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Exhibit 7.5
AMENDED AND RESTATED SWINGLINE NOTE
$5,000,000 August __, 1996
FOR VALUE RECEIVED, the undersigned, SIRROM INVESTMENTS, INC., a
corporation organized under the laws of Tennessee (the "Borrower"), hereby
promises to pay to the order of FIRST UNION NATIONAL BANK OF TENNESSEE (the
"Bank"), at the times, at the place and in the manner provided in the Loan
Agreement hereinafter referred to, the principal sum of up to FIVE MILLION
DOLLARS ($5,000,000), or, if less, the aggregate unpaid principal amount of all
Swingline Loans disbursed by the Bank under the Loan Agreement referred to
below, together with interest at the rates as in effect from time to time with
respect to each portion of the principal amount hereof, determined and payable
as provided in the Loan Agreement.
This Swingline Note is a Note referred to in, and is entitled to the
benefits of, the Fourth Amended and Restated Loan Agreement dated as of August
__ , 1996 (as amended or supplemented from time to time, the "Loan Agreement"),
by and among the Borrower, Sirrom Capital Corporation, the guarantor (the
"Parent"), the Lenders who are or may become party thereto (the "Lenders"), and
the Bank, as Agent for the Lenders. The Loan Agreement contains, among other
things, provisions for the time, place and manner of payment of this Swingline
Note, the determination of the interest rate borne by and fees payable in
respect of this Swingline Note, acceleration of the payment of this Swingline
Note upon the happening of certain stated events and the mandatory repayment of
this Swingline Note under certain circumstances.
The Borrower agrees to pay on demand all costs of collection,
including reasonable attorneys' fees, if any part of this Swingline Note,
principal or interest, is collected after maturity with the aid of an attorney.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
THIS SWINGLINE NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH
CAROLINA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NORTH CAROLINA.
Pursuant to the Assignment and Assumption Agreement dated as of the
date hereof between the Parent and the Borrower, the Parent has transferred all
of its rights and obligations under the Third Amended and Restated Loan
Agreement dated as of December 27, 1995, as amended, by and among the Parent,
the Lenders party thereto, and the Agent, and the documents executed in
connection therewith, to the Borrower, and the Borrower has assumed all of such
rights and obligations.
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This Note amends and restates the obligations (as assumed by the
Borrower pursuant to the assumption noted above) under the Swingline Note dated
December 27, 1995 executed by the Parent in favor of the Bank and the Parent
has been released from all of such obligations.
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IN WITNESS WHEREOF, the Borrower has caused this Swingline Note to be
executed under seal by a duly authorized officer as of the day and year first
above written.
SIRROM INVESTMENTS, INC.
[CORPORATE SEAL]
By:
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Name:
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Title:
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