-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TaGntq6Nwv38ned9wLNK5oOOpfEPQyWS0BkDPDe/HP+ahraeWpeS2QT52VHb1C1T YLO1fK0vLPdYn0mw1qpwRg== 0000931763-98-000125.txt : 19980128 0000931763-98-000125.hdr.sgml : 19980128 ACCESSION NUMBER: 0000931763-98-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19980127 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43369 FILM NUMBER: 98514600 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BULL RUN CORP CENTRAL INDEX KEY: 0000319697 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 911117599 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE RD NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4042668333 MAIL ADDRESS: STREET 1: 4310 PEACHTREE ROAD N.E. CITY: ATLANTA STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: BULL RUN GOLD MINES LTD DATE OF NAME CHANGE: 19920703 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) (AMENDMENT NO. 1) Rawlings Sporting Goods Company, Inc. ------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (Title of Class of Securities) 754459105 --------- (CUSIP Number) ROBERT S. PRATHER, JR. PRESIDENT BULL RUN CORPORATION 4370 PEACHTREE ROAD ATLANTA, GEORGIA 30319 (404) 261-8333 ---------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: STEPHEN A. OPLER ALSTON & BIRD LLP 1201 WEST PEACHTREE ROAD, N.W. ATLANTA, GEORGIA 30309-3424 (404) 881-7693 December 9, 1997 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages SCHEDULE 13D
CUSIP No. 754459105 PAGE 2 OF 6 PAGES - ------------------- ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON Bull Run Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 91-1117599 - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - --------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER 1,732,304 (806,500 AND A RIGHT TO ACQUIRE 925,804) OF SHARES ---------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,732,304 (806,500 AND A RIGHT TO ACQUIRE 925,804) WITH ---------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,304 - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.27% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------------------------------------
Page 2 of 6 Pages This Amendment No. 1 to the Statement on Schedule 13D amends and supplements the Statement on Schedule 13D relating to the event date of November 21, 1997 (the "Schedule 13D") filed by Bull Run Corporation ("Bull Run") relating to the common stock (the "Common Stock") of Rawlings Sporting Goods Company, Inc. (the "Company"). The address of the Company is 1859 Intertech Drive, Fenton, MO 63026. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS Item 3 is amended to add the following: Since the filing of the Schedule 13D, Bull Run purchased 726,500 shares of Common Stock in the open market at an aggregate cost of $8,355,042.25 (see Schedule A). The funds for the purchases of the shares of Common Stock came - ---------- from a loan to Bull Run from NationsBank, N.A., pursuant to Additional Term Loan Notes (attached hereto as Exhibits 1 through 9) referred to in the Loan Agreement, dated as of March 29, 1995, between Bull Run and NationsBank, N.A., as amended. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended and restated in its entirety to read as follows: (a) As noted above, as of the date hereof, Bull Run is the beneficial owner of 1,732,304 shares of Common Stock. Bull Run beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act) an aggregate of 22.27% of the outstanding shares of Common Stock, based on information obtained from the Company on January 23, 1998 that there were 7,779,572 shares of Common Stock outstanding. (b) Bull Run maintains sole investment, voting and dispositive power over all of such shares of Common Stock set forth in paragraph (a) above. (c) Attached as Schedule A is a description of the transactions in the Common ---------- Stock that were effected by Bull Run since the filing of the Schedule 13D. (d) None. (e) Not applicable. Page 3 of 6 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Additional Term Loan Note, Note No. 1, dated December 2, 1997, by and between Bull Run and NationsBank, N.A. for $902,503.00. 2. Additional Term Loan Note, Note No. 2, dated December 10, 1997, by and between Bull Run and NationsBank, N.A. for $457,509.00. 3. Additional Term Loan Note, Note No. 3, dated December 12, 1997, by and between Bull Run and NationsBank, N.A. for $1,197,631.00. 4. Additional Term Loan Note, Note No. 4, dated December 15, 1997, by and between Bull Run and NationsBank, N.A. for $686,099.75. 5. Additional Term Loan Note, Note No. 5, dated December 24, 1997, by and between Bull Run and NationsBank, N.A. for $583,184.00 6. Additional Term Loan Note, Note No. 6, dated January 6, 1998, by and between Bull Run and NationsBank, N.A. for $723,452.50. 7. Additional Term Loan Note, Note No. 7, dated January 9, 1998, by and between Bull Run and NationsBank, N.A. for $2,965,446.50. 8. Additional Term Loan Note, Note No. 8, dated January 16, 1998, by and between Bull Run and NationsBank, N.A. for $881,327.50. 9. Additional Term Loan Note, Note No. 9, dated January 22, 1998, by and between Bull Run and NationsBank, N.A. for $1,060,442.00. Page 4 of 6 Pages SIGNATURE AFTER REASONABLE INQUIRY AND TO THE BEST KNOWLEDGE AND BELIEF OF THE UNDERSIGNED, THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. DATED: JANUARY 27, 1998 BULL RUN CORPORATION /S/ ROBERT S. PRATHER, JR. --------------------------------- NAME: ROBERT S. PRATHER, JR. TITLE: PRESIDENT Page 5 of 6 Pages SCHEDULE A PURCHASE [AND SALE] OF SHARES OF COMMON STOCK SINCE FILING OF SCHEDULE 13D
