Exhibit 10.47(d)
EXHIBIT K
TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND BETWEEN
ELECTRONIC DATA SUBMISSION SYSTEMS, INC.
AND NATIONAL WIRELESS HOLDINGS INC.
BRIDGE NOTE
New York, New York
January 18, 2000
$1,000,000
FOR VALUE RECEIVED, the undersigned, Electronic Data Submission
Systems, Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay
to the order of National Wireless Holdings Inc., a Delaware Corporation
("National"), at the Principal Office of National or at such other place as
National may from time to time designate to Borrower in writing, (a) the lesser
of (i) the principal sum of ONE MILLION DOLLARS ($1,000,000.00) or (ii) the
aggregate principal amount of all Loans outstanding in respect of the Bridge
Commitment under the Loan Agreement hereinafter referred to, in lawful money of
the United States of America and in immediately available funds, on the dates
and pursuant to the terms of the Loan Agreement, but in any event no later than
the earlier to occur of January 18, 2001 and the date on which a long term debt
or equity financing of Borrower occurs, and (b) interest on the unpaid principal
amount of each Loan, in like money and funds, for the period commencing on the
date of such Loan until such Loan shall be paid in full, at the rates per annum
and on the dates provided in the Loan Agreement. In no event shall interest
exceed the maximum interest rate permitted by law.
The Borrower shall pay interest on the Loans or any installment
thereof, and on any other amount payable by the Borrower hereunder (to the
extent permitted by law) which shall not be paid in full when due (whether by
demand, by acceleration or otherwise) for the period commencing on the due date
thereof until the same is paid in full at the applicable Post Default Rate (as
defined in the Loan Agreement) and all such interest shall be payable upon
demand.
National is hereby authorized by the Borrower to record on the schedule
annexed to this Note (or on a supplemental schedule thereto) the amount of each
Loan made by National under the Loan Agreement and the amount of each payment or
prepayment of principal of each Loan received by National applicable to this
Note, it being understood, however, that failure to make any such notation shall
not affect the rights of National or the obligations of the Borrower hereunder
or under the Loan Agreement in respect of such Loans.
This Note is the Bridge Note referred to in the Amended and Restated
Loan Agreement, dated April 20, 1999, (as amended, restated, modified and
supplemented, the "Loan Agreement") by and between the Borrower and National and
evidences Loans made by National thereunder. This Note is secured in the manner
described in the Loan Agreement and in the Security Agreement. Capitalized terms
used in this Note have the respective meanings assigned to them in the Loan
Agreement.
If an Event of Default occurs which has not been cured within any
applicable cure period, the principal hereof, accrued interest and all accrued
fees hereon shall become, or may be declared to be, forthwith due and payable in
the manner, upon the conditions and with the effect provided in the Loan
Agreement.
The Borrower may at its option prepay all or any part of the principal
of this Note before maturity upon the terms provided in the Loan Agreement.
The Borrower agrees to pay costs of collection and reasonable
attorneys' fees and disbursements in case default occurs in the payment of this
Note.
ELECTRONIC DATA SUBMISSION SYSTEMS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
Its President
SCHEDULE TO BRIDGE NOTE
This Note evidences Loans made under the within described Loan
Agreement in respect of the Bridge Commitment, in the principal amounts and on
the dates set forth below, subject to the payments or prepayments of principal
set forth below:
Principal Principal Amount Balance
Date Made Amount of Loan Paid or Prepaid Outstanding
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