10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the fiscal year ended June 30, 2002
[  ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the transition period from _______________ to _______________

Commission File Number 0-9385

BULL RUN CORPORATION

(Exact name of registrant as specified in its charter)

Georgia	58-2458679
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4370 Peachtree Road, N.E., Atlanta, GA	30319
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 266-8333

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: None Name of each exchange on which registered: N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value
(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X] Yes   [  ] No

     Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

     The aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, 2002 was $17,742,118 based on the closing price thereof on The Nasdaq Stock Market.

     The number of shares outstanding of the registrant’s Common Stock, par value $.01 per share, as of September 30, 2002, was 38,006,384.

DOCUMENTS INCORPORATED BY REFERENCE

Documents	Form 10-K Reference
None	not applicable

BULL RUN CORPORATION

FORM 10-K INDEX

PART I

		Page
Item 1.	Business		3
Item 2.	Properties		9
Item 3.	Legal Proceedings		9
Item 4.	Submission of Matters to a Vote of Security Holders		9
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		10
Item 6.	Selected Financial Data		11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 8.	Financial Statements and Supplementary Data		32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		62
PART III
Item 10.	Directors and Executive Officers of the Registrant		62
Item 11.	Executive Compensation		63
Item 12.	Security Ownership of Certain Beneficial Owners and Management		67
Item 13.	Certain Relationships and Related Transactions		69
Item 14.	Controls and Procedures		70
PART IV
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		71

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PART I

Item 1. Business

General

     Bull Run Corporation (the “Company” or “Bull Run”), a Georgia corporation based in Atlanta, is a sports, affinity marketing and management company through its primary operating subsidiary, Host Communications, Inc. (“Host”), acquired in December 1999. Host’s “Collegiate Marketing and Production Services” business segment provides sports marketing and production services primarily to a number of collegiate conferences and universities and the National Collegiate Athletic Association (the “NCAA”). Host’s “Affinity Events” business segment produces and manages individual events and several events series, including “NBA Hoop-It-Up®” (the National Basketball Association’s official 3-on-3 basketball tour) and the “Got Milk? 3v3 Soccer Shootout” (Major League Soccer’s official 3-on-3 soccer tour). Host’s “Affinity Management Services” business segment provides associations, such as the National Tour Association and Quest (the J.D. Edwards users group association), with services ranging from member communication, recruitment and retention, to conference planning, Internet web site management, marketing, sales representation and administration.

     Effective December 17, 1999, the Company acquired (the “Host-USA Acquisition”) the stock of Host, Universal Sports America, Inc. (“USA”) and Capital Sports Properties, Inc. (“Capital”) not then owned, directly or indirectly, by the Company. In January 2000, Host’s executive management team assumed executive management responsibilities for USA, and many administrative and operating functions of the two companies were combined. Effective July 1, 2000, USA was merged into Host. Capital was solely an investor in Host and has no operating business.

     The Company also has significant investments in other sports, media and marketing companies, including Gray Television, Inc. (“Gray”, formerly known as Gray Communications Systems, Inc.), the owner and operator of 13 television stations, four newspapers and other media and communications businesses; Rawlings Sporting Goods Company, Inc. (“Rawlings”), a supplier of team sports equipment; and iHigh, Inc. (“iHigh”), an Internet and marketing company focused on high school students. The Company has provided consulting services to Gray in connection with Gray’s acquisitions and dispositions.

     As of June 30, 2002, the Company owned approximately 12.9% of the outstanding common stock of Gray (representing 26.1% of the voting rights), in addition to non-voting preferred stock and warrants to purchase additional Gray common stock; 10.1% of the outstanding common stock of Rawlings; and 35.1% of the outstanding common stock of iHigh.

     On September 25, 2002, the Company changed its fiscal year end from June 30 to a new fiscal year end of August 31.

     For financial information for each of our business segments described below, see Note 18 of the Notes to Consolidated Financial Statements appearing in Item 8 “Financial Statements and Supplemental Data.”

Collegiate Marketing and Production Services Segment

     NCAA Group – Host has had a relationship with the NCAA since 1975. Beginning as an agreement to administer radio rights and form a national NCAA Radio Network for the men’s Final Four®, the services rendered by Host expanded to publishing, Internet and corporate marketing representation, including the exclusive licensing of various NCAA trademarks.

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     In 1984, Host and the NCAA initiated the NCAA Corporate Partner Program. Under this Program, the Company partnered with an exclusive group of corporations to link their target markets to, and implement promotions around, NCAA championships through a variety of advertising and promotional opportunities. Host’s contract with the NCAA (the “Host-NCAA Contract”) ended on August 31, 2002. Under an agreement signed July 1, 2001 and effective September 1, 2002, Host agreed to continue its services on behalf of the NCAA as a sublicensee to CBS Sports. The agreement with CBS Sports (the “Host-CBS Contract”) provided Host certain marketing, licensing and media rights, including the administration of the NCAA Corporate Partner Program. In August 2002, CBS Sports and Host discussed the parties’ desire to modify their relationship. In September 2002, CBS Sports and Host restructured their relationship and a new agreement was executed. The new agreement modified the rights provided to Host under the initial agreement and, except for an annual rights fee ranging from $300,000 to $350,000 payable by Host to CBS Sports, eliminated a $575 million guaranteed rights fee commitment payable by Host to CBS Sports over the original 11-year term of their agreement. Under the new agreement, Host will: (a) have the exclusive rights to produce, distribute and sell game programs and publications in connection with 87 NCAA championships; (b) engage in merchandise licensing utilizing registered marks of the NCAA and its championships; (c) coordinate, promote and operate the “Hoop City” festival interactive events at the Men’s and Women’s Final Four Division I basketball championships; and (d) assist with sales and administration of the NCAA Corporate Partner Program to the extent deemed necessary by CBS Sports. The agreement is for a four-year term, with the final two years at CBS Sports’ sole discretion.

     Collegiate Sports – The Company, through Host, provides sports and marketing services for a number of NCAA Division I universities and conferences. The agreements relating to the services rendered by the Company vary by school or conference, but typically provide for some or all of the following: (a) the production of radio and television broadcasts of certain athletic events and coaches’ shows; (b) sale of advertising during radio and television broadcasts of games and coaches’ shows; (c) sale of media advertising and venue signage; (d) sale of “official sponsorship” rights to corporations; (e) publishing, printing and vending of game-day and other programs; (f) creative design of materials; video production; construction and management of Internet web sites; and (g) coaches’ endorsements and pay-per-view telecasts. Universities with which the Company has agreements are Florida State, Kentucky, Michigan, Mississippi State, Notre Dame, Purdue, South Carolina, Southern Methodist, Tennessee and Texas. The Company currently has marketing agreements with the Metro Atlantic Athletic, Horizon, Southeastern and Southern Conferences. The Company also has marketing rights to the Southwestern Bell Red River Shootout featuring the University of Texas and University of Oklahoma’s annual football rivalry, and the Lone Star Showdown football game featuring Texas and Texas A&M University.

     The Company publishes Dave Campbell’s Texas Football Magazine and has marketing rights to two interstate high school football all-star games, the “Oil Bowl” game featuring high school all-stars from Texas playing those from Oklahoma, and the Shriner’s California versus Texas all-star game. In addition, the Company has the rights to an annual series of football games that features six prominent Texas high school teams. The Company also partners with the Texas Radio Network and Fox SportsNet to broadcast and televise key high school championship events.

     Integrated Media Group – The Company produces more than 700 publications annually for a variety of clients, including the NCAA, college football conferences, universities, and various collegiate associations. The Company’s publications include game programs, media guides, posters and marketing brochures, including more than 60 NCAA championship programs in 21 sports and specialty publications, such as the official NCAA Basketball Championship Guide. The Company also provides high quality printing services for corporations and non-profit

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organizations nationwide, consisting of directories, annual reports, brochures, posters, programs and catalogs.

     The Company produces television programs, videos, radio broadcasts, commercial audio and Internet related services. The Company administers all contracts with all networks and stations that originate NCAA championship radio broadcasts. The Company administers the regional radio networks of 11 NCAA Division I universities and three conferences. The Company’s digital recording studios handle network quality soundtracks for radio, television and multi-image presentations.

     The Company has collaborated with NCAA On-line and iHigh on www.finalfour.net, the official site for the NCAA Division I Men’s and Women’s Basketball Championships, and the College World Series’ official site. Other web sites developed and managed by Host include those for Quest (the J.D. Edwards software user group association), the International SPA Association and the National Tour Association.

Affinity Events Segment

     The Company’s Affinity Events division produces and manages large participatory sporting events throughout the United States and internationally. In connection with these events, the Company provides professional marketing and management services to corporations looking to supplement their own sales and promotional activities with sports-based events that target specific participating audiences and demographics. “NBA Hoop-It-Up®”, held in approximately 40 U.S. cities and approximately 7 cities in Canada each year, is the official 3-on-3 basketball tournament of the National Basketball Association and NBC Sports. NBA Hoop-It-Up’s Germany extension, the “TD-1 Basketball Challenge” held in 7 cities in 2002, was managed by the Company’s Paris, France office in collaboration with NBA Europe. In August 2002, the Company closed the Paris office and discontinued the European tour.

     Beginning in September 2000 with the acquisition of Summit Sports & Events, Inc. (“Summit”), the Company began operating a participatory soccer tour. The “Got Milk? 3v3 Soccer Shootout,” Major League Soccer’s official 3-on-3 soccer tour, is held in approximately 75 U.S. cities, and includes a series of “national championship” matches held at Disney World in Orlando, Florida. On June 30, 2000, Summit was merged into Host.

     The Company creates and executes events for corporate clients, including the “SBC Cotton Bowl Fanfest” and the “Sony TechPit” mobile marketing unit, which travels to NASCAR’s Winston Cup races.

     The Company capitalizes on developing and implementing customized event marketing platforms for corporations looking to reach certain affinity groups. For example, the Company helped create and managed the “Tampax Total You Tour” for the Procter & Gamble brand, which traveled to college campus sites and other urban locations to effectively reach the brand’s core target audience, African-American females, ages 18 - 24. This tour was awarded a Silver Anvil by the Public Relations Society of America for having the best multicultural public relations program in 1999.

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Affinity Management Services Segment

     The Affinity Management Services segment, doing business as Affinity Management International, provides a full range of management services to a number of associations, including the National Tour Association (which has been a client since 1974), Quest (the J.D. Edwards software user group association), the National Athletic Trainers’ Association and the International SPA Association. The Company’s services include association management, financial reporting, accounting, marketing, publishing, government lobbying, education, event management, Internet web site management and membership growth activities.

Consulting Segment

     The Company has provided consulting services to Gray from time to time in connection with Gray’s acquisitions, dispositions and acquisition financing. Consulting services have included transaction search, analysis, due diligence, negotiation and closing. Fees have generally been based on a rate of 1% of transaction value. Gray has stated that it does not intend to engage the Company for such services in the future.

Investment in Affiliated Companies

     The Company currently owns approximately 12.9% of the total outstanding common stock (representing approximately 26.1% of the voting power) of Gray. The Company also owns warrants to purchase additional shares of Gray common stock. Parties affiliated with the Company, including officers and directors of the Company and companies of which they are principal stockholders and/or executive officers, currently own approximately an additional 12.9% of Gray common stock (representing approximately an additional 26.1% of the voting power in Gray).

     Gray is a communications company headquartered in Atlanta, Georgia, which currently operates:

     (a)  three NBC-affiliated television stations — WEAU-TV in Eau Claire-La Crosse, Wisconsin; WJHG-TV in Panama City, Florida; and WITN-TV, in the Greenville-Washington-New Bern, North Carolina market;

     (b)  ten CBS-affiliated television stations — WCTV-TV in Tallahassee, Florida; WVLT-TV in Knoxville, Tennessee; WKYT-TV in Lexington, Kentucky; WYMT-TV in Hazard, Kentucky; WRDW-TV in Augusta, Georgia; KOLN-TV in Lincoln, Nebraska; KGIN-TV in Grand Island, Nebraska; KWTX-TV in Waco, Texas; KBTX-TV, a satellite station of KWTX-TV located in Bryan, Texas; and KXII-TV in the Sherman, Texas / Ada, Oklahoma market.

     (c)  four daily newspapers, The Albany Herald in Albany, Georgia; The Rockdale Citizen and The Newton Citizen in Conyers, Georgia; the Gwinnett Daily Post in Lawrenceville, Georgia; and The Goshen News in Goshen, Indiana;

     (d)  Lynqx Communications, a satellite transmission and production services business based in the southeastern United States; and

     (e)  GrayLink, a communications and paging business in the Southeast.

     In June 2002, Gray announced that it had entered into a pending merger transaction with Stations Holding Company, Inc. by which Gray will acquire 15 additional television stations for cash consideration of approximately $502.5 million. Also, in September 2002, Gray announced that it had entered into an agreement to purchase KOLO-TV in Reno, Nevada in a separate transaction for $41.5 million. Upon completion of these two transactions, Gray will

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own a total of 29 television stations serving 25 markets. The stations will include 15 CBS affiliates, 7 NBC affiliates and 7 ABC affiliates. The combined station group will have 22 stations ranked #1 in both viewing audience and local news audience within their respective markets. The combined group will reach approximately 5% of total U.S. TV households. In addition, with 15 CBS affiliated stations, Gray will be the largest independent owner of CBS affiliates in the country. The combined station group will have a significant presence in the Southeast, Southwest, Midwest and Great Lakes regions of the United States. These transactions are currently expected to close by December 2002. Gray previously reported its intention to finance a portion of the costs of these transactions by issuing a combination of equity and debt securities. As part of this financing effort, in September 2002 Gray completed the follow-on sale of an additional $100 million of its 9 1/4% Senior Subordinated Notes due 2011. In September 2002, Gray announced its intention to commence a public offering of 27,500,000 shares of its common stock, plus up to 4,125,000 shares to cover over-allotments, if any. The net proceeds of this offering would be used to finance the pending and/or future acquisitions, refinance debt, and/or for general corporate purposes.

