marinegrowth_8k-ex1001.htm


    
      
        

      

    

    EXHIBIT
10.1

     

    GREYSTONE
BUSINESS CREDIT II, L.L.C.

     

    June 12,
2008

     

    Marine
Growth Finance & Charter, Inc.

    Marine
Growth Canada Ltd.

    405-A
Atlantis Road

    Cape
Canaveral, Florida 32920

    Attn:  Craig
Hodgkins, President

    


    Fractional
Marine, Inc.

    405-A
Atlantis Road

    Cape
Canaveral, Florida 32920

    Attn:  Craig
Hodgkins, President

     

    Gentlemen:

    


    Reference
is made to (i) that certain Loan and Security Agreement dated March 26, 2007
among MARINE GROWTH FINANCE & CHARTER, INC., a Delaware corporation ("Marine Growth
Finance"), MARINE GROWTH CANADA LTD., a company organized under the laws
of the Province of British Columbia, Canada ("Marine Growth
Canada"; and together with Marine Growth Finance, the "Marine Growth
Borrowers") and GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware
limited liability company ("Lender") (as amended,
restated, supplemented or otherwise modified from time to time, the "Marine Growth Loan
Agreement"); and (ii) [the existing bareboat lease of the yacht Babe
between Lender, as lessor, and Fractional Marine, Inc., a Delaware corporation,
as lessee] (the "Fractional
Lease").

     

    1.    Additional Advances to the Marine
Growth Borrowers.  As of May 1, 2008, the outstanding balance
of the obligations owing to Lender under the Marine Growth Loan Agreement is
$1,451,085.22 plus accrued interest.  Lender agrees to make additional
advances to the Marine Growth Borrowers under the Marine Growth Loan Agreement
to increase the aggregate loans outstanding thereunder up to the following (the
"Marine Growth
Commitment"): the lesser of (i) Seventy-two and one-half percent (72.5%)
of the appraised fair market value of the yacht Aurora (net of appraisal,
documentation and other related expenses) and (ii) $3,200,000.  The
additional availability generated by such increased commitment shall be used as
follows:

     

    (a)  Lender
has heretofore advanced $250,000 to the Marine Growth Borrowers, and such
advanced amount has been used to repay indebtedness owed by the Marine Growth
Borrowers to the Crivello Group, LLC, a Florida limited liability company (the
"Crivello Group").

     

    (b)  On or
about May 30, 2008, Lender shall advance up to $625,000 to the Marine Growth
Borrowers, to be used to repay indebtedness owing by them to the Crivello
Group.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c)  As soon
as practicable after receipt of a new appraisal of the Aurora, in form and
substance satisfactory to Lender, and reflecting a fair market value for the
Aurora sufficient to increase the Marine Growth Commitment to an amount in
excess of the then-outstanding loans under the Marine Growth Loan Agreement, the
remainder of such availability shall be used to repay indebtedness owing by them
to the Crivello Group.

     

    (d)  Any
remaining unfunded availability may be used as working capital in the operation
of the time-share business for the Aurora.

     

    All such
advances shall be structured and documented in a manner acceptable to Lender in
its sole discretion.

     

    2.    Reappraisals of the
Aurora.  Lender shall have the right to have the Aurora
reappraised, at the cost of the Marine Growth Borrowers, at twelve (12) month
intervals.  If any such appraisal reflects an increase in the fair
market value of the Aurora, Lender may, in its discretion, increase the amount
of the Marine Growth Commitment.  In the event that any such appraisal
reflects a decrease in the fair market value of the Aurora that creates an
overadvance under the Marine Growth Loan Agreement, then such overadvance shall
be repayable in six (6) equal installments payable on the first day of each
month, commencing with the immediately following month.

     

    3.    Repayment of
Obligations.  Interest only on all obligations owing under the
Marine Growth Loan Agreement, at the rate currently provided in the Marine
Growth Loan Agreement, shall be payable for twelve (12) months, payable on the
15th
day of each month, commencing June 15, 2008.  Principal on the loans
shall be payable in forty-eight (48) equal consecutive monthly installments,
payable on the 15th day of
each month, commencing October 15, 2008.  In addition, all net
time-share revenues generated by the Aurora shall be applied as mandatory
prepayments to reduce principal on such loan pursuant to release prices agreed
upon by Lender and the Marine Growth Borrowers.

