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EXHIBIT 10.5
SWINGLINE NOTE
$20,000,000 Atlanta, Georgia
August 23, 2000
FOR VALUE RECEIVED, the undersigned, XXXX X. XXXXXXX COMPANY, a Georgia
corporation (the "BORROWER"), hereby promises to pay to SUNTRUST BANK (the
"SWINGLINE LENDER") or its registered assigns, at the office of SunTrust Bank
("SUNTRUST") at 00 Xxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, on the Commitment
Termination Date (as defined in the Revolving Credit Agreement dated as of
August 23, 2000 (as the same may be amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from
time to time party thereto and SunTrust, as administrative agent for the
lenders), the lesser of the principal sum of TWENTY MILLION DOLLARS
($20,000,000) and the aggregate unpaid principal amount of all Swingline Loans
made by the Swingline Lender to the Borrower pursuant to the Credit Agreement,
in lawful money of the United States of America in immediately available funds,
and to pay interest from the date hereof on the principal amount thereof from
time to time outstanding, in like funds, at said office, at the rate or rates
per annum and payable on such dates as provided in the Credit Agreement. In
addition, should legal action or an attorney-at-law be utilized to collect any
amount due hereunder, the Borrower further promises to pay all costs of
collection, including the reasonable attorneys' fees of the Swingline Lender.
The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates provided in the Credit Agreement.
All borrowings evidenced by this Swingline Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
delay or failure of the holder hereof to make such a notation or any error in
such notation shall not affect the obligations of the Borrower to make the
payments of principal and interest in accordance with the terms of this
Swingline Note and the Credit Agreement.
This Swingline Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional and mandatory prepayment of the principal hereof
prior to the maturity hereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified. THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.
XXXX X. XXXXXXX COMPANY
By: /S/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Treasurer
[SEAL]
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LOANS AND PAYMENTS
Unpaid
Principal Name of Person
Amount Payments of Balance of Making
Date of Loan Principal Note Notation
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