     J. Mack Robinson, the Company’s Chairman of the Board, Hilton H. Howell, Jr., the Company’s Vice President, Secretary and a director, and Robert S. Prather, Jr., the Company’s President and Chief Executive Officer and a director, are members of Gray’s board of directors. Mr. Robinson is also Chairman and the Chief Executive Officer of Gray, Mr. Prather is also President and Chief Operating Officer of Gray and Mr. Howell is Vice Chairman of Gray.

     From November 1997 through January 1998, the Company accumulated approximately 10.1% of Rawlings common stock in the open market. Pursuant to a standstill agreement with Rawlings, which terminates in July 2003, the Company is restricted from acquiring additional shares of Rawlings common stock or participating in corporate events relating to Rawlings, including proxy contests and tender offers, subject to specified exceptions. Rawlings, headquartered near St. Louis, Missouri, is a leading supplier of team sports equipment in North America and, through its licensee, of baseball equipment and uniforms in Japan. Rawlings operates manufacturing facilities throughout the United States and in Costa Rica, as well as warehouse/distribution centers in the United States and Canada.

     At the time of the Host-USA Acquisition, Host owned shares of iHigh common stock and as of June 30, 2002, the Company, through Host, owned approximately 35.1% of the outstanding common stock of iHigh.

     As of June 30, 2002, the Company’s investment in Gray represented approximately 16% of the Company’s total assets; the investment in Rawlings represented approximately 3% of the Company’s total assets; and the investment in iHigh represented approximately 1% of the Company’s total assets.

Sales and Marketing

     The Company provides sponsorship opportunities to a variety of corporate clients, typically ranging from one to five years in length. The Company also provides sports and marketing services for a number of NCAA Division I universities and conferences, under contracts typically ranging from three to five years in length. The Company intends to continue to seek long-term sponsorship agreements.

     The Company employs a full-time national sales and marketing staff and has dedicated a senior group of sales and marketing executives to identify potential client relationship opportunities and promote the Company’s expertise and range of services. The Company solicits prospective clients through its managers responsible for business development and through personal contacts by members of the Company’s senior management. When a new

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account is established, the Company immediately assigns a sales executive to the client to ensure that the client’s needs are met and to seek out further opportunities to expand the relationship. Generally, account managers are assigned several different clients, which may be comprised of a number of businesses or divisions, departments or groups within the same business. In addition, the personnel that staff the Company’s offices on university campuses and at athletic conference locations are responsible for soliciting local sponsors and advertisers.

Competition

     As a provider of marketing services, the Company competes with suppliers of traditional advertising in broadcast and print media as well as with other marketing service producers and internal marketing programs. The competition for brand marketing expenditures is very intense and highly fragmented. The Company believes that in certain of its business segments, certain of its competitors have capabilities and resources comparable to and in some respects greater than those of the Company; however, the Company does not believe that there is any other competitor that currently provides all of the marketing and integrated media services offered by the Company. The Company’s success will depend on its ability to create value-added marketing opportunities that utilize its uniquely wide range of service capabilities.

Seasonality

     The Company’s Collegiate Marketing and Production Services business is seasonal, in that the majority of the revenue and operating profit is derived from the period beginning in September and concluding in March, since much of the revenue derived in this segment is related to events and promotions held during the collegiate football and basketball seasons.

     The Company’s Affinity Events business is seasonal, in that the majority of the revenue and operating profit is derived during the period beginning in March and ending in September, since much of the revenue derived in this segment is currently generated during the NBA Hoop-It-Up 3-on-3 basketball tour.

Employees

     The Company has approximately 400 employees, of whom, approximately 250 are employed by Host at its Lexington, Kentucky facilities and approximately 50 are employed by Host at its Dallas, Texas facility. The Company is not a party to any collective bargaining agreements and believes its relations with its employees are satisfactory.

Executive Officers

     The information contained in Item 10 hereof is incorporated herein by reference.

Discontinued Segment — Datasouth

     The Company formerly marketed and sold heavy-duty dot matrix and thermal printers under the “Datasouth” name. The Company decided to discontinue its Datasouth business segment as a result of the strategic decision to focus on the sports and affinity marketing and management businesses following the Host-USA Acquisition. The Company consummated a sale of Datasouth’s business on September 29, 2000. For additional information with respect to this business segment, including financial reporting as a discontinued operation, see “Management’s Discussion and Analysis – Results of Discontinued Operations” and Note 4 to the Company’s Consolidated Financial Statements.

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Item 2. Properties

     The Company’s executive offices are located in Atlanta, Georgia in approximately 2,000 square feet of office space leased from Delta Life Insurance Company, an affiliate of J. Mack Robinson, the Company’s Chairman of the Board. The lease expires in December 2002, subject to several renewal options on the part of the Company.

     The Company owns seven acres of land and a building with approximately 25,000 square feet of production, office and warehouse space in Lexington, Kentucky for Host’s Printing and Publishing Divisions. Host also has approximately 50,500 square feet of office space under three leases in Lexington expiring beginning in January 2003; approximately 48,600 square feet of office space under lease in Dallas, Texas through December 2005, of which, approximately 28,600 is subleased through December 2005; and approximately 4,300 square feet of office space under lease in New York City through August 2010. Host also has small regional and local field offices primarily located close to the universities and conferences with which it has contracts.

Item 3. Legal Proceedings

     On February 12, 1999, Sarkes Tarzian, Inc. (“Tarzian”) filed a complaint in the United States District Court for the Southern District of Indiana against the Company and U.S. Trust Company of Florida Savings Bank as Personal Representative of the Estate of Mary Tarzian (the “Estate”). On May 3, 1999, the action was dismissed without prejudice against the Company, leaving the Estate as the sole defendant. The suit involves the Company’s acquisition of 301,119 shares of Tarzian common stock, $4.00 par value, from the Estate for $10 million on January 28, 1999. Tarzian claims that it had a binding and enforceable contract to purchase the Tarzian shares from the Estate prior to the Company’s purchase of such shares, and requests judgment providing that the contract be enforced. The Company contends that a binding contract between Tarzian and the Estate did not exist prior to the Company’s purchase of the Tarzian shares from the Estate. The Company does not believe that a judgment in favor of Tarzian in this litigation would have a materially adverse effect on the Company, because, among other reasons, the Company’s purchase agreement with the Estate provides that if a court of competent jurisdiction awards title to the shares to a person or entity other than the Company, the purchase agreement will be rescinded and the Estate will be required to pay the Company the full $10 million purchase price, plus interest. In December 2001, the Company sold its interest in Tarzian to Gray for $10 million.

     On January 8, 2002, the Company filed a complaint in the State Court of Fulton County, Georgia, against Ernst & Young LLP, claiming negligent misrepresentation. The Company claims that it placed significant reliance on Ernst & Young’s audit reports on the audited financial statements of Universal Sports America, Inc. issued prior to the Host-USA Acquisition in December 1999, and that those financial statements contained material errors. The State Court of Fulton County has ruled that the matter is subject to binding arbitration.

Item 4. Submission of Matters to a Vote of Security Holders

     The Company did not submit any matter to a vote of security holders during the quarter ended June 30, 2002.

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Market Information

     The Company’s common stock, par value $.01 per share (the “Common Stock”), trades on The Nasdaq Stock Market under the symbol “BULL.” The following table sets forth for each period indicated the high and low sale prices for the Common Stock as reported by The Nasdaq Stock Market. Such prices reflect interdealer prices without adjustments for retail markups, markdowns or commissions.

	High		Low
Fiscal Year Ended June 30, 2001
First Quarter	$	3.13	$	2.00
Second Quarter		2.50		1.25
Third Quarter		2.34		1.13
Fourth Quarter		1.70		1.00
Fiscal Year Ended June 30, 2002
First Quarter	$	1.51	$	.78
Second Quarter		1.29		.47
Third Quarter		1.25		.53
Fourth Quarter		1.04		.58

Holders

     As of September 20, 2002, there were 2,370 holders of record of Common Stock.

Dividends

     Since its inception, the Company has not declared or paid a cash dividend on its Common Stock. It is the present policy of the Company’s Board of Directors to retain all earnings to finance the development and growth of the Company’s business. The Company’s future dividend policy will depend upon its earnings, capital requirements, financial condition and other relevant circumstances existing at that time. The Company’s bank credit agreement also contains restrictions on the Company’s ability to declare and pay dividends on the Common Stock.

Equity Plan Compensation Information

As of June 30, 2002:	(a)		(b)		(c)
	Number of securities		Weighted-average		Number of securities remaining
	to be issued upon exercise		exercise price of		available for future issuance under
	of outstanding options,		outstanding options,		equity compensation plans (excluding
Plan Category	warrants and rights		warrants and rights		securities reflected in column (a))
Equity compensation plans approved by security holders		5,459,443	$	1.18		680,205
Equity compensation plans not approved by security holders		—				—
Total		5,459,443	$	1.18		680,205

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Item 6. Selected Financial Data

     Set forth below are certain selected historical consolidated financial data of the Company. This information should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto appearing elsewhere herein, as well as “Management’s Discussion and Analysis.” The selected consolidated financial data as of and for the fiscal years ended June 30, 2002, 2001 and 2000, as of and for the six months ended June 30, 1999, as of December 31, 1998 and 1997 and for each of the years ended December 31, 1998 and 1997 are derived from the audited consolidated financial statements of the Company. The selected consolidated financial data as of and for the six months ended June 30, 1998 are derived from unaudited condensed consolidated financial statements of the Company.

SELECTED FINANCIAL DATA
(Dollar and share amounts in thousands, except per share amounts)

OPERATING RESULTS:

											Six Months Ended						Year Ended
		Year Ended June 30,									June 30,						December 31,
		2002			2001			2000			1999			1998			1998			1997
														(unaudited)
Total revenue		$	113,072		$	120,337		$	72,000		$	609		$	652		$	1,618		$	681
Direct operating costs			(88,531	)		(81,421	)		(49,437	)
Selling, general and administrative			(32,773	)		(38,527	)		(21,891	)		(693	)		(691	)		(1,312	)		(1,039	)
Amortization of acquisition intangibles			(7,824	)		(4,267	)		(2,602	)
	Income (loss) from operations		(16,056	)		(3,878	)		(1,930	)		(84	)		(39	)		306			(358	)
Equity in earnings (losses) of affiliated companies			(1,962	)		(4,235	)		(2,533	)		(910	)		(61	)		6,337			(428	)
Correction of purchase price allocation									(11,330	)
Other income (expense) derived from investments in affiliates, net			242			(6,796	)		(2,360	)								1,680
Net change in value of derivatives			(3,345	)		2,988
Interest expense and other, net			(12,042	)		(11,891	)		(7,909	)		(1,858	)		(1,547	)		(3,162	)		(1,614	)
Income (loss) from continuing operations before income taxes, extraordinary item and cumulative effect of accounting change			(33,163	)		(23,812	)		(26,062	)		(2,852	)		(1,647	)		5,161			(2,400	)
Income tax benefit (provision)			7,257			6,228			5,077			911			509			(2,094	)		966
Income (loss) from continuing operations before extraordinary item and cumulative effect of accounting change			(25,906	)		(17,584	)		(20,985	)		(1,941	)		(1,138	)		3,067			(1,434	)
Extraordinary loss, net of tax			(627	)
Cumulative effect of accounting change, net of tax			(2,620	)		(1,120	)
Income (loss) from continuing operations			(29,153	)		(18,704	)		(20,985	)		(1,941	)		(1,138	)		3,067			(1,434	)
Income (loss) from discontinued operations, net of tax									(6,839	)		(266	)		(92	)		81			(234	)
Net income (loss)			(29,153	)		(18,704	)		(27,824	)		(2,207	)		(1,230	)		3,148			(1,668	)
Preferred dividends			(396	)
Net income (loss) available to common stockholders		$	(29,549	)	$	(18,704	)	$	(27,824	)	$	(2,207	)	$	(1,230	)	$	3,148		$	(1,668	)

See Notes to the Selected Financial Data on the following page.