     

    4.    Fractional Marine,
Inc.  On or before July 1, 2008, the Fractional Lease shall be
extinguished, title to the Babe shall be transferred to Fractional, and Lender
shall make a loan to Fractional on the following terms (evidenced by a Loan and
Security Agreement (the "Fractional Loan Agreement"):

     

    (a)  Amount.  The
principal balance shall be reduced to $2,400,000 plus expenses, which includes
an additional advance to be made to Fractional in the amount of $50,000 (of
which $40,100.53 has been advanced by Lender prior to the date hereof) to cover
estimated new expenses relating to the Babe.

     

    (b)  Repayment.  Interest
only on the loan, at Lender's cost of funds for this loan, shall be payable on
the fifteenth day of each month commencing June 15, 2008.  Principal
on the loan shall be payable in forty-eight (48) equal consecutive monthly
installments, payable on the fifteenth day of each month, commencing October 15,
2008, plus accrued interest.

     

    (c)  Cross-collateralization,
Etc.  The Fractional Loan Agreement shall provide that (i) the
collateral thereunder shall also secure the obligations under the Marine Growth
Loan Agreement and (ii) a default under the Marine Growth Loan Agreement shall
also constitute a default under the Fractional Loan Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)  Sale.  In the event
of a sale or other disposition of the Babe for an amount (net of expenses) less
than $2,400,000, the deficiency shall be payable by Fractional in twenty-four
(24) equal monthly installments, payable on the fifteenth day of each month,
commencing with the month after the month in which the sale or other disposition
occurs, together with interest on the unpaid balance outstanding from time to
time at the rate provided in the Fractional Loan
Agreement.  Notwithstanding the foregoing, in the event that the Babe
is not sold on or before October 15, 2008, then, in addition to any other
amounts required to be paid to Lender, Fractional shall make a mandatory
prepayment to Lender in the amount of Five Hundred Thousand Dollars ($500,000),
payable in twenty-four (24) equal consecutive monthly installments, payable on
the fifteenth day of each month, commencing October 15, 2008.  In the
event of a sale of the Babe after October 15, 2008, such installments shall be
adjusted pro rata over the remainder of such 24-month period to cover the actual
deficiency remaining after such sale.

     

    All such
advances shall be structured and documented in a manner acceptable to Lender in
its sole discretion,

     

    5.    Cross-collateralization, Etc.
Effective immediately, (i) the collateral securing the obligations under the
Marine Growth Loan Agreement shall also secure the obligations under the
Fractional Lease, as well as all obligations under the Fractional Loan Agreement
once the Fractional Lease is restructured as a loan and (ii) a default under the
Marine Growth Loan Agreement shall also constitute a default under the
Fractional Lease, as well as a default under the Fractional Loan Agreement once
the Fractional Lease is restructured as a loan.  Promptly after the
date hereof, the Marine Growth Loan Agreement shall be amended to reflect such
cross-collateralization and cross-default; provided, that such
cross-collateralization and cross-default shall be effective immediately upon
execution of this Agreement, notwithstanding the fact that such amendment shall
not have been executed as of the date hereof. For purposes hereof, Fractional
shall be deemed to be an Affiliate of the Marine Growth Borrowers, as defined in
the Marine Growth Loan Agreement.

     

    6.    Potential New Time-Sharing
Facility.  After the date hereof, Lender agrees to consider
extending a new warehouse time-sharing credit facility to the Marine Growth
Borrowers.  Lender's decision to extend such facility, and the amount
and terms thereof, shall be based on due diligence to be conducted by Lender
after the date hereof (including, without limitation, with respect the
time-sharing business), all of which shall be in Lender's sole discretion (it
being understood that Lender may decide in its discretion not to extend such
facility).  In connection with such due diligence, the Individuals (as
defined in the Titan Modification Agreement dated of even date herewith among
Titan Global Holdings, Inc. and certain of its subsidiaries and affiliates, the
Lender and certain other parties thereto) shall provide Lender with the names of
other lenders that regularly make such time-sharing loans.

