robk_8k.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKv83tlOPDPa0QibiSEIrRNbt+oNZpCmzIoBdHodc5ou3h7eJ3heCXhbbObeGCSl DMhO6a0rxG6MYWZGquVl0g== 0001354488-10-001965.txt : 20100616 0001354488-10-001965.hdr.sgml : 20100616 20100616172614 ACCESSION NUMBER: 0001354488-10-001965 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20100611 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100616 DATE AS OF CHANGE: 20100616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROTATE BLACK INC CENTRAL INDEX KEY: 0001020477 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 753225181 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-44315 FILM NUMBER: 10901432 BUSINESS ADDRESS: STREET 1: 932 SPRING STREET STREET 2: SUITE 201 CITY: PETOSKEY STATE: MI ZIP: 49770 BUSINESS PHONE: 231 347-0777 MAIL ADDRESS: STREET 1: 932 SPRING STREET STREET 2: SUITE 201 CITY: PETOSKEY STATE: MI ZIP: 49770 FORMER COMPANY: FORMER CONFORMED NAME: BEVSYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 20020416 FORMER COMPANY: FORMER CONFORMED NAME: AQUA CLARA BOTTLING & DISTRIBUTION INC DATE OF NAME CHANGE: 19971219 8-K 1 robk_8k.htm CURRENT REPORT robk_8k.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 11, 2010

Rotate Black, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	0-14039	75-3225181
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

932 Spring Street, Suite 201, Petoskey, MI 49770

(Address of Principal Executive Offices) (Zip Code)

(231) 347-0777

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

As disclosed in the current report on Form 8-K filed by Rotate Black, Inc. (the “Company”) on April 27, 2010, the Company entered into a letter of intent (the “LOI”) on February 2, 2010, with the Chapter 11 Trustee of Cruise Holding II, LLC to purchase the gaming vessel “The Big Easy” for $3,000,000. Pursuant to the LOI, the Company paid a cash deposit of $125,000 and issued a note in the amount of $125,000. The LOI provided for a closing no later than March 15, 2010, subject to a single extension of 30 days, at the election of the Company upon a payment to the Trustee of an additional cash deposit of $50,000 which was made on March 14, 2010.

On April 20, 2010 the Company entered into an agreement with the Trustee to extend the closing date to on or before June 1, 2010 for an additional cash payment of $275,000. In consideration of the extension, the Company remitted a total of One Hundred Seventy-Five Thousand Dollars ($175,000) as of April 21, 2010. Additional payments on May 1, 2010 of Fifty Thousand Dollars ($50,000) and May 14, 2010 of Fifty Thousand Dollars ($50,000) also were required. A portion of these payments were to be used as a down payment on the vessel and a portion would be used to retire the note.

On June 10, 2010, the Company entered into an Offer to Purchase and Sales Agreement (the “Purchase Agreement”) with the seller of The Big Easy, Cruise Holdings II, LLC (“Seller”). Pursuant to the Purchase Agreement, as full consideration for the acquisition of The Big Easy, the Company issued a Promissory Note to Seller in the amount of $2,975,000 (the “Secured Note”); delivered to Seller the Preferred Mortgage to secure the Secured Note; and issued to Seller an unsecured Promissory Note (the “Unsecured Note”) in the amount of $600,000. The closing of the transaction was approved by the Bankruptcy Court on June 11, 2010.

The Company issued a Press Release in connection with the closing, a copy of which is filed herewith as Exhibit 99.1.

The Secured Note requires interest payments of $35,000 per month for 12 months and the Secured Note matures entirely on June 10, 2011. Interest on the Secured Note accrues at the rate of 14.5% per annum. After a default (or maturity), if the Secured Note remains unpaid, the interest rate increases to 20%. The Secured Note is cross-defaulted with the Unsecured Note and is secured by the Preferred Mortgage, which has been filed as a first perfected lien against the vessel.

Interest on the Unsecured Note accrues at the rate of 14.5% per annum. The Unsecured Note is cross-defaulted with the Secured Note. Monthly payment under the Unsecured Noted are in the amount of 2% of monthly gross gaming revenues from the operation of the vessel and the Unsecured Note matures on the 1st anniversary of the date that the vessel opens for gaming business. However, if the vessel does not open for gaming business on or before June 10, 2011, the Unsecured Note will matter on June 11, 2012. After a default (or maturity), if the Unsecured Note remains unpaid, the interest rate increases to 20% and the monthly payment of gaming revenues is at the rate of 4%.

John Paulsen, the Company’s Chief Executive Officer, personally guaranteed the payment of the Secured Note and the Unsecured Note pursuant to an Unconditional Guaranty delivered contemporaneously with such notes.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
10.1		Offer to Purchase and Sale Agreement, dated June 10, 2010.
10.2		(Secured) Promissory Note in the amount of $2,975,000, issued by the Company on June 10, 2010.
10.3		Preferred Mortgage, delivered by the Company on June 10, 2010.
10.4		(Unsecured) Promissory Note, in the amount of $600,000, issued by the Company on June 10, 2010.
10.5		Unconditional Guaranty from John Paulsen, dated June 11, 2010.
99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Rotate Black, Inc. (Registrant)

Date: June 16, 2010	By:	/s/ JOHN C. PAULSEN
		Name: John C. Paulsen
		Title: Chief Executive Officer

EX-10.1 2 robk_ex101.htm OFFER TO PURCHASE AND SALE AGREEMENT robk_ex101.htm

EXHIBIT 10.1

Luxury Yachts International, Inc.

A Florida Corporation

OFFER TO PURCHASE AND SALES AGREEMENT

0; 0;

LUXURY YACHTS INTERNATIONAL, INC. IS HEREBY AUTHORIZED

TO OFFER THE SUM OF

$ 3,250,000.00 (GROSS)

Three Million Two Hundred Fifty Thousand and No/100 U.S. FUNDS And No/100 Dollars

FOR THE VESSEL: “BIG EASY” (see Specifications Schedule A)

OFFICIAL NUMBER: USCG DOC # 998517 YEAR: 1993

GENERAL DESCRIPTION/TYPE: 226’ 1200 Passenger

THE BUYER: Rotate Black, Inc. and/or Assigns submits the following offer on behalf of an entity to be formed

The SELLER: Cruise Holdings II, LLC

The Buyer agrees and understands and submits this offer as follows:

1. Understands that the BIG EASY (the “Vessel”) is offered in good faith subject to the Seller’s acceptance of this offer and approval of this offer by the US Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) and that said offer is binding on Seller only when accepted in writing by the Seller, and an order is entered by the Bankruptcy Court authorizing the Seller to sell the vessel to the Buyer. This offer is tendered with the understanding that it will remain irrevocable upon delivery of the full $275,000 Deposit (the "Deposit") described below. The $275,000 deposit shall be non-refundable, unless the Bankruptcy Court fails to authorize the Seller to sell the vessel to the Buyer, Seller refu ses to close or is unable to provide good title to the Vessel.

2. Understands that the Buyer and his guest(s) will board the vessels for Survey at their own risk and will hold this brokerage and the owner(s) harmless and free from any and all claims of injury or damage which may occur to them, and that the Buyer hereby assumes the responsibility of notifying his guest(s) of this condition.

3. Agrees that the Buyer shall pay for all engine inspections, Haul-Outs, Surveys and miscellaneous services authorized by the Buyer whether the Buyer purchases the vessel or not. Buyer shall also be liable for all repairs that the Buyer orders to be made even if for any reason he is unable to complete this transaction. Buyer shall have the right to appoint the surveyor of his choice. Notwithstanding the forgoing, the Buyer shall not order any repairs of the vessel unless and until the Buyer closes on the sale of the vessel pursuant to an order of the Bankruptcy Court.

4. Understands that after the Sea Trial and /or Survey, the Buyer may reject vessel if not satisfied with same, and that his deposit will be promptly refunded less any expenses incurred on his behalf. This provision is not applicable. Buyer will accept as is. Buyer Initials ________________________.

5. Knows of and agrees to pay STATE USE TAX, when due, to Dept. of Revenue for the state of Florida, if applicable.

6. Knows of and agrees to pay his prorated share of property taxes, computed from the date of the sale to the first of January of the following year, if applicable.

7. Understands that in the event the Buyer delivers its deposit and thereafter fails to pay the balance of the purchase price, Buyer agrees that the Seller may retain any deposit as liquidated damages for the Buyer’s breach of this agreement.. The Buyer will give his final acceptance of the vessel by delivery of the Deposit as described in paragraph 1 above, and therefore the Deposit will be non-refundable immediately, if the Buyer fails to close after the conditions listed in paragraph 1 are met.

