Exhibit 10.47(g)
EXHIBIT L
TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND BETWEEN
ELECTRONIC DATA SUBMISSION SYSTEMS, INC.
AND NATIONAL WIRELESS HOLDINGS INC.
ADDITIONAL NOTE
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New York, New York
February 28, 2001
$700,000
FOR VALUE RECEIVED, the undersigned, Electronic Data Submission Systems,
Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay on
December 31, 2002 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 SEVEN HUNDRED THOUSAND DOLLARS ($700,000)
or (ii) the aggregate principal amount of all Loans outstanding in respect of
the Additional Commitment under the Loan Agreement hereinafter referred to,
including without limitation accrued but unpaid interest hereon, in lawful money
of the United States of America and in immediately available funds, and (b)
interest on the unpaid principal amount of the Additional Loan, in like money
and funds, for the period commencing on the date of the Additional Loan until
the Additional 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 Additional Loan 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
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 issued pursuant to the Amended and Restated Loan Agreement,
originally 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, and is the Additional Note referred
to in Amendment No. 5 to the Loan Agreement. 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.
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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/ Xxx X. English
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Title: Chief Operating Officer
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SCHEDULE TO ADDITIONAL NOTE
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This Note evidences Loans made under the within described Loan Agreement
in respect of the Additional 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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