Exhibit 10.64b
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AMSC SUBSIDIARY CORPORATION
Term Note
$10,000,000 New York, New York
December 30, 1997
FOR VALUE RECEIVED, the undersigned, a Delaware corporation
dually incorporated as a Virginia Public Service corporation (the "Borrower"),
hereby PROMISES TO PAY to the order of XXXXXX COMMUNICATIONS SATELLITE SERVICES,
INC., a Delaware company (the "Lender"), its successors or assigns, in lawful
money of the United States of America and in immediately available funds, the
amount of TEN MILLION DOLLARS ($10,000,000) (or, if less, the unpaid principal
amount of Loans made by Lender to the Borrower under the Loan Agreement referred
to below) on the Maturity Date and to pay interest from and after the date
hereof on the unpaid principal amount hereof at the rates and on the dates
provided in the Loan Agreement referred to below.
This Note is issued pursuant to that certain Bridge Loan
Agreement, dated as of December 30, 1997, by and among the Borrower, American
Mobile Satellite Corporation and Lender, (as such agreement may be amended,
modified or otherwise supplemented from time to time, the "Loan Agreement"), and
is entitled to the benefit and security as provided for therein, to which
reference is hereby made for a statement of all of the terms and conditions
under which the loans evidenced hereby are made. All capitalized terms, unless
otherwise defined herein, shall have the meanings ascribed to them in the Loan
Agreement.
If any payment on this Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, without
demand, notice or legal process of any kind, this Note may be declared, and
immediately shall become, or may automatically (without any notice) become, due
and payable.
Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by the Borrower.
This Note has been delivered and accepted at New York, New
York and shall be interpreted, governed by and construed in accordance with, the
laws of the State of New York.
AMSC SUBSIDIARY CORPORATION
By:/s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: CEO, President