Buyer’s Initial's: ________________Seller’s Initial's:< font color="black" style="FONT-FAMILY: Times New Roman; FONT-SIZE: 12pt; FONT-WEIGHT: bold"> ___________________ Agent’s Initial's: ________________

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

Luxury Y achts International, Inc.

A Florida Corporation

PAGE 2 OFFER TO PURCHASE FOR VESSEL

“BIG EASY” OFFICIAL NUMBERS: USCG DOC# 998517

8. This document constitutes the offer from the Buyer to the Seller. Upon acceptance by Seller, this offer shall be deemed an “Asset Purchase Agreement” and shall be filed with an appropriate motion with the Bankruptcy Court.. There are no other duties, obligations, liabilities, or warranties, implied or otherwise. All agreements or representations not incorporated in this writing are void and have no effect. This Offer can only be modified by a written modification agreed to, accepted and signed by SELLER, BUYER and Luxury Yachts International, Inc.

9. Should any dispute arise between Buyer and Seller and Luxury Yachts International, Inc., the parties shall be bound by the decisions of the Bankruptcy Court.

10. OTHER CONDITIONS:

Method of payment: $275,000.00 Deposit wire transferred to the trust account of Trustee/Seller’s counsel, Bilzin Sumberg Baena Price & Axelrod LLP (“BSBPA Trust Account”), plus

(a) execution and delivery of a Promissory Note in the original principal amount of $2,975,000 (the "Note") made by Seller in favor of Buyer for 12 months at 14.5% interest, with monthly interest only payments of $35,000, a maturity date on the first anniversary of the date of execution, and containing such other terms and conditions as are customary for promissory notes of this type in Miami-Dade and Broward Counties, Florida (See Schedule B) and secured by the Preferred Ship Mortgage (as defined below);

(b) execution and delivery of a Preferred Ship Mortgage executed by the Buyer in favor of the Seller which shall encumber the Vessel and which shall be in form reasonably acceptable to the Seller (See Schedule C) (the "Preferred Ship Mortgage");

(c) execution and delivery of an unsecured promissory note (the “Consulting Note”) payable to the Seller, representing advance payment for consulting services, which Consulting Note shall be in the original principal amount of $600,000, shall bear interest at the rate of 14.5% per annum simple interest, shall be payable commencing on the 15th day of the month subsequent to the month in which the Vessel opens for gaming business and on the 15th of each month thereafter until maturity, with each such monthly payment equal to 2% of the monthly gross gaming revenue generated, from the operation of the Vessel, based upon the gross gaming revenue for the month prior to the month of the subject payment, as reported to the Mississippi Gaming Commission or other applicable governmental authority, and maturing o n the first anniversary of the dale that the Vessel is opened by the Buyer for gaming business, provided, however, that, in the event that the Vessel does not open for gaming business on or before June 13, 2011, the maturity date shall be June 11, 2012 (see Schedule D);

(d) John Paulsen shall execute and deliver a Personal Guarantee of the Promissory Note and of the Consulting Note (see Schedule E).

Schedules B, C, D, and E shall be referred to as the "Closing Documents".

This offer shall remain open until June 11, 2010 at 5:00 P.M. (EDT) and is accompanied by a DEPOSIT OF $275,000.00 by Wire Transfer by June 4, 2009 5:00 P.M. EDT.

FINAL CLOSING: The closing (the “Closing”) of the purchase and sale of the Vessel shall take place on or after (a) approval of this Agreement by the Bankruptcy Court, (b) payment of the Deposit to the Chapter 11 Trustee, and (c) execution and delivery of the Closing Documents, but in no event shall the Closing occur later than June 11, 2010.

Buyer’s Initial's: ________________Seller’s Initial's: ___________________ Agent’s Initial's: ________________

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

Luxury Yachts International, Inc.

A Florida Corporation

11.

Other Conditions: THE VESSEL IS BEING SOLD “AS IS, WHERE IS. Buyer understands and agrees that entry of an order by the Bankruptcy Court approving the sale of the vessel is required in order for the sale to be final; pending the entry of such order, the deposit referenced above will be held in the BSBPA Trust Account. At least two business days prior to closing, Seller will provide Buyer with a copy of the order the Bankruptcy Court authorizing the sale of the vessel to Buyer, free and clear of all liens, claims and encumbrances, which liens, claims and encumbrances shall attach to the proceeds of sale of the vessel. Buyer shall cause the Deposit to be wired into the Attorney Trust Account of Bilzin Sumberg Baena Price & Axelrod LLP ("BSBPA") by close of business on Friday, June 4, 2010. Upon approval of this Agreement by the Bankruptcy Court, the Deposit shall become a non-refundable deposit, the Chapter 11 Trustee shall be authorized to disburse the Deposit as permitted by the Bankruptcy Court and the Closing shall occur on or before June 11, 2010. At Closing, Buyer will insure the vessel for $5,000,000 with the Estate, or its successors or assigns, as Loss Payee. After the Closing, the Buyer shall move the Vessel no later than June 15, 2010 from its current berthing to an alternate, reasonable location mutually agreeable by the Parties. Buyer will keep the Chapter 11 Trustee informed of the Vessel’s location and when it will be moved to Gulfport, Mississippi. Moreover, Seller will cause all contractors hired to work on the Vessel, up through and including June 1, 2010, and Buyer will cause all contractors hired to work on the Vessel from and after June 1, 2010, to sign a “hold harmless” agreement with respect to any and all maritime liens.

12.

This document constitutes the entire Offer between the parties. There are no other duties, obligations, liabilities, or warranties, implied or otherwise. All agreements or representations not incorporated in this writing are void and have no effect. This Agreement can only be modified by written modification agreed to, accepted and signed by BUYER, SELLER and LUXURY YACHTS INTERNATIONAL, INC.

13.	In the event the vessel is sold to the Buyer, the Seller shall be under obligation for the payment of $100,000 commission to LUXURY YACHTS INTERNATIONAL, INC. and shall be paid from the proceeds of the sale upon closing.

14.	Default: In the event of a default under the Note or the Consulting Note, default interest shall accrue at the rate of 20% per annum simple interest. The Note and the Consulting Note shall be cross-defaulted.

15.	Closing Documents Govern: In the event of a conflict between this Agreement and any of the Closing Documents, the terms and conditions of the Closing Documents shall govern.

16.

As consideration for the foregoing, Buyer shall cause the Deposit to be wired into the Attorney Trust Account of BSBPA by close of business on Friday, June 4, 2010. Upon approval of this Offer by the Bankruptcy Court, the Deposit shall become a non-refundable deposit. At Closing, Buyer will insure the vessel for $5,000,000 with the Trustee as Loss Payee. After Closing, the Vessel will be moved by Buyer no later than June 15, 2010 from its current berthing to an alternate, reasonable location mutually agreeable by the parties..

17.

The Parties’ respective rights and obligations with respect to the previous offer dated January 29, 2010 are terminated and superseded by the terms of this Offer. Upon approval by the Bankruptcy Court of this Offer, delivery of the Deposit to the Trust Account of BSBPA, and execution and delivery by Buyer of the Closing Documents, Buyer, and John Paulsen, individually and in his capacity as a representative of Buyer, shall be released from any and all obligations due and owing, or as shall become due and owing, by operation of the Promissory Note and Unconditional Guaranty, true and correct copies of which are attached hereto. Upon such approval, the original Promissory Note and the original Unconditional guaranty shall be marked “canceled” by the Chapter 11 Trustee and delivered to John Paulsen.

Buyer’s Initial's: ________________Seller’s Initial's: ___________________ Agent’s Initial's: ________________

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

Luxury Yachts International, Inc.

A Florida Corporation

18.

This Offer is tendered with the intention of the Buyer as becoming recognized, after the delivery of its deposit, as the purchaser of the Vessel pursuant to an order entered by the Bankruptcy Court with respect to the sale of the vessel, and, notwithstanding anything to the contrary set forth herein, (a) is not contingent upon (i)financing, (ii) the completion of unperformed Due Diligence, (iii) the obtaining of approvals from the Buyer’s board of directors or other internal approvals or consents, or (iv) the absence of any material adverse change; (b) is subject to approval by the Bankruptcy Court; (c) provides for a final closing no later than June 11, 2010; (d) is irrevocable upon delivery of Buyer’s Deposit and as set forth in Paragraph 1; and (c) provides for a $275,000 Deposit which deposit shall be non-refundable upon delivery and t hat shall be forfeited as liquidated damages in the event that the Buyer defaults, breaches the terms of this Offer, or breaches the terms of any sale order that may be entered by the Bankruptcy Court.

