REVOLVING NOTE
$50,000.00 January 5, 2006
FOR VALUE RECEIVED, Marine Growth Ventures Inc., Marine Growth Charter,
Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth
Real Estate, Inc., and Gulf Casino Cruises, Inc., Delaware corporations
(collectively the "Borrower"), having an office at 0000 Xxxxx Xxxx, Xxxxxxx
Xxxxx, Xxxxxxx 00000, hereby promises to pay to the order of Xxxxx X. Xxxxxxxx
(the "Lender"), at the Lender's office located at 0000 Xxxxx Xxxx, Xxxxxxx
Xxxxx, Xxxxxxx 00000 or at such other place in the continental United States as
the Lender may designate in writing, upon demand, in lawful money of the United
States, and in immediately available funds, the principal sum of up to FIFTY
THOUSAND DOLLARS ($50,000), or so much thereof as shall have been advanced by
the Lender to the Borrower as hereinafter set forth and then be outstanding, and
to pay interest thereon on the Maturity Date at an annual rate equal to ten
percent (10%), as follows:
1. Maturity Date. The term "Maturity Date" shall mean June 30, 2006. It
is agreed upon by both parties that the Maturity Date shall extend
to December 31, 2006 unless Xxxxxx notifies Borrower in writing
thirty (30) days prior to the Maturity Date that this extension will
not be allowed.
All payments made hereunder shall be applied first to interest accrued and
second to payment of the reduction of the outstanding principal.
All amounts advanced hereon, but not to exceed $50,000 at any one time
outstanding in the aggregate, shall be so advanced upon the sole discretion of
the Lender after receiving a request of the Borrower for the release of funds.
All amounts so advanced hereon and all payments made on account of the principal
hereof shall be recorded in the books of the Lender, which records shall be
final and binding, but failure to do so shall not release the Borrower from any
of its obligations hereunder.
This Note may be prepaid, in whole or in part, at any time, without
premium or penalty of any kind.
In the event of a default by the Borrower or in the event any payment of
principal or interest or of principal and interest as the case may be, required
to be paid by this Note is not paid when due, or in the event of any other
violation or breach of any term, condition, covenant or provision of this Note,
the entire remaining unpaid principal of this Note and all accrued but unpaid
interest thereon shall immediately be due and payable at the option of the
holder hereof.
To the fullest extent permitted by law, Borrower and each guarantor (if
any) of this Note, for itself and themselves and their respective heirs,
personal representatives, successors and assigns, hereby jointly and severally:
(a) waive notice of maturity, demand, presentment for payment, diligence in
collection, and notice of non-payment and protest; (b) waive all applicable
execution, valuation, and appraisal rights with respect to any demand or action
on this Note; (c) consent and agree to any extension of time, whether one or
more, for the payment hereof and/or to any and all renewals hereof; and (d)
consent and agree that Holder may release any party liable for the payment
hereof, and otherwise amend this Note, and that any such extension, release, or
amendment may be without notice to and without discharging or effecting the
liability of any party liable hereunder.
Borrower and each guarantor (if any) of this Note, for itself and
themselves and their respective heirs, personal representatives, successors and
assigns, hereby agree that if this Note is placed in the hands of an attorney
for collection or to defend or enforce any of the rights of Holder, then
Borrower and each endorser and guarantor hereof shall be jointly and severally
obligated to pay, in addition to any and all costs and disbursement otherwise
allowed, all costs and expenses, including, but not limited to reasonable
attorney's fees incurred by Xxxxxx in connection therewith, whether or not suit
is filed.
If any term, covenant or condition of this Note or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
then the remainder of this Note, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby. Each term, covenant, and
condition of this Note shall be valid and enforceable to the fullest extent
permitted by law. This Note shall be governed, in all respects, by the internal
laws of the State of Florida.
IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be duly executed,
under seal, and delivered in Pompano Beach, Florida, as of the day and year
first above written.
/s/ Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, Secretary
Marine Growth Ventures, Inc. Marine Growth Charter, Inc.
/s/ Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, Secretary
Marine Growth Finance, Inc. Marine Growth Freight, Inc.
/s/ Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, Secretary
Marine Growth Real Estate, Inc. Gulf Casino Cruises, Inc.
