EXHIBIT 99.5
FOURTH TERM LOAN NOTE
$1,400,000 NOVEMBER 21, 1997
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 ONE MILLION FOUR HUNDRED THOUSAND AND NO/100
DOLLARS ($1,400,000), 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 9.02
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 Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
and the Sixth Modification of Loan Agreement, dated as of the date hereof (as
the same may be further 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.
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.
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Xxxxxx X. Xxxxxxx, Xx., President