19.

In the event that the Bankruptcy Court fails to approve this Offer by June 11, 2010, this Offer shall be null and void and the Deposit shall be promptly returned to the Buyer. The Chapter 11 Trustee agrees to seek approval by the Bankruptcy Court of this offer upon his execution of this Offer and Buyer agrees to support such approval in any manner reasonably requested by the Chapter 11 Trustee or his counsel.

20.

The Chapter 11 Trustee and Buyer further agree that (i) the Bankruptcy Court shall have exclusive jurisdiction to determine any disputes arising from this offer, (ii) this Offer may not be amended, altered or modified except by a writing executed by each of the Chapter 11 Trustee and Buyer (iii) this offer is binding upon Buyer, the Chapter 11 Trustee and Cruise Holdings II, LLC and will inure to benefit of each and to the respective successors and permitted assigns of each; (iv) this Offer represents the entire understand of the Chapter 11 Trustee and Buyer with respect of the subject matter of this Offer and amends all prior agreements, arrangements and understandings with respect to the subject matter of the Offer, and (v) notwithstanding anything to the contrary contained herein, this Offer is subject to the approval of the Bankruptcy C ourt.

21.	Buyer will have the right to assign its rights and obligations as Buyer to an affiliated company prior to Closing. Buyer shall provide written notice of any such assignment to the Chapter 11 Trustee prior to closing.

22.	We have read and understand the terms and conditions concerning the sale and purchases of the above described “BIG EASY” OFFICIAL#: USCG DOC# 998517, and hereby approve and accept the terms hereof and acknowledge receipt of a copy of this Agreement.

Buyer’s Signature:		Date: June 11, 2010
	Rotate Black, Inc.
	By: John Paulsen, Vice President

Address:	932 Spring Street Suite # 201 Petoskey, Michigan 49770

Buyer’s Initial's: ________________Seller’s Initial's: ___________________ Agent’s Initial's: ________________

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

Luxury Yachts Int ernational, Inc.

A Florida Corporation

Luxury Yachts International, Inc.:		Date:
Selling Agent:	Linda L. Krantz, President	License #: EBK-4321

FINAL ACCEPTANCE: The Buyer understands that information given him regarding the vessel is believed correct, but is not guaranteed.

Buyer hereby certifies that he is satisfied as to the condition of the vessel and hereby accepts it, as is, without warranty, either expressed or implied, and that this is the final acceptance of the vessel and authorizes the completion of this transaction.

Buyer’s Signature:		Date:	June 11, 2010
Print Name:	JOHN PAULSEN, Vice President Rotate Black, Inc.

Luxury Yachts International, Inc.		Date:
Witnessed By:	Linda L. Krantz, President Selling Agent: License #EBK-4321

THE SELLER: CRUISE HOLDINGS II, LLC

1. Seller, agrees that this Offer is tendered with the understanding that it may not be considered binding until delivery of Buyer’s deposit.

2. In the event the Buyer’s deposit is forfeited under the terms of this agreement, said deposit shall be divided between the Seller and LUXURY YACHTS INTERNATIONAL, INC. with the sum of $225,000 being retained by the Seller and the Brokerage share shall be in the amount of $50,000.

3. Seller is to discharge all liens, mortgages and bills now held against the vessel and shall furnish clear title to the vessel in accordance with the regulations of the U.S. Customs, State of Florida, Department of Harbors and Watercraft, and the applicable tax departments of the City , County, State and Federal governments. The Seller shall deliver clean title to the vessel, free and clear of all liens, claims and encumbrances, as a result of the Bankruptcy Court order authorizing the sale of the vessel on such terms. Any existing liens, claims or encumbrances against the vessel shall attach to the proceeds of sale.

Buyer’s Initial's: ________________Seller’s Initial's: ___________________ Agent’s Initial's: ________________

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

Luxury Yachts Int ernational, Inc.

A Florida Corporation

4. This document constitutes the entire Offer between the parties. There are no other duties, obligations, liabilities, or warranties, implied or otherwise. All agreements or representations not incorporated in this writing are void and have no effect. This Agreement can only be modified by written modification agreed to, accepted and signed by BUYER, SELLER and LUXURY YACHTS INTERNATIONAL, INC.

5. Other Conditions: In the event the vessel is sold to the Buyer, the Seller shall be under obligation for the payment of $100,000 commission to LUXURY YACHTS INTERNATIONAL, INC. and shall be paid from the proceeds of the sale upon closing.

6. Default: In the event of a default under the Note or the Consulting Note, default interest shall accrue at the rate of 20% per annum simple interest. The Note and the Consulting Note shall be cross-defaulted.

7. Closing Documents Govern: In the event of a conflict between this Agreement and any of the Closing Documents, the terms and conditions of the Closing Documents shall govern.

8. As consideration for the foregoing, Buyer shall cause the Deposit to be wired into the Attorney Trust Account of BSBPA by close of business on Friday, June 4, 2010. Upon approval of this Offer by the Bankruptcy Court, the Deposit shall become a non-refundable deposit. At Closing, Buyer will insure the vessel for $5,000,000 with the Trustee as Loss Payee. After Closing, the Vessel will be moved by Buyer no later than June 15, 2010 from its current berthing to an alternate, reasonable location mutually agreeable by the parties..

9. The Parties’ respective rights and obligations with respect to the previous offer dated January 29, 2010 are terminated and superseded by the terms of this Offer. Upon approval by the Bankruptcy Court of this Offer, delivery of the Deposit to the Trust Account of BSBPA, and execution and delivery by Buyer of the Closing Documents, Buyer, and John Paulsen, individually and in his capacity as a representative of Buyer, shall be released from any and all obligations due and owing, or as shall become due and owing, by operation of the Promissory Note and Unconditional Guaranty, true and correct copies of which are attached hereto. Upon such approval, the original Promissory Note and the original Unconditional guaranty shall be marked “canceledR 21; by the Chapter 11 Trustee and delivered to John Paulsen.

10. In the event the Bankruptcy Court does not approve this offer, Buyer shall be entitled to a prompt 100% refund of the Deposit held in the BSBPA trust account, and Seller shall have no obligation or liability for the payment of any commission to LUXURY YACHTS INTERNATIONAL, INC.

11. I, the Seller, subject to Bankruptcy Court Approval, hereby certify that I have read and approved this agreement and further agree to perform the obligations of the Seller as stated above within the time period provided. I further acknowledge receipt of a copy of this Agreement.

Seller’s Signature: _______________________________________________ Date: June 11, 2010

Print Name: Cruise Holdings II LLC

By: Mark T. Calvert, as Trustee

Address: c/o Bilzin Sumberg Baena Price & Axelrod LLP, c/o Mindy A. Mora, 200 S. Biscayne Blvd., Suite 2500, Miami, Florida 33131

Luxury Yachts International, Inc.: _________________________________ Date:________________

Selling Agent: Linda L. Krantz, President License Number: # EBK-4321

Luxury Yachts International, Inc.: __________________________________ Date:_______________

Buyer’s Initial's: ________________Seller’s Initial's: ___________________ Agent’s Initial's: ________________

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

Luxury Yachts Int ernational, Inc.

A Florida Corporation

Linda L. Krantz, President

Broker of Record: #EBK-4321

2495 Cat Cay Lane, Fort Lauderdale, Florida 33312

Phone: 954-584-1888 Fax: 954-581-9898

www.luxuryyachtsinternational.com

EX-10.2 3 robk_ex102.htm (SECURED) PROMISSORY NOTE robk_ex102.htm

EXHIBIT 10.2

	PROMISSORY NOTE
	(Secured by First Priority Preferred Ship Mortgage)

$2,975,000.00		Petoskey, Michigan
		June 10, 2010

For value received, Rotate Black, Inc, of 932 Spring Street Suite #201 Petoskey, Michigan 49770 (hereinafter “Borrower”) promises to pay to the order of Cruise Holding II, LLC, (“Lender”), c/o Bilzin Sumberg Baena Price & Axelrod, LLP 200 S. Biscayne Blvd., Suite 2500, Miami, Florida 33131 or at such other place as may be designated in writing by Lender, the principal sum of TWO MILLION NINE HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND 00/ CENTS ($2,975,000.00) U.S. with interest thereon at the rate of FOURTEEN AND ONE-HALF percent per annum (14.5%) (the "Interest Rate") (based on a 360 day year and charged on the basis of actual days elapsed) (the "Loan"). All sums owing hereunder are payable in lawful money of the United States of America.

