1
FOURTH TERM LOAN NOTE
$675,754 March 22, 1999
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a
Georgia corporation (the "Borrower"), hereby promises to pay to the order of
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of SIX HUNDRED SEVENTY-FIVE THOUSAND SEVEN
HUNDRED FIFTY-FOUR AND NO/100 DOLLARS ($675,754), or the outstanding principal
amount of the Fourth Term Loan made to the Borrower by the Lender pursuant to
the Loan Agreement referred to below, which principal sum shall be payable (i)
in installments on the due dates and in the amounts set forth in the Loan
Agreement or (ii) on any earlier date on which all amounts outstanding under
this Fourth Term Loan Note (this "Note") have become due and payable pursuant to
the provisions of Section 9.2 of the Loan Agreement. The Borrower likewise
promises to pay interest on the outstanding principal balance of the Fourth Term
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 Fourth Term Loan Note
referred to in the Amended and Restated Loan Agreement dated as of March 20,
1998, between the Borrower and the Lender (as the same may be amended or
supplemented 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
prepayments on account of principal hereof prior to the maturity hereof, and
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.
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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/ XXXXXXXXX X. XXXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxxx
Title: VP-Finance
