THIRD AMENDMENT TO REVOLVING NOTE AGREEMENT
THIRD
AMENDMENT TO
This
Third Amendment to the Revolving Note Agreement ("the AMENDMENT") is entered
into as of January 4, 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 parties desire to make a certain amendment to the Note Agreement to permit
the Borrower to acquire an additional One Hundred Thousand Dollars ($100,000.00)
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 FOUR HUNDRED THOUSAND DOLLARS ($400,000), 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 $400,000.00, plus interest, shall be due and payable
on
the 31st
day of
July 2008. Notwithstanding the foregoing, if the principal balance shall be
prepaid in full by March 31, 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.
LENDER
/s/
Xxxxx X. Marks______________
Xxxxx
X.
Xxxxx, Trustee
BORROWER
| /s/ Xxxx X. Schwabe______________ | /s/ Xxxx X. Schwabe______________ | |
| Xxxx X. Xxxxxxx, Secretary | Xxxx X. Xxxxxxx, Secretary | |
| Marine Growth Ventures, Inc. | Marine Growth Charter, Inc. | |
|
/s/
Xxxx X. Schwabe______________
Xxxx
X. Xxxxxxx, Secretary
Marine
Growth Finance, Inc.
|
/s/
Xxxx X. Schwabe______________
Xxxx
X. Xxxxxxx, Secretary
Marine
Growth Freight, Inc.
|
|
|
/s/
Xxxx X. Schwabe______________
Xxxx
X. Xxxxxxx, Secretary
Marine
Growth Real Estate, Inc.
|
/s/
Xxxx X. Schwabe______________
Xxxx
X. Xxxxxxx, Secretary
Gulf
Casino Cruises, Inc.
|