REPAYMENT SHALL BE MADE UPON THE FOLLOWING

TERMS AND CONDITIONS:

1.)

Commencing JUNE 10, 2010, Borrower shall pay the sum of THIRTY FIVE THOUSAND DOLLARS AND 00/ CENTS ($35,000.00) interest only on the Tenth (10th) day of each month for the next 12 months. On June 10, 2011 (the "Maturity Date"), the outstanding principal balance of $2,975,000.00 shall be due and payable in full, along with any accrued and unpaid interest or any other amounts due to Lender hereunder.

2.)

3.)	Each payment received by Lender from Borrower shall be applied first to accrued interest and then to reduce the principal balance of this promissory note. Payment shall be by WIRE TRANSFER, to (or such other account as may be designated by Lender):

MARK CALVERT, Chapter 11 Trustee for Cruise Holding II, LLC

c/o Bilzin Sumberg Baena Price & Axelrod, LLP,

Bank Account at: ________________________

Located at: ______________________________________

Account number: _________________, routing number:___________________ .

Page One of Four

DEFAULT

Each of the following shall constitute a Default hereunder:

A.	At the Lender's option, failure to pay when due any sums payable hereunder; or

The occurrence of:

i) Borrower filing of a petition for relief under the Bankruptcy Reform Act of 1978, as amended or modified ("Bankruptcy Code"), or under any other insolvency statutes under federal or state law ("Debtor Relief Law"); or ii) the entry or issuance of an order for relief in a case brought against the Borrower under the Bankruptcy Code or other Debtor Relief Law; or iii) the Borrower filing any pleading in any involuntary proceeding under the Bankruptcy Act or other Debtor Relief Law which admits the jurisdiction of the court or the petitioner's material allegations regarding the Borrower's insolvency; or iv) the Borrower making a general assignment for the benefit of creditors; or v) the Borrower or any creditor of the Borrower applying for, or the appointment of, a receiver, trustee, custodian or liquidator of the Borrower or any of its property; or vi) the dissolution of the Borrower; or

The Borrower's failure to effect a full dismissal of any involuntary petition under the Bankruptcy Code or any other Debtor Relief Law, that is filed against either the Borrower or in any way restrains or limits the Lender regarding the Loan prior to the earlier of the entry of an order granting relief sought in the involuntary petition, or thirty (30) days after the filing of the petition; or

D.	The occurrence of a default under the Preferred Ship Mortgage or the $600,000 Note or other security instrument securing this note; or

E.	At the Lender's option, default by the Borrower under the terms of any agreement(s) or instrument(s) pursuant to which the Borrower has borrowed money from any person or entity; or

The occurrence of an act or event causing or that may cause a preferred maritime lien senior to Lender's Preferred Ship Mortgage to attach to the Vessel (as hereinafter defined) pursuant to the Commercial Instruments and Maritime Liens Act (46 U.S.C. §§ 31301, et seq.), the general maritime law of the United States, or any other theory of recovery, and the failure of Borrower to discharge such lien or otherwise obtain a release from any potential lienor within ten (10) days.

G.	The occurrence of any of the events specified in paragraphs B, C, D, E or F hereof with respect to any person or entity in any manner obligated to the Lender under this note, including, but not limited to, any guarantor.

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OCCURRENCES IN CASE OF DEFAULT

If any default occurs, the Lender may, at its sole option, declare all sums owing under this note immediately due and payable: provided, however that if any documents related to this note provides for automatic acceleration of sums owing hereunder, all sums owing hereunder shall be automatically due and payable in accordance with the terms of that document, and further provided that if a Default defined in paragraph B or C occurs, all sums owing hereunder shall be automatically due and payable as of the date of such occurrence.

If any attorney is engaged by the Lender to enforce, construe or defend any provision of this note, the Preferred Ship Mortgage, the $600,000 Note, or other security instrument securing this note or the $600,000 Note, or as a consequence of any Default, with or without the filing of any legal action or proceedings, the Borrower shall immediately pay on demand all attorney's fees and other costs incurred by the Lender, together with interest thereon from the date of such demand until paid at the rate applicable to the principal owing hereunder as if such unpaid attorneys' fees and costs had been added to the principal.

No previous waiver and no failure or delay by the Lender in acting with respect to the terms of this note, the Preferred Ship Mortgage, the $600,000 Note or any security agreement or other security instrument securing this note or the $600,000 Note shall constitute a waiver or any breach, default or failure of condition under this note, or any such security instrument. A waiver of any terms of this note must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this note and the terms of any other document related to the loan evidenced by this note, the terms of this note shall prevail.

If this note is executed by more than one person or entity as the borrower, the obligations of each person or entity shall be joint and several. No person or entity shall be a mere accommodation maker, but each shall be primarily and directly liable hereunder. Each Borrower waives presentment; demand; notice of dishonor; notice of default or delinquency; notice of costs, expenses or losses and interest thereon; notice of interest on interest and late charges; and diligence in taking any action to collect any sums owing under this note or in proceeding against any of the rights or interests in or to properties securing payment of this note. Time is of the essence with respect to every provision hereof.

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This note shall be construed and enforced in accordance with the laws of the State of Florida, except to the extent that Federal laws preempt the laws of the State of Florida, and all persons and entities in any manner obligated under this note consent to the jurisdiction of any Federal or State Court within the State of Florida on having proper venue and also consent to service of process by any means authorized by Florida or Federal law.

The Borrower acknowledges that this Promissory Note is made in connection with the

sale by Lender of the Vessel (the "Vessel") known as:

“BIG EASY”, a Year: 193, LOA: 226’ 5”, Builder: CUSTOM

Type: 1200 PASSENGER, Official Number: USCG DOC # 998517.

THERE IS NO PENALTY FOR EARLY PARTIAL PAYMENT, OR FULL PAYMENT, OF THE INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE.

Borrower will add Lender to their insurance policy as LOSS PAYEE and further acknowledge there will be no major modifications to the vessel without prior written permission from Lender. Vessel will be insured for no less than $5,000,000.

Borrower will provide lender with additional security: Personal Guarantee from John Paulsen and a warrant for 51% of Borrower with a strike price of $1.00. Warrant can be exercised if in default for more than 30 days.

Borrower will allow routine inspection of the vessel by the Lender and/or Lenders agent with 24 hours notice.

Borrower:__________________________________________________________

ROTATE BLACK, INC.

By: John Paulsen, Vice President

DL # __________________________ SS#__________________________________

Address: 932 Spring Street Suite #201 City: Petoskey, Michigan

State: Michigan Zip: 49770

ALL PURPOSE ACKNOWLEDGEMENT

STATE OF: __________COUNTY OF: ___________________ On_____________, 2010 before me the undersigned notary personally appeared John Paulsen, VP personally known to me-or-proved to me on the basis satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signatures on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instruments.

WITNESS MY HAND AND OFFICIAL SEAL COMMISSION EXPIRES: ___________________

______________________________________

Signature of Notary: CAPACITY CLAIMED BY SIGNER

( ) Individual’s ( ) Subscribing Witness ( ) Partner SIGNER IS REPRESENTING:

0; ROTATE BLACK, INC. (X ) Corporation VP ( ) Guardian/Conservator ( ) Attorney-In –Fact Name of person (s) or entity (ies)

Officer(s) ________ ( ) Other ( ) Trustee (s) __________

Page Four of Four

EX-10.3 4 robk_ex103.htm PREFERRED MORTGAGE robk_ex103.htm

EXHIBIT 10.3

Vessel Name: “BIG EASY”

Hull Number:

Official Number: USCG 998517

Amount: $2,975,000.00

PREFERRED MORTGAGE

THIS PREFERRED SHIP MORTGAGE (the "Mortgage"), made this 10th day of JUNE 2010 by and between,

ROTATE BLACK, INC

932 Spring Street Suite 201

Petoskey, Michigan 49770

hereinafter designated as Mortgagors, and

Cruise Holdings II, LLC

c/o Bilzin Sumberg Baena Price & Axelrod, LLP

200 South Biscayne Blvd. Suite 2500

Miami, Florida 33131

hereinafter designated as Mortgagee.

