EX-10.11(c)
Promissory Note
THE WITHIN NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL (i) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (ii) IN
THE OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO COUNSEL FOR THE MAKER, SUCH OFFER, SALE, OR
OTHER TRANSFER IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
BMC HOLDINGS, LLC
Promissory Note
$108,000,000.00 December 30, 1997
For value received, BMC Holdings, LLC, a Virginia limited liability
company ("Maker"), promises to pay to Brill Media Company, LLC ("Payee"), or
order, at Payee's address located at 100 Shockoe Slip, Richmond, Virginia 23219,
the principal sum of One Hundred Eight Million and no/100 Dollars
($108,000,000.00) in lawful money of the United States of America, together with
simple interest on any unpaid balance hereof in like money at the rate of 7.292%
per annum until December 15, 1999, and thereafter at the rate of 11.6666% per
annum during any period that the unpaid principal balance hereof exceeds $105
million and 12.0% per annum during any period that the unpaid principal balance
hereof is $105 million or less for so long as payment on any principal balance
hereof remains unpaid, such principal and interest to be due and payable on the
following obligatory schedule (except as and to the extent offset, anticipated,
or prepaid, in whole or in part, as hereinafter provided):
Commencing June 15, 1998, on the 15th day of December and June thereafter,
and on each ensuing anniversary thereof thereafter, Maker shall pay to the
holder hereof interest accrued on the outstanding principal balance hereof until
December 15, 2007, when final payment of all then unpaid principal and accrued
interest thereon shall be due and payable.
The Maker reserves the right to anticipate and prepay at any time or from
time to time, without penalty, all or any part of the indebtedness evidenced by
this note. Any partial prepayment of principal also shall include accrued
interest on the unpaid principal balance to the date of such prepayment, and
each prepayment shall be applied to and be deducted from the scheduled
obligatory payments falling due hereunder in the inverse order of their
scheduled due dates. All prepayments on this note shall be
recorded when made on the reverse side hereof by the then holder of this note.
The following, and only the following, shall constitute an "Event of
Default" under this note:
(a) any failure of Maker to make (or to cause to be made) to the then
holder of this note any scheduled obligatory payment of principal or interest on
this note when due and payable, which failure continues for a period of at least
thirty (30) consecutive calendar days after written notice of such failure has
been given to Maker by such holder, or
(b) any uncured Event of Default (as therein defined) on the Notes issued
by Payee and Brill Media Management, Inc. pursuant to the Indenture dated
December 30, 1997, and the Offering Memorandum dated December 23, 1997, or
(c) the commencement by maker of a voluntary case under and within the
meaning of the United States Bankruptcy Code, or
(d) entry by a court of competent jurisdiction of an order in an
involuntary case commenced against Maker under and within the meaning of the
United States Bankruptcy Code that (i) forbids the Maker to continue to use,
acquire, or dispose of property as if no such involuntary case had been
commenced, or (ii) is for relief against Maker, or (iii) appoints an interim
trustee to take possession of Maker's property, or (iv) orders the liquidation
of Maker, and, in each case, sixty (60) consecutive calendar days shall have
elapsed since entry of any such order, such order shall then be unstayed and
effective, and such involuntary case shall then still be pending and not
dismissed.
Upon the occurrence and during the continuation of an Event of Default,
and not otherwise, the then holder of this note, at such holder's sole election
made by a written notice executed by such holder (expressly referring to and
describing this note and the Event of Default) and given to Maker, may declare
all of the then unpaid principal balance of this note, together with any
interest accrued thereon, to be, and they shall thereupon become, immediately
due and payable without presentment, demand, protest, or other notice of any
kind.
Any notice to Maker shall be deemed to have been given only upon the
earlier to occur of (a) actual receipt of such notice by Maker (whether by hand
delivery or facsimile transmission), or (b) the eighth day after the date of
deposit of such notice in the U.S. mail, postage prepaid, certified or
registered, with return receipt or proof of deliver required, addressed to Maker
at the address for Maker shown herein or at such other address as Maker may
theretofore establish by notice to Payee as provided in the Agreement.
Mere delay or failure to act shall not preclude the exercise or
enforcement of any right or remedy hereunder; all such rights and remedies shall
be cumulative and may be exercised singularly or concurrently, and the exercise
or enforcement of any one such right or remedy shall neither be a condition to
nor bar the exercise or enforcement of any other right or remedy.
The rights of all parties hereto and of each holder hereof shall be
governed by and enforced or construed only in accordance with the domestic,
substantive laws of the Commonwealth of Virginia, excluding those relating to
conflicts of laws.
Maker agrees to pay all reasonable attorneys' fees that may be incurred in
collecting this note after an Event of Default, but not to exceed 5% of any then
due and payable principal balance.
IN WITNESS WHEREOF, Maker has caused this note to be executed by its duly
authorized officer on the day, month, and year first above written.
BMC HOLDINGS, LLC
By: BRILL MEDIA COMPANY, LLC,
By: Brill Media Management, Inc.
Its Manager
By:___________________________
a duly authorized officer