     

    7.    Documentation.  Attached
hereto as Exhibit A is a list of the documentation required to evidence the
transaction described in this Agreement.  The Companies hereby agree
to execute and deliver to such documentation within the applicable time periods
specified in Exhibit A, and their failure to do so shall constitute an Event of
Default under the Marine Growth Loan Agreement.

     

    8.    Release.  On the
date hereof, the Companies shall execute and deliver to the Lender a general
release in the form attached hereto as Exhibit B.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    9. Ratification of Loan
Documents.  Except as expressly modified by, or pursuant to,
this Letter Agreement, no other changes or modifications to the Loan Documents
(as defined in the Marine Growth Loan Agreement) are intended or implied,
and in all other respects the Loan Documents are hereby ratified, restated and
confirmed by all parties hereto as of the effective date hereof and shall
continue in full force and effect as valid and binding agreements of each such
person or entity enforceable against such person or entity. To the extent of any
conflict between the terms of this Letter Agreement and the other Loan
Documents, the terms of this Letter Agreement shall govern and control. This
Letter Agreement supersedes all other agreements, written or oral, entered into
among Lender and one or more of the Companies relating to the subject matter
hereof.

     

    This
letter agreement shall be binding upon the successors and permitted assigns of
the parties hereto.  None of the parties shall have any rights to
assign their rights and interests hereunder without the prior written consent of
the parties hereto.  This letter agreement may not be modified without
the consent of the parties hereto and their permitted assigns.

     

    This
letter agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which together shall constitute one
document.  Delivery of an executed counterpart of a signature page of
this letter agreement by facsimile transmission or electronic portable data
format (i.e., pdf) shall be effective as delivery of a manually executed
counterpart of this letter agreement.

     

    This
letter agreement shall be governed by the laws of the State of New
York.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    Please
indicate your agreement and acceptance to the foregoing by signing below and
returning this letter agreement to us.

     

    
      	
              GREYSTONE
      BUSINESS CREDIT II, L.L.C.

               

              By:____________________________________

              Title:___________________________________

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Agreed
      and Accepted

               

              MARINE
      GROWTH FINANCE & CHARTER, INC., 

              a
      Delaware corporation

               

              
                By:____________________________________

                Title:___________________________________                                                             

              

            	 
      


    

    


    
      	
              MARINE
      GROWTH CANADA, LTD., a company 

              organized
      under the laws of the Province of 

              British
      Columbia, Canada

               

              
                By:____________________________________

                Title:___________________________________

              

            	 
      


    

    


    
      	
              FRACTIONAL
      MARINE, INC. a Delaware corporation

               

              
                By:____________________________________

                Title:___________________________________

              

            	 
      


    

     

    
 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

    


    
      
        	
                I.     

              	
                Documents
      to be delivered at closing

              


      

    

     

    
      
        	
                      a.   

              	
                Marine/Fractional
      Modification Agreement

              


      

    

     

    
      
        	
                          i.   

              	
                Legal
      Opinion from Sichenzia Ross Friedman Ference
LLP

              


      

    

     

    
      
        	
                          ii.      
      

              	
                Organizational
      Documents and Secretary’s
Certificates

              


      

    

     

    
      
        	
                      b.   

              	
                Release
      (as set forth on Exhibit B
hereto)

              


      

    

     

    
      
        	
                      c.   

              	
                Appraisal
      of the Aurora

              


      

    

     

    
      
        	
                      d.   

              	
                Amendment
      to the Aurora ship mortgage, if
any

              


      

    

     

    
      
        	
                II.            
      

              	
                Documents
      to be delivered post-closing

              


      

    

     

    
      
        	
                      a.   

              	
                Amendment
      to Marine Growth Loan Agreement, covering the increased commitment, new
      payments and
cross-collateralization

              


      

    

     

    
      
        	
                      b.   

