0001214782-07-000034 Sample Contracts

MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate • Florida

This instrument (hereinafter referred to as this “Mortgage”) is made this ___ day of March, 2007, by and between WEST VILLAS, INC., a Florida corporation, ORLANDO TENNIS VILLAGE, INC., a Florida corporation and MAINGATE TOWERS, INC., a Florida corporation (hereinafter collectively referred to as “Mortgagor”) with an address of 2462 Sand Lake Road, Orlando, Florida 32809, in favor of STANFORD INTERNATIONAL BANK, LTD., a corporation organized under the laws of Antigua and Barbuda or its successors or assigns (hereinafter referred to as “Lender”) with an address of 6075 Poplar Avenue, Memphis, Tennessee 38119.

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AMENDMENT NO. 2 TO $4.3 MILLION CREDIT AGREEMENT
Credit Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

THIS AMENDMENT is dated as of January 31, 2007, and relates to the $4,300,000 Credit Agreement dated as of November 22, 2006, as amended as of December 22, 2006, among STANFORD INTERNATIONAL BANK LIMITED, an Antiguan banking corporation, as Lender, and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“ALHI”) and REEDY CREEK ACQUISITION COMPANY, LLC, a Florida limited liability company (“RCAC”) as Borrowers (the “Agreement”).

CREDIT AGREEMENT $10,000,000 Credit Facility by and among AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation “Borrower” and STANFORD INTERNATIONAL BANK, LTD., a corporation organized under the laws of Antigua and Barbuda “Lender” Dated as of March...
Credit Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

Those exceptions set forth in Schedule B of that certain policy of title insurance issued to Lender by Fidelity National Title Insurance Company on or about the date hereof pursuant to commitment number CD07-111218.

AMENDMENT NO. 2 TO $6.2 MILLION CREDIT AGREEMENT
Credit Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

THIS AMENDMENT is dated as of January 31, 2007, and relates to the $6,200,000 Credit Agreement dated as of November 22, 2006, as amended as of December 22, 2006, among STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation, as Lender and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“ALHI”), TIERRA DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership, COSTA BLANCA II REAL ESTATE, LLC, a Florida limited liability company, COSTA BLANCA III REAL ESTATE, LLC, a Florida limited liability company, TDS TOWN HOMES (PHASE 2) LLC, a Florida limited liability company, and TDS CLUBHOUSE, INC., a Florida corporation, as Borrowers (the “Agreement”).

This Instrument Prepared By: Record and Return to: Rafael G. Moreno, Esquire ADORNO & YOSS, LLP
Fourth Mortgage Modification Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate
NOTE MODIFICATION AGREEMENT
Note Modification Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

THIS AGREEMENT is dated as of December 31st, 2006, among STANFORD INTERNATIONAL BANK LIMITED, an Antiguan banking corporation (“SIBL”), and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“ALHI”), REEDY CREEK ACQUISITION COMPANY, LLC, a Florida limited liability company (“RCAC”), 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”), and MALCOLM J. WRIGHT (“Wright”).

MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT
Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

THIS MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT is executed as of the 31st day of January, 2007, by MALCOLM J. WRIGHT having an office at 2460 Sand Lake Road, Orlando, Florida 32809, and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (collectively, jointly and severally, the "Guarantor"), in favor of STANFORD INTERNATIONAL BANK, LTD., having an office at No. 11, Pavilion Drive, St. Johns, Antigua, West Indies (the "Lender").

Guaranty Agreement
Guaranty Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate • Florida

THIS GUARANTY AGREEMENT dated January 3, 2006 (the “Guaranty”), is executed by Malcom J. Wright individually and American Leisure Holdings, Inc., a Nevada Corporation, (collectively referred to herein as the “Guarantor”) and extended to Bankers Credit Corporation, a Florida Corporation, (the “Lender”) for the benefit of Reedy Creek Acquisition Company, LLC, a Florida Limited Liability Company (herein collectively referred to as the “Borrower”).

AMENDMENT NO. 1 TO $13,420,000 RENEWED, AMENDED AND INCREASED PROMISSORY NOTE
Promissory Note • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

This Amendment is entered into as of December 31, 2006, by Stanford International Bank, Ltd. (“Lender”) and Reedy Creek Acquisition Company, LLC (“Borrower”) and relates to the $13,420,000 Third Renewed, Amended and Increased Promissory Note dated as of December 22, 2006, issued by Borrower in favor of Lender (the “Note”).

FORBEARANCE AGREEMENT
Forbearance Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate • New York

THIS FORBEARANCE AGREEMENT (this "Agreement") is made as of this ____ day of February, 2007 by and among LASALLE BANK, NATIONAL ASSOCIATION, AS TRUSTEE OF MARATHON REAL ESTATE CDO 2006-1 GRANTOR TRUST, successor-in-interest to Marathon Structured Finance Fund L.P., a Delaware limited partnership (the “Lender”), SOUTH BEACH RESORTS, LLC, a Florida limited liability company (the “Borrower”), FRED PAUZAR, an individual resident of the State of Florida ("Pauzar") and MALCOLM WRIGHT, an individual resident of the State of Florida ("Wright", and together with Pauzar, the "Principals", and the Principals together with Borrower, the "Borrowing Parties").

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (hereafter the “Amendment”) is made and entered effective as of January 1, 2007 (the “Effective Date”), by and between HARBORAGE LEASING CORPORATION, a New Hampshire corporation (“Harborage”), and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“AMLH”).

Mortgage and Security Agreement
Mortgage and Security Agreement • April 17th, 2007 • American Leisure Holdings, Inc. • Real estate

THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), dated January 3, 2006, is executed and delivered by Reedy Creek Acquisition Company, LLC, a Florida Limited Liability Company, having a mailing address of 1053 Maitland Center Commons Blvd., Suite 200, Maitland, FL 32751 (referred to herein as “Mortgagor” or as “Borrower”), to and in favor of does hereby assign to Bankers Credit Corporation, a Florida Corporation, (the “Mortgagee”), having its principal place of business at 1053 Maitland Center Commons Blvd., Suite 200, Maitland, FL 32751 (referred to herein as “Mortgagee”), under the circumstances summarized in the following recitals:

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