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SELECTED FINANCIAL DATA, continued

EARNINGS (LOSS) PER SHARE:

											Six Months Ended						Year Ended
		Year Ended June 30,									June 30,						December 31,
		2002			2001			2000			1999			1998			1998		1997
														(unaudited)
Earnings (loss) per share — Basic:
	Income (loss) from continuing operations before extraordinary item and cumulative effect of accounting change	$	(0.72	)	$	(0.50	)	$	(0.72	)	$	(0.09	)	$	(0.05	)	$	0.14	$	(0.07	)
	Income (loss) from continuing operations	$	(0.81	)	$	(0.53	)	$	(0.72	)	$	(0.09	)	$	(0.05	)	$	0.14	$	(0.07	)
	Income (loss) from discontinued operations, net of tax	$	0.00		$	0.00		$	(0.24	)	$	(0.01	)	$	(0.01	)	$	0.00	$	(0.01	)
	Net income (loss)	$	(0.81	)	$	(0.53	)	$	(0.96	)	$	(0.10	)	$	(0.06	)	$	0.14	$	(0.08	)
Weighted average shares outstanding — Basic			36,485			35,307			29,044			22,330			22,098			22,189		21,302
Earnings (loss) per share — Diluted:
	Income (loss) from continuing operations before extraordinary item and cumulative effect of accounting change	$	(0.72	)	$	(0.50	)	$	(0.72	)	$	(0.09	)	$	(0.05	)	$	0.14	$	(0.07	)
	Income (loss) from continuing operations	$	(0.81	)	$	(0.53	)	$	(0.72	)	$	(0.09	)	$	(0.05	)	$	0.14	$	(0.07	)
	Income (loss) from discontinued operations, net of tax	$	0.00		$	0.00		$	(0.24	)	$	(0.01	)	$	(0.01	)	$	0.00	$	(0.01	)
	Net income (loss)	$	(0.81	)	$	(0.53	)	$	(0.96	)	$	(0.10	)	$	(0.06	)	$	0.14	$	(0.08	)
Weighted average shares outstanding — Diluted			36,485			35,307			29,044			22,330			22,098			23,182		21,302

FINANCIAL POSITION:

	As of June 30,											As of December 31,
	2002			2001			2000		1999			1998		1997
Working capital	$	(26,827	)	$	(16,951	)	$	5,449	$	(61,595	)	$	4,074	$	2,913
Investment in affiliated companies		25,115			50,399			64,782		73,994			63,361		50,284
Total assets		160,999			206,538			222,306		99,903			90,694		70,618
Long-term obligations		98,091			107,693			122,794		—			51,848		41,998
Stockholders’ equity		4,131			37,604			51,864		25,279			27,022		21,499
Current ratio		0.5			0.7			1.1		0.1			2.4		1.7
Book value per share	$	0.11		$	1.05		$	1.48	$	1.13		$	1.21	$	1.01

NOTES TO THE SELECTED FINANCIAL DATA

The changes from year to year are primarily a result of the following items:

2002 -	Sale of investments in Gray preferred stock and Tarzian common stock with such proceeds being applied to long-term debt; acceleration of costs and expenses, including intangibles amortization expense, as a result of a change in a significant contractual relationship; bank agreement modified in October 2002 to extend maturity date to September 30, 2003; anticipated reductions in long-term debt of up to approximately $15 million by June 30, 2003 (classified as a current liability as of June 30, 2002)
2001 -	Includes first full year of operating results for subsidiaries acquired in December 1999; $9.0 million pretax charge recognized to reduce book value of certain equity investments; certain derivatives reported in the balance sheet at fair value of $8.2 million as of June 30, 2001, with net change in fair value of $3.0 million recognized as income in 2001 and the fair value as of July 1, 2000 of $(1.1) million (net of tax) as the cumulative effect of an accounting change; bank credit agreement modified in July 2001 to extend the maturity date and require an aggregate of $20 million in principal payments by December 2001.
2000 -	Acquisition of Host, USA and Capital in December 1999 financed with common stock, options to acquire common stock and long-term debt. (See Note 3 to the consolidated financial statements.)
1999 -	Investment in Tarzian, financed with short-term debt; all amounts outstanding under long-term debt agreements were classified as current liabilities until December 1999, when the obligations were refinanced.
1998 -	Equity in the earnings attributable to Gray’s gain on disposal of a television station; additional investments in Rawlings; and investment in Total Sports.

No dividends were declared or paid during the periods presented.

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Item 7. Management’s Discussion and Analysis

OVERVIEW

Bull Run Corporation (“Bull Run” or the “Company”), based in Atlanta, Georgia, is a sports and affinity marketing and management company through its primary operating business, Host Communications, Inc. (“Host”), acquired in December 1999. Host’s “Collegiate Marketing and Production Services” business segment provides sports marketing and production services to a number of collegiate conferences and universities, and for and on behalf of the National Collegiate Athletic Association (“NCAA”). Host’s “Affinity Events” business segment produces and manages individual events and several events series, including “NBA Hoop-It-Up®” (the National Basketball Association’s official 3-on-3 basketball tour) and the “Got Milk? 3v3 Soccer Shootout” (Major League Soccer’s official 3-on-3 soccer tour). Host’s “Affinity Management Services” business segment provides associations such as the National Tour Association and Quest (the J.D. Edwards users group association), with services ranging from member communication, recruitment and retention, to conference planning, Internet web site management, marketing and administration.

The Company also has significant investments in other sports, media and marketing companies, including Gray Television, Inc. (“Gray”, formerly known as Gray Communications Systems, Inc.), the owner and operator of 13 television stations, four newspapers and other media and communications businesses; Rawlings Sporting Goods Company, Inc. (“Rawlings”), a supplier of team sports equipment; and iHigh, Inc. (“iHigh”), an Internet and marketing company focused on high school students. The Company has provided consulting services to Gray in connection with certain of Gray’s acquisitions and dispositions.

As of June 30, 2002, the Company owned approximately 12.9% of the outstanding common stock of Gray (representing 26.1% of the voting rights), in addition to warrants to purchase additional Gray common stock; 10.1% of the outstanding common stock of Rawlings; and 35.1% of the outstanding common stock of iHigh. The Company’s investments in non-voting Gray preferred stock were sold in September 2001. In December 2001, the Company sold its investment in Sarkes Tarzian, Inc. (“Tarzian”) to Gray. The Company owned 33.5% of the total outstanding common stock of Tarzian both in terms of the number of shares of common stock outstanding and in terms of voting rights (representing 73% of the equity of Tarzian for purposes of dividends, as well as distributions in the event of any liquidation, dissolution or other termination of Tarzian).

On September 25, 2002, the Company changed its fiscal year end from June 30 to a new fiscal year end of August 31. As a result of this change, the Company’s quarterly reporting periods will be, subsequent to the transition period from July 1, 2002 to August 31, 2002, comprised of three calendar months ending November 30, February 28 (or 29), May 31 and August 31.

HOST-USA ACQUISITION

On December 17, 1999, the Company acquired the stock of Host, Universal Sports America, Inc. (“USA”) and Capital Sports Properties, Inc. (“Capital”) not previously owned, directly or indirectly, by the Company (the “Host-USA Acquisition”). Aggregate consideration (net of cash acquired) was approximately $116.9 million, which included Common Stock (totaling 11,687,000 shares) and stock options (for a total of 2,819,000 shares of Common Stock) valued at approximately $52.3 million, 8% subordinated notes having a face value of approximately $18.6 million, cash (net of approximately $9.7 million in cash acquired) of $44.8 million and transaction expenses of approximately $1.2 million. The Company allocated $24.5 million of the Host-USA Acquisition purchase price to identifiable intangible assets and

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recorded goodwill in the amount of $62.7 million. As of June 30, 2002, goodwill and acquired intangibles, net of accumulated amortization, were approximately 49% of the Company’s total assets.

Prior to the Host-USA Acquisition, the Company accounted for its investment in Host and Capital under the equity method, and for its investment in USA under the cost method. Beginning December 17, 1999, the financial results of Host, USA and Capital have been consolidated with those of the Company.

DISPOSAL OF COMPUTER PRINTER OPERATIONS

In July 2000, the Company’s Board of Directors authorized the sale of Datasouth Computer Corporation (“Datasouth”), the Company’s wholly owned computer printer manufacturing business segment. The Company’s decision to discontinue its Datasouth segment was attributable to the strategic decision to focus on the sports and affinity marketing and management businesses following the Host-USA Acquisition. The Company consummated a sale of Datasouth’s operating assets in September 2000. Accordingly, the operating results and net assets associated with Datasouth’s computer printer manufacturing business as of and for the year ended June 30, 2001 and all prior periods presented herein have been reflected as discontinued operations in the accompanying consolidated financial statements.

An estimated loss on the sale of Datasouth of $6,522,000, including a $350,000 pretax provision for estimated operating losses during the disposal period, was combined with Datasouth’s operating results and presented as discontinued operations in the consolidated financial statements for the year ended June 30, 2000. As of June 30, 2002, remaining proceeds on the sale of Datasouth of approximately $3,400,000 are estimated to be due and payable to the Company in variable quarterly installments. Actual amounts ultimately realized on the sale could differ materially from the amounts assumed in arriving at the loss on disposal. To the extent actual proceeds differ from the estimates that are reflected as of June 30, 2002, or as management’s estimates are revised, the variance will be reported in discontinued operations in future periods.

CERTAIN RELATIONSHIPS

J. Mack Robinson, Chairman of the Board of the Company, is Chief Executive Officer and as of September 2002, the Chairman of the Board of Gray (having formerly been Gray’s President and Chief Executive Officer and a director), and the beneficial owner of Gray common stock representing approximately 54.6% of the combined voting power of Gray’s two classes of common stock as of June 30, 2002. Robert S. Prather, Jr., President, Chief Executive Officer and a director of the Company, is a director of Gray and was named President and Chief Operating Officer of Gray in September 2002 (having formerly been an executive vice president of Gray), and the beneficial owner of Gray common stock representing approximately 38.2% of the combined voting power of Gray’s two classes of common stock. Hilton H. Howell, Jr., the Company’s Vice President and Secretary, is a director of Gray and was named Vice Chairman of Gray in September 2002 (having formerly been an executive vice president of Gray), and the beneficial owner of Gray common stock representing approximately 42.8% of the combined voting power of Gray’s two classes of common stock. Each of Messrs. Robinson, Prather and Howell’s beneficial ownership percentages includes the Company’s beneficial ownership of approximately 35.4% of the combined voting power of Gray’s common stocks. Beneficial ownership percentages noted above include warrants and options to acquire shares of Gray common stock were exercisable on, or within 60 days after, June 30, 2002.

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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company considers the following accounting policies to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results.

Goodwill and Other Intangible Assets —
Goodwill and purchased intangible assets (i.e., customer relationships and trademarks) associated with the Host-USA Acquisition were amortized over their estimated useful lives on a straight-line basis until June 30, 2001. Effective July 1, 2001, the Company adopted Financial Accounting Standards Board Statement No. 142, “Accounting for Goodwill and Other Intangible Assets,” (“FAS 142”) which changed the Company’s accounting for the goodwill and certain other intangible assets acquired in the Host-USA Acquisition, and also affected the Company’s accounting for its equity in earnings (losses) of affiliated companies. In accordance with FAS 142, commencing July 1, 2001, the Company ceased amortizing the unamortized amount of goodwill and trademarks, but the Company is now required to periodically assess the carrying value of goodwill and trademarks associated with each of five distinct business units that comprise three business segments of the Company to determine if an impairment in value has occurred. The initial impairment test has been completed, and the Company concluded that the carrying amount of goodwill and trademarks as of July 1, 2001 for each business unit acquired in the Host-USA Acquisition did not exceed its net realizable value. Therefore, the adoption of FAS 142 had no effect on the Company’s financial statements as of July 1, 2001. In August 2002, the Company agreed to significantly modify the terms of an agreement that originally provided for the continuation of a significant customer relationship. The terms of such modification were substantial enough that the Company accelerated amortization of $6,582,000 of its customer base intangible asset at June 30, 2002. The remaining value assigned to customer relationships will continue to be amortized over a 16-year average life, at a rate of approximately $680,000 per year, except for a specific customer relationship having a carrying value of $1,161,750 that will be amortized on a straight-line basis through August 31, 2004, resulting in annual amortization expense of approximately $536,000 during that period. The use of a 16-year average life of customer relationships amortized on a straight-line method is not materially different than using the estimated life of each individual relationship using a systematic allocation method. Goodwill and intangible assets, net of accumulated amortization, were $75,064,000 as of June 30, 2002 and $82,888,000 as of June 30, 2001, of which, goodwill was $57,862,000 as of both dates.

FAS 142 also eliminated the requirement to amortize the excess of the Company’s investment over the underlying equity of the Company’s equity method investments, to the extent that such excess is attributable to indefinite life intangible assets. The carrying value of the Company’s investment in Gray of $19,060,000 as of June 30, 2002 is largely dependent on Gray’s continuing assessment of the value of Gray’s goodwill, broadcast licenses, network affiliation agreements and other intangible assets. Impairment in Gray’s carrying value of its intangible assets could have a significant impact on the Company’s carrying value of its investment in Gray.

Deferred Income Taxes —
Deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on certain deferred tax assets if it is more likely than not that some or

15

all of these deferred tax assets will not be realized. As of June 30, 2002 the Company has a net deferred tax asset of $21,400,000, primarily due to net operating loss carryforwards for federal tax purposes that expire beginning in 2018, net of a valuation allowance of $1,275,000. The Company believes it will generate adequate taxable income from operations and/or the sale or other disposition of appreciated investment assets in an amount sufficient to realize the deferred tax asset.

Derivative Instruments and Hedging Activities —
Effective July 1, 2000, the Company adopted the Financial Accounting Standards Board’s Statement No. 133, “Accounting for Derivative Investments and Hedging Activities” (“FAS 133”). FAS 133 requires the Company to recognize all derivative instruments (i.e., warrants to purchase additional shares of Gray common stock and interest rate swap agreements) on the balance sheet at fair value. The aggregate fair market value of derivatives as of June 30, 2002 and 2001 of $9,464,000 and $8,218,000, respectively, is included in the Company’s balance sheet as a component of “Other assets.” The Company’s adoption of FAS 133 resulted in a decrease in Stockholders’ Equity and Total Assets of $1,120,000 as of July 1, 2000. Changes in the estimated fair value of derivatives that do not meet the specific criteria in FAS 133 for hedge accounting (and none of the Company’s derivative instruments have been determined to qualify for hedge accounting treatment) are included in the earnings (losses) reported for the period of the change. Management estimates the fair value of the warrants based on independent appraisals received on a quarterly basis, and estimates the fair value of interest rate swap agreements based on estimated market values provided by the counterparties to the swap agreements.

