exv10w5



 





EXHIBIT
10.5




AMENDED AND RESTATED PROMISSORY NOTE




	 	 	 
	$305,000.00

	 	As of March 8, 2007

Los Angeles, California






     Santa Monica Media Corporation (the “Maker”) promises to pay to the order of Santa Monica
Capital Partners, LLC (the “Payee”) the principal sum of Three Hundred Five Thousand Dollars and No
Cents ($305,000.00) in lawful money of the United States of America, together with interest on the
unpaid principal balance of this Note, on the terms and conditions described below.



     1. PRINCIPAL. The principal balance of this Note shall be repayable on the earlier of
(i) April 30, 2007 or (ii) the date on which Maker consummates an initial public offering of its
securities, in which event the outstanding principal balance of this
Note shall be repaid in full by Maker’s issuance to Payee of
38,125 units and all accrued interest on this Note shall be
cancelled; such units shall be issued to Payee prior to the
consummation of the initial public offering and shall have the same
terms as the 375,000 units that Payee has agreed to purchase
from Maker for $3,000,000.



     2. INTEREST. This Note shall bear interest at a rate of 5% per annum from the date of
the applicable advances.



     3. APPLICATION OF PAYMENTS. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note.



     4. EVENTS OF DEFAULT. The following shall constitute Events of Default:



          (a) FAILURE TO MAKE REQUIRED PAYMENTS. Failure by Maker to pay the principal of or
accrued interest on this Note within five (5) business days following the date when due.




          (b) VOLUNTARY BANKRUPTCY, ETC. The commencement by Maker of a voluntary case under
the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable
federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or
the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of creditors, or the failure
of Maker generally to pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing.




          (c) INVOLUNTARY BANKRUPTCY, ETC. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of maker in an involuntary case under the Federal
Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days.




     5. REMEDIES.



          (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of
this Note, and all other amounts payable thereunder, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.




 









 








          (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid
principal balance of, and all other sums payable with regard to, this Note shall automatically and
immediately become due and payable, in all cases without any action on the part of Payee.




     6. WAIVERS. Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from
any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on
any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any
order desired by Payee.



     7. UNCONDITIONAL LIABILITY. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or
other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties
may become parties hereto without notice to them or affecting their liability hereunder.



     8. NOTICES. Any notice called for hereunder shall be deemed properly given if (i)
sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other
address as either party may designate by notice in accordance with this Section:



	      	           
	 	If to Maker:

	 	

Santa Monica Media Corporation

	 	9229 Sunset Boulevard, Suite 505

	 	Los Angeles, California 90069

	 	Attn.: David Marshall, Chief Executive Officer

	 	
If to Payee:

	 	

Santa Monica Capital Partners, LLP






Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider (iv) the date reflected
on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.




     9. CONSTRUCTION. This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the State of California.



     10. SEVERABILITY. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



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     11. REPLACEMENT NOTE. This Note replaces and supercedes the Promissory Note of Maker
dated June 24, 2005, as amended.



     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be
duly executed by its Chief Executive Officer the day and year first above written.



	 	 	 	 	 
	 	SANTA MONICA MEDIA CORPORATION










Name: David Marshall, Chief Executive Officer





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