Exhibit 10.6
AMENDED AND RESTATED PROMISSORY NOTE
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| $280,000 |
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Louisville, Kentucky |
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August 14, 2006 |
FOR
VALUE RECEIVED, the undersigned New Era Studios, Inc. (the
“Obligor”) promises to pay to the order of the Edward
Brian O’Dwyer Separate Property Trust (the
“Lender”), its successors and assigns at 400 West
Market Street, Suite 1800, Louisville, Kentucky 40202 Attn:
Alex P. (Mike) Herrington, Jr. on September 23, 2006 or at
such other place as the Lender may from time to time designate in
writing, the principal sum of Two Hundred Eighty Thousand Dollars
($280,000), in lawful money of the United States, together with
interest on the outstanding principal thereof at the rate (the
“Interest Rate”) equal to Seven Percent (7%) per annum.
If an “Event of Default” (as hereinafter defined) shall
exist, the rate of interest shall at the option of the Lender
increase to a rate (the “Default Rate”) equal to Five
Percent (5%) in excess of the Interest Rate and shall continue at
such rate during the period such Event of Default shall
exist.
The indebtedness evidenced by the
Promissory Note, dated June 23, 2006, from the Obligor to the
Lender, which this Note amends and restates, was incurred in
connection with the repurchase and retirement of 15,000,000 shares
of the common stock of Silvergraph International, Inc. (f/k/a
Pinecrest Services, Inc.), of which the Obligor is a wholly-owned
subsidiary.
Principal
and interest shall be payable as follows: Interest and principal
shall be due and payable on September 23, 2006 in full.
All
interest shall be computed based on the actual number of days in
the month and an assumed year of three hundred and sixty
(360) days.
This
Note may be prepaid in whole or in part without penalty.
At the
election of the Lender, and without notice, the outstanding
principal balance hereof, together with accrued interest hereon
shall become at once due and payable at the place herein provided
for payment upon the occurrence of any Event of Default. For
purposes of this Note, “Event of Default” shall be the
death or incapacity of James R. Simpson.
The
undersigned:
(a) agrees
to remain and continue bound for the payment of the principal of
and interest on this Note notwithstanding any extension or
extensions of the time of the payment of said principal or
interest, or any change or changes in the amount or amounts to be
paid under and by virtue of the obligation to pay provided for in
this Note, and waive all and every kind of notice of such extension
or extensions, change or changes, and agree that same may be
made
without
the joinder of any such persons;
(b) waives
presentment, notice of dishonor, protest, notice of protest and
diligence in collection, and all exemptions, whether homestead or
otherwise, to which the Obligor may now or hereafter be entitled
under the laws of the Commonwealth of Kentucky or any other
state;
(c) agrees,
upon default, to pay all costs of collecting, securing or
attempting to collect, or secure this Note, including a reasonable
attorney’s fee, whether same be collected or secured by suit
or otherwise, providing the collection of such costs and fees are
permitted by applicable law.
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