EXHIBIT 10.3
REVOLVING CREDIT NOTE
$3,500,000 MARCH 20, 1998
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 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 Amended and Restated Loan Agreement dated as of March 20,
1998, 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 JANUARY 27, 1997 IN THE ORIGINAL PRINCIPAL AMOUNT OF $3,500,000,
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/ XXXXXXXXX X. XXXXXXXX
Name: Xxxxxxxxx X. Xxxxxxxx
Title: VP - Finance