Valuation of Investments in Affiliated Companies —
The Company accounts for its investments in Gray and iHigh, and until December 31, 2001, Rawlings, by the equity method. Effective December 31, 2001, the Company began accounting for its investment in Rawlings as an “available-for-sale” marketable security. (See Notes 2, 6 and 17 to the Consolidated Financial Statements for a complete discussion of the accounting for the investment in Rawlings.) As a result, the Company’s carrying value of its investment in Rawlings is based on the closing price of Rawlings’ common stock as quoted on the Nasdaq Stock Market, and is reported on the balance sheet as a component of “Investment in affiliated companies.” As of June 30, 2002, the Company’s unrealized loss in its investment in Rawlings was $3,382,000, as reported net of deferred tax of $1,302,000, as “Other comprehensive accumulated loss”. If and when management believes that any or all of the remaining unrealized loss represents a permanent impairment in the estimated value of the investment in Rawlings, the estimated impairment amount would be charged to the earnings (losses) reported for the period in which that determination was made. Likewise, if management determines that the carrying value of those investments accounted for by the equity method become permanently impaired in whole or in part, the estimated amount of the permanent impairment would be charged to the earnings (losses) reported for the period in which that determination was made. In the fiscal year ended June 30, 2002, the Company recognized a charge of $2,822,000 related to management’s estimate of impairment in the carrying value of certain investments. Management has made such permanent impairment determinations in prior years as well, and accordingly in the period of such determination, the Company reduced the carrying value of the investment and reported an associated charge in its Statement of Operations.

LIQUIDITY AND CAPITAL RESOURCES

Credit Arrangements —
As of June 30, 2002, the Company’s indebtedness to its bank lenders was $93,907,000. Under agreements effective June 28, 2002, September 13, 2002 and October 11, 2002, the Company and its bank lenders amended the Company’s bank credit agreement to modify

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borrowing capacity restrictions, revise certain financial covenants, provide for certain scheduled principal payments, revise the maturity date of the obligations under the bank credit facility to September 30, 2003, and reduce the interest rate charged on outstanding borrowings, among other changes. Under the amended agreement, the Company must make scheduled payments on its term loans of at least $5,000,000 by each of January 15, 2003, April 15, 2003 and July 15, 2003. The amended agreement also requires the Company to maintain a minimum net worth amount at all times and requires the maintenance of minimum profitability thresholds determined quarterly. In order to facilitate funding the required principal payments, the Company will likely be required to (a) sell certain investment assets held by the Company; or (b) issue and sell equity securities of the Company, which may include the Company’s preferred stock; or (c) a combination thereof. Although there is no assurance that the Company will be able to effect the foregoing potential transactions or generate sufficient cash from these potential transactions within a time frame required by the bank lenders, on the basis of preliminary discussions with third parties, including affiliates, with whom such transactions may be consummated, the Company believes that it will be able to fund the scheduled principal payments in accordance with the terms of the amended bank credit facility. Prior to the maturity date, the Company will likely be required to refinance the total amount due and payable to the banks at that time. The Company’s debt to the banks is collateralized by a lien on all of the Company’s assets.

As amended in October 2002, the Company’s credit agreement provides for (a) two term loans for borrowings totaling $73,932,000, bearing interest at either the banks’ prime rate plus .75% or the London Interbank Offered Rate (“LIBOR”) plus 3.75%, requiring minimum aggregate principal payments of $5,000,000 by each of January 15, 2003, April 15, 2003 and July 15, 2003, with all amounts outstanding under the term loans due on September 30, 2003; and (b) a revolving loan commitment (the “Revolver”) for maximum borrowings of $20,000,000 until maturity on September 30, 2003, bearing interest at either the banks’ prime rate plus .75% or LIBOR plus 3.75%. Borrowings under the Revolver are allowed to exceed 100% of eligible accounts receivable, however amounts borrowed exceeding such threshold will bear an additional amount of interest at a rate of 2% per annum. As of October 11, 2002, borrowings of $20,000,000 were outstanding under the Revolver, and there was no additional available borrowing capacity under the Revolver at that date. The Company anticipates that it will continue to utilize fully the availability under the Revolver and invest any excess cash on hand in highly-liquid investments.

In August 2002, the Company received federal income tax refunds and accrued interest thereon of approximately $4,250,000 that was used by the Company to fund working capital requirements. In July 2002, the Company’s Chairman provided the Company short-term loans totaling $4,000,000 to increase the Company’s cash available for working capital purposes. On August 31, 2002, the loans were refinanced with the issuance of the Company’s convertible preferred stock to the Company’s Chairman having a face amount of $4,097,000. In September 2002, the Company’s Chairman and certain other affiliates of the Chairman invested an aggregate $3,000,000 in the Company’s convertible preferred stock, which was used by the Company for working capital purposes. Under the terms of the amended credit agreement, up to an additional $12,500,000 in funding for working capital purposes, if necessary, may be sourced from the issuance of equity securities, including shares of the Company’s redeemable preferred stock, or by the issuance of subordinated debt. Through October 11, 2002, the Company had sourced $7,097,000 of cash for working capital purposes from the previously-discussed issues of preferred stock to the Company’s Chairman and his affiliates. Therefore, the Company has the capacity to source an additional $5,403,000 of cash from the issuance of equity or debt securities during the remaining term of the credit facility.

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The Company’s Chairman of the board personally guarantees substantially all of the debt outstanding under the current credit facility, and if the Company is unable to meet its principal payment obligations under the recently amended credit facility, it is likely that the bank lenders would call the guarantee, thereby requiring the Chairman to repay the amount of the loan to the banks. Under the terms of his guarantee, the Chairman has the option to purchase the entire loan from the banks, and thereby would become the holder of the debt currently payable to the banks and the related lien on the Company’s assets. The guarantee amount will reduce in the future as principal payments are made to the bank lenders on the outstanding term loans.

In connection with the Host-USA Acquisition, the Company issued 8% subordinated notes, having an aggregate face value of $18,594,000. Interest is payable quarterly, and the notes had an original maturity date of January 17, 2003. Through October 11, 2002, holders representing an aggregate amount of approximately $18,200,000 of these subordinated notes agreed to amend the maturity date of their note, in substantially all cases, to January 17, 2006. It is anticipated that by no later than December 31, 2002, the remaining note holders will agree to the same or similar terms. Payment of interest and principal on all subordinated notes is subordinate to the Company’s bank credit agreement.

The Company met all of its principal payment requirements for the fiscal year ended June 30, 2002, reducing its term debt by $20,793,000. In order to meet these principal payment obligations, the Company, as anticipated by the Company at the time it agreed to the principal maturity schedule, sold its remaining investments in Gray preferred stock and its investment in Tarzian common stock, resulting in cash proceeds of $16,803,000. In addition, the Company issued shares of its series B convertible preferred stock, resulting in cash proceeds of $2,400,000.

The Company’s capital expenditures are not expected to exceed $600,000 for the year ending June 30, 2003. The Company’s cash flow is cyclical, in that during the period from July 1 through August 31, the Company historically uses more cash than is generated due to the seasonality of the Company’s predominant operating segment. During the period from January 1 through April 30, the Company has historically generated more cash than it uses, as this is generally the period during which the most substantial amount of revenue is derived from the Company’s predominant operating segment. The Company believes that although there is no borrowing capacity currently available under its revolving credit facility, the cash flow anticipated from operations beginning in October 2002 will be sufficient to fund the Company’s working capital, capital spending and interest payment requirements up to the September 30, 2003 maturity date of the bank credit facility. As previously discussed, the Company anticipates that the required principal payments to its bank lenders prior to September 30, 2003 will be made with proceeds from the sale of investment securities, issuance of equity securities or a combination thereof. The Company’s bank credit agreement, as amended, provides the Company the ability to issue additional subordinated debt or equity securities for cash proceeds of up to $5,403,000 without requiring an associated reduction in its outstanding debt to the banks.

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Historical Cash Flow Information — Summary —
The following summarizes the Company’s historical cash flow activities (amounts in 000’s):

		Year Ended June 30,
		2002			2001			2000
Cash flows from operating activities:
	Continuing operations	$	(5,321	)	$	(1,758	)	$	(117	)
	Discontinued operations		(127	)		2,126			676
Cash flows from investing activities:
	Continuing operation investing activities		15,691			2,695			(46,072	)
	Discontinued operation investing activities		843			2,347			(642	)
Cash flows from financing activities			(13,070	)		(3,392	)		46,451
Net increase (decrease) in cash and cash equivalents		$	(1,984	)	$	2,018		$	296

Historical Cash Flow Information — Cash Flows from Operating Activities —
The following summarizes the Company’s historical cash flows from operating activities (amounts in 000’s):

	Year Ended June 30,
	2002			2001			2000
Operating income (loss)	$	(9,474	)	$	(3,878	)	$	(1,930	)
Depreciation and amortization included in operations		9,342			5,917			3,656
Interest expense, net of interest and dividend income		(9,562	)		(10,735	)		(7,788	)
Net change in operating assets and liabilities		10,385			5,017			5,260
Other changes in operating cash flows		(6,012	)		1,921			685
Total cash flows from continuing operations		(5,321	)		(1,758	)		(117	)
Cash flows from discontinued operating activities		(127	)		2,126			676
Total cash flows from operating activities	$	(5,448	)	$	368		$	559

The Company’s total cash flows from continuing operations for each of the fiscal years ended June 30, 2002, 2001 and 2000 have been unfavorably affected as a result of interest expense, net of interest and dividend income, which has exceeded the Company’s operating income before non-cash depreciation and amortization expense.

The net change in operating assets and liabilities has had a favorable impact on total cash flows from continuing operations. In the fiscal year ended June 30, 2002, accounts receivable decreased $13,251,000 due to an acceleration of customer payments and a reduction in the total amount of revenue under contract as of June 30, 2002 compared to June 30, 2001; prepaid costs and expenses were comparable with the prior year, decreasing $428,000; and accounts payable and accrued expenses decreased $1,868,000 due to (a) a $7,265,000 decline in deferred revenue; less (b) a $1,722,000 increase in guaranteed rights fees and profit splits payable; less (c) a $1,152,000 increase in accounts payable; less (d) a $3,810,000 increase in incurred unbilled costs. Deferred revenue declined during the fiscal year ended June 30, 2002 due to a reduction in the amount of corporate sponsor contracts in place as of June 30, 2002 compared to June 30, 2001, and to a lesser extent, the decision of certain corporate sponsors to accelerate the termination date of their multi-year sponsorship contract with the Company from August 31, 2002 to June 30, 2002. The number and amount of corporate sponsor contracts in place as of June 30, 2002 compared to the prior year was directly affected by the fact that the Host-NCAA Contract ended in August 2002, and therefore NCAA corporate sponsorships sold by Host could not extend beyond August 2002. The result of amending the termination dates of certain sponsorship contracts in the fiscal year ended June 30, 2002 and the decision to modify the terms of the Host-CBS

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Contract in August 2002 was to accelerate revenue (and thereby decreasing deferred income) by approximately $1,500,000, and increasing accrued expenses (primarily guaranteed rights fees payable) by approximately $3,700,000. Accounts payable increased primarily due to the deferred payment of certain operating expenses at June 30, 2002 compared to June 30, 2001. Incurred unbilled costs increased as of June 30, 2002 compared to the prior year as a result of the differences in the timing of billings related to certain active projects as of June 30, 2002 compared to the active projects as of June 30, 2001.

In the fiscal year ended June 30, 2001, accounts receivable increased $833,000 primarily due to changes in the timing of billings for contracts in place as of June 30, 2001 compared to June 30, 2000; prepaid costs and expenses decreased $572,000 due to decreases in event management costs of the 2001 event tours compared to those during the 2000 event tours; and accounts payable and accrued expenses increased $4,271,000 primarily due to the deferred payment of certain operating expenses at June 30, 2001 compared to June 30, 2000. In the fiscal year ended June 30, 2000, accounts receivable and prepaid costs and expenses decreased $15,794,000 due to decreases (subsequent to the date of the Host-USA Acquisition) in prepaid costs under various contracts and accounts receivable, and accounts payable and accrued expenses decreased $11,585,000 primarily due to decreases (subsequent to the date of the Host-USA Acquisition) in the accruals for guaranteed rights payments and incurred unbilled costs under various contracts.

Other changes in operating cash flows include the income on Gray’s option to purchase the Company’s investment in Tarzian of $349,000, $1,289,000 and $810,000 in the fiscal years ended June 30, 2002, 2001 and 2000, respectively. The option commenced in January 1999 and was exercised in December 2001.

Accounts receivable, accounts payable and certain accrued expenses were retained by the Company to be liquidated and were not included in the sale of the Datasouth assets in September 2000. Therefore, during the fiscal year ended June 30, 2002, cash was used in discontinued operations due to the deferred payment of certain accrued obligations retained by the Company. During the fiscal year ended June 30, 2001, cash was provided by discontinued operations due to a decrease in inventories prior to the sale of Datasouth in September 2000, and a decrease in accounts receivable, net of accounts payable and accrued expenses, during the period subsequent to the sale. During the fiscal year ended June 30, 2000, cash was provided by the operating activities of the discontinued Datasouth operation due to decreases in accounts receivable and inventories, net of a decrease in accounts payable and accrued expenses, of $376,000.

Historical Cash Flow Information — Cash Flows from Investing Activities
The following summarizes the Company’s historical cash flows from investing activities (amounts in 000’s):

	Year Ended June 30,
	2002			2001			2000
Capital expenditures	$	(279	)	$	(1,166	)	$	(1,037	)
Investments in and acquisition of businesses		(705	)		(1,232	)		(45,315	)
Proceeds on sale or other disposition of investment assets		16,803			5,330			267
Other investing cash flows		(128	)		(237	)		13
Total cash flows from continuing operation investing activities		15,691			2,695			(46,072	)
Cash flows from discontinued operation investing activities		843			2,347			(642	)
Total cash flows from investing activities	$	16,534		$	5,042		$	(46,714	)

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In the fiscal year ended June 30, 2002, the Company sold its remaining investments in Gray series A and series B preferred stock and its investment in Tarzian common stock, resulting in proceeds of $16,803,000. The Company’s investments in Gray preferred stock were sold to a company affiliated with the Company’s Chairman and the Tarzian investment was sold to Gray under the terms of an option agreement of which Gray and the Company were parties thereto. In the fiscal year ended June 30, 2001, Gray redeemed $5,000,000 of its series B preferred stock owned by the Company. In the fiscal year ended June 30, 2000, the Company completed the Host-USA Acquisition, expending cash (net of cash acquired) of $45,315,000.

