EXHIBIT 10.6
$450,000
November 7, 2008
Due June 30, 2010
FOR VALUE RECEIVED, the undersigned, 301
PRODUCTIONS, INC., a California corporation ("Borrower"),
promises to pay to the order of GERALD J. DAIGLE, JR.
("Lender"), at Lender's principal place of business at 909 Poydras
Street, Suite 2230, New Orleans, LA 70112 or such other place as
Lender may designate from time to time hereafter, the principal sum
of FOUR HUNDRED FIFTY THOUSAND AND 00/100 Dollars ($450,000.00).
Such total principal sum hereunder shall be due and payable in
full, together with all accrued interest thereon, on June 30, 2010.
Borrower's obligations and liabilities to Lender under this Note
shall be defined and referred to herein as "Borrower's
Liabilities."
The unpaid principal balance of Borrower's
Liabilities hereunder shall bear interest from the date of
disbursement until June 30, 2010 at the rate of ten percent (10%)
per annum (computed on the basis of a 360 day year and actual days
elapsed). The unpaid principal balance of Borrower's Liabilities
due hereunder shall bear interest from June 30, 2010 until paid at
the rate of eighteen percent (18%) per annum (computed on the basis
of a 360 day year and actual days elapsed).
Any deposits or other sums at any time credited
by or payable or due from Lender to Borrower, or any monies, cash,
cash equivalents, securities, instruments, documents or other
assets of Borrower in the possession or control of Lender or its
bailee for any purpose, may be reduced to cash and applied by
Lender to or setoff by Lender against Borrower's
Liabilities.
The debt evidenced by this Note is secured by a
lien on the Collateral granted to Lender pursuant to a Security
Agreement of even date herewith by and among Borrower, National
Lampoon, Inc. ("NL") and Lender (the "Security Agreement"), and
pursuant to any other agreement, document or instrument delivered
to Lender by or on behalf of Borrower.
Borrower warrants and represents to Lender that
Borrower shall use the proceeds represented by this Note solely for
proper business purposes in accordance with the Security Agreement
and consistently with all applicable laws and statutes.
Borrower may prepay all or any portion of
Borrower's Liabilities hereunder without prepayment
penalty.
The occurrence of any one of the following
events shall constitute a default by the Borrower ("Event of
Default") under this Note: (a) if Borrower fails to pay any
scheduled principal or interest payment or fails to pay any other
of Borrower's Liabilities when due and payable or declared due and
payable (whether by scheduled maturity, required payment,
acceleration, demand or otherwise as provided for in this Note or
under applicable law); (b) if Borrower fails or neglects to
perform, keep or observe any term, provision, condition, covenant,
warranty or representation contained in this Note or the Security
Agreement; (c) occurrence of a default or Event of Default under
any other agreement heretofore, now or at any time hereafter
delivered by or on behalf of Borrower to Lender; (d) if the
Collateral or any other of Borrower's assets are attached, seized,
subjected to a writ, or are levied upon or become subject to any
lien or come within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors; (e) if a notice
of lien, levy or assessment is filed of record or given to Borrower
with respect to all or any of Borrower's assets by any federal,
state, or local department or agency; (f) if a petition
under
Title 11 of the United States Code
or any similar law or regulation is filed by or against Borrower or
NL, if Borrower or NL shall make an assignment for the benefit of
creditors, if any case or proceeding is filed by or against
Borrower or NL for its dissolution or liquidation, or if Borrower
or NL is enjoined, restrained or in any way prevented by court
order from conducting all or any material part of its business
affairs; (g) the dissolution of Borrower or NL, or the appointment
of a conservator for all or any portion
|
