REVOLVING NOTE
$100,000.00
August
1, 2007
FOR
VALUE
RECEIVED, Marine
Growth Ventures Inc., Marine Growth Aggregates, Inc., Marine Growth Finance
and
Charter, Inc., Marine Growth Freight, 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
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 ONE HUNDRED THOUSAND DOLLARS ($100,000), 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 July 31, 2008. It is agreed upon by
both parties that the Maturity Date shall extend to December 31, 2008
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 $100,000 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
|
|
Xxxx
X. Xxxxxxx, Secretary
|
Xxxx
X. Xxxxxxx, Secretary
|
|
Marine
Growth Ventures, Inc.
|
Marine
Growth Finance and Charter, Inc.
|
|
/s/
Xxxx X. Xxxxxxx
|
/s/
Xxxx X. Xxxxxxx
|
|
Xxxx
X. Xxxxxxx, Secretary
|
Xxxx
X. Xxxxxxx, Secretary
|
|
Marine
Growth Aggregates, Inc.
|
Marine
Growth Freight, Inc.
|
|
/s/
Xxxx X. Xxxxxxx
|
|
|
Xxxx
X. Xxxxxxx, Secretary
|
|
|
Gulf
Casino Cruises, Inc.
|
