Exhibit 10.1
THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON DECEMBER
31, 2001 IN EXCHANGE FOR A NOTE ORIGINALLY ISSUED ON JANUARY 12, 2000 AND HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE TRANSFER OF SUCH SECURITY IS SUBJECT TO THE CONDITIONS
SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF JANUARY 12, 2000, AS
AMENDED, between the issuer hereof and ING (U.S.) Capital LLC, and the issuer
hereof reserves the right to refuse the transfer of such security until such
conditions have been fulfilled with respect to such transfer. Upon written
request, a copy of such conditions will be furnished by the issuer hereof to the
holder hereof without charge.
MCM CAPITAL GROUP, INC.
SERIES NO. 1 NOTE
DUE JANUARY 15, ▇▇▇▇
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$7,250,000 December 31, 2001
MCM CAPITAL GROUP, INC., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to the order of ING (U.S.) CAPITAL LLC
("ING"), or registered assigns, on January 15, 2007, the principal amount of
SEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS, with interest (computed on the
basis of a 360-day year of twelve 30-day months) from the date hereof on the
unpaid balance of such principal amount at the following rates: on and after the
date hereof through July 15, 2003, at a rate of 6.0% per annum, and on and after
July 16, 2003, at a rate of 8.0% per annum, payable semiannually in arrears on
the 15th day of each January and July (each, a "Payment Date") after the date
hereof, commencing July 15, 2002, until such unpaid principal shall become due
and payable (whether at maturity or at a date fixed for prepayment or by
declaration or otherwise), and with additional interest on any overdue principal
and premium, if any, and (to the extent permitted by applicable law) on any
overdue interest at the rate of 2.0% per annum, payable aforesaid or, at the
option of the registered holder hereof, on demand.
Payments of principal and interest on this Series No. 1 Note shall be
made in lawful money of the United States of America at the principal office of
The Chase Manhattan Bank, 5 Metrotech Center, Brooklyn, New York, or at such
other office or agency in New York, New York as the registered holder of this
Series No. 1 Note shall have designated by written notice to the Company as
provided in the Note Purchase Agreement referred to below. The Company may treat
the Person in whose name this Series No. 1 Note is registered on the register
kept by the Company as provided in such Note Purchase Agreement as the owner of
this Series No. 1 Note for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
The Note Purchase Agreement permits the Company to issue PIK Notes in lieu of
interest under certain conditions.
This Series No. 1 Note is one of the Company's senior notes (the
"Series No. 1 Notes"), originally issued in the aggregate principal amount of
$10,000,000 pursuant to a Note Purchase Agreement, dated as of January 12, 2000
(the "Note Purchase Agreement"), between the Company and ING. The registered
holder of this Series No. 1 Note is entitled to the benefits of the Note
Purchase Agreement and may enforce the agreements of the Company contained
therein and exercise the remedies provided for thereby or otherwise available in
respect thereof. The Series No. 1 Notes are subject to optional prepayment, in
whole or in part, and are entitled to mandatory prepayments and redemption, all
as specified in the Note Purchase Agreement. In case an Event of Default, as
defined in the Note Purchase Agreement, shall occur and be continuing, the
unpaid balance of the principal of this Series No. 1 Note may be declared and
become due and payable in the manner and with the effect provided in the Note
Purchase Agreement. By acceptance of this Series No. 1 Note, each holder agrees
to be bound as a Noteholder in accordance with Section 4.7 of the Note Purchase
Agreement, as amended.
This Series No. 1 Note is a registered note and, as provided in the
Note Purchase Agreement, is transferable only upon surrender of this Series No.
1 Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or his
attorney duly authorized in writing.
This Series No. 1 Note is made and delivered in New York, New York and
shall be governed by the internal laws of the State of New York.
MCM CAPITAL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Executive Vice President
