EX-4.5






Exhibit 4.5




PROMISSORY NOTE




			
	 	 	 
	$1,855,972.28
	 	December 15, 2008






          FOR VALUE RECEIVED, the undersigned, ELVIS PRESLEY ENTERPRISES, INC., a Tennessee corporation
(the “Maker”), hereby promises to pay to PRISCILLA PRESLEY, an individual (the
“Payee”), the principal sum of One Million Eight Hundred Fifty Five Thousand Nine Hundred
Seventy Two Dollars and Twenty Eight Cents ($1,855,972.28), together with interest on the
outstanding principal balance hereunder accrued from the date hereof at the rate of 5.385% percent
per annum. Principal and interest shall be paid as set forth below, and each such payment shall be
made in lawful money of the United States of America by ordinary check payable to the order of the
Payee at c/o Barry J. Siegel, Provident Financial Management, 2850 Ocean Park Boulevard, Suite 300,
Santa Monica, CA 90405-2955, or such other address as the Payee may designate in writing from time
to time.




     1. Payments of Principal and Interest. The principal and interest under this Note
shall be payable in three consecutive equal annual installments of principal and interest of
$550,000.00 each, with the first such payment due and payable on February 7, 2009 (the “Initial
Payment Date”) and the second and third payments due and payable on the first and second
anniversaries of such Initial Payment Date, and a fourth and final installment of principal and
interest in the amount of $481,982, due and payable on the third anniversary of the Initial Payment
Date.



     2. Prepayment. This Note may not be prepaid.



     3. Events of Default. The following are Events of Default hereunder:



          (a) Any failure by the Maker to pay when due all or any principal or interest hereunder and
the continuance of such default for a period of five (5) business days; or




          (b) If the Maker (i) admits in writing its inability to pay generally its debts as they
mature, or (ii) makes a general assignment for the benefit of creditors, or (iii) is adjudicated a
bankrupt or insolvent, or (iv) files a voluntary petition in bankruptcy, or (v) takes advantage, as
against its creditors, of any bankruptcy law or statute of the United States or any state or
subdivision thereof now or hereafter in effect, or (vi) has a petition or proceeding filed against
it under any provision of any bankruptcy or insolvency law or statute of the United States or any
state or subdivision thereof, which petition or proceeding is not dismissed within sixty (60) days
after the date of the commencement thereof, (vii) has a receiver, liquidator, trustee, custodian,
conservator, sequestrator or other such person appointed by any court to take charge of its affairs
or assets or business and such appointment is not vacated or discharged within sixty (60) days
thereafter, or (viii) takes any action in furtherance of any of the foregoing; or




          (c) Any liquidation, dissolution or winding up of the Maker or its business.




 









 





     4. Remedies on Default. If any Event of Default shall occur and be continuing, the
holder hereof shall, in addition to any and all other available rights and remedies, have the
right, at her option (except for an Event of Default under paragraph 3(b) above, the occurrence of
which shall automatically effect acceleration hereunder) (a) to declare the unpaid principal
balance of this Note, together with all unpaid accrued interest hereunder, to be immediately due
and payable, and (b) to pursue any and all available remedies for collection.



     5. Certain Waivers. Except as otherwise expressly provided in this Note, the Maker
hereby waives diligence, demand, presentment for payment, protest, dishonor, nonpayment, default,
and notice of any and all of the foregoing.



     6. Waivers and Amendments. Neither any provision of this Note nor any performance
hereunder may be amended or waived orally, but only by an agreement in writing and signed by the
party against whom enforcement thereof is sought.



     7. Cumulative Remedies. No right or remedy conferred upon the Payee under this Note
is intended to be exclusive of any other right or remedy contained herein or in any instrument or
document delivered in connection herewith, and every such right or remedy shall be cumulative and
shall be in addition to every other such right or remedy contained herein and/or now or hereafter
existing at law or in equity or otherwise.



     8. Waivers; Course of Dealing. No course of dealing between the Maker and the Payee,
or any failure or delay on the part of the Payee in exercising any rights or remedies, or any
single or partial exercise of any rights or remedies, shall operate as a waiver or preclude the
exercise of any other rights or remedies available to the Payee.



     9. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Note shall be
deemed to be a contract made under the laws of the State of New York and shall be governed by, and
construed in accordance with, the laws of the State of New York. The Maker hereby irrevocably
consents to the jurisdiction of all courts (state and federal) sitting in the State of New York in
connection with any claim, action or proceeding relating to or for the collection or enforcement of
this Note, and hereby waives any defense of forum non conveniens or other
such claim or defense in respect of the lodging of any such claim, action or proceeding in any such
court. THE MAKER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION OR
PROCEEDING RELATING TO OR FOR THE COLLECTION OR ENFORCEMENT OF THIS NOTE.



     10. Collection Costs. In the event that the Payee shall, during the continuance of an
Event of Default, turn this Note over to an attorney for collection, the Maker shall further be
liable for and shall pay to the Payee all collection costs and expenses incurred by the Payee,
including reasonable attorneys’ fees and expenses; and the Payee may take judgment for all such
amounts in addition to all other sums due hereunder.



     11. Certain Payee Covenants. By her acceptance of this Note, the Payee hereby (a)
represents and warrants that she is an “accredited investor” as defined under Regulation D
promulgated under the Securities Act of 1933, as amended (the “Act”), (b) acknowledges that this
Note has been issued without registration under the Act in reliance, in part, upon such



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representation and warranty, (c) represents and warrants that she is acquiring this Note for
her own account and not with a view to resale or distribution, (d) covenants that any assignment of
this Note will be made in compliance with any and all applicable requirements of the Act and any
applicable state securities laws, and (e) covenants that, upon request of the Maker at any time and
from time to time, she will execute and deliver any and all subordination agreements subordinating
this Note and the Payee’s rights hereunder to any and all other secured indebtedness of the Maker
and/or its parent or subsidiary entities.



[signature page to follow]




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	 	ELVIS PRESLEY ENTERPRISES, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Jack Soden
 

By: Jack Soden
	 	 
	 

	 	Its: President	 	 






	 	 	 
	Paragraph 11 is hereby
	 	 
	acknowledged and confirmed:
	 	 
	 
	 	 
	/s/ Priscilla Presley
 

Priscilla Presley

	 	 






[signature page to PP Note re Name Purchase]