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Exhibit 2.6
PROMISSORY NOTE
(LONG-TERM NOTE)
$_________ October 31, 1997
Cedar Rapids, Iowa
FOR VALUE RECEIVED, the undersigned, MCC ACQUISITION CORP. (the
"Company"), promises to pay to the order of ___________ (the "Holder"), the
principal sum of _______________________ Dollars ($_________) payable in an
installment of $_____ on January 31, 1998, four equal quarterly payments of
$_____ on April 30, 1998, July 31, 1998, October 31, 1998 and January 31, 1999
and a final payment of $________ on April 30, 1999.
Prior to maturity, the unpaid principal balance of this Note shall not
bear interest. The unpaid balance of principal shall bear interest after the
due date until paid at the rate of 12% per annum. This Note shall become
immediately due and payable if the undersigned fails to make an installment of
principal or accrued interest within 90 days of when due.
This Note is one of the "Long-Term Notes" as defined in and issued
pursuant to the Stock Purchase Agreement dated August 22, 1997, as amended by a
First Amendment dated October 31, 1997 (the "Purchase Agreement"), to which the
Company and the Holder are parties. This Note is secured by a Collateral
Pledge and Security Agreement of even date herewith executed by the Company and
the Holder.
If Xxxxxxx Communications Corporation ("Xxxxxxx") completes any primary
offering of its equity securities (excluding any exercise of employee stock
options and any exercise of outstanding warrants) at any time after the date
hereof and prior to March 31, 1999, the Company must apply an amount equal to
at least 67% of such proceeds in excess of $500,000 to prepay the Short-Term
Note (as defined in the Purchase Agreement) and, after the Short-Term Note has
been paid in full, the Company must apply an amount equal to at least 50% of
the net proceeds of any such offering with respect to which such proceeds are
received after March 1, 1998 to prepay the Long-Term Notes. The Company shall
make such prepayments within five business days after the receipt by Xxxxxxx of
the proceeds from the offering. The Company shall have no obligation to prepay
the Long-Term Notes in connection with the sale of equity securities by
Xxxxxxx, the proceeds of which are received by Xxxxxxx on or before March 1,
1998. Any pre-payments with respect to the Long-Term Notes shall be made
ratably among all the Long-Term Notes in proportion to their respective
principal amounts.
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This Note may be prepaid by the Company at any time, in whole or in part,
without premium or penalty. Prepayments shall be applied to installments of
principal in the inverse order of their maturity. The Company shall be liable
for all of Xxxxxx's collection expenses, including but not limited to
reasonable attorneys' fees and court costs.
Until this Note has been paid in full, neither the Company, Priority
International Communications, Inc., ATN Communications, Inc. nor PIC Resources
Corp. will loan, contribute, distribute by dividend or advance any money to
Xxxxxxx.
This Note is subject to the provisions of section 1.3 of the Purchase
Agreement regarding an optional exclusive rescission right in the event of a
default on the Short-Term Note.
The undersigned agrees to waive all notice of default, intent to
accelerate, acceleration, presentment and notice of dishonor.
MCC ACQUISITION CORP.
BY /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, CEO
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