In the fiscal years ended June 30, 2002 and 2001, cash of approximately $879,000 and $2,400,000, respectively, was provided by investing activities of discontinued operations as a result of the proceeds on the sale of Datasouth, some of which were deferred until after the effective date of the sale. Cash used in investing activities of discontinued operations was $642,000 for the fiscal year ended June 30, 2000 due to capital expenditures of $84,000 and deferred cash payments of $558,000 for Datasouth’s acquisition of a printer business.

Historical Cash Flow Information — Cash Flows from Financing Activities
The following summarizes the Company’s historical cash flows from financing activities (amounts in 000’s):

	Year Ended June 30,
	2002			2001			2000
Net borrowings (repayments) on revolving lines of credit	$	5,600		$	5,175		$	(996	)
Net proceeds (repayments) on long-term debt		(20,793	)		(10,866	)		47,835
Issuance of preferred stock		2,400			3,000
Other financing cash flows		(277	)		(701	)		(388	)
Total cash flows from financing activities	$	(13,070	)	$	(3,392	)	$	46,451

In the fiscal year ended June 30, 2002 and 2001, the Company reduced its long-term debt as a result of proceeds received on the sale or other disposition of investment assets in addition to proceeds received on the sale of Datasouth. Proceeds on the issuance of the Company’s preferred stock to companies affiliated with the Company’s Chairman were used to reduce long-term debt in the fiscal year ended June 30, 2002 and were used to fund working capital needs in the fiscal year ended June 30, 2001. The financing of the Host-USA Acquisition included incremental borrowings of long-term debt in the fiscal year ended June 30, 2000. There were no discontinued operation financing activities in the fiscal years ended June 30, 2002, 2001 or 2000.

Commitments —
As of June 30, 2002, Host was obligated to a final guaranteed rights fee payment of $5,000,000 to the NCAA under the Host-NCAA Contract. Although the original contract with CBS Sports commencing September 1, 2002 obligated Host to an aggregate guaranteed rights fee of $575 million, of which, $40 million would have been payable during the initial contract year commencing September 1, 2002, Host has been relieved of substantially all of that obligation under the terms of a new agreement executed in September 2002.

The Company also commits under certain other contracts, which expire at varying times through 2006, to the payment of guaranteed rights fees. Future guaranteed rights fee commitments as of June 30, 2002, excluding those under the Host-NCAA Contract and the Host-CBS Contract, total approximately $15.3 million for the fiscal year ending June 30, 2003 and approximately $43.7 million over the entire remaining term of such contracts, which range from one to four years.

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The Company is a party to two interest rate swap agreements described in Note 9 to the Consolidated Financial Statements. The estimated cost of terminating the swap agreements, if the Company elected to do so, was approximately $2.5 million as of June 30, 2002.

Dividends on the Company’s series B preferred stock are payable annually at an annual rate of $90 per share in cash or in shares of the Company’s common stock, at the holder’s option, except that, until the second anniversary of the date of issuance, the Company has the option to pay such dividends in cash or in shares of the Company’s common stock. For purposes of determining the number of shares of common stock to be issued as payment of a dividend, the common stock is valued at the average Nasdaq closing price for the twenty trading days immediately preceding each dividend payment date. On July 1, 2002, the Company declared a dividend to its series B preferred stockholders of record as of June 15, 2002, and paid such dividend in July 2002, having an aggregate value of $408,000, in the form of 440,165 shares of the Company’s common stock.

RESULTS OF CONTINUING OPERATIONS — FISCAL YEAR ENDED JUNE 30, 2002 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2001

Results Derived from Operating Businesses —
Total revenues for the fiscal years ended June 30, 2002 and 2001 are summarized as follows (amounts in $000’s):

	Year Ended June 30,
	2002		2001
Collegiate Marketing and Production Services	$	79,099	$	85,019
Affinity Events		19,248		24,177
Affinity Management Services		14,714		11,117
Consulting		11		24
	$	113,072	$	120,337

Total revenues and operating results for the Collegiate Marketing and Production Services segment and the Affinity Events segment were unfavorably impacted in the fiscal year ended June 30, 2002 by the economic downturn and the resulting decline in corporate advertising and sponsorships, particularly during Host’s peak selling period for corporate advertising and sponsorships which was primarily from September 2001 through February 2002. The Company believes that sales of corporate sponsorships associated with the NCAA Corporate Sponsor Program were negatively affected in the fiscal year ended June 30, 2002 since the Host-NCAA Contract was due to expire on August 31, 2002. The Company believes that NCAA corporate sponsors strongly prefer multi-year renewable commitments over single-year commitments, given the required time that it takes for a corporate sponsor to activate promotional programs related to an NCAA corporate sponsorship. It was therefore very difficult for the Company to attract and sign new NCAA corporate sponsors or replace NCAA corporate sponsors whose contracts had expired. Even though Host had signed the Host-CBS Contract under which Host then had the ability to continue selling NCAA corporate sponsorships, due to the nature of the Host-CBS Contract, no existing NCAA corporate sponsor contracts could extend beyond the August 31, 2002 termination date of the Host-NCAA Contract. Due to the change in the licensing rights provided to Host under the terms of the restructured Host-CBS Contract compared to the Host-NCAA Contract, effective September 1, 2002, total revenues derived by the Collegiate Marketing and Production Services segment will be significantly less than in prior years, as will direct operating costs of services rendered, due to a significant reduction in guaranteed rights fees that were incurred in prior years to acquire such licensing rights. Total revenues for the Collegiate Marketing and Production Services segment were favorably affected by approximately $1,500,000 in the

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fiscal year ended June 30, 2002 as a result of amending the termination dates of certain sponsorship contracts during the fiscal year from August 31, 2002 to June 30, 2002.

There were no significant transactions consummated by Gray during the fiscal year ended June 30, 2002 or 2001 that generated any significant consulting fee income for the Company. As a result of the Company’s 12.9% equity investment in Gray, approximately 12.9% of consulting fees charged to Gray is not recognized as income by the Company until Gray chooses to amortize or otherwise reduce the book value of its goodwill, or upon a reduction in the Company’s proportionate ownership of Gray common stock. There can be no assurance that the Company will recognize any consulting fees in the future, however the Company anticipates recognizing consulting fee income of at least $4,350,000 by December 2002 as a result of the execution by Gray of a definitive agreement to acquire Stations Holding Company, Inc. (“Stations”). The Company has received a $5,000,000 deposit from Gray as its consulting fee for services performed in connection with Gray’s planned acquisition of Stations; however, the fee is refundable to Gray if Gray’s acquisition of Stations does not ultimately occur. Assuming consummation of Gray’s acquisition of Stations, at least approximately 87.1% of the $5,000,000 fee, or approximately $4,350,000, will be reported as income by the Company, and approximately 12.9%, or approximately $650,000, will be deferred and reported as income by the Company only under the circumstances described above.

Total operating costs and expenses for the fiscal years ended June 30, 2002 and 2001 are summarized as follows (amounts in $000’s):

	Year Ended June 30,
	2002		2001
Direct operating costs of services rendered	$	88,531	$	81,421
Selling, general and administrative		32,773		38,527
Amortization of acquisition intangibles		1,242		4,267
	$	122,546	$	124,215

Direct operating costs of services rendered increased for the fiscal year ended June 30, 2002 from the prior fiscal year due to increases in the direct cost of obtaining certain marketing rights from the NCAA, colleges and universities, and athletic conferences. The Company must commit under certain contracts to the payment of guaranteed rights fees and/or profit-sharing fees, and the total amounts incurred as guaranteed rights fees and profit-sharing fees historically increase each year under the terms of multi-year contracts and contract renewal agreements. The total amount expensed by the Company for guaranteed rights fees and profit-sharing fees was $54,664,000 for the fiscal year ended June 30, 2002 compared to $46,073,000 for the prior fiscal year. Direct operating costs of services rendered were increased in the fiscal year ended June 30, 2002 by approximately $3,300,000 as a result of the acceleration of termination dates of certain corporate sponsorship contracts to June 30, 2002 from August 31, 2002. As noted above, the Company anticipates that total revenues and total direct operating costs of services rendered for the Collegiate Marketing and Production Services segment will significantly reduce subsequent to June 30, 2002.

Selling, general and administrative costs declined for the fiscal year ended June 30, 2002 from the prior fiscal year due to a reduction in the Company’s workforce and a decrease in travel costs. During the fiscal year ended June 30, 2002, the Company reduced its workforce by eliminating certain positions, reorganizing certain responsibilities and terminating certain projects that were not currently or expected to generate an adequate operating profit. Total employee compensation costs included in selling, general and administrative expense were $19,197,000 for the year ended June 30, 2002 compared to $21,378,000 for the prior fiscal year. Travel costs were substantially reduced through efforts to operate more efficiently and

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control travel spending. As a result, total travel expense included in selling, general and administrative expense declined to $1,584,000 for the year ended June 30, 2002 compared to $3,555,000 for the prior fiscal year. It is anticipated that travel expenses will continue to decrease as a result of the restructuring of the Host-CBS Contract.

Amortization of acquisition intangibles, primarily attributable to the Host-USA Acquisition, declined for the fiscal year ended June 30, 2002 from the prior fiscal year as a result of the Company’s previously-discussed adoption of FAS 142, which eliminated the requirement to amortize goodwill and other acquisition intangible assets. As a result of the changes made to the Host-CBS Contract, the Company accelerated approximately $6,582,000 of amortization expense at June 30, 2002 pertaining to the customer base intangible asset, since such modifications significantly altered the contractual nature of the Company’s underlying relationship with the NCAA.

Operating income (loss) for the fiscal years ended June 30, 2002 and 2001 is summarized as follows (amounts in 000’s):

	Year Ended June 30,
	2002			2001
Collegiate Marketing and Production Services	$	(4,945	)	$	4,795
Affinity Events		(2,424	)		(3,837	)
Affinity Management Services		1,275			1,681
Consulting		11			24
Amortization of acquisition intangibles		(7,824	)		(4,267	)
Unallocated general and administrative costs		(2,149	)		(2,274	)
	$	(16,056	)	$	(3,878	)

Results Derived from Investments and Derivative Instruments —
Equity in earnings (losses) of affiliated companies, totaling $(1,962,000) for the fiscal year ended June 30, 2002 and $(4,235,000) for the fiscal year ended June 30, 2001 included (a) the Company’s proportionate share of the earnings or losses of (i) Gray; (ii) iHigh; and (iii) until December 31, 2001, Rawlings, net of (b) amortization charges totaling $684,000 in 2001. Subsequent to December 31, 2001, the Company accounts for its investment in Rawlings as an “available-for-sale” marketable security (see Notes 6 and 15 to the Consolidated Financial Statements). As a result of adopting FAS 142 effective July 1, 2001, which eliminated the requirement for amortizing goodwill and certain other intangible assets, no amortization was charged to the investment in affiliated companies in the fiscal year ended June 30, 2002, thereby having a favorable impact of approximately $566,000 on the current year equity in earnings (losses) of affiliated companies.

Interest and dividend income of $151,000 and $810,000 for the fiscal years ended June 30, 2002 and 2001, respectively, was primarily derived from dividends paid on the Company’s investment in Gray’s series A and series B preferred stock, all of which was sold by September 2001. Shares of Gray series A and series B preferred stock were sold in September 2001 for $6,803,000, resulting in a gain of $3,064,000. Shares of Gray series A preferred stock were redeemed by Gray in December 2000 for $5,000,000, resulting in a gain of $2,160,000.

In the fiscal year ended June 30, 2002, the Company recognized a charge of $2,822,000 associated with the estimated impairment in the value of certain of the Company’s investments. The determination to reduce the carrying amount of these investments was made based on management’s estimate of the amount that might ultimately be recovered on a sale or other disposition of the investment and management’s estimate of amounts which are

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committed to be invested in the future for which management does not reasonably anticipate recovery.

In the fiscal year ended June 30, 2001, Total Sports, Inc. (“Total Sports”) was sold to Quokka Sports Inc. (“Quokka”). In exchange for the Company’s investment in preferred and common stock of Total Sports, the Company received Quokka common stock and warrants to purchase Quokka common stock. During the fiscal year ended June 30, 2001, Quokka declared bankruptcy and discontinued its business operations. As a result, the Company reduced the book value of its investment in Quokka to zero, recording non-cash charges totaling $8,017,000. In addition to the charge taken to reduce the book value of its investment in Quokka, the Company also recognized charges totaling $939,000 associated with the estimated impairment in the value of other investments.

The net change in the value of certain derivative instruments, consisting of warrants to purchase Gray common stock and interest rate swap agreements, was $(3,345,000) and $2,988,000 for the fiscal years ended June 30, 2002 and 2001, respectively. The value of the derivative instruments declined in the fiscal year ended June 30, 2002 as a result of a decline on the value of the warrants, and a decline on the value of the interest rate swap agreements as variable interest rates declined. As a result of the previously-discussed adoption of FAS 133, the Company recognized the cumulative effect of the accounting change of $(1,120,000), representing the value of the derivatives as of July 1, 2000 of $(1,807,000), less a deferred tax provision of $687,000.

Other income for the fiscal years ended June 30, 2002 and 2001 consisted primarily of income from an option agreement with Gray whereby Gray had the right to acquire the Company’s investment in Tarzian. In December 2001, Gray exercised its option and acquired the investment in Tarzian for $10,000,000.

In the fiscal year ended June 30, 2002, the Company recognized an extraordinary loss of $(627,000), net of tax, as its proportionate share of an extraordinary loss recognized by Gray related to a charge resulting from Gray’s early extinguishment of debt.