WITNESSETH:

WHEREAS, Mortgagors are the sole owner(s) of the vessel known as: “BIG EASY” Official No. USCG Documentation 998517 Hull No. n/a which vessel is more fully described in its official document, a copy of which is on file in the office of the U.S. Coast Guard; and WHEREAS, Mortgagors are justly indebted to Mortgagee in the sum of Two Milli on Nine Hundred Seventy Five Thousand And 00/100 ($2,975,000.00) Dollars.

NOW, THEREFORE, in consideration of the premises and the payment of the sum of One Dollar ($1.00) and other good and valuable consideration, receipt of which is hereby acknowledged, and for the purpose of securing the payment of said indebtedness, together with interest thereon, and any advancements hereafter made and the performance of all the covenants herein contained, Mortgagors have granted, bargained, sold, conveyed, transferred, assigned and set over and by these presents do grant, bargain, sell, convey, transfer, assign and set over unto Mortgagee the whole of said vessel, together with her engines, motors, machinery, masts, boats, dories, anchors, cables, rigging, tackle, apparel, furniture, nets, diving equipment and fishing gear, and all other appurtenances thereunto be longing, and any and all additions, improvements and replacements hereafter made in or to the same or any part thereof.

TO HAVE AND TO HOLD, all the said mortgaged property unto the mortgage, it’s successors and assign, forever;

PROVIDED, HOWEVER and these presents are made upon the express conditions that if Mortgagors shall pay or cause to be paid to Mortgagee the said aforementioned principal sum, together with interest thereon, in accordance with the terms and conditions of that certain promissory note of even date herewith (the "Note"), and shall pay any and all advances hereafter made by the mortgage, and shall keep, perform and observe all and singular the covenants and promises in attached note and in this Mortgage to be kept, performed and observed by Mortgagors, then this Mortgage and the estate hereby granted shall cease, determine and be void, otherwise to remain in full force and effect. Mortgagors hereby agree to pay the principal sum of the Note, together with interest thereon an d advances hereafter made, and to perform, fulfill and observe all and singular the covenants, agreements and conditions in this Mortgage and in attached note contained.

Mortgagors hereby covenants and agree with Mortgagee as follows, to wit:

ARTICLE I

Mortgagors lawfully own and lawfully possess the mortgaged property and covenants and promises to warrant and defend the title and possession thereto and every part thereof for the benefit of Mortgagee against the claims and demands of all person’s whomsoever; and further warrant that there are no liens, mortgages or other encumbrances on said vessel, except in favor of Cruise Holdings II, LLC

ARTICLE II

Mortgagors at their own cost and expense shall keep said vessel insured at its full insurable value, but in no event for less than Five Million Dollars ($5,000,000.00). Said insurance shall be placed with responsible underwriters satisfactory to Mortgagee and on such policy forms as Mortgagee may approve. Said policies shall be delivered to and held by Mortgagee.

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Losses under said policies shall be payable to Mortgagee for distribution to Mortgagors and Mortgagee as their respective interests may appear. In the event of partial loss, if Mortgagors be not in default hereunder, Mortgagee shall consent that the underwriters pay directly for repairs, salvage or other charges or reimburse Mortgagors therefore. In the event of total loss, the proceeds from such insurance shall first be applied to the payment of the indebtedness secured hereby and the remaining balance shall be paid to Mortgagors.

ARTICLE III

Mortgagors shall also at their own cost and expense keep said vessel fully covered by protection and indemnity insurance in a company or companies to be approved by Mortgagee and on such policy forms as shall be satisfactory to Mortgagee. Also, should Mortgagee so request, in the event of war or national emergency, Mortgagors at their own cost and expense shall keep the vessel fully covered by war risk insurance.

ARTICLE IV

Should Mortgagors fail to procure such insurance or maintain the same in full force and effect, then Mortgagee may do so at the cost and expense of Mortgagors and all sums so expended by Mortgagee shall be deemed secured hereby.

ARTICLE V

Mortgagors shall not do any act or voluntarily suffer or permit any act to be done whereby any insurance upon said vessel may be suspended, impaired or defeated, and shall not suffer or permit the vessel to engage in any voyage, or to carry any cargo not permitted under the policies of insurance then in force and effect.

ARTICLE VI

Mortgagors shall pay and discharge when due and payable from time to time, all taxes, assessments, fines, charges or penalties imposed upon said vessel, her engines, motors, masts, boats, dories, anchors, cables, rigging, tackle apparel, furniture, nets, diving equipment and fishing gear and all other appurtenances thereunto belonging, and any and all additions, improvements and replacements hereafter made in or to the same or any part thereof shall not permit or suffer said vessel to deal or traffic in any contraband goods or engage in any unlawful voyage or undertaking.

ARTICLE VII

Neither Mortgagors nor the Master of said vessel shall have any right, power or authority to create, incur or permit to be placed or imposed upon said vessel any liens whatsoever. The Master shall carry a properly certified copy of this mortgage with the ship’s papers and shall exhibits the same to any person having business with said vessel which might give rise to any lien.

ARTICLE VIII

Mortgagor shall place and keep prominently posted in the pilothouse or Master’s cabin or said vessel a notice reading substantially as follows:

"This vessel is covered by a First Priority Preferred Ship Mortgage to

Cruise Holdings II, LLC

% Bilzin Sumberg Baena Price & Axelrod, LLP

200 South Biscayne Blvd. Suite 2500

Miami, Florida 33131

Under the terms of said Mortgage neither the Owners nor the Master has any right, power or authority to create, incur or permit to be imposed upon the vessel any liens whatsoever”.

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ARTICLE IX

If a libel shall be filed against said vessel or if said vessel shall be seized or taken into custody by virtue of any legal proceedings in any port, Mortgagors shall, within seven (7) days thereafter, cause said vessel to be released and discharged. If Mortgagors shall fail to do so, Mortgagee may, (but shall not be obligated to), file such bond or undertaking as may be necessary to release said vessel and may defend such legal proceedings through counsel of its own selection, and any and all expenses incurred thereby, including premiums, attorney’s fee, cost and the amount of any judgment rendered in such proceedings against said vessel shall be deemed secured hereby and forthwith paid to Mortgagee by Mortgagors.

ARTICLE X

Mortgagors shall, at their own cost and expense, maintain and preserve said vessel in as good condition, working order and repair as the same now is, so far as may be practical, ordinary wear, tear and depreciation except, and shall afford Mortgagee or its authorized representatives, full and complete access to said vessel for the purpose of inspecting and verifying same.

ARTICLE XI

Mortgagors shall comply with and satisfy all the provisions of the Commercial Instruments and Maritime Liens Act (46 U.S.C. § 31301 et seq.) and all amendments thereto, and shall establish and maintain this Mortgage as a First Preferred Mortgage under said Act.

ARTICLE XII

In case of default, Mortgagee shall be entitled to exercise the right of entry and retaking of said vessel and her appurtenances and equipment without legal process, and with any and all other rights, privileges, and powers herein granted or conferred by law.

ARTICLE XIII

In the event of Mortgagor’s default in the prompt and punctual payment when due of the principal sum of the Note, or interest thereon, and in the event that such default shall continue for a period of seven (7) days, or if Mortgagors are adjudged bankrupt or a receiver of their property or business is appointed by a court of competent jurisdiction and not thereafter discharged within a period of seven (7) days from the date of such appointment, or if Mortgagors shall make a general assignment for the benefit of creditors, or it said vessel shall be libeled or levied upon or taken into custody by virtue of any legal proceedings and not released within seven (7) days after such libel or levy, then, and in any such event, the entire principal sum of the Note, together with interest thereon, shall, at the option of Mortgagee, become immediately due and payable without prior notice to Mortgagors. If all sums then due and owing are not paid forthwith, Mortgagee may take possession of said vessel, her engines, motors, machinery, masts, boats, dories, anchors, cables, rigging, tackle, apparel, furniture, nets, diving equipment, and fishing gear and all other appurtenances thereunto belonging, and any and all additions, improvements and replacements hereafter made in or to the same or any part thereof, without process of law, wherever the same may be, and Mortgagors shall forthwith, upon demand, surrender possession of said vessel to Mortgagee, who may sell the same at either public or private sale at any time within sixty (60) days after such seizure and not less than ten (10 ) days after depositing in the mails a notice of such sale starting the time and place thereof, addressed to Mortgagors at the address hereinafter set forth. Mortgagee shall have the right to bid and become the purchaser at such sale and the proce eds thereof shall be applied as follows, to-wit:

FIRST: To the payment of the expenses and charges of said sale, including the expenses of retaking said vessel and any and all other expenses incurred by Mortgagee in the protection of its rights hereunto, including attorneys’ fees.

