f10q09094ii_mustang.htm


    Exhibit 4.2

     

    
 

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER
THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR
SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH
SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN
THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.

    


    


    AMENDED
AND RESTATED PROMISSORY NOTE

    


    FOR VALUE
RECEIVED, Mustang Alliances, Inc., a Nevada corporation (the "Borrower"), hereby
promises to pay to First Line Capital, LLC (the "Holder"), with an address at
410 Park Avenue, 15th Floor,
New York, NY 10022, the aggregate principal amount of the Loan (as defined
below) which is outstanding from time to time and evidenced hereby plus interest
thereon as set forth below.

    


    This Note
shall amend and replace the previous Promissory Note dated October 9, 2007 in
its entirety.

    


    Until the
second anniversary of the date of this Note, upon at least two (2) business
days' prior written notice to the Holder, the Borrower may borrow from the
Holder, from time to time, any amount in increments of up to $50,000 and the
Holder shall advance to the Borrower such amount that is so requested by the
Borrower; provided, however, that the aggregate principal amount outstanding
under this Note shall not exceed  $200,000 at any
given time and the Holder shall not be obligated to make any advances if an
Event of Default has occurred and is continuing. The principal amount borrowed
and outstanding under this Note is sometimes referred to herein as the
"Loan".

    


    Interest
shall accrue on the outstanding principal amount of this Note at the rate of
eight percent (8%) per annum, beginning on the date of this Note until this Note
is paid in full. The principal amount of this Note and all accrued and unpaid
interest shall be due and payable on October 5, 2011 (the "Maturity
Date"). Upon the occurrence and during the continuance of any Event of Default
(as defined below), the amounts then due and payable under this Note (including
the entire principal and accrued interest if such payments are accelerated at
the election of the Holder) shall bear interest equal to the lesser of (a) the
maximum amount permitted to be charged under applicable law or (b) fifteen (15%)
percent per annum from the due date thereof until paid in full or such Event of
Default has been cured or waived (the "Default Interest Rate").

    


    The
following additional terms shall apply to this Note:

     

    ARTICLE
I

    GENERAL

    


    1.1
Payment Records. The amount, date and unpaid balance of the Loan shall be as
evidenced by the applicable books and records of the Holder, which shall be
conclusive evidence thereof in the absence of manifest error. The Holder is
hereby authorized to endorse such particulars of the Loan on the grid attached
hereto.

    


    1.2
Payment on Non-Business Day. If this Note, or any payment hereunder, falls due
on a Saturday, Sunday or a New York public holiday, this Note shall fall due or
such payment shall be made on the next succeeding business day and such
additional time shall be included in the computation of any interest payable
hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1.3 Cost
of Collection. If any payment due hereunder is not paid when due, the Borrower
agrees to pay all costs of collection, including attorney's fees, all of which
shall be added to the amount due hereunder, such charges to bear interest at the
Default Interest Rate. In addition, if this Note is referred by Holder to any
attorney for collection, the Borrower shall pay all attorney fees incurred by
Holder therefor.

    


    1.4
Prepayment. The Borrower may prepay all or part of this Note without penalty or
premium.

    


    ARTICLE
II

    EVENTS OF
DEFAULT

    


    The
occurrence of any of the following events of default (each an "Event of
Default") shall, at the option of the Holder, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable:

    


    2.1
Failure to Pay Principal or Interest. The Borrower fails to pay the principal of
this Note or interest hereon when due.

     

    2.2
Breach of Covenant. The Borrower breaches any material covenant or other
material term or condition of this Note.

    


    2.3
Breach of Representations and Warranties. Any representation or warranty of the
Borrower made herein or in any certificate given in writing pursuant hereto or
in connection herewith shall be false or misleading in any material
respect.

    


    2.4
Receiver or Trustee. The Borrower shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or trustee
for its or for a substantial part of its property or business; or such a
receiver or trustee shall otherwise be appointed.

     

    2.5
Judgments. Any money judgment, writ or similar process shall be entered or filed
against Borrower or any of its property or other assets for more than $10,000,
and shall remain unvacated, unbonded or unstayed for a period of thirty (30)
days.

    


    2.6
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or
other proceedings or relief under any bankruptcy law or any law for the relief
of debtors shall be instituted by or against the Borrower.

    


    ARTICLE
III

    REPRESENTATIONS
OF BORROWER

    


    Representations
and Warranties of the Borrower. The Borrower hereby represents and warrants to
the Holder that:

    


    3.1
Organization, Good Standing and Qualification. The Borrower is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada.

    


    3.2
Authorization. All organizational action on the part of the Borrower, its
officers and directors necessary for the authorization, execution and delivery
of this Note and the performance of all obligations of the Borrower hereunder
has been taken and the Note constitutes valid and legally binding obligations of
the Borrower, enforceable against the Borrower in accordance with its
terms.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.3
Governmental Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Borrower is
required in connection with the consummation of the transactions contemplated by
this Note.

    


    3.4
Compliance with Other Instruments. The Borrower is not in violation or default
of any provisions of its Certificate of Incorporation or By-laws or of any
material instrument, judgment, order, writ, decree or contract to which it is a
party or by which it is bound or of any provision of federal or state statute,
rule or regulation applicable to the Borrower. The execution, delivery and
performance of this Note and the consummation of the transactions contemplated
hereby will not result in any such violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a
default under any such provision, instrument, judgment, order, writ, decree or
contract or an event which results in the creation of any lien, charge or
encumbrance upon any assets of the Borrower.

    


    ARTICLE
IV

    MISCELLANEOUS

    


    4.1
Failure or Indulgency Not Waiver. No failure or delay on the part of Holder
hereof in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

    


    4.2
Notices. All notices or other communications given or made hereunder shall be in
writing and shall be deemed delivered the day telecopied (with copy mailed by
overnight courier) to the party to receive the same at its address set forth
below or to such other address as either party shall hereafter give to the other
by notice duly made under this Section 5.2: (i) if to the Borrower, to same at
the address of Borrower set forth above, fax number 212-504-2800 ; and (ii)
if to the Holder, to the address of Holder set forth above.

    


    4.3
Amendment Provision. The term "Note" and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or
supplemented.

    


    4.4
Assignability. The Holder may not assign the rights and obligations under this
Note to a third party without the prior written consent of the Borrower. This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and
assigns.

    


    4.5
Governing Law. This Note has been executed in and shall be governed by the
internal laws of the State of New York, without regard to the principles of
conflict of laws. Borrower consents to the jurisdiction of the courts sitting in
New York in connection with any and all actions arising under this
Note.

    


    


    IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by
its duly authorized officer on this 9th day of November, 2009.

     

    
      	 
      	 
      	 
      
	 
      	
              MUSTANG
      ALLIANCES, INC.

            
	 
      	 
      	 
      
	 
      	
              By:  

            	
              /s/
      Joseph Levi

            
	 
      	
              Name:
      Joseph Levi

            
	 
      	
              Title:
      President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    GRID for
PROMISSARY NOTE

     

    
      	
              Date

            	
              Amount
      Advanced

            	
              Date
      and Amount of Payment

            
	 
      	 
      	 
      
	
              April
      24, 2007

            	
              $40,500

            	 
      
	
              May
      5, 2009

            	
              $11,600

            	 
      
	
              May
      18, 2009

            	
              $2000

            	 
      
	
              June
      1, 2009

            	
              $2000

            	 
      
	
              August
      25, 2009

            	
              $300