Reaffirmation Agreement


    Exhibit
      10.9

     

    

      REAFFIRMATION
        OF GUARANTY

       

      This
        REAFFIRMATION
        OF GUARANTY AGREEMENT,
        made as
        of the 26 day of June, 2007 (the “Agreement”),
        by
        AMERICAN LEISURE HOLDINGS, INC.
        a Nevada
        corporation, having an address at 2460 Sand Lake Road, Orlando, Florida 32809,
        TDS
        AMENITIES, INC.
        a
        Florida corporation, having an address at 2460 Sand Lake Road, Orlando, Florida
        32809 and MALCOLM
        WRIGHT residing
        at xxxx xxxx xxxxx xxxxxxx xxxx xxxxx, Orlando Florida
        32476, jointly and severally (individually
        and collectively, “Guarantor”)
        in
        favor of KENNEDY
        FUNDING INC., a
        New
        Jersey corporation, having its principal place of business at Two University
        Plaza, Suite 402, Hackensack, New Jersey 07601 (“Agent”),
        as
        agent for lenders identified in Schedule “A” to the Note (as hereinafter
        defined) (Agent and the lenders identified in Schedule “A” are hereinafter
        collectively referred to as (“Lender”).

       

      WITNESSETH:

       

      WHEREAS,
        Lender
        is the holder of a certain Promissory Note evidencing a mortgage loan
        (“Loan”)
        to
COSTA
        BLANCA II REAL ESTATE, LLC,
        a
        Florida limited liability company, having an address at 2460 Sand Lake Road,
        Orlando, Florida 32809, COSTA BLANCA III REAL ESTATE, LLC, a Florida limited
        liability company, having an address at 2460 Sand Lake Road, Orlando, Florida
        32809, TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company,
        having an address at 2460 Sand Lake Road, Orlando, Florida 32809 and TDS
        TOWN
        HOMES (PHASE 2), LLC, a Florida limited liability company, having an address
        at
        2460 Sand Lake Road, Orlando, Florida 32809, jointly and severally
        (collectively, “Borrower”)
        dated
        as of April 20, 2007, in the original principal amount of TWENTY
        FOUR MILLION NINE HUNDRED THOUSAND ($24,900,000) DOLLARS,
        (the
“Note”),
        said
        Note being described in that certain Loan and Security Agreement dated as
        of
        April 20, 2007 by and between Borrower and Lender ( “Loan
        Agreement”).

       

      WHEREAS,
        the Note
        is secured by certain loan documents, including, but not limited to, a first
        priority Mortgage and Security Agreement dated as of April 20, 2007
        (“Mortgage”)
        on
        certain real property more particularly described in the Mortgage; (hereinafter
        the Note, Loan Agreement, Mortgage, and all other documents related thereto
        shall collectively be referred to as the “Loan
        Documents”).

       

      WHEREAS,
        Borrower’s obligations to Lender under the Loan Documents have been guaranteed
        by Guarantor by a certain Guaranty dated as of April 20, 2007 (“Guaranty”).

       

      WHEREAS,
        Borrower and Lender have agreed to (i) amend and restate the Note in its
        entirety pursuant to that certain Amended and Restated Promissory Note dated
        as
        of April 20, 2007, (ii) amend the Loan and Security Agreement and other Loan
        Documents pursuant to that certain First Amendment to Loan and Security
        Agreement and Other Loan
        Documents of even date herewith, and (iii) amend the Mortgage pursuant to
        that
        certain First Amendment to Mortgage and Security Agreement of even date
        herewith.

       


      
        
          


           

          
          

        

        
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      NOW,
        THEREFORE,
        for
        good and valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, the parties agree as follows:

       

      1. Guarantor
        acknowledges that Borrower and Lender have entered into among other documents,
        a
        certain (i) Amended and Restated Promissory Note dated as of April 20, 2007,
        (ii) First Amendment to Loan and Security Agreement and other Loan Documents
        of
        even date herewith, and (iii) First Amendment to Mortgage and Security Agreement
        of even date herewith (the “New
        Loan Documents”).

       

      2. Guarantor
        hereby reaffirms all of Guarantor’s liability under and pursuant to the Guaranty
        and/or in the New Loan Documents and such Guaranty shall continue in full
        force
        and effect and Guarantor shall continue to guaranty as surety, all of Borrower’s
        obligations under the Loan Documents and the New Loan Documents in accordance
        with the Guaranty. The New Loan Documents and the Loan Documents shall
        hereinafter collectively be referred to as the “Loan
        Documents”.
        