              	
                Fractional
      Loan Agreement, and the related termination of the Babe bareboat
      lease

              


      

    

     

    
 

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
B

    


    [Form of
General Release]

    


    Reference
is hereby made to (i) the Loan and Security Agreement dated March 26, 2007 among
Marine Growth Finance & Charter, Inc., a Delaware corporation ("Marine Growth
Finance"), Marine Growth Canada Ltd., a company organized under the laws
of the Province of British Columbia, Canada ("Marine Growth
Canada"; and together with Marine Growth Finance and Fractional, the
"Marine Growth
Borrowers") and Greystone Business Credit II, L.L.C., a Delaware
limited liability company ("Lender") (as amended,
restated, supplemented or otherwise modified from time to time, the "Marine Growth Loan
Agreement"), (ii) the existing bareboat lease of the yacht Babe between
Lender, as lessor, and Fractional Marine, Inc., a Delaware corporation, as
lessee (the "Fractional Lease")
and (iii) the Agreement of even date herewith (the "Agreement") among the
undersigned and Lender.

     

    In
consideration of the agreements of the Lender contained in the Marine Growth
Loan Agreement, the Fractional Lease and the Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned, on behalf of itself and its successors
and assigns, and its present and former shareholders, affiliates, subsidiaries,
divisions, predecessors, directors, officers, attorneys, employees, agents and
other representatives (the undersigned and all such other Persons being
hereinafter referred to collectively as the "Releasing Parties"
and individually as a "Releasing Party"),
hereby absolutely, unconditionally and irrevocably releases, remises and forever
discharges the Lender, and its successors and assigns, and its present and
former shareholders, affiliates, subsidiaries, divisions, predecessors,
directors, officers, attorneys, employees, agents and other representatives
(Lender and all such other Persons being hereinafter referred to collectively as
the "Releasees"
and individually as a "Releasee"), of and
from all demands, actions, causes of action, suits, covenants, contracts,
controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of
set-off, demands and liabilities whatsoever (individually, a "Claim" and
collectively, "Claims") of every
kind and nature, known or unknown, suspected or unsuspected, at law or in
equity, which each of the undersigned or any of its successors, assigns, or
other legal representatives may now or hereafter own, hold, have or claim to
have against the Releasees or any of them for, upon, or by reason of any
circumstance, action, cause or thing whatsoever which arises at any time on or
prior to the date of this Release, including, without limitation, for or on
account of, or in relation to, or in any way in connection with this Release,
the Marine Growth Loan Agreement, the Fractional Lease or the other Loan
Documents (as such terms may be defined in each of the Marine Growth Loan
Agreement and the Fractional Lease) or the transactions thereunder.

     

    Each of
undersigned understands, acknowledges and agrees that the release set forth
above may be pleaded as a full and complete defense and may be used as a basis
for an injunction against any action, suit or other proceeding which may be
instituted, prosecuted or attempted in breach of the provisions of such
release.

     

    Each of
the undersigned hereby represents and warrants to the Lender that the execution,
delivery, and performance of this Release are within its corporate or
organizational powers, have been duly authorized by all necessary corporate or
other organizational powers or action, and are not in contravention of any law,
rule, or regulation, or any order, judgment, decree, writ, injunction, or award
of any arbitrator, court, or governmental authority, or of the terms of its
charter or bylaws, or of any contract or undertaking to which it is a party or
by which any of its properties is or may be bound or affected.

     

    Each of
the undersigned agrees that no fact, event, circumstance, evidence or
transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the
release set forth above.

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Release to be duly executed
and delivered by their duly authorized officers as of this ___ day of June,
2008.

     

    
      	
              MARINE
      GROWTH FINANCE & CHARTER, INC.,
      

              a
      Delaware corporation

               

              
                By:____________________________________

                Title:___________________________________

              

                                                                      

              MARINE
      GROWTH CANADA, LTD., a company
      

              organized
      under the laws of the Province of 

              British
      Columbia, Canada

              

                 

                By:____________________________________

                Title:___________________________________

              

               

              FRACTIONAL
      MARINE, INC. a Delaware corporation

               

              
                By:____________________________________

                Title:___________________________________

              

            


    

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    ACCEPTED
AND ACKNOWLEDGED:

     

     

    
      	
              LENDER:

            


    

    


    
      	
              GREYSTONE
      BUSINESS CREDIT II, L.L.C., 

              a
      Delaware limited liability company

               

              
                By:____________________________________

                Title:___________________________________  

              

            


    

    
 

     

     

    B-3