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Exhibit
10.13
THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE
REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OF AMERICA.
COPY
SECOND AMENDED AND
RESTATED PROMISSORY NOTE (THE “ NOTE
”)
CLEARPOINT RESOURCES,
INC.
FOR VALUE RECEIVED, the
undersigned, ClearPoint Resources, Inc. (f/k/a Mercer Staffing,
Inc.) (“ CPR ”), hereby promises to pay
to, or to the order of, Fergco Bros Partnership (“
Fergco ”), the principal sum of Three Hundred
Thousand U.S. Dollars ($300,000.00) (the “ Principal
Amount ”), together with interest at the rate and at
such time as set forth below, all upon and subject to the terms and
conditions set forth herein.
B A C K G R O U N
D
WHEREAS, CPR and Fergco are
parties to an Amended and Restated Note, dated March 1, 2005,
pursuant to which CPR owes Fergco the principal amount of $300,000
(the “ Original Note ”). The Original
Note had a maturity date of March 31, 2008. CPR paid Fergco
quarterly interest during the term of the Original Note;
and
WHEREAS, this Note amends and
restates in its entirety the Original Note.
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants
and promises hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, CPR and Fergco, intending to be legally bound hereby,
agree as follows
1. Principal and Interest
Payments . Unless this Note is prepaid pursuant to
Section 2 hereof or otherwise becomes due and payable on an
earlier date in accordance with the terms hereof, the Principal
Amount shall be due and payable on March 31, 2009 (the “
Maturity Date ”); provided ,
however , CPR shall have the right, in its sole discretion,
to extend the Maturity Date to March 31, 2010 (the “
Maturity Date Extension ”), by providing notice
to Fergco. All sums outstanding from time to time hereunder shall
bear i
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