NINTH AMENDMENT TO REVOLVING NOTE AGREEMENT
NINTH
AMENDMENT TO
This
Ninth Amendment to the Revolving Note Agreement ("the AMENDMENT") is entered
into as of July 3, 2007, by and among Marine
Growth Ventures Inc., Marine Growth Finance and Charter, Inc., Marine
Aggregates, Inc., Marine Growth Freight, Inc.,, and Gulf Casino Cruises, Inc.,
Delaware corporations (collectively the "Borrower"),
and Xxxxx X. Xxxxxxxx (the “Lender”).
WHEREAS,
the Borrower and the Lender are parties to a Revolving Note Agreement dated
as
of January 5, 2006 (the "NOTE AGREEMENT") pursuant to which, among other things,
the Borrower promised to pay the Lender the principal sum of up to Fifty
Thousand Dollars ($50,000.00), 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 June 30,
2006.
WHEREAS,
the Note Agreement was amended on March 31, 2006, permitting the Borrower to
acquire an additional Fifty Thousand Dollars ($50,000.00) in funds from the
Lender.
WHEREAS,
the Note Agreement was amended on June 20, 2006, permitting the Borrower to
acquire an additional Fifty Thousand Dollars ($50,000.00) in funds from the
Lender.
WHEREAS,
the Note Agreement was amended on October 6, 2006, permitting the Borrower
to
acquire an additional Fifty Thousand Dollars ($50,000.00) in funds from the
Lender.
WHEREAS,
the Note Agreement was amended on January 15, 2007, permitting the Borrower
to
acquire an additional Fifty Thousand Dollars ($50,000.00) in funds from the
Lender.
WHEREAS,
the Note Agreement was amended on February 20, 2007, permitting the Borrower
to
acquire an additional Fifty Thousand Dollars ($50,000.00) in funds from the
Lender.
WHEREAS,
the Note Agreement was amended on March 16, 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 March 26, 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 May 16, 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 Eight Amendment to the
Revolving Note Agreement to permit the Borrower to acquire an additional One
Hundred Thousand Dollars ($100,000.00) in funds from the Lender and to extend
the date in which the principal sum, plus interest, is due.
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 Finance and Charter, Inc.,
Marine Aggregates, 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 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 SEVEN HUNDRED THOUSAND DOLLARS ($700,000), 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 $700,000.00, plus interest, shall be due and payable
on
the 20th
day of
February 2008. Notwithstanding the foregoing, if the principal balance shall
be
prepaid in full by December 15, 2007, 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
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/s/
Xxxxx X. Xxxxxxxx
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Xxxxx
X. Xxxxxxxx
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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 Finance and 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
Aggregates, Inc.
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Marine
Growth Freight, Inc
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/s/
Xxxx X. Xxxxxxx
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Xxxx
X. Xxxxxxx, Secretary
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Gulf
Casino Cruises, Inc.
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