIDA )
)SS
COUNTY OF ORANGE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged before me
this 28 day of December, 2005, by Xxxxxx Xxxxxx, as Vice-President of West
----
Villas, Inc., a Florida corporation, on behalf of the corporation who is
personally known to me or has produced a driver's licenses issued by the
Department of Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.
/s/ Xxxxxx Xxxx
-----------------------------------
Print Name:
NOTARY PUBLIC, State of Florida
Serial No:
My Commission Expires:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged before me
this 28 day of December, 2005, by Xxxxxx Xxxxxx, as Vice-President of Maingate
----
Towers, Inc., a Florida corporation, on behalf of the corporation who is
personally known to me or has produced a driver's licenses issued by the
Department of Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.
/s/ Xxxxxx Xxxx
-----------------------------------
Print Name:
NOTARY PUBLIC, State of Florida
Serial No:
My Commission Expires:
STATE OF FLORIDA )
)SS
COUNTY OF ORANGE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged before me
this day of December, 2005, by Xxxxxx Xxxxxx, as Vice-President of Orlando
----
Tennis Village, Inc., a Florida corporation, on behalf of the corporation who is
personally known to me or has produced a driver's licenses issued by the
Department of Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.
/s/ Xxxxxx Xxxx
-----------------------------------
Print Name:
NOTARY PUBLIC, State of Florida
Serial No:
My Commission Expires:
