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$1,855,972.28
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December 15, 2008
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FOR VALUE RECEIVED, the undersigned, ELVIS PRESLEY
ENTERPRISES, INC., a Tennessee corporation (the “
Maker ”), hereby promises to pay to PRISCILLA PRESLEY,
an individual (the “ Payee ”), the principal sum
of One Million Eight Hundred Fifty Five Thousand Nine Hundred
Seventy Two Dollars and Twenty Eight Cents ($1,855,972.28),
together with interest on the outstanding principal balance
hereunder accrued from the date hereof at the rate of 5.385%
percent per annum. Principal and interest shall be paid as set
forth below, and each such payment shall be made in lawful money of
the United States of America by ordinary check payable to the order
of the Payee at c/o Barry J. Siegel, Provident Financial
Management, 2850 Ocean Park Boulevard, Suite 300, Santa
Monica, CA 90405-2955, or such other address as the Payee may
designate in writing from time to time.
1.
Payments of Principal and Interest . The principal and
interest under this Note shall be payable in three consecutive
equal annual installments of principal and interest of $550,000.00
each, with the first such payment due and payable on
February 7, 2009 (the “ Initial Payment Date
”) and the second and third payments due and payable on the
first and second anniversaries of such Initial Payment Date, and a
fourth and final installment of principal and interest in the
amount of $481,982, due and payable on the third anniversary of the
Initial Payment Date.
2.
Prepayment . This Note may not be prepaid.
3. Events
of Default . The following are Events of Default
hereunder:
(a) Any
failure by the Maker to pay when due all or any principal or
interest hereunder and the continuance of such default for a period
of five (5) business days; or
(b) If
the Maker (i) admits in writing its inability to pay generally
its debts as they mature, or (ii) makes a general assignment
for the benefit of creditors, or (iii) is adjudicated a
bankrupt or insolvent, or (iv) files a voluntary petition in
bankruptcy, or (v) takes advantage, as against its creditors,
of any bankruptcy law or statute of the United States or any state
or subdivision thereof now or hereafter in effect, or (vi) has
a petition or proceeding filed against it under any provision of
any bankruptcy or insolvency law or statute of the United States or
any state or subdivision thereof, which petition or proceeding is
not dismissed within sixty (60) days after the date of the
commencement thereof, (vii) has a receiver, liquidator,
trustee, custodian, conservator, sequestrator or other such person
appointed by any court to take charge of its affair
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