FIFTH AMENDMENT TO REVOLVING NOTE AGREEMENT
EXHIBIT
10.6
FIFTH
AMENDMENT TO
This
Fifth Amendment to the Revolving Note Agreement ("the AMENDMENT") is entered
into as of April 16, 2008, by and among 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"), and Irrevocable Children’s
Trust (the
“Lender”).
WHEREAS,
the Borrower and the Lender are parties to a Revolving Note Agreement dated as
of August 1, 2007 (the "NOTE AGREEMENT") pursuant to which, among other things,
the Borrower promised to pay the Lender the principal sum of up to One Hundred
Thousand Dollars ($100,000.00), or so much thereof as shall have been advanced
by the Lender to the Borrower plus interest thereon at an annual rate equal to
ten percent (10%) on the Maturity date of such Note being July 31,
2008.
WHEREAS,
the Note Agreement was amended on September 6, 2007, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.
WHEREAS,
the Note Agreement was amended on November 27, 2007, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.
WHEREAS,
the Note Agreement was amended on January 4, 2008, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.
WHEREAS,
the Note Agreement was amended on February 11, 2008, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.
WHEREAS,
the parties desire to make a certain amendment to the Note Agreement to permit
the Borrower to acquire an additional One Hundred Fifty Thousand Dollars
($150,000.00) in funds from the Lender.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
in this Amendment the parties agree as follows:
1. Paragraph One of the Note
Agreement is hereby amended and restated to provide as follows:
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 000-X Xxxxxxxx Xxxx, Xxxx Xxxxxxxxx, Xxxxxxx
00000, hereby promises to pay to the order of Irrevocable Children’s Trust (the
"Lender"), at the Lender's office located at 0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 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 SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000), 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%).
2. The entire principal sum
of $650,000.00, plus interest, shall be due and payable on the 31st day of
December 2008. Notwithstanding the foregoing, if the principal balance shall be
prepaid in full by September 30, 2008, then all interest shall be waived, and no
interest shall be due and payable to Payee.
3. This Amendment
constitutes the sole and entire agreement of the parties with respect to the
subject matter hereof. Except as amended hereby, all other terms and conditions
of the Note Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.
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LENDER
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/s/ Xxxxx
X. Xxxxx
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Xxxxx
X. Xxxxx, Trustee
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BORROWER
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/s/ Xxxx
X. Xxxxxxx
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/s/ Xxxx
X. Xxxxxxx
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Xxxx
X. Xxxxxxx, Secretary
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Xxxx
X. Xxxxxxx, Secretary
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Marine
Growth Ventures, Inc.
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Marine
Growth Charter, Inc.
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/s/ Xxxx
X. Xxxxxxx
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/s/ Xxxx
X. Xxxxxxx
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Xxxx
X. Xxxxxxx, Secretary
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Xxxx
X. Xxxxxxx, Secretary
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Marine
Growth Finance, Inc.
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Marine
Growth Freight, Inc.
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/s/ Xxxx
X. Xxxxxxx
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/s/ Xxxx
X. Xxxxxxx
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Xxxx
X. Xxxxxxx, Secretary
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Xxxx
X. Xxxxxxx, Secretary
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Marine
Growth Real Estate, Inc.
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Gulf
Casino Cruises, Inc.
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