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EXHIBIT 10.16
BRIDGE NOTE
$4,000,000.00
NEW YORK, NEW YORK MARCH 6, 2000
FOR VALUE RECEIVED, NEWSREAL, INC., a Delaware corporation
(the "Borrower"), hereby unconditionally promises to pay to the persons listed
on Schedule A attached hereto ("Investors") or their agent or attorney-in-fact,
ON DEMAND and in legal tender of the United States of America and in immediately
available funds at any time and at such address or at such other place as may be
designated in writing by the Investors or their agent or attorney-in-fact
("Investors' Office"), the principal sum of four million and 00/100 Dollars
($4,000,000.00), of which amount three million and 00/100 Dollars
($3,000,000.00) relates to the Borrower's Revolving Line of Credit with Hypo
-und Vereinsbank previously paid by the Investors (the "Line of Credit portion")
and one million and 00/100 Dollars ($1,000,000.00) relates to the Term Loan with
Hypo -und Vereinsbank previously paid by the Investors (the "Term Loan
portion"). The Borrower agrees to pay the Investors interest at Investors'
Office in like money, on the last day of each quarter from the date hereof and
at maturity (whether by acceleration or otherwise) on the unpaid principal
amount outstanding thereon, with interest accruing on a daily basis on the Line
of Credit portion and Term Loan portion of the principal amount from the dates
set forth in the table below, at a rate per annum equal to LIBOR plus two
percent (2%) (computed on the basis of a 360-day year and the actual number of
days elapsed, the "Base Rate") until payment thereof. For purposes hereof, the
"LIBOR" component of the Base Rate shall be adjusted at the beginning of each
quarter during the term hereof and shall mean the rate per annum quoted by the
London office of a top-tier bank selected by the Investors and agreeable to the
Borrower at which deposits in United States dollars are offered by such bank in
the London interbank market as of 11:00 a.m. London time, two London business
days prior to the first day of such quarter for delivery on such date and for
approximately the number of days in such period.
Portion of Principal Amount Date from Which Interest Accrues
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$ 3,000,000 (Line of Credit portion) September 1, 1999
$ 1,000,000 (Term Loan portion) December 12, 1999
Notwithstanding the foregoing, (i) any amount of principal
and (to the extent permitted by law) interest which is not paid when due
(whether at stated maturity or otherwise) shall bear interest from the date on
which such amount is due until such amount is paid in full, at a rate of the
Base Rate plus two percent (2%) per annum, and (ii) the interest rate borne
hereby shall not exceed the maximum rate permitted by applicable law.
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The Borrower may prepay this Note in full or in part at any
time without premium or penalty. This Note is subject to the provisions of, and
may be converted in accordance with and pursuant to Section 2(a) of, that
certain Conversion Agreement, dated as of March 31, 1999, as amended by written
agreement dated as of March 6, 2000, by and among the Borrower and the
Investors, and the other applicable provisions thereof.
The principal and accrued and unpaid interest on the Note
shall automatically become due and payable in the event the Borrower shall
file, or consent by answer or otherwise to the filing against it of, a petition
for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any state or federal
bankruptcy or insolvency law of any jurisdiction, without presentment, demand,
protest or further notice of any kind, all of which are hereby waived by the
Borrower.
If any payment on this Note becomes due and payable on a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to close, maturity thereof shall be extended to
the next succeeding business day with respect to payments of principal, and
interest thereon shall be payable during such extension.
This obligations of the Borrower under this Note are secured
by and subject to the terms and conditions of the Security Agreement of even
date herewith (hereinafter the "Security Agreement"). Reference is hereby made
to the Security Agreement, as it may be amended from time to time, for a
statement of the terms and conditions upon which the maturity date of this Note
may be accelerated.
This Note is not negotiable and shall not be transferred by
the Investors or any Investor without the prior written consent of the
Borrower. Except as otherwise agreed by the Investors, the Borrower may not
set-off from any amounts due under this Note any amounts due the Borrower from
the Investors or its transferees.
This Note is binding on the Borrower and the Borrower hereby
waives demand, presentment, protest and notice and any defense by reason of an
extension of time for payment or other indulgences. The holder of this Note
shall not by any act, delay, omission or otherwise be deemed to have waived any
of its rights or remedies under the Note, under the Security Agreement or any
other agreement which provides collateral for this Note, or under applicable
law. All rights and remedies of the holder under this Note, under the Security
Agreement or any such agreement providing collateral for this Note, and under
applicable law shall be cumulative and may be exercised successively or
concurrently. This Note shall be governed by and construed and interpreted in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of law thereof.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Note as an instrument under seal on the date first above
written.
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NEWSREAL, INC
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
President & CEO
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