SECOND: To the payment of the unpaid balance of the principal and interest due upon said Note and any unpaid advances hereafter made to Mortgagors.

THIRD: Any Surplus thereafter remaining to be paid to Mortgagors. In the event the proceeds of such sale shall be insufficient to fully pay all expenses and charges thereof and the principal and interest then remaining unpaid on said promissory note and subsequent advances, then Mortgagors shall forthwith pay Mortgagee the amount of such deficiency. In the event Mortgagor does not pay such deficiency upon demand, then, in addition to whatever rights Mortgagee has, Mortgagee may file a suit for such deficiency as allowed by law. Attorney’s fees and costs for such suit shall be paid by Mortgagors.

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ARTICLE XIV

In addition to the remedies hereinabove set forth, Mortgagee in the event of default may institute legal actions either at law, in equity or in admiralty to enforce the payment of said indebtedness or the performance of any obligation secured hereby, including without limiting the generality of the foregoing, the arrest of the vessel, her engines, motors, machinery, masts, boats, dories, anchors, cables, rigging, tackle, apparel, furniture, nets, diving equipment, and fishing gear and all other appurtenances thereunto belonging, and any an all additions, improvements and replacements hereafter made in or to the same or any part thereof.

ARTICLE XV

Nothing contained in this Mortgage shall be construed as a waiver of the preferred status of the Mortgage by Mortgagee.

ARTICLE XVI

No delay or omission of Mortgagee to exercise any right or power accruing upon any default shall be deemed a waiver of such default or acquiescence therein and every power and remedy hereby given to Mortgagee may be exercised from time to time and as often as may be deemed expedient.

ARTICLE XVII

All notices to Mortgagors may be made by registered or certified mail addressed to:

ROTATE BLACK, INC

John Paulsen Vice President

932 Spring Street Suite 201

Petoskey, Michigan 49770

All notices to Mortgagee may be made by registered or certified mail addressed to:

Cruise Holdings II, LLC

c/o Bilzin Sumberg Baena Price & Axelrod, LLP

200 South Biscayne Blvd. Suite 2500

Miami, Florida 33131

ARTICLE XVIII

Mortgagors shall afford Mortgagee or its authorized representatives full access to said vessel for the purpose of inspecting the same at all times.

ARTICLE XIX

All the covenants, stipulations and agreements in this Mortgage contained shall bind and inure to the benefit of Mortgagors and Mortgagee and their respective heirs, executors, administrators, successors and assigns. WITNESS WHEREOF, each of the parties herein designated as “Mortgagors” has executed this Mortgage as of the day and year first above written

_______________________________________ _________________________________________

ROTATE BLACK, INC.

By: John Paulsen, Vice President

ALL PURPOSE ACKNOWLEDGEMENT

STATE OF: ____________ COUNTY OF: _______________ On _______________ before me the undersigned notary personally appeared John Paulsen personally known to me-or-proved to me on the basis satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signatures on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instruments.

WITNESS MY HAND AND OFFICIAL SEAL COMMISSION EXPIRES__________________

______________________________________

Signature of Notary CAPACITY CLAIMED BY SIGNER

( ) Individual ( ) Subscribing Witness ( ) Partner SIGNER IS REPRESENTING:

0; _Rotate Black, Inc._____

X Corporation LLC ( ) Guardian/Conservator ( ) Attorney-In –Fact Name of person (s) or entity Officer(s) _________ ( ) &# 160;Other ( ) Trustee (s) __________________________

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EX-10.4 5 robk_ex104.htm (UNSECURED) PROMISSORY NOTE robk_ex104.htm

EXHIBIT 10.4

	PROMISSORY NOTE


$600,000.00		Petoskey, Michigan
		June 10, 2010

For value received, Rotate Black, Inc, of 932 Spring Street Suite #201 Petoskey, Michigan 49770 (hereinafter “Borrower”) promises to pay to the order of Cruise Holding II, LLC, (“Lender”), c/o Bilzin Sumberg Baena Price & Axelrod, LLP 200 S. Biscayne Blvd., Suite 2500, Miami, Florida 33131 or at such other place as may be design ated in writing by Lender, the principal sum of SIX HUNDRED THOUSAND DOLLARS AND 00/ CENTS ($600,000.00) U.S. with simple interest thereon at the rate of FOURTEEN AND ONE-HALF percent per annum (14.5%) (the "Interest Rate") (based on a 360 day year and charged on the basis of actual days elapsed) (the "Loan"). All sums owing hereunder are payable in lawful money of the United States of America.

REPAYMENT SHALL BE MADE UPON THE FOLLOWING

TERMS AND CONDITIONS:

1.)

Monthly payments in an amount equal to two percent (2%) of the monthly gross gaming revenue generated from the operation of the Vessel, based upon the gross gaming revenue for the month prior to the month of the subject payment, as reported to the Mississippi Gaming Commission (the "Monthly Payment Amount") shall be due on the 15th day of the month subsequent to the month in which the Vessel opens for gaming business and on the 15th of each month thereafter until the first anniversary of the date upon which the Vessel opens for gaming business (the "Maturity Date"). 60; Notwithstanding the foregoing, in the event that the Vessel does not open for gaming business on or before June 10, 2011, the Maturity Date shall be June 11, 2012.

2.)

From and after the occurrence of a default hereunder or under any other obligation of Borrower to Lender (whether or not such default is subsequently cured) including, without limitation, (a) the Preferred Ship Mortgage granted by Borrower in favor of Lender of even date herewith (the "Preferred Ship Mortgage"), or (b) that certain Promissory Note in the amount of $2,975,000 by Borrower in favor of Lender of even date herewith (the "$2,975,000 Note"), the Interest Rate shall be increased to Twenty Percent (20%) and the Monthly Payment Amount shall increase to four percent (4%) of the monthly gross gaming revenue generated from the operation of the Vessel, based upon the gross gaming revenue for the month prior to the month of the subject payment, as reported to the Mississippi Gaming Commission.

3.)	Each payment received by Lender from Borrower shall be applied first to accrued interest and then to reduce the principal balance of this promissory note. Payment shall be by WIRE TRANSFER, to (or such other account as may be designated by Lender):

MARK CALVERT, Chapter 11 Trustee for Cruise Holding II, LLC

c/o Bilzin Sumberg Baena Price & Axelrod, LLP,

Bank Account at: ________________________

Located at: ______________________________________

Account number: _________________, routing number:___________________ .

DEFAULT

Each of the following shall constitute a Default hereunder:

A.	At the Lender's option, failure to pay when due any sums payable hereunder; or

B.	The occurrence of:

i) Borrower filing of a petition for relief under the Bankruptcy Reform Act of 1978, as amended or modified ("Bankruptcy Code"), or under any other insolvency statutes under federal or state law ("Debtor Relief Law"); or ii) the entry or issuance of an order for relief in a case brought against the Borrower under the Bankruptcy Code or other Debtor Relief Law; or iii) the Borrower filing any pleading in any involuntary proceeding under the Bankruptcy Act or other Debtor Relief Law which admits the jurisdiction of the court or the petitioner's material allegations regarding the Borrower's insolvency; or iv) the Borrower making a general assignment for the benefit of creditors; or v) the Borrower or any creditor of the Borrower applying for, or the appointment of, a receiver, trustee, custodian or liquidator of the Borrower or a ny of its property; or vi) the dissolution of the Borrower; or

D.	The occurrence of a default under the Preferred Ship Mortgage or the $2,975,000 Note or other security instrument securing this note; or

E.	At the Lender's option, default by the Borrower under the terms of any agreement(s) or instrument(s) pursuant to which the Borrower has borrowed money from any person or entity; or

G.	The occurrence of any of the events specified in paragraphs B, C, D, E or F hereof with respect to any person or entity in any manner obligated to the Lender under this note, including, but not limited to, any guarantor.

