EXHIBIT 10.9
REVOLVING NOTE
$1,500,000.00 October 11, 2002
FOR VALUE RECEIVED, MMAC Communications Corp., a corporation
with its principal executive office and place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Borrower"), promises to pay to the order of KELTIC
FINANCIAL PARTNERS, LP ("Lender"), at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇,
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as Lender may from time to time in
writing designate, the principal sum of each Revolving Loan made by Lender to
Borrower under that certain Revolving Loan Agreement dated of even date herewith
between Borrower and Lender ("Loan Agreement" and together with all of the other
documents, instruments or agreements executed in connection therewith, as the
same may be modified, amended, restated or replaced from time to time, the "Loan
Documents"). The aggregate unpaid principal balance hereof shall not exceed at
any time the sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS and 00/100
($1,500,000.00). Capitalized terms used herein but not otherwise defined shall
have the meanings set forth in the Loan Documents. The entire unpaid principal
balance hereof, together with the accrued interest thereon and accrued late
charges, if any, and all other sums due hereunder shall be due and payable on
the Termination Date.
▇▇▇▇▇▇▇▇ also promises to pay interest to Lender monthly, in
arrears, on the first day of each month commencing on November 1, 2002 on the
average daily unpaid principal balance of this Note at the rate set forth in
Section 3.1 of the Loan Agreement.
This is the "Revolving Note" referred to in the Loan Agreement
and is entitled to the benefit of all of the terms and conditions and the
security of all of the security interests and liens granted by Borrower or any
other person to Lender pursuant to the Loan Agreement or any other Loan Document
including, without limitation, provisions regarding mandatory and optional
prepayment rights and premiums. Upon the occurrence of any Event of Default, the
entire unpaid principal amount owed ▇▇▇▇▇▇ hereunder shall become immediately
due and payable hereof without further notice or demand.
Whenever any payment to be made under this Note shall be
stated to be due on a day other than a Banking Day, such payment shall be made
on the next succeeding Banking Day, and such extension of time shall be included
in the computation of any interest then due and payable hereunder.
The undersigned and all other parties who, at any time, may be
liable hereon in any capacity waive presentment, demand for payment, protest and
notice of dishonor of this Note. This Note may not be changed orally, but only
by an agreement in writing which is signed by the holder and the party or
parties against whom enforcement of any waiver, change, modification or
discharge is sought.
IN WITNESS WHEREOF, the undersigned has executed this Note the
day and year first above written.
MMAC COMMUNICATIONS CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer