Exhibit 99.3
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as of
December 18, 2003, (the "EFFECTIVE DATE"), is made by and among SUNSTONE GOLF
RESORT, INC., a Florida corporation ("SGR"), AMERICAN LEISURE MARKETING &
TECHNOLOGY, INC., a Florida corporation ("ALMT"), ADVANTAGE PROFESSIONAL
MANAGEMENT GROUP INC., a Florida corporation ("APMG"), AND CARIBBEAN LEISURE
MARKETING LIMITED, an Antiguan limited company ("CLM"), CASTLECHART LIMITED, a
United Kingdom private limited company ("CC") and AMERICAN LEISURE HOLDINGS,
INC., a Nevada corporation ("ALHI") together with SGR, ALMT, APMG, CLM and CC
collectively referred to herein as the "BORROWERS" and individually as a
"BORROWER"), XXXXXXX XXXXXX, an individual (the "Guarantor") and STANFORD
VENTURE CAPITAL HOLDINGS, INC. (the "LENDER"). All other capitalized terms used
in this Amendment and not otherwise defined have the meanings set forth in that
certain Credit Agreement dated as of December 18, 2003 (the "AGREEMENT").
W I T N E S S E T H
-------------------
WHEREAS, the Borrowers, Guarantor and Lender (collectively the "Parties")
wish to amend the Agreement; and
WHEREAS, Leisure Xxxxx Xxxxxxxxxxxxx, Ltd., a United Kingdom limited
company ("LSI") is not in good standing, but had previously executed the ---
Agreement, and as a result the Parties wish to substitute LSI with CC; and
WHEREAS, the Parties wish to make the requirement that APMG and SGR
provide a copy of the Environmental Reports, certified to Lender with respect to
the Property, a precondition for the New Mortgage Closing Date.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and other good and valuable consideration
exchanged between the parties, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AMENDMENT
1. JOINDER AND ACCEPTANCE. In substitution of LSI, CC joins in, agrees and
covenants to be legally bound by the provisions of the following
agreements dated as of December 18, 2003 (collectively the "Amendment
Documents"):
(a) The Agreement;
(b) Warrant Purchase Agreement by and between ALHI and Lender;
(c) Registration Rights Agreement by and between ALHI and Lender;
(d) Stock Pledge Agreement by and among ALHI, LSI and Lender;
(e) Guarantee of Xxxxxxx X. Xxxxxx in favor of Lender in connection with
the Note;
(f) Security Agreement by and among CLM and ALMT and Lender.
2. PLEDGE OF CLM SHARES. CC acknowledges its obligation, as the beneficial
owner of all of the outstanding and issued capital stock of CLM, to pledge
and deliver all the issued and outstanding capital stock of CLM in
accordance with the provisions of the Stock Pledge Agreement.
3. REPRESENTATION OF CC. CC hereby represents and warrants that it is duly
incorporated, validly existing, and in good standing under the laws of the
United Kingdom and is duly qualified or licensed to transact business in
all places where such qualification or license is necessary. CC has the
corporate power to make and perform this Amendment and the each of
Amendment Documents. When duly executed and delivered for value this
Amendment and each of Amendment Documents, will constitute the legal,
valid and binding obligations of CC enforceable in accordance with their
respective terms. CC has the corporate power to make and perform this
Amendment and each of the Amendment Documents, and this Agreement does,
and the Amendment Documents when duly executed and delivered for value
will, constitute the legal, valid and binding obligations of CC
enforceable in accordance with their respective terms.
4. ENVIRONMENTAL REPORTS. The following provision is hereby added to the
Agreement as Section 6.11(j):
(j)Environmental Reports. APMG and SGR shall provide a copy of the
Environmental Reports, certified to Lender with respect to the
Property.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
effective on the date first written above.
"BORROWER"
SUNSTONE GOLF RESORT, INC.
a Florida corporation
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
AMERICAN LEISURE MARKETING &
TECHNOLOGY, INC.
a Florida corporation
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
ADVANTAGE PROFESSIONAL
MANAGEMENT GROUP INC., a Florida
corporation
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
CARIBBEAN LEISURE MARKETING in
LIMITED, an Antiguan limited company
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
CASTLECHART LIMITED, A United
Kingdom private limited company
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
AMERICAN LEISURE HOLDINGS, INC.
a Nevada corporation
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
"GUARANTOR"
------------------------------ XXXXXXX XXXXXX
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
"LENDER"
STANFORD VENTURE CAPITAL
HOLDINGS, INC.
------------------------------
(Signature of Witness)
By:
---------------------------------
Name:
------------------------------ ------------------------------
(Printed Name of Witness) Address:
----------------------------
----------------------------
----------------------------