OCCURRENCES IN CASE OF DEFAULT

If any attorney is engaged by the Lender to enforce, construe or defend any provision of this note, the Preferred Ship Mortgage, the $2,975,000 Note, or other security instrument securing this note or the $2,975,000 Note, or as a consequence of any Default, with or without the filing of any legal action or proceedings, the Borrower shall immediately pay on demand all attorney's fees and other costs incurred by the Lender, together with interest thereon from the date of such demand until paid at the rate applicable to the principal owing hereunder as if such unpaid attorneys' fees and costs had been added to the principal.

No previous waiver and no failure or delay by the Lender in acting with respect to the terms of this note, the Preferred Ship Mortgage, the $2,975,000 Note or any security agreement or other security instrument securing this note or the $2,975,000 Note shall constitute a waiver or any breach, default or failure of condition under this note, or any such security instrument. A waiver of any terms of this note must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this note and the terms of any other document related to the loan evidenced by this note, the terms of this note shall prevail.

The Borrower acknowledges that this Promissory Note is made in connection with the

sale by Lender of the Vessel (the "Vessel") known as:

“BIG EASY”, a Year: 193, LOA: 226’ 5”, Builder: CUSTOM

Type: 1200 PASSENGER, Official Number: USCG DOC # 998517.

THERE IS NO PENALTY FOR EARLY PARTIAL PAYMENT, OR FULL PAYMENT, OF THE INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE.

Borrower will allow routine inspection of the vessel by the Lender and/or Lenders agent with 24 hours notice.

Borrower:__________________________________________________________

ROTATE BLACK, INC.

By: John Paulsen, Vice President

DL # __________________________ SS#__________________________________

Address: 932 Spring Street Suite #201 City: Petoskey, Michigan

State: Michigan Zip: 49770

ALL PURPOSE ACKNOWLEDGEMENT

WITNESS MY HAND AND OFFICIAL SEAL COMMISSION EXPIRES: ___________________

______________________________________

Signature of Notary: CAPACITY CLAIMED BY SIGNER

( ) Individual’s ( ) Subscribing Witness ( ) Partner SIGNER IS REPRESENTING:

0; ROTATE BLACK, INC. (X ) Corporation VP ( ) Guardian/Conservator ( ) Attorney-In –Fact Name of person (s) or entity (ies)

Officer(s) ________ ( ) Other ( ) Trustee (s) __________________________

EX-10.5 6 robk_ex105.htm UNCONDITIONAL GUARANTY robk_ex105.htm

EXHIBIT 10.5

UNCONDITIONAL GUARANTY

This UNCONDITIONAL GUARANTY (this "Guaranty"), dated as of June 11, 2010, is executed and delivered by John Paulsen, an individual ("Paulsen" or "Guarantor") in favor of Cruise Holdings II, LLC ("Cruise II"), by and through Mark T. Calvert (the "Chapter 11 Trustee"), the duly appointed Chapter 11 Trustee for th e bankruptcy estate of Cruise Holdings II, LLC, appointed by order of the United States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division (the "Bankruptcy Court"), under Case No. 06-16353-BKC-PGH, in light of the following:

WHEREAS, Rotate Black, Inc. ("Rotate Black") has made and delivered that certain Promissory Note in favor of Cruise II in the original principal amount of $2,975,000 (the "Purchase Note") in connection with that certain Offer to Purchase and Sales Agreement dated as of June 11, 2010 (the "Asset Purchase Agreement");

WHEREAS, Rotate Black has also made and delivered that certain Promissory Note in favor of Cruise II in the original principal amount of $600,000 (the "Consulting Note") in connection with the Asset Purchase Agreement;

WHEREAS, in order to induce the Chapter 11 Trustee to accept the Asset Purchase Agreement and present same to the Bankruptcy Court, Guarantor has agreed to unconditionally and irrevocably guarantee the obligations of Rotate Black under the Purchase Note and under the Consulting Note;

NOW, THEREFORE, in consideration of the foregoing, Guarantor hereby agrees as follows:

1. Guaranteed Obligations. Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantees to Cruise II, as and for its own debt, until final payment in full thereof has been made of any and all of Rotate Black's obligations, indebtedness, or liabilities of any kind or character arising in connection with the Purchase Note or the Consulting Note, when and as the same shall become due and payable; it being the intent of Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection. Notwithstanding the foregoing and notwithstanding any other provision of this Guaranty, Guarantor shall have no liability her eunder and tin's Guaranty shall be void and of no force or effect in the event that (a) the United States Bankruptcy Court for the Southern District of Florida (the "Court") does not authorize the Trustee to sell to Rotate Black the MTV Big Easy pursuant to a final order; or (b) Rotate Black fails to purchase the M/V Big Easy because of a default by the Chapter 11 Trustee of his obligations under the Asset Purchase Agreement, which default occurs prior to any default by Rotate Black of its obligations under the Asset Purchase Agreement. The foregoing, as qualified by the immediately preceding sentence, shall be referred to as the "Guaranteed Obligations".

2. Continuing Guaranty. This Guaranty includes Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty.

UNCONDITIONAL GUARANTY - Page 1

MIAMI 2192398.1 7771929136

3. Performance Under this Guaranty. In the event that Rotate Black fails to make any payment of any Guaranteed Obligations, on or prior to the due date thereof, in the manner provided in the Purchase Note or the Consulting Note, Guarantor immediately shall cause, as applicable, such payment to be made of the Guaranteed Obligations.

4. Primary Obligations. This Guaranty is a primary and original obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment that remains in full force and effect without respect to future changes in conditions. Guarantor hereby agrees that he is liable to Cruise II, that the obligations of Guarantor hereunder are independent of the obligations of Rotate Black, and that a separate action may be brought against Guarantor, whether such action is brought against Rotate Black or whether Rotate Black is joined in such action. Guarantor hereby agrees that his liability hereunder shall be im mediate and shall not be contingent upon the exercise or enforcement by Cruise 33 of whatever remedies it may have against Rotate Black. Guarantor hereby agrees that any release that may be given by the Chapter 11 Trustee to Rotate Black shall not release such Guarantor. Guarantor consents and agrees that the Chapter 11 Trustee shall not be under any obligation to marshal any property or assets of Rotate Black in favor of Guarantor, or against or in payment of any or all of the Guaranteed Obligations.

5. Waivers.

(a) To the fullest extent permitted by applicable law, Guarantor hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Purchase Note or the Consulting Note, or the creation or existence of any Guaranteed Obligations; (iii) notice of the amount of the Guaranteed Obligations, subject, however, to Guarantor's right to make inquiry of Cruise II to ascertain the amount of the Guaranteed Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Rotate Black or of any other fact that might increase such Guarantor's risk hereunder; (v) notice of presentment for payment, demand, protest , and notice thereof as to the Purchase Note and the Consulting Note; (vi) notice of any Event of Default under the Purchase Note or the Consulting Note; and (vii) all other notices (except if such notice is specifically required to be given to Guarantor under this Guaranty) and demands to which Guarantor might otherwise be entitled.

(b) To the fullest extent permitted by applicable law, Guarantor hereby waives the right by statute or otherwise to require Cruise II to institute suit against Rotate Black or to exhaust any rights and remedies that Cruise II has or may have against Rotate Black. In this regard, Guarantor agrees that he is bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter arising, as fully as if the Guaranteed Obligations were directly owing to Cruise II by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been performed and paid in cash, to the extent o f any such payment) of Rotate Black or by reason of the cessation from any cause whatsoever of the liability of Rotate Black in respect thereof.

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(c) To the fullest extent permitted by applicable law, Guarantor hereby waives: (i) any right to assert against Cruise II any defense (legal or equitable), set-off, counterclaim, or claim that such Guarantor may now or at any time hereafter have against Rotate Black or any other party liable to Cruise II; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefore; (iii) any right or defense arising by reason of any claim or defense based upon an election of remedies by Cruise II; (iv) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement thereof, and any act that shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to Guarantor's liability hereunder.

(d) Until such time as all of the Guaranteed Obligations have been finally paid or performed in full: (i) Guarantor hereby waives and postpones any right of subrogation such Guarantor has or may have against Rotate Black with respect to the Guaranteed Obligations; (ii) Guarantor hereby waives and postpones any right to proceed against Rotate Black or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to the Guaranteed Obligations; and (iii) Guarantor also hereby waives and postpones any right to proceed or to seek recourse against or with respe ct to any property or asset of Rotate Black.

