Exhibit 10.8
PROMISSORY NOTE
FMG ACQUISITION
CORP.
11% NOTE DUE SEPTEMBER 29,
2011
September 29,2008
This Note was issued with original
issue discount within the meaning of section 1273(a) of the U.S.
Internal Revenue Code of 1986. The issue price is $930 for each
$1,000 of stated principal amount. The original issue discount is
$70 for each $1,000 of stated principal amount. The issue date is
September 29,2008. The yield to maturity is 13.9% compounded
semi-annually.
FOR VALUE RECEIVED, the undersigned,
FMG ACQUISITION CORP. (the “Company”), a corporation
organized and existing under the laws of the State of Delaware,
hereby promises to pay to
or registered assigns, the principal sum of
(or so much thereof as shall not have been prepaid) on
September 29, 2011, with interest (computed on the basis of a
360-day year of twelve 30 day months) on the unpaid balance hereof
at the rate of 11% per annum from the date hereof, payable
semiannually, on each of the 1st day of October and April,
commencing with April 1, 2009, until the principal hereof
shall have become due and payable, and all other amounts owed by
the Company to the holder of this Note hereunder.
Payments of the principal and of the
interest with respect to this Note are to be made in lawful money
of the United States of America at New York, New York or at such
other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase
Agreement referred to below.
The Company further agrees to pay
interest on the aggrega