DATE PURCHASE NUMBER OF SHARES PRICE PER SHARE VALUE OR SALE - -------------------------------------------------------------------------------------------------- 12/03/97 P 20,000 $ 11.375 $ 227,503.00 - ------------------------------------------------------------------------------------------------ 12/04/97 P 10,000 11.50 115,003.00 - ------------------------------------------------------------------------------------------------ 12/05/97 P 10,000 11.50 115,003.00 - ------------------------------------------------------------------------------------------------ 12/09/97 P 122,500 11.39413 1,397,787.25 - ------------------------------------------------------------------------------------------------ 12/10/97 P 25,000 11.4375 285,943.50 - ------------------------------------------------------------------------------------------------ 12/15/97 P 20,000 10.53125 210,628.00 - ------------------------------------------------------------------------------------------------ 12/17/97 P 10,000 10.625 106,253.00 - ------------------------------------------------------------------------------------------------ 12/19/97 P 25,000 10.65 266,253.00 - -------------------------------------------------------------------------------------------------- 12/22/97 P 5,000 10.75 53,753.00 - ------------------------------------------------------------------------------------------------ 12/23/97 P 5,000 10.75 53,753.00 - ------------------------------------------------------------------------------------------------ 12/29/97 P 20,000 10.67188 213,440.50 - ------------------------------------------------------------------------------------------------ 12/30/97 P 5,000 10.625 53,128.00 - ------------------------------------------------------------------------------------------------ 12/31/97 P 30,000 11.64583 349,378.00 - ------------------------------------------------------------------------------------------------ 01/02/98 P 10,000 11.9375 119,378.00 - ------------------------------------------------------------------------------------------------ 01/05/98 P 5,000 11.8125 59,065.50 - ------------------------------------------------------------------------------------------------ 01/06/98 P 240,000 11.52083 2,787,003.00 - ------------------------------------------------------------------------------------------------ 01/07/98 P 5,000 11.9375 59,650.50 - ------------------------------------------------------------------------------------------------ 01/08/98 P 5,000 11.875 59,378.00 - ------------------------------------------------------------------------------------------------ 01/09/98 P 15,000 11.875 178,128.00 - ------------------------------------------------------------------------------------------------ 01/12/98 P 15,000 11.7083 176,128.00 - ------------------------------------------------------------------------------------------------ 01/13/98 P 10,000 11.75 117,503.00 - ------------------------------------------------------------------------------------------------ 01/14/98 P 35,000 11.8125 414,440.50 - ------------------------------------------------------------------------------------------------ 01/15/98 P 10,000 11.625 116,253.00 - ------------------------------------------------------------------------------------------------ 01/16/98 P 5,000 11.9375 59,690.50 - ------------------------------------------------------------------------------------------------ 01/20/98 P 52,000 11.9198 631,758.00 - ------------------------------------------------------------------------------------------------ 01/21/98 P 11,000 11.75 129,800.00 - --------------------------------------------------------------------------------------------------
Page 6 of 6 Pages EX-1 2 ADDITIONAL TERM LOAN NOTE NO.1 EXHIBIT 1 ADDITIONAL TERM LOAN NOTE NOTE NO. 1 $902,503.00 December 2, 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 NINE HUNDRED TWO THOUSAND FIVE HUNDRED THREE ------ AND NO/100 DOLLARS ($902,503.00), or the outstanding principal amount of the Additional Term Loans 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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' fee, 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. (Remainder of page intentionally left blank.) 2 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/ Frederick J. Erickson ------------------------------------------ Frederick J. Erickson Vice President of Finance 3 EX-2 3 ADDITIONAL TERM LOAN NOTE NO.2 EXHIBIT 2 ADDITIONAL TERM LOAN NOTE NOTE NO. 2 $457,509.00 Date: December 10, 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 FOUR HUNDRED FIFTY SEVEN THOUSAND FIVE --------- HUNDRED NINE AND NO/100 DOLLARS ($457,509.00), or the outstanding principal amount of the Additional Term Loans 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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 seat. (Remainder of page intentionally left blank.) 2 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/ Frederick J. Erickson ------------------------------------------- Frederick J. Erickson Vice President of Finance 3 EX-3 4 ADDITIONAL TERM LOAN NOTE NO. 3 EXHIBIT 3 ADDITIONAL TERM LOAN NOTE NOTE NO. 3 $1,197,631.00 Date: December 12, 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, ONE HUNDRED NINETY SEVEN THOUSAND SIX HUNDRED THIRTY ONE AND NO/100 DOLLARS ($1,197,631.00), or the outstanding principal amount of the Additional Term Loans 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, 1 996, 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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. (Remainder of page intentionally left blank.) 