EXHIBIT 10.17
REVOLVING CREDIT NOTE
$3,500,000 JANUARY 27, 1997
FOR VALUE RECEIVED, the undersigned BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of NATIONS
BANK, N.A. (SOUTH), successor by merger to Bank South, N.A. (herein, together
with any subsequent holder hereof, called the "Lender"), the principal sum of
THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000), or the
aggregate outstanding principal amount of the Revolving Credit Loans made to the
Borrower by Lender pursuant to the Loan Agreement referred to below, which
principal sum shall be payable on the earlier of (i) the Revolving Credit
Facility Expiration Date set forth in the Loan Agreement or (ii) the date on
which all amounts outstanding under this Revolving Credit Note (the "Note") have
become due and payable pursuant to the provisions of Section 9.02 of the Loan
Agreement. The Borrower likewise promises to pay interest on the outstanding
principal balance of each Revolving Credit Loan made by the Lender to the
Borrower, at such interest rates, payable at such times, and computed in such
manner, as are specified in the Loan Agreement in strict accordance with the
terms thereof.
This Note is issued pursuant to, and is the Revolving Credit Note
referred to in, the Loan Agreement dated as of March 29, 1995, between Borrower
and Lender, as amended by the First Modification of Loan Agreement dated as of
January 3, 1996, between Borrower and Lender, the Second Modification of Loan
Agreement dated as of September 24, 1996 between Borrower and Lender and the
Third Modification of Loan Agreement dated as of the date hereof between
Borrower and Lender (as the same may be amended from time to time, the "Loan
Agreement"), and the Lender is and shall be entitled to all benefits thereof and
of all the other Credit Documents executed and delivered to the Lender in
connection therewith. Terms defined in the Loan Agreement are used herein with
the same meaning. The Loan Agreement, among other things, contains provisions
for acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to repayments on account of principal hereof prior
to the maturity hereof, and as provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon
on the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
In case an Event of Default shall occur and be continuing, the
principal and all accrued interest of this Note may automatically become, or may
be declared, immediately due and payable in the manner and with the effect
provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender
harmless against any liability for the payment of, all costs and expenses,
including actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or
notice in connection with this Note, whether now or hereafter required by
applicable law. This Note is intended to be an instrument under seal.
THIS NOTE IS MADE AND GIVEN IN REPLACEMENT OF THAT CERTAIN PROMISSORY
NOTE EXECUTED ON SEPTEMBER 24, 1996 IN THE ORIGINAL PRINCIPAL AMOUNT OF
$2,000,000, ISSUED BY THE BORROWER TO THE LENDER, AND IS NOT INTENDED TO BE A
NOVATION.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and
delivered by its duly authorized officer as of the date first above written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ XXXXXX X. XXXXXXX, XX.
Xxxxxx X. Xxxxxxx, Xx., President
