**Exhibit10.44**

 

**EXECUTION COPY**

 

**THISNOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT**

**OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE**

**DISPOSED OF UNLESS REGISTERED UNDER THAT ACT**

**OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.**

 

**REVOLVING LOAN NOTE**

 

| $5,000,000 |   | New York, New York |
|------------|--------|--------------------|
|       |   | March 30, 2006     |

 

FOR VALUE RECEIVED, VISTULACOMMUNICATIONS SERVICES, INC. (“Borrower”) hereby promises to pay to theorder of Indigo Investments I LLC (“Lender”), in immediately availablefunds, at the conclusion of the Term, the principal sum of up to FIVE MILLIONDOLLARS ($5,000,000), or, if less, the unpaid principal amount of all loansmade pursuant to the Revolving Credit Agreement entered into as of the datehereof by Lender and Borrower (the “Credit Facility”) then outstanding.

 

TheBorrower also promises to pay interest on the unpaid principal amount hereof inlike money from the date hereof until paid at the rates and at the timesprovided in the Credit Facility.

 

Thedate and amount of each advance made under this Revolving Loan Note (“Note”)shall be set forth on Schedule A hereto.

 

ThisNote is referred to in the Credit Facility and is entitled to the benefitsthereof and shall be subject to the provisions thereof. The Company’sobligations under the Credit Facility and this Note are guaranteed pursuant tothe term of the Guaranty by and between Rupert Galliers-Pratt and Lender.

 

Capitalizedterms used but not otherwise defined herein shall have the meaning specifiedtherefor in the Credit Facility.

 

Incase an Event of Default shall occur and be continuing, the principal of andaccrued interest on this Note may be declared due and payable in the manner andwith the effect provided in the Credit Facility.

 

TheBorrower hereby waives presentment, dishonor, notice of dishonor, and protest.

 

THISNOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.

 

 
|   | **VISTULA COMMUNICATIONS  SERVICES, INC.** |
|--------|--------------------------------------------|
|   |                                       |   |
|   |                                       |   |
|   | By:                                        |   | /s/ Rupert Galliers-Pratt |   |
|   | Name:                                      | Rupert Galliers-Pratt |
|   | Title:                                     | President  & Chief Executive |
|        |                                            |  |  |  |

 

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**ScheduleA**

 
| **Date of Advance** | ** ** | **Amount of Advance** | ** ** | **Use of Proceeds** | ** **                                      |
|---------------------|------------|-----------------------|------------|---------------------|-------------------------------------------------|
| March 30, 2006      |       | $                     | 1,000,000  |                | Working capital and general corporate purposes. |   |
|                     |            |                       |            |                     |                                                 |  |

 

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