1
EXHIBIT 4.6
TERM LOAN NOTE
Atlanta, Georgia
$4,200,000 November 1, 1999
FOR VALUE RECEIVED, the undersigned, CLEAR COMMUNICATIONS
GROUP, INC., a Georgia corporation ("Borrower"), promises to pay to the order
of FIRST UNION NATIONAL BANK, a national bank ("Lender"; Lender, together with
any other holder hereof, sometimes referred to herein as the "Holder"), the
principal sum of FOUR MILLION TWO HUNDRED THOUSAND DOLLARS ($4,200,000), 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 "Term Loan" in the Credit Agreement, payable at the times and in
the manner provided in the Credit Agreement.
This Note is a "Note" issued under the Credit Agreement to
evidence the Lender's Pro Rata Share of the Term Loan made this date 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.
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.
2
WITNESS THE DUE EXECUTION HEREOF BY THE RESPECTIVE DULY
AUTHORIZED OFFICERS OF THE UNDERSIGNED, UNDER XXXX, AS OF THE DATE FIRST ABOVE
WRITTEN.
CLEAR COMMUNICATIONS GROUP, INC.,
a Georgia corporation
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
-----------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx., President
Attest: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary
[CORPORATE SEAL]
