Exhibit 10.103
THIRD PARTY DEBT GUARANTOR AGREEMENT
This Third Party Debt Guarantor Agreement (this "Agreement"), made this 30th day
of March, 2006 and effective as of 6/14/02, with respect to the fee earned for
lending personally owned collateral to the Company (discussed below) and
effective as of 6/14/02, 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., ("AMLH") and various third parties
who may guarantee the debt of AMLH in the future ("Third Party Guarantors").
The Third Party Guarantors and AMLH 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, this financing sometimes requires the guarantee of certain third
parties who are not affiliated with AMLH;
Whereas the Parties desire to enter into this Agreement to provide for those
Third Party Guarantors to receive warrants to purchase shares of AMLH common
stock in connection with their guaranties; 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 the Third Party Guarantors to
provide guarantees or to provide collateral for debts of AMLH or its
subsidiaries, no Third Party Guarantors are obligated in any context to provide
such guarantees or collateral.
2. In the event that any Third Party Guarantor makes a guarantee for the benefit
of AMLH in conjunction with third party financing, such Third Party Guarantor
shall earn a fee for such guarantee equal to three percent (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, a Third Party Guarantor was to guarantee $6,000,000 of
indebtedness on May 12, 2005, and was released from such guarantee on October 2,
2005, the Party would be entitled to a fee of $180,000 payable to the Party 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 such Third Party Guarantor has provided a guarantee, then in that event
such Party 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 the Third Party Guarantor 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 such Party shall earn an additional fee for such pledge of personally
owned collateral equal to two percent (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, the Third Party Guarantor was to provide personally owned
collateral for $6,000,000 of indebtedness on May 12, 2005, and the personally
owned collateral was released on October 2, 2005, the Party would be entitled to
an additional fee of $120,000 payable to the Party 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 the Third Party Guarantor has provided
personally owned collateral to satisfy such debts, the Party is liable for any
accrued and unpaid interest or other amounts pursuant to the Party's guaranty,
then in that event the Party shall 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 the Third Party Guarantor against all loss, costs or
expense relating to the incursion of or the collection of the AMLH debt against
the Third Party Guarantor or his/her collateral. This indemnity shall extend to
the cost of legal defense or other such reasonably incurred expenses charged to
or assessed against such Third Party Guarantor. 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 the Third Party Guarantor 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 30th day of March, 2006.
AMERICAN LEISURE HOLDINGS, INC.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer and President