       

      3. This
        Agreement shall be binding upon the parties hereto and their respective
        successors and permitted assigns and shall inure to the benefit of and be
        enforceable by the Lender and each of its successors and assigns; provided,
        however, that the undersigned shall not assign any of its rights, obligations
        or
        interest hereunder or under any of the other documents referenced herein
        without
        the prior written consent of Lender. THIS
        AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE
        LAWS OF THE STATE OF NEW JERSEY.
        In the
        event that any provision of this Agreement shall provide to be invalid or
        unenforceable, such provision shall be deemed to be severable from the other
        provision of this Agreement which shall remain binding on the parties
        hereto.

       

      [Remainder
        of this Page Intentionally Left Blank.]

       


      
        
          


           

          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Reaffirmation of Guaranty
        as of
        the date first above written.

       

      
        	
                WITNESS:

                 

                 

                 

                 

                 

                /s/
                  Jason Williams

                Name:
                  Jason Williams

              	
                GUARANTOR:

                 

                AMERICAN
                  LEISURE HOLDINGS, INC.
                  a
                  Nevada corporation

                 

                 

                 

                By:
                  /s/ Malcolm J. Wright

                Name:
                  Malcolm J. Wright

                Title:
                  Chief Executive Officer

                 

              
	
                WITNESS:

                 

                 

                 

                /s/
                  Jason Williams

                Name:
                  Jason Williams

              	
                GUARANTOR:

                 

                 

                 

                /s/
                  Malcolm J. Wright

                MALCOLM
                  J. WRIGHT,
                  an individual

                 

                 

              
	
                WITNESS:

                 

                 

                 

                 

                 

                /s/
                  Jason Williams

                Name:
                  Jason Williams

              	
                GUARANTOR:

                 

                TDS
                  AMENITIES, INC.
                  a
                  Florida corporation

                 

                 

                 

                By:
                  /s/ Malcolm J. Wright

                Name:
                  Malcolm J. Wright

                Title:
                  Chief Executive Officer

                 

              


      

      


      


       

      


       

      


       


      
        
          


           

          
          

        

        
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                STATE
                  OF FLORIDA

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF ORANGE

                 

              	
                )

                 

              


      

      


       

      I
        certify
        that on June 20th, 2007, Malcolm J. Wright came before me in person and
        stated to my satisfaction that he/she:

       

      (a)
         made
        the
        attached instrument; and

       

      (b)
         was
        authorized to and did execute this instrument on behalf of and as Chief
        Executive Officer of AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
        (the
“Company”), the entity named in this instrument, as the free act and deed of the
        Company, by virtue of the authority granted by its bylaws and its board of
        directors.

       

      


       

      
        	 	
                /s/
                  J.K. Hudson

              
	
                 

              	
                NOTARY
                  PUBLIC

              


      

      


      


      
        	
                 

                STATE
                  OF FLORIDA

              	
                 

                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              


      

       

      On
        the
20th day of June, 2007, before me personally came Malcolm J. Wright,
        who
        being by me duly sworn, did depose and say that he signed, sealed and delivered
        this instrument as his voluntary act and deed.

       

      
        	 	
                 

                /s/
                  J.K. Hudson

              
	 	
                NOTARY
                  PUBLIC

              


      

      


      


      


      


       

      


       


      
        
          


           

          
          

        

        
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                STATE
                  OF FLORIDA

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF ORANGE

                 

              	
                )

                 

              


      

      


       

      I
        certify
        that on June 20th, 2007, Malcolm J. Wright came before me in person and
        stated to my satisfaction that he/she:

       

      (a)
         made
        the
        attached instrument; and

       

      (b)
         was
        authorized to and did execute this instrument on behalf of and as Chief
        Executive Officer of TDS AMENITIES, INC., a Florida corporation (the “Company”),
        the entity named in this instrument, as the free act and deed of the Company,
        by
        virtue of the authority granted by its bylaws and its board of
        directors.

       

      
        	 	
                 

                /s/
                  J.K. Hudson

                NOTARY
                  PUBLIC

                 

              


      

      


      
        
          
          

        

        
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