Exhibit 10.15
AMENDED DEBT GUARANTOR AGREEMENT
This Amended Debt Guarantor Agreement (this "Agreement"), made this 9th day of
January, 2006 and effective as of June 14, 2002, with respect to the fee earned
for lending personally owned collateral to the Company (discussed below) and
effective as of March 1, 2004, with respect to the strike price of warrants
granted hereunder and the provisions regarding Other Amounts as provided herein
is by and between American Leisure Holdings, Inc., of Orlando, Florida ("AMLH")
and Xxxxxxx J, Xxxxxx of Orlando, Florida ("Xxxxxx") and L. Xxxxxxx Xxxxxx of
Chicago, Illinois ("Xxxxxx"). AMLH, Xxxxxx and Xxxxxx are collectively referred
to herein as the "Parties" and individually as a "Party."
WITNESSETH
Whereas, AMLH is engaged in corporate enterprises which often require third
party financing;
Whereas, Xxxxxx is the President of AMLH, Xxxxxx is the Chairman of AMLH and
they have been asked to provide certain personal guarantees to third party
lenders;
Whereas this Agreement amends that certain Debt Guarantor Agreement which the
Parties entered into on March 31, 2004, with an effective date of June 14, 2002,
attached hereto as Exhibit A;
Whereas, the parties have agreed to increase the fee for providing personally
owned collateral from one per cent (1%) to two per cent (2%) which shall be
effective as of June 14, 2002.
Whereas, the Parties have agreed to reduce the strike price of the warrants
previously issued pursuant to the Debt Guarantor Agreement from $2.96 to $1.02
and on or after the effective date hereof to issue any warrants pursuant to this
Agreement with a strike price of $1.02, which shall be effective as of March 1,
2004;
Whereas the Parties intend for additional warrants to be issued pursuant to this
Agreement in the event that AMLH defaults regarding the payment of any amounts
including accrued interest, but excluding the total original indebtedness (the
"Other Amounts") pursuant to the terms of any indebtedness for which Xxxxxx and
or Xxxxxx have provided a personal guarantee or personally owned collateral,
which shall be effective as of March 1, 2004; and
Now, therefore, in consideration of the mutual promises herein contained, it is
agreed as follows.
1. The Parties agree that while AMLH may ask Xxxxxx and or Xxxxxx to provide
personal guarantees or personally owned collateral for debts of AMLH or its
subsidiaries, Xxxxxx and or Xxxxxx shall not be obligated in any context to
provide such guarantees or collateral.
2. In the event that Xxxxxx and or Xxxxxx makes a personal guarantee for the
benefit of AMLH in conjunction with third party financing, and Xxxxxx and or
Xxxxxx elects to provide such guarantee, then in that event Xxxxxx and or Xxxxxx
shall each earn a fee for such guarantee equal to three per cent (3%) of the
total original indebtedness. The fee shall be paid by the issuance of one (1)
stock warrant for the common stock of AMLH at a strike price of $1.02 per share
for each dollar of such fee which is exercisable for a period beginning on the
effective date of the grant (which shall be the date that the Party provides the
personal guarantee) and ending five (5) years after the date the Party is
released or otherwise no longer obligated to provide the personal guarantee.
If, for example, Xxxxxx and Xxxxxx each were to personally guarantee $6,000,000
of indebtedness on May 12, 2005, and were released from such personal guarantee
on October 2, 2005, each of them would be entitled to a fee of $180,000 payable
to each of them in the form of warrants to purchase 180,000 shares of common
stock of AMLH at a strike price of $1.02 per share which would be exercisable
from May 12, 2005 to October 1, 2010. In the event that AMLH defaults regarding
the payment of any amounts including accrued interest, but excluding the total
original indebtedness (the "Other Amounts") pursuant to the terms of any
indebtedness for which Xxxxxx and or Xxxxxx have provided a personal guarantee,
then in that event Xxxxxx and or Xxxxxx shall each earn a fee equal to three
percent (3%) of the Other Amounts payable in the manner described above and
exercisable for a period beginning on the date of default and ending five (5)
years after the date the Party is no longer liable for the Other Amounts.
3. In the event that Xxxxxx and or Xxxxxx provides personally owned collateral
for the benefit of AMLH in conjunction with third party financing, whether or
not coupled with hypothecation or a personal guarantee, then in that event
Xxxxxx and or Xxxxxx shall each earn an additional fee for such pledge of
personally owned collateral equal to two per cent (2%) of the total original
indebtedness. The fee shall be paid by the issuance of one (1) stock warrant
for the common stock of AMLH at a strike price of $1.02 per share for each
dollar of such fee which is exercisable for a period beginning on the effective
date of the grant (which shall be the date that the Party provides the
personally owned collateral) and ending five (5) years after the date the
personally owned collateral is released or otherwise no longer subject to the
indebtedness. If, for example, Xxxxxx and Xxxxxx each were to provide
personally owned collateral for $6,000,000 of indebtedness on May 12, 2005, and
the personally owned collateral were released on October 2, 2005, each of them
would be entitled to an additional fee of $120,000 payable to each of them in
the form of warrants to purchase 120,000 shares of common stock of AMLH at a
strike price of $1.02 per share which would be exercisable from May 12, 2005 to
October 1, 2010. In the event that AMLH defaults regarding the payment of the
Other Amounts, pursuant to the terms of any indebtedness for which Xxxxxx and or
Xxxxxx have provided personally owned collateral to satisfy Xxxxxx and or Xxxxxx
are liable for any accrued and unpaid interest or other amounts pursuant to
their personal guarantees, then in that event Xxxxxx and or Xxxxxx shall each
earn an additional fee equal to two percent (3%) of the Other Amounts payable in
the manner described above and exercisable for a period beginning on the date of
default and ending five (5) years after the date the personally owned collateral
is released or otherwise no longer subject to the Other Amounts.
4. AMLH agrees to indemnify Xxxxxx and or Xxxxxx against all loss, costs or
expense relating to the incursion of or the collection of the AMLH debt against
Xxxxxx and or Xxxxxx or their collateral. This indemnity shall extend to the
cost of legal defense or other such reasonably incurred expenses charged to or
assessed against Xxxxxx and or Chiles. Evidence of such concurrence can be by
any written manner of expression.
5. The Parties agree that the roster of debts covered by this Agreement shall be
maintained by the Chief Financial Officer of AMLH. The roster may change from
time to time and any debt to be included shall be posted on the roster and
initialed by Xxxxxx and or Xxxxxx and the Chairman of the board of directors of
AMLH. Initials may be posted by facsimile.
6. This Agreement shall inure to the benefit of the Parties' respective heirs,
successors and assigns. This Agreement shall be construed and enforced pursuant
to the laws of the State of Florida and in Florida courts. Enforcement costs
may be recovered by the prevailing Party, including reasonable attorneys' fees.
Dated this 9th day of January, 2006.
AMERICAN LEISURE HOLDINGS, INC.
/s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
Chief Operating Officer
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
/s/ L. Xxxxxxx Xxxxxx
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L. Xxxxxxx Xxxxxx
Personally
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Personally
