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EXHIBIT 4.5
ACQUISITION LOAN NOTE
Atlanta, Georgia
$1,200,000 November 1, 1999
FOR VALUE RECEIVED, the undersigned, CLEAR COMMUNICATIONS
GROUP, INC., a Georgia corporation ("Borrower"), hereby promises to pay to the
order of FIRST UNION NATIONAL BANK ("Lender"; Lender, together with any other
permitted holder hereof, sometimes referred to herein as the "Holder"), the
principal sum of ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000), or such
lesser amount as may be outstanding under Lender's "Acquisition Loan
Commitment" (as that term is defined in the "Credit Agreement," hereinafter
defined) at such time or times as are provided in the Credit Agreement and, in
any event, on the "Expiry Date" (as that term is defined in the Credit
Agreement), together with interest on the unpaid principal balance hereof from
the date hereof until the payment in full of this Note at the rate specified
with respect to the "Acquisition Loans" in the Credit Agreement, payable at the
times and in the manner provided in the Credit Agreement.
It is contemplated that the principal sum evidenced hereby may be
reduced from time to time as a result of the repayment of Acquisition Loans and
that additional Acquisition Loans may be made from time to time but not to
exceed Xxxxxx's "Acquisition Loan Commitment" (as that term is defined in the
Credit Agreement), as provided in the Credit Agreement.
This Note is a "Note" issued under the Credit Agreement to
evidence the Acquisition Loans made available by Lender to Borrower pursuant to
the Credit Agreement, dated of even date herewith (herein, it may be amended,
modified or supplemented from time to time, called the "Credit Agreement";
capitalized terms used herein and not defined herein have the meanings assigned
to them in the Credit Agreement), among Borrower, the Affiliate Guarantors, the
Lenders, and Fleet Capital Corporation, as a Lender and Agent, to which
reference is hereby made for a statement of the terms, conditions and covenants
under which the loan evidenced hereby was made and is to be repaid, including,
but not limited to, those related to voluntary or mandatory prepayment of the
indebtedness represented hereby, to the interest rate payable hereunder and to
the maturity of the indebtedness represented hereby upon the termination of the
Credit Agreement. Payment of this Note is secured by the Collateral, and Xxxxxx
is entitled to the benefit of all of the Security Documents.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF GEORGIA, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.
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Borrower hereby waives presentment, demand for payment,
protest and notice of protest, notice of dishonor and all other notices not
otherwise required by the Loan Documents in connection with this Note.
WITNESS THE DUE EXECUTION HEREOF BY THE RESPECTIVE DULY
AUTHORIZED OFFICERS OF THE UNDERSIGNED AS OF THE DATE FIRST ABOVE WRITTEN.
CLEAR COMMUNICATIONS GROUP, INC.
a Georgia corporation
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx., President
Attest: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Secretary
[CORPORATE SEAL]