In the fiscal year ended June 30, 2002, the Company recognized the cumulative effect of an accounting change of $(2,620,000), net of tax, as its proportionate share of a cumulative effect adjustment recognized by Gray in January 2002 in connection with a change in Gray’s accounting for goodwill and other intangible assets.

Interest Expense and Debt Related Costs —
Interest expense decreased to $9,713,000 for the fiscal year ended June 30, 2002 from $11,545,000 for the prior fiscal year, as a result of a reduction in long-term debt and declines in variable interest rates on which a significant amount of the debt is subject.

Debt issue cost amortization of $2,830,000 and $2,410,000 for the fiscal years ended June 30, 2002 and 2001, respectively, resulted from the amortization of costs paid in connection with obtaining bank financing, as well as amortization of the value of shares of the Company’s common stock issued to the Company’s Chairman, who has personally guaranteed the Company’s debt under its bank credit agreement. During the fiscal years ended June 30, 2002 and 2001, the Company issued approximately 1,055,000 shares and 874,000 shares, respectively, of common stock to the Company’s Chairman to compensate him for his personal guarantee. The value of the shares issued, approximately $753,000 in fiscal 2002 and $1,449,000 in fiscal 2001, is amortized over the period for which the shares provide compensation, and approximately $1,565,000 and $1,262,000 is included in debt issue cost amortization for the fiscal years ended June 30, 2002 and 2001, respectively.

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Income Taxes —
As of June 30, 2002, the Company had a net operating loss carryforward for tax purposes of approximately $48.5 million to reduce Federal taxable income in the future, and other tax credit carryforwards totaling approximately $600,000 to reduce regular Federal income tax liabilities in the future. As of June 30, 2002, the Company had a net deferred tax asset of $21,400,000, net of a valuation allowance established in the fiscal year ended June 30, 2002 of $1,275,000, primarily due to a net operating loss carryforward for federal tax purposes that expire beginning in 2018. The Company believes it will generate adequate taxable income from operations or the sale or other disposition of appreciated nonoperating assets in an amount sufficient to realize the deferred tax asset prior to expiration of the net operating loss carryforward. The principal differences between the federal statutory tax rate of 34% and the effective tax rate are nondeductible intangibles amortization expense, state income taxes and, for the fiscal year ended June 30, 2002, a change in the amount of the valuation allowance.

RESULTS OF CONTINUING OPERATIONS — FISCAL YEAR ENDED JUNE 30, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000

Results Derived from Operating Businesses —
Total revenues for the fiscal years ended June 30, 2001 and 2000 are summarized as follows (amounts in $000’s):

	Year Ended June 30,
	2001		2000
Collegiate Marketing and Production Services	$	85,019	$	54,443
Affinity Events		24,177		11,312
Affinity Management Services		11,117		4,934
Consulting		24		1,311
	$	120,337	$	72,000

Total revenues for the fiscal year ended June 30, 2000 included revenues of companies acquired in the Host-USA Acquisition only for the period from December 17, 1999 (date of acquisition) through June 30, 2000. Therefore, whereas the operating results for the year ended June 30, 2001 include operating results for the Collegiate Marketing and Production Services, Affinity Events and the Affinity Management Services business segments for an entire fiscal year, the results for these three segments reported for the year ended June 30, 2000 only include the results for the period from December 17, 1999 (date of acquisition) through June 30, 2000. Had the Host-USA Acquisition occurred as of or prior to July 1, 1999, the results for the fiscal year ended June 30, 2001 would have reflected a decline in total revenue of approximately 9.3% from $129,711,000 pro forma revenue for the fiscal year ended June 30, 2000.

The Company believes that the weak U.S. economy resulted in a decline in corporate spending for advertising and sponsorships during the year ended June 30, 2001 compared to the previous fiscal year. Sales of corporate sponsorships associated with the NCAA Corporate Sponsor Program were also negatively affected in the fiscal year ended June 30, 2001 by the fact that during that year, there was a period of time during which Host had publicly announced that it had ceased negotiations with CBS Sports on an extension of Host’s representation of the NCAA in connection with the Corporate Partner Program. The Company believes that since prospective corporate sponsors had to then assume that Host might not continue its administration of this Program, and since the Company believes that corporate sponsors strongly prefer multi-year renewable commitments over what was then a two-year maximum arrangement, Host’s ability to sign new NCAA corporate sponsors for the then remaining two years of the Host-NCAA Contract was negatively affected. Total revenue, in comparison with pro forma revenue for the fiscal year ended June 30, 2000, was unfavorably

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impacted somewhat due to the elimination of certain loss-generating projects in the fiscal year ended June 30, 2001 (which likewise resulted in a reduction in pro forma operating costs and expenses).

There were no significant transactions consummated by Gray during the fiscal year ended June 30, 2001, therefore consulting fee income on services provided to Gray was only $24,000. In the fiscal year ended June 30, 2000, the Company recognized consulting fee income of $1,311,000, primarily in connection with Gray’s acquisition of three television stations.

Total operating costs and expenses for the fiscal years ended June 30, 2001 and 2000 are summarized as follows (amounts in $000’s):

	Year Ended June 30,
	2001		2000
Direct operating costs of services rendered	$	81,421	$	49,437
Selling, general and administrative		38,527		21,891
Amortization of acquisition intangibles		4,267		2,602
	$	124,215	$	73,930

Prior year operating costs and expenses included those of the companies acquired in the Host-USA Acquisition only for the period from December 17, 1999 through June 30, 2000. Operating costs and expenses attributable to companies acquired in the Host-USA Acquisition were $117,769,000 for the fiscal year ended June 30, 2001 and $68,320,000 in the prior fiscal year. Had the Host-USA Acquisition occurred as of or prior to July 1, 1999, the results for the fiscal year ended June 30, 2001 would have reflected a decrease in total operating costs and expenses of approximately 6.6% from the $133,028,000 total operating costs and expenses for the fiscal year ended June 30, 2000 on a pro forma basis.

Direct operating costs of services rendered for the fiscal year ended June 30, 2001 represent a decline from the total pro forma direct costs and expenses for the fiscal year ended June 30, 2000, due to the elimination of certain loss-generating projects (resulting in a decline in total pro forma revenue as well), headcount reductions occurring in January 2000 as Host and USA operations were merged and reductions in certain operating costs associated with the Company’s Affinity Events business which were enacted late in the fiscal year ended June 30, 2000. The overall reduction in pro forma direct operating costs and expenses was lessened by the increase in total guaranteed rights fees and profit-sharing fees under the terms of multi-year contracts and contract renewals.

Selling, general and administrative costs remained relatively constant in the fiscal year ended June 30, 2001 in comparison with the previous fiscal year on a pro forma basis, with the exception of a nonrecurring expense of $1,460,000 in the fiscal year ended June 30, 2000 for costs associated with a potential transaction involving one of the Company’s investments.

Amortization of acquisition intangibles, primarily attributable to the Host-USA Acquisition, were approximately the same for the fiscal year ended June 30, 2001 as the pro forma expense for the fiscal year ended June 30, 2000.

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Operating income (loss) for the fiscal years ended June 30, 2001 and 2000 is summarized as follows (amounts in 000’s):

	Year Ended June 30,
	2001			2000
Collegiate Marketing and Production Services	$	4,795		$	4,354
Affinity Events		(3,837	)		(2,551	)
Affinity Management Services		1,681			568
Consulting		24			1,311
Amortization of acquisition intangibles		(4,267	)		(2,602	)
Unallocated general and administrative costs		(2,274	)		(3,010	)
	$	(3,878	)	$	(1,930	)

Had the Host-USA Acquisition occurred on or prior to July 1, 1999, the results for the fiscal year ended June 30, 2001 would have reflected an increase in the loss from operations of approximately $561,000 from $3,317,000 for the fiscal year ended June 30, 2000 presented on a pro forma basis.

Results Derived from Investments and Derivative Instruments —
Equity in earnings (losses) of affiliated companies, totaling $(4,235,000) for the fiscal year ended June 30, 2001 and $(2,533,000) for the fiscal year ended June 30, 2000 included (a) the Company’s proportionate share of the earnings or losses of (i) Gray; (ii) Rawlings; (iii) subsequent to December 17, 1999, iHigh and certain other equity investments; and (iv) prior to December 17, 1999, Host and Capital, net of (b) amortization charges totaling $684,000 in 2001 and $699,000 in 2000.

In January 1999, USA sold its investment in broadcast.com, inc., recognizing a gain of approximately $40 million. As a result of Host’s equity investment in USA and the Company’s equity investment in Host reported on a six-month lag basis, the Company recognized approximately $1.9 million in equity in earnings of affiliates in the fiscal year ended June 30, 2000 due to USA’s gain on the sale.

Rawlings recognized an after-tax charge of approximately $12.8 million associated with its decision to sell its Vic hockey business in its fiscal quarter ended May 31, 2000. As a result, the Company’s pretax equity in earnings (losses) of Rawlings was negatively impacted in the fiscal year ended June 30, 2000 by approximately $1.3 million.

Interest and dividend income of $810,000 and $958,000 for the fiscal years ended June 30, 2001 and 2000, respectively, was primarily derived from dividends paid on the Company’s investment in Gray’s series A and series B preferred stock. Dividend income decreased from the previous fiscal year due to Gray’s redemption of a portion of its series A preferred stock in December 2000 for $5,000,000, resulting in a gain to the Company of $2,160,000.

In the fiscal year ended June 30, 2001,the Company reduced the book value of its investment in Quokka to zero, recording non-cash charges totaling $8,017,000. In the fiscal year ended June 30, 2000, the Company recognized an expense of $2,850,000 associated with the impairment in the value of the Company’s investment in a warrant for Rawlings common stock. The determination to reduce the carrying value of the Company’s investment in the Rawlings warrant was made based on management’s assessment that the likelihood that the warrant would vest prior to its expiration date, in accordance with the present terms of the warrant, was remote. As a result of this assessment, management believed its ability to recover any of the carrying value of the investment in the warrant was remote. The warrant expired unexercised in November 2001.

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The net change in the value of certain derivative instruments, consisting of warrants to purchase Gray common stock and interest rate swap agreements, was $2,988,000 for the fiscal year ended June 30, 2001, as a result of an increase in the value of the warrants, net of a reduction in the value of the interest rate swap agreements as variable interest rates declined. As a result of the previously-discussed adoption of FAS 133, the Company recognized the cumulative effect of the accounting change of $(1,120,000), representing the value of the derivatives as of July 1, 2000 of $(1,807,000), less a deferred tax provision of $687,000.

As a result of Gray’s issuance of shares of its class B common stock in October 1999 in connection with consideration paid in the acquisition of three television stations, the Company’s common equity ownership of Gray was reduced from 16.9% to 13.1%, resulting in a pretax gain for the Company of $490,000 in the fiscal year ended June 30, 2000. There can be no assurance that such sales or such gains of a material nature will occur in the future.

As a result of accounting errors discovered by the Company in the financial statements of USA subsequent to the Host-USA Acquisition, the Company recorded a charge of $11,330,000 in December 1999, reflecting the extent to which USA’s net tangible current assets as of the date of the Host-USA Acquisition were overstated. The errors resulted from inaccurate computations of prepaid costs and expenses, sponsor contract receivables and deferred revenue associated with the Company’s (and prior to the Host-USA Acquisition, USA’s) Affinity Events business.

Other income for the fiscal years ended June 30, 2001 and 2000 consisted primarily of income from an option agreement with Gray whereby Gray has the right to acquire the Company’s investment in Tarzian.

Interest Expense and Debt Related Costs —
Interest expense was $11,545,000 and $8,746,000 for the fiscal years ended June 30, 2001 and 2000, respectively, increasing over the prior fiscal year due to increased borrowing in order to effect the Host-USA Acquisition in December 1999.

Debt issue cost amortization of $2,410,000 and $953,000 for the fiscal years ended June 30, 2001 and 2000, respectively, resulted from the amortization of costs paid in connection with obtaining bank financing primarily for the Host-USA Acquisition, as well as amortization of the value of shares of the Company’s common stock issued to the Company’s Chairman, who personally guaranteed the Company’s debt under its bank credit agreement. During the fiscal years ended June 30, 2001 and 2000, the Company issued approximately 874,000 shares and 305,000 shares, respectively, of common stock to the Company’s Chairman to compensate him for his personal guarantee. The value of the shares issued, approximately $1,449,000 in fiscal 2001 and $1,219,000 in fiscal 2000, is amortized over one year, and approximately $1,262,000 and $610,000 is included in debt issue cost amortization for the fiscal years ended June 30, 2001 and 2000, respectively.

Income Taxes —
The principal differences between the federal statutory tax rate of 34% and the effective tax rate are nondeductible goodwill amortization and state income taxes, and in the fiscal year ended June 30, 2000 only, correction of purchase price.

RESULTS OF DISCONTINUED OPERATIONS

Revenue from Datasouth’s computer printer operations was $4,406,000 for the period July 1, 2000 to September 29, 2000, the date on which the operating business was sold to another computer printer company. Gross profit from printer operations was 23.2% for the period.

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Operating expenses associated with discontinued operations for the period July 1, 2000 to September 29, 2000 of $1,221,000 represent 27.7% or revenue. Estimated operating losses during the disposal period were accrued as of June 30, 2000 and included as a component of the estimated loss on the disposal of the discontinued segment. Under the terms of the sale, Datasouth continued to employ personnel and operate Datasouth’s manufacturing and administration facility on behalf of the purchaser during a transition period subject to a transition services agreement. The purchaser reimbursed Datasouth for substantially all personnel and operating costs incurred during the transition period. The transition period ended on June 30, 2001, at which time all remaining employees of Datasouth became employees of the purchaser.

