Modification And Reaffirmation of Guaranty And Environmental Indemnity Agreement (december 2006)

MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT - --------------------------------------------------------------------------------


THIS MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT is executed as of the 22 day of December, 2006, by MALCOLM J. WRIGHT having an office at 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134, 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").


WITNESSETH, THAT:
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WHEREAS, the Lender has previously extended a $12,300,000.00 loan (hereinafter referred to as the "Existing Loan"), to REEDY CREEK ACQUISITION COMPANY, LLC, a Florida limited liability company (hereinafter referred to as "Borrower"), and


WHEREAS, the Existing Loan is evidenced by a Second Renewal, Amended and Increased Promissory Note dated November 22, 2006 in the amount of $12,300,000.00 and secured by: (i) that certain Mortgage and Security Agreement, recorded in Official Records Book 2855, at Page 1243 (the "Mortgage"); (ii) an Assignment of Leases, Rents and Profits, recorded in Official Records Book 2855, Page 1280 (the "Assignment"); and (iii) a UCC-1 Financing Statement recorded in Official Records Book 2855, Page 1291 (the "Financing Statement"); all of the foregoing modified by that certain Mortgage Modification Agreement and Future Advance Certificate recorded in Official Records Book 3034, at Page 2915, and that Second Mortgage Modification Agreement and Future Advance Certificate recorded in Official Records Book 3345, at Page 2054, all of the foregoing instruments being filed amongst the Public Records of Osceola County, Florida; and (iv) other loan documents executed in connection with the Existing Loan (the "Existing Loan Documents"); and


WHEREAS, the Guarantor has previously guaranteed the prompt payment and performance of the Existing Loan, pursuant to the terms that certain Unlimited Continuing and Unconditional Guaranty executed by the Guarantor dated July 8, 2005 and as modified and reaffirmed by that certain Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement dated the 5th day of January, 2006 and that that certain Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement dated November 22, 2006 (collectively, the "Guaranty"), and


WHEREAS, the Guarantor has previously agreed to indemnify and hold Lender harmless from any environmental damage, pursuant to the terms of that certain Environmental Indemnity Agreement dated July 8, 2005 and as modified and reaffirmed by that certain Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement dated the 5th day of January, 2006, and that certain Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement dated the November 22, 2006 (collectively, the "Indemnity Agreement") in connection with the Existing Loan, and


WHEREAS, the Borrower has requested the Lender to modify the Existing Loan by granting an $1,120,000.00 future advance so as to increase the Existing Loan to $13,420,000.00 (the "New Loan"), and as a condition precedent to the modification of the Existing Loan, the Lender has required the Guara ...