(e) Without limiting the generality of any other waiver or other provision set forth in tins Guaranty, Guarantor hereby agrees as follows:

(i) Cruise IPs right to enforce this Guaranty is absolute and is not contingent upon the genuineness, validity or enforceability of the Purchase Note or the Consulting Note. Subject to paragraph 1 of this Guaranty, Guarantor agrees that Cruise IPs rights under tins Guaranty shall be enforceable even if Rotate Black had no liability at the time of execution of the Purchase Note or the Consulting Note or later ceases to be liable,

(ii) Guarantor agrees that, notwithstanding the modification or discharge of the obligations of Rotate Black under, the Purchase Note or the Consulting Note as a result of an insolvency proceeding involving Rotate Black, Cruise U's rights under this Guaranty will remain enforceable even if the amount of the Guaranteed Obligations results in Guarantor having liability for a larger and more burdensome amount than that for which Rotate Black is responsible. The enforceability of tins Guaranty against Guarantor shall continue until all sums due under the Purchase Note or the Consulting Note has been paid in full and shall not be limited or affected in any way by any disability or other defense of Rotate Black or any other person in connection with the Purchase Note or the Consulting Note.

(iii) Guarantor waives the right to require Cruise II to (A) proceed against Rotate Black or any other Person in connection with the Guaranteed Obligations, (B) proceed against or exhaust any other security or collateral Cruise II may hold, or (C) pursue any other right or remedy for Guarantor's benefit, and agrees that Cruise II may exercise its right under this Guaranty without taking any action against Rotate Black, or any other Person in connection with the Guaranteed Obligations, and without proceeding against or exhausting any security or collateral Cruise II holds.

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6- Releases. Guarantor consents and agrees that, without notice to or by Guarantor and without affecting or impairing the obligations of Guarantor hereunder, Cruise II may, by action or inaction, compromise or settle, extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not enforce, or may, by action or inaction, release all or any one or more parties to, any one or more of the terms and provisions of the Purchase Note or the Consulting Note or may grant other indulgences to Rotate Black in respect thereof, or may amend or modify in any manner and at any time (or from time to time) the Purchase Note or the Consulting Note.

7. No Election. Cruise II shall have the right to seek recourse against Guarantor to the fullest extent provided for herein and no election by Cruise II to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of Cruise EC's right to proceed in any other form of action or proceeding or against other parties unless Cruise II has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by Cruise II under any document or instrument evidencing the Obligations, including but not limited to the Guaranteed Obligations, shall serve to diminish the liability of Guarantor under this Guaranty.

8. Revival and Reinstatement. If the incurrence or payment of the Guaranteed Obligations or the obligations of Guarantor under this Guaranty by such Guarantor or the transfer by Guarantor to Cruise II of any property of Guarantor should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors' rights, including provisions of applicable bankruptcy law relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a "Voidable Transfer"), and if Cruise II is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that Cruise II is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys' fees of Cruise II related thereto, the liability of Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

9. Financial Condition of Rotate Black. Guarantor represents and warrants to Cruise II

that he is currently informed of the financial condition of Rotate Black and of all other circumstances which a diligent inquiry would reveal and winch bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor further represents and warrants to Cruise II

that he has read and understands the terms and conditions of the Purchase Note and the Consulting Note and of the Asset Purchase Agreement. Guarantor hereby covenants that he will continue to keep himself informed of Rotate Black's financial condition and of all other circumstances which bear upon the risk of nonpayment of the Guaranteed Obligations,

10. Payments; Application. All payments to be made hereunder by Guarantor shall be made in United States Dollars, in immediately available funds, and without deduction (whether for taxes or otherwise) or offset.

11. Attorneys' Fees and Costs. Guarantor agrees to pay, on demand, all reasonable attorneys' fees and all other costs and expenses that may be incurred by Cruise II in connection with the enforcement of tins Guaranty or in any way arising out of, or consequential to, the protection, assertion, or enforcement of the Guaranteed Obligations, irrespective of whether suit is brought.

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12. Cumulative Remedies. No remedy under this Guaranty or under the Purchase Note or the Consulting Note is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given under this Guaranty, the Purchase Note or the Consulting Note, and those provided by law. No delay or omission by Cruise II to exercise any right under this Guaranty shall impair any such right nor be construed to be a waiver thereof. No failure on the part of Cruise II to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver thereof; nor shall any single or partial exercise of any r ight under this Guaranty preclude any other or further exercise thereof or the exercise of any other right.

13. Severability of Provisions. Each provision of this Guaranty shall be severable from every other provision of this Guaranty for the purpose of determining the legal enforceability of any specific provision.

14. Entire Agreement; Amendments. This Guaranty constitutes the entire agreement between Guarantor and Cruise II pertaining to the subject matter contained herein. This Guaranty may not be altered, amended, or modified, nor may any provision hereof be waived or noncompliance therewith consented to, except by means of a writing executed by Guarantor and Cruise II. Any such alteration, amendment, modification, waiver, or consent shall be effective only to the extent specified therein and for the specific purpose for which given. No course of dealing and no delay or waiver of any right or default under this Guaranty shall be deemed a waiver of any other, similar or dissimi lar, right or default or otherwise prejudice the rights and remedies hereunder.

15. Successors and Assigns. This Guaranty shall be binding upon Guarantor and their successors and assigns and shall inure to the benefit of the successors and assigns Cruise II; provided, however. Guarantor shall not assign this Guaranty or delegate any of its duties hereunder without Cruise II's prior written consent and any unconsented to assignment shall be absolutely void. In the event of any assignment or other transfer of rights by Cruise II, the rights and benefits herein conferred upon Cruise II shall automatically extend to and be vested in such assignee or other transferee.

16. No Third Party Beneficiary. This Guaranty is solely for the benefit of Cruise n, and each of its successors and assigns and may not be relied on by any other Person.

17. Choice Of Law And Venue; Jury Trial Waiver.

THE VALIDITY OF THIS GUARANTY, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND

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MIAMI 2192398.1 7771929136

LITIGATED ONLY IN THE BANKRUPTCY COURT. GUARANTOR AND CRUISE II EACH WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 17.

GUARANTOR AND CRUISE II EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. GUARANTOR AND CRUISE H REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

20.Counterparts; Tele-facsimile Execution. This Guaranty may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Guaranty. Delivery of an executed counterpart of this Guaranty by tele-facsimile shall be equally as effective as delivery of an original executed counterpart of this Guaranty. Any party delivering an executed counterpart of this Guaranty by tele-facsimile also shall deliver an original executed counterpart of this Guaranty but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Guaranty.

[SIGNATURE ON NEXT PAGE]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty as of the date first written above.

		By:
			Name: John Paulsen
			Personal Address: 626 Harbor View Ln Petosky, MI 49770

			Driver License #: P425 429 115 199
			State of Issuance: MI

STATE OF MI )

) SS.

COUNTY OF Grand Traverse )

The foregoing instrument was acknowledged before me this 11 day of June, 2010, by John Paulsen. He/She is personally known to me or has produced a State of Michigan driver's license as identification.


		Sign Name:

		Printed Name:	Helen Postma

My Commission Expires: 12/14/14

NOTARY PUBLIC

Serial No. (none, if blank): ______________________________________

[NOTARY SEAL]

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MIAMI 2192398.1 7771929136

EX-99.1 7 robk_ex991.htm PRESS RELEASE robk_ex991.htm

EXHIBIT 99.1

ROTATE BLACK, INC. COMPLETES ITS ACQUISITION OF THE GAMING VESSEL “THE BIG EASY”

PETOSKEY, Mich., June 16, 2010 (GLOBE NEWSWIRE) -- Rotate Black, Inc. (OTCBB:ROBK - News), a premier development and management company of global resort and casino properties, finalized its purchase of the gaming vessel "The Big Easy."

Formerly owned by Harrah's Entertainment, the 240-foot gaming vessel boasts 30,000 square feet of gaming space and two recently renovated restaurants. The casino is expected to operate 825 slot machines and 24 table games and is expected to create more than 450 new jobs.

The gaming vessel is to be docked, initially, in the Mississippi Gulf Coast. The Company anticipates operations to begin in December 2010 pending final gaming approval.

About Rotate Black, Inc.

Rotate Black, Inc. (OTCBB:ROBK - News) is a premier development and management company of global resort and casino properties. The Company makes investments specifically targeted towards the gaming industry, seeking to maximize total return from capital appreciation and income. The management and Board of Directors have extensive experience in successfully developing and managing resort properties.

Forward-Looking Statement

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Rotate Black, Inc. disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release.

Contact:

Rotate Black, Inc.

Mr. John Paulsen, Chairman & CEO

231-347-0777

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