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/ Frederick J. Erickson ------------------------------------------- Frederick J. Erickson Vice President of Finance EX-4 5 ADDITIONAL TERM LOAN NOTE NO. 4 EXHIBIT 4 ADDITIONAL TERM LOAN NOTE NOTE NO. 4 $686,099.75 Date: December 15, 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 SIX HUNDRED EIGHTY SIX THOUSAND NINETY NINE AND 75/100 DOLLARS ($686,099.75), or the outstanding principal amount of the Additional Term Loans 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 an which all amounts outstanding under this Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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. (Remainder of page intentionally left blank.) 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/ Frederick J. Erickson -------------------------------------------- Frederick J. Erickson Vice President of Finance EX-5 6 ADDITIONAL TERM LOAN NOTE NO. 5 EXHIBIT 5 ADDITIONAL TERM LOAN NOTE NOTE NO. 5 $583,184.00 Date: December 24, 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 FIVE HUNDRED EIGHTY THREE THOUSAND ONE ------ HUNDRED EIGHTY FOUR AND 00/100 DOLLARS ($583,184.00) or the outstanding principal amount of the Additional Term Loans made to the Borrower by the Lender pursuant to the Loan Agreement referred to below, which principal sum shall be payable (i) in instruments 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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 affect 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. (Remainder of page intentionally left blank.) IN WITNESS WHEREOF, the Borrower had 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/ Frederick J. Erickson -------------------------------------------- Frederick J. Erickson Vice President of Finance EX-6 7 ADDITIONAL TERM LOAN NOTE NO. 6 EXHIBIT 6 ADDITIONAL TERM LOAN NOTE NOTE NO. 6 $723,452.50 Date: January 6, 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 SEVEN HUNDRED TWENTY THREE THOUSAND FOUR HUNDRED FIFTY TWO AND 50/100 DOLLARS ($723,452.50), or the outstanding principal amount of the Additional Term Loans 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of -Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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. (Remainder of page intentionally left blank.) 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/ Frederick J. Erickson --------------------------------------------- Frederick J. Erickson Vice President of Finance EX-7 8 ADDITIONAL TERM LOAN NOTE NO. 7 EXHIBIT 7 ADDITIONAL TERM LOAN NOTE NOTE NO. 7 $2,965,446.50 DATE: JANUARY 9, 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 TWO MILLION NINE HUNDRED SIXTY FIVE THOUSAND ------ -------------------------------------------- FOUR HUNDRED FORTY SIX AND 50/100 DOLLARS ($2,965,446.50), or the outstanding - -------------------------------------------------------- principal amount of the Additional Term Loans 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 Additional 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 an the outstanding principal balance of the Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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. (Remainder of page intentionally left blank.) 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/ Frederick J. Erickson --------------------------------------------- Frederick J. Erickson Vice President of Finance EX-8 9 ADDITIONAL TERM LOAN NOTE NO. 8 EXHIBIT 8 ADDITIONAL TERM LOAN NOTE NOTE NO. 8 $881,327.50 DATE: JANUARY 16, 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 EIGHT HUNDRED EIGHTY ONE THOUSAND THREE ------ --------------------------------------- HUNDRED TWENTY SEVEN AND 50/100 DOLLARS ($881,327.50), or the outstanding - ----------------------------------------------------- principal amount of the Additional Term Loans 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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. (Remainder of page intentionally left blank.) IN WITNESS WHEREOF, the Borrower has caused this Note to be executed, sealed and delivered by its duly authorized off i1cer as of the date first above written. BULL RUN CORPORATION (CORPORATE SEAL) By: /s/ Frederick J. Erickson --------------------------------------------- Frederick J. Erickson Vice President of Finance EX-9 10 ADDITIONAL TERM LOAN NOTE NO. 9 EXHIBIT 9 ADDITIONAL TERM LOAN NOTE NOTE NO. 9 $1,060,442.00 January 22, 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 ONE MILLION SIXTY THOUSAND FOUR HUNDRED ------ FORTY TWO AND 00/100 DOLLARS ($1,060,442.00), or the outstanding principal amount of the Additional Term Loans 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 Additional 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 Additional Term Loans 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 one of the Additional Term Loan Notes 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, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (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' fee, 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. (Remainder of page intentionally left blank.) 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/ Frederick J. Erickson ------------------------------------------ Frederick J. Erickson Vice President of Finance -----END PRIVACY-ENHANCED MESSAGE-----