Revenue from Datasouth’s computer printer operations of $24,959,000 for the fiscal year ended June 30, 2000 and the gross profit margin from printer operations was 24.8% of revenue. Operating expenses associated with discontinued operations of $6,507,000 for the fiscal year ended June 30, 2000 represented 26.1% of revenue. Operating expenses included non-cash goodwill amortization expense of $555,000 for the fiscal year ended June 30, 2000.

The Company allocated an income tax benefit to the discontinued segment of $10,000 for the fiscal year ended June 30, 2000, representing an effective tax rate of 3.0%. The effective tax rate was low due since nondeductible goodwill amortization in the period nearly equaled the amount of pretax loss.

INTEREST RATE AND MARKET RATE RISK

The Company is exposed to changes in interest rates due to the Company’s financing of its acquisitions, investments and operations. Interest rate risk is present with both fixed and floating rate debt. The Company uses interest rate swap agreements (as described in “Liquidity and Capital Resources” above) to manage its debt profile.

Interest rate swap agreements generally involve exchanges of underlying face (notional) amounts of designated hedges. The Company continually evaluates the credit quality of counterparties to interest rate swap agreements and does not believe there is a significant risk of nonperformance by any of the counterparties to the agreements.

Based on the Company’s debt profile as of each fiscal year end, a 1% increase in market interest rates would increase interest expense and decrease the income before income taxes (or alternatively, increase interest expense and increase the loss before income taxes) by $519,000, $668,000 and $538,000 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively. These amounts were determined by calculating the effect of the hypothetical interest rate on the Company’s floating rate debt, after giving effect to the Company’s interest rate swap agreements. These amounts do not include the effects of certain potential results of increased interest rates, such as a reduced level of overall economic activity or other actions management may take to mitigate the risk. Furthermore, this sensitivity analysis does not assume changes in the Company’s financial structure that could occur if interest rates were higher.

The Company holds investments in certain common stocks, preferred stocks and options to purchase common stock. The Company is exposed to changes in market values of these investments, some of which are publicly traded common stocks. In each case where there exists a quoted market price for a publicly-traded security in which the Company holds investments, the investment is accounted for under the equity method, whereby changes in the quoted market price of the security do not impact the carrying value of the investment. However, fluctuations in market prices of investments could ultimately affect the amounts the Company might realize upon a disposal of some or all of its investments. Based on

30

management’s estimates of the aggregate fair value of the Company’s investments in affiliated companies (as described in Note 13 to the consolidated financial statements), a 10% change in the aggregate market value of such investments would increase or decrease such aggregate market value by approximately $4,600,000 and $7,700,000 as of June 30, 2002 and 2001, respectively.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “believes,” “expects,” “anticipates,” “estimates” and similar words and expressions are generally intended to identify forward-looking statements. Statements that describe the Company’s future strategic plans, goals or objectives are also forward-looking statements. Readers of this Report are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of the Company or management, are not guarantees of future performance, results or events, and involve risks and uncertainties. The forward-looking statements included in this report are made only as of the date hereof. The Company undertakes no obligation to update such forward-looking statements to reflect subsequent events or circumstances. Actual results and events may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to the following: (i) the Company’s and Gray’s leverage may adversely affect their ability to obtain financing, thereby impairing their ability to withstand economic downturns or competitive pressures; (ii) Gray’s business depends, in part, on sales of advertising time and space and on its relationships with, and success of, its national network affiliates; (iii) significant segments of the Company’s business are seasonal; (iv) the Company’s business depends on short term contracts and the inability to renew or extend these contracts could adversely affect its business; (v) the Company may lose money on some of its contracts, because it guarantees certain payments thereunder; (vi) war or acts of terrorism or a continued domestic economic downturn or recession could materially adversely impact corporate discretionary spending, such as sponsorships and advertising sold by the Company and Gray.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

See “Interest Rate and Market Rate Risk” in Item 7 “Management’s Discussion and Analysis.”

31

Item 8. Financial Statements and Supplementary Data

		Page
Consolidated Financial Statements of Bull Run Corporation:
	Reports of Independent Accountants		33
	Consolidated Balance Sheets at June 30, 2002 and 2001		35
	Consolidated Statements of Operations for each of the years in the three- year period ended June 30, 2002		36
	Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity for each of the years in the three-year period ended June 30, 2002		37
	Consolidated Statements of Cash Flows for each of the years in the three- year period ended June 30, 2002		38
	Notes to Consolidated Financial Statements		39
	Selected Quarterly Financial Data (Unaudited)		61
Report of Independent Auditors on the Consolidated Financial Statements of Gray Communications Systems, Inc. as of December 31, 2000 and for the year then ended			F-1
Report of Independent Public Accountants on the Consolidated Financial Statements of Rawlings Sporting Goods Company, Inc. as of August 31, 2000 and 1999, and for each of the three years in the period ended August 31, 2000			F-2

32

REPORT OF INDEPENDENT ACCOUNTANTS

BOARD OF DIRECTORS AND STOCKHOLDERS OF BULL RUN CORPORATION:

We have audited the accompanying consolidated balance sheets of Bull Run Corporation as of June 30, 2002 and 2001, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Gray Television, Inc. (a corporation in which the Company has a 13% interest), as of December 31, 2000 and for the year then ended, and the financial statements of Rawlings Sporting Goods Company, Inc. (a corporation in which the Company has a 10% interest), as of August 31, 2000 and for the year then ended. Those statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts for the periods ended December 31, 2000 and August 31, 2000 included for Gray Television, Inc. and Rawlings Sporting Goods Company, Inc., respectively, is based solely on their reports.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bull Run Corporation at June 30, 2002 and 2001, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

PRICEWATERHOUSECOOPERS LLP

Atlanta, Georgia
September 12, 2002, except as to Note 9,
for which the date is October 11, 2002

33

REPORT OF INDEPENDENT AUDITORS

BOARD OF DIRECTORS AND STOCKHOLDERS OF BULL RUN CORPORATION:

We have audited the accompanying consolidated statements of operations, stockholders’ equity and cash flows of Bull Run Corporation for the year ended June 30, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Rawlings Sporting Goods Company, Inc., (a corporation in which the Company has a 10% interest), as of August 31, 1999 and for the year then ended, have been audited by other auditors whose report has been furnished to us; insofar as our opinion relates to data included for Rawlings Sporting Goods Company, Inc., it is based solely on their report.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Bull Run Corporation for the year ended June 30, 2000, in conformity with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

Charlotte, North Carolina
September 28, 2000, except for Note 3 as to which the date is
July 26, 2001

34

BULL RUN CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)

			June 30,
			2002			2001
ASSETS
Current assets:
	Cash and cash equivalents		$	653		$	2,637
	Accounts receivable, net of allowance of $444 and $545 as of June 30, 2002 and 2001, respectively			16,296			29,547
	Inventories			644			494
	Prepaid costs and expenses			2,674			3,117
	Income taxes receivable			4,187			4,626
	Deferred income taxes						121
	Net current assets of discontinued segment			104
		Total current assets		24,558			40,542
Property and equipment, net				5,398			6,623
Investment in affiliated companies				25,115			50,399
Goodwill				57,862			57,862
Customer base and trademarks				17,202			25,026
Deferred income taxes				21,400			9,191
Other assets				9,464			14,313
Net noncurrent assets of discontinued segment							2,582
			$	160,999		$	206,538
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt		$	15,000		$	20,590
	Accounts payable			7,212			6,060
	Deferred revenue			9,624			16,889
	Accrued and other liabilities			19,549			13,942
	Net current liabilities of discontinued segment						11
		Total current liabilities		51,385			57,492
Long-term debt				98,091			107,693
Other liabilities				1,992			3,749
		Total liabilities		151,468			168,934
Commitments and contingencies
Redeemable Series B convertible preferred stock, $.01 par value, (authorized 100 shares; issued and outstanding 5 shares; $5,400 aggregate liquidation value)				5,400
Stockholders’ equity:
	Series A preferred stock, $.01 par value (authorized 100 shares; issued and outstanding 3 shares; $3,000 aggregate liquidation value)						2,178
	Common stock, $.01 par value (authorized 100,000 shares; issued 38,108 and 36,526 shares as of June 30, 2001 and 2000, respectively)			381			365
	Additional paid-in capital			78,698			78,380
	Treasury stock, at cost (542 shares)			(1,393	)		(1,393	)
	Other comprehensive accumulated loss			(2,080	)
	Retained earnings (accumulated deficit)			(71,475	)		(41,926	)
		Total stockholders’ equity		4,131			37,604
			$	160,999		$	206,538

The accompanying notes are an integral part of these consolidated financial statements.

35

BULL RUN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)

			Year Ended June 30,
			2002			2001			2000
Revenue from services rendered			$	113,072		$	120,337		$	72,000
Operating costs and expenses:
	Direct operating costs of services rendered			88,531			81,421			49,437
	Selling, general and administrative			32,773			38,527			21,891
	Amortization of acquisition intangibles			7,824			4,267			2,602
				129,128			124,215			73,930
		Operating loss		(16,056	)		(3,878	)		(1,930	)
Other income (expense):
	Equity in earnings (losses) of affiliated companies			(1,962	)		(4,235	)		(2,533	)
	Gain on issuance of shares by affiliate									490
	Gain on disposition of investments			3,064			2,160
	Reduction in valuation of investment in affiliate			(2,822	)		(8,956	)		(2,850	)
	Correction of purchase price allocation									(11,330	)
	Net change in value of certain derivative instruments			(3,345	)		2,988
	Interest and dividend income			151			810			958
	Interest expense			(9,713	)		(11,545	)		(8,746	)
	Debt issue cost amortization			(2,830	)		(2,410	)		(953	)
	Other income (expense)			350			1,254			832
		Loss from continuing operations before income taxes, extraordinary item and cumulative effect		(33,163	)		(23,812	)		(26,062	)
Income tax benefit				7,257			6,228			5,077
		Loss from continuing operations before extraordinary item and cumulative effect		(25,906	)		(17,584	)		(20,985	)
Extraordinary loss, net of tax benefit of $233				(627	)
Cumulative effect of accounting change, net of tax benefit of $1,350 in 2002 and $687 in 2001				(2,620	)		(1,120	)
		Loss from continuing operations		(29,153	)		(18,704	)		(20,985	)
Loss on operations of discontinued segment, net of tax										(317	)
Estimated loss on disposal of discontinued segment, net of tax										(6,522	)
		Net loss		(29,153	)		(18,704	)		(27,824	)
Preferred dividends				(396	)
		Net loss available to common stockholders	$	(29,549	)	$	(18,704	)	$	(27,824	)
Loss per share available to common stockholders, basic and diluted:
		Loss from continuing operations before extraordinary item and cumulative effect adjustment	$	(0.72	)	$	(0.50	)	$	(0.72	)
		Extraordinary loss		(0.02	)
		Cumulative effect of accounting change		(0.07	)		(0.03	)
		Income (loss) from discontinued segment								(0.24	)
			$	(0.81	)	$	(0.53	)	$	(0.96	)
Weighted average number of common shares outstanding:
	Basic and diluted			36,485			35,307			29,044

The accompanying notes are an integral part of these consolidated financial statements.

36

BULL RUN CORPORATION
CONSOLIDATED STATEMENTS OF REDEEMABLE
PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
(Amounts in thousands)

	Redeemable
	Series B		Series A			Common Stock				Additional
	Preferred		Preferred							Paid-In
	Stock		Stock			Shares		Amount		Capital
As of July 1, 1999							22,983	$	230	$	21,840
Issuance of common stock							11,992		120		44,657
Issuance of nonqualified stock options											8,700
Exercise of stock options							652		6		776
Tax benefit from exercise of nonqualified stock options											150
As of June 30, 2000						$	35,627	$	356	$	76,123
Issuance of Series A preferred stock with detachable warrants				2,178							822
Issuance of common stock							874		9		1,440
Exercise of stock options							25		0		17
Tax expense from exercise of nonqualified stock options											(22	)
As of June 30, 2001	$		$	2,178			36,526	$	365	$	78,380
Exchange of Series A preferred stock and warrants for Series B preferred stock		3,000		(2,178	)						(822	)
Issuance of Series B preferred stock		2,400
Issuance of common stock							1,522		15		1,088
Exercise of stock options							60		1		52
As of June 30, 2002	$	5,400	$	—			38,108	$	381	$	78,698

				Other			Retained
				Comprehensive			Earnings			Total
	Treasury			Accumulated			(Accumulated			Stockholders'
	Stock			Loss			Deficit)			Equity
As of July 1, 1999	$	(1,393	)				$	4,602		$	25,279
Issuance of common stock											44,777
Issuance of nonqualified stock options											8,700
Exercise of stock options											782
Tax benefit from exercise of nonqualified stock options											150
Net loss								(27,824	)		(27,824	)
As of June 30, 2000	$	(1,393	)				$	(23,222	)	$	51,864
Issuance of Series A preferred stock with detachable warrants											3,000
Issuance of common stock											1,449
Exercise of stock options											17
Tax expense from exercise of nonqualified stock options											(22	)
Net loss available to common stockholders								(18,704	)		(18,704	)
As of June 30, 2001	$	(1,393	)	$			$	(41,926	)	$	37,604
Exchange of Series A preferred stock and warrants for Series B preferred stock											(3,000	)
Issuance of common stock											1,103
Exercise of stock options											53
Other comprehensive loss					(2,080	)					(2,080	)
Preferred dividends								(396	)		(396	)
Net loss								(29,153	)		(29,153	)
As of June 30, 2002	$	(1,393	)	$	(2,080	)	$	(71,475	)	$	4,131

The accompanying notes are an integral part of these consolidated financial statements.

37

BULL RUN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

			Year Ended June 30,
			2002			2001			2000
Cash flows from operating activities:
	Net loss		$	(29,153	)	$	(18,704	)	$	(27,824	)
	Loss (income) from discontinued segment									6,839
	Adjustments to reconcile net loss to net cash used in continuing operations:
	Cumulative effect of accounting change			2,620			1,120
	Extraordinary loss			627
	Correction of purchase price allocation									11,330
	Provision for bad debts			630			576			267
	Depreciation and amortization			12,270			8,438			4,669
	Equity in (earnings) losses of affiliated companies			1,962			4,235			2,533
	Other expense (income) derived from investment in affiliates, net			(120	)		6,718			2,423
	Net appreciation in value of derivative instruments			3,345			(2,988	)
	Deferred income taxes			(7,257	)		(5,594	)		(5,347	)
	Change in operating assets and liabilities:
		Accounts receivable		12,621			(1,409	)		12,497
		Inventories		(150	)		185			270
		Prepaid costs and expenses		428			572			3,030
		Accounts payable and accrued expenses		(1,868	)		4,271			(11,585	)
		Other long-term liabilities		(1,276	)		822			781
Net cash used in continuing operations				(5,321	)		(1,758	)		(117	)
Net cash provided by (used in) discontinued operations				(127	)		2,126			676
Net cash provided by (used in) operating activities				(5,448	)		368			559
Cash flows from investing activities:
Capital expenditures				(279	)		(1,166	)		(1,037	)
Investment in affiliated companies				(705	)		(223	)
Proceeds on dispositions of investments				16,803			5,330			267
Acquisition of businesses, net of cash acquired							(1,232	)		(45,315	)
Other investing activities				(128	)		(14	)		13
Net cash provided by (used in) continuing operation investing activities				15,691			2,695			(46,072	)
Net cash provided by (used in) discontinued operation investing activities				843			2,347			(642	)
Net cash provided by (used in) investing activities				16,534			5,042			(46,714	)
Cash flows from financing activities:
Borrowings from notes payable and revolving lines of credit				22,950			23,625			32,702
Repayments on notes payable and revolving lines of credit				(17,350	)		(18,450	)		(33,698	)
Proceeds from long-term debt										95,000
Repayments on long-term debt				(20,793	)		(10,866	)		(47,165	)
Debt issue costs				(680	)		(718	)		(1,170	)
Issuance of common stock				350
Exercise of stock options				53			17			782
Issuance of preferred stock				2,400			3,000
Net cash provided by (used in) continuing operation financing activities				(13,070	)		(3,392	)		46,451
Net increase (decrease) in cash and cash equivalents				(1,984	)		2,018			296
Cash and cash equivalents, beginning of year				2,637			619			323
Cash and cash equivalents, end of year			$	653		$	2,637		$	619

The accompanying notes are an integral part of these consolidated financial statements.

38

BULL RUN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share data)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Bull Run Corporation (“Bull Run,” and collectively with its subsidiaries, the “Company”) provides media and marketing services to universities, athletic conferences and various associations and, in addition, market, and operate, amateur participatory sporting events through its wholly owned subsidiary, Host Communications, Inc. (“Host”). On December 17, 1999, Bull Run acquired the capital stock of Host, Universal Sports America, Inc. (“USA”) and Capital Sports Properties, Inc. (“Capital”) not then owned, directly or indirectly, by Bull Run (the “Host-USA Acquisition” as discussed further in Note 3). The financial results of Host, USA and Capital have therefore been consolidated with those of Bull Run beginning on December 17, 1999. Effective July 1, 2000, USA was merged into Host.

In September 2000, the Company sold the computer printer manufacturing business segment operated by its wholly owned subsidiary, Datasouth Computer Corporation (“Datasouth”). Datasouth is reported as a discontinued operation (and discussed further in Note 4).

The Company also holds significant investments in sports and media companies, including Gray Television, Inc. (“Gray”, formerly known as Gray Communications Systems, Inc.), an owner and operator of 13 television stations, four daily newspapers and other media and communications businesses; Rawlings Sporting Goods Company, Inc. (“Rawlings”), a leading supplier of team sports equipment in North America; and iHigh, Inc. (“iHigh”), a company developing a network of Internet web sites focused on high school sports and activities.

Effective August 31, 2002, the Company will change its fiscal year end from June 30 to August 31. As a result, the Company will file with the U.S. Securities and Exchange Commission a Transition Report for the period July 1, 2002 to August 31, 2002 on                      Form 10-Q, and future filings will be submitted for the quarterly periods ended November 30, February 28 (or 29), May 31 and August 31.

Unless otherwise indicated, amounts provided in these notes to the consolidated financial statements pertain to continuing operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Bull Run and its wholly owned subsidiaries, after elimination of intercompany accounts and transactions. Host, USA (prior to its merger with Host on July 1, 2000) and Capital are included as wholly owned subsidiaries beginning December 17, 1999.

Use of Estimates – The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition and Rights Fee Expenses – Revenue from services are recognized as the services are rendered. Corporate sponsor license fee revenue that is not related to specific events is recognized ratably over the term of the sponsorship. In certain circumstances, the Company enters into contractual arrangements with associations or institutions it represents in

39

various capacities which involve payment of guaranteed rights fees. Guaranteed rights fee expense that is not related to specific events is recognized ratably over the term specified in the contract. The Company’s contractual arrangements with associations or institutions may also involve net profit sharing arrangements (“profit splits”) based on the net profit associated with services rendered under the contract. Profit split expense is accrued over the contract period, based on estimates, and is adjusted at the end of the contract term in order to reflect the actual profit split.

Barter Transactions – The Company provides advertising and licensing rights to certain customers or sublicensees in exchange for services. The estimated fair value of the services to be received is recognized as accounts receivable and deferred revenue. As these services are used, an amount is charged to operating expense. Advertising revenue is recognized as the advertising is used by the customer and license fee revenue is recognized ratably over the term of the sublicense agreement. For the fiscal years ended June 30, 2002, 2001 and 2000, net revenues included barter transactions of approximately $2,700, $2,400 and $1,800, respectively, and operating expenses included barter transactions of approximately $3,100, $2,500 and $1,100, respectively.

Cash and Cash Equivalents – Cash equivalents are composed of all highly liquid investments with an original maturity of three months or less.

Accounts Receivable and Credit Risk – In certain situations, the Company may invoice certain customers up to 90 days in advance. Accounts receivable pertaining to advance billings are also included as deferred revenue until such time as the revenue is earned. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers.

The Company has generated a significant amount of revenue from sublicensing National Collegiate Athletic Association (“NCAA”) corporate sponsorship rights to major corporations. The Company’s final contract with the NCAA (the “Host-NCAA Contract”), which provided these rights to the Company, in addition to other rights, ended on August 31, 2002. The Company became a party to an agreement with CBS Sports dated July 1, 2001 (the “Host-CBS Contract”) which granted the Company many of the same or similar rights as previously granted to the Company by the NCAA. The Host-CBS Contract was restructured in September 2002. Although the restructured agreement continues to provide for licensing of NCAA trademarks, publishing and other rights, it does not provide for the sublicensing of NCAA corporate sponsorship rights; therefore, the Company will no longer derive revenues from the sale of NCAA corporate sponsorship rights subsequent to June 30, 2002. The restructured agreement also substantially eliminated the obligation to pay a significant guaranteed rights fee associated with the procurement of corporate sponsorship rights. The Company expects the changes in the Host-CBS Contract will result in a significant reduction in total revenues and direct operating costs of services rendered, and a reduction in accounts receivable and accrued expenses subsequent to June 30, 2002. For the fiscal years ended June 30, 2002, 2001 and 2000, approximately 25%, 26% and 36% of the Company’s revenues from continuing operations arose from sublicensing NCAA corporate sponsor rights, respectively. Accounts receivable included approximately $2,790 and $10,537 as of June 30, 2002 and 2001, respectively, due from NCAA corporate sponsors.

Inventories – Inventories, stated at cost, consist primarily of materials and supplies associated with the Company’s printing operations.

Property and Equipment – Property and equipment is stated at cost less depreciation computed on the straight-line method over the estimated useful life of the asset, generally from three to 10 years. Leasehold improvements and equipment held under capital leases are amortized

40

over the lesser of the lease term or the estimated useful life of the asset. Depreciation expense for continuing operations was $1,518, $1,650 and $1,054 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively. Depreciation expense for discontinued operations was $0, $76 and $426 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively.

Investment in Affiliated Companies – The Company accounts for its investments in Gray and iHigh by the equity method. Until December 31, 2001, the Company accounted for its investment in Rawlings by the equity method. Prior to the Host-USA Acquisition, the Company accounted for its investments in Host and Capital by the equity method. Until the Company reduced the carrying value of its investment in Quokka Sports, Inc. (“Quokka,” which was initially an investment in Total Sports, Inc., prior to the sale of Total Sports to Quokka in September 2000) to zero in 2001, the Company accounted for its investment in Total Sports by the cost method. Prior to selling its investment in Sarkes Tarzian, Inc. (“Tarzian”) in December 2001, the Company accounted for its investment in Tarzian by the cost method. Prior to the Host-USA Acquisition, the Company accounted for its investment in USA by the cost method.

In December 2001, the two directors of the Company who also served on Rawlings’ board of directors resigned from Rawlings’ board. As a result, the Company determined it no longer exercised significant influence over Rawlings’ policy-making decisions, and began accounting for its investment in Rawlings as an “available-for-sale” marketable security. Therefore, beginning December 31, 2001, “Investment in affiliated companies” on the balance sheet includes the Company’s investment in Rawlings at the current market value as determined by the closing price of Rawlings’ common stock as quoted on the Nasdaq Stock Market. The carrying value of the investment in Rawlings in excess of the current market value, net of deferred taxes, is reported in the balance sheet as “Other comprehensive accumulated loss.” Unrealized market value changes in Rawlings’ common stock will be reflected as a change in “Investment in affiliated companies” and “Other comprehensive accumulated loss,” except for any potential permanent impairment charges, which would be reported as losses in the Consolidated Statement of Operations.

As a result of adopting Financial Accounting Standards Board Statement No. 142, “Accounting for Goodwill and Other Intangible Assets,” (“FASB Statement No. 142”) effective July 1, 2001, the requirement to amortize the excess of the Company’s investment over the underlying equity of the Company’s equity method investments was eliminated. The unamortized difference, totaling approximately $8,057 as of June 30, 2002 and $14,100 as of June 30, 2001, was amortized over 10 to 40 years until June 30, 2001, and such amortization (totaling $684 and $699 in the fiscal years ended June 30, 2001 and 2000, respectively) resulted in a reduction in the Company’s equity in earnings of affiliated companies.

The Company recognizes a gain or loss on the issuance of shares by an investee company resulting in dilution of the Company’s interest in the investee. The gain or loss is determined based on the difference between (a) the Company’s post-issuance allocable share of the investee’s underlying equity, as compared to the Company’s allocable share of the investee’s underlying equity immediately prior to the issuance, and (b) a pro rata reduction of the unamortized difference between the Company’s carrying value of the investment and the Company’s allocable share of the investee’s underlying equity immediately prior to the issuance. Deferred taxes are provided on recognized gains or losses.

Goodwill and Other Long-Lived Assets – Prior to July 1, 2001, goodwill and certain purchased intangibles (i.e., trademarks) associated with the Host-USA Acquisition were amortized over 20 years. Effective July 1, 2001, the Company adopted FASB Statement No. 142, which eliminated the requirement to amortize goodwill and trademarks. Under the provisions of

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FASB Statement No. 142, the Company is required to periodically assess the carrying value of goodwill and trademarks associated with each of five distinct business units that comprise three business segments of the Company to determine if an impairment in value has occurred. The initial impairment test was completed as of December 31, 2001, and concluded that the carrying amount of goodwill and trademarks as of July 1, 2001 for each business unit acquired in the Host-USA Acquisition did not exceed its net realizable value based on the Company’s estimate of future cash flows to be generated by each of the five business units. If the Company concludes that the carrying value of such intangibles for any of the five business units exceeds its respective net realizable value, the Company would expense such excess and decrease goodwill and/or trademarks as reported in the balance sheet. Management believes that the occurrence of negative cash flows in certain of the business units in certain fiscal periods subsequent to the Host-USA Acquisition was due to nonrecurring factors, and as a result, management believes that its estimates of future positive cash flows for these business units is reasonable.

Other purchased intangibles, including customer relationships, are amortized primarily over a 16-year average life. The use of a 16-year average life for customer relationships acquired in the Host-USA Acquisition, amortized on a straight-line method, is not materially different from using the estimated life of each individual relationship using a systematic allocation method. As a result of the changes made to the Host-CBS Contract, the Company accelerated approximately $6,582 of amortization expense at June 30, 2002, pertaining to the customer base intangible assets, since such modifications significantly altered the contractual nature of the Company’s underlying relationship with the NCAA. Subsequent to June 30, 2002, the Company estimates annual amortization expense to be approximately $1,216 until August 31, 2004, then $680 per year thereafter until fully amortized in December 2015.

Accumulated amortization of acquisition intangibles was $14,691 and $6,867 as of June 30, 2002 and 2001, respectively, including $4,885 associated with goodwill as of both dates.

Income Taxes – Deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on certain deferred tax assets if it is more likely than not that some or all of these deferred tax assets will not be realized.

Stock-Based Compensation – Except for stock options granted to former Host and USA optionholders in connection with the Host-USA Acquisition, the Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of grant. In accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees,” no compensation expense is recognized for such grants. The value of stock options issued by the Company in connection with the Host-USA Acquisition, having an exercise price which was less than the fair value of the shares of Bull Run common stock as of the date of the Host-USA Acquisition, was included as a component of the Host-USA Acquisition price.

Derivative Instruments and Hedging Activities – Effective July 1, 2000, the Company adopted Financial Accounting Standards Board Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” As a result, as of July 1, 2000, the Company recognizes all derivatives, which include the value of interest rate swap agreements and the value of the Company’s warrants to purchase Gray common stock, on the balance sheet at fair value. The Company’s adoption of this Statement resulted in a decrease in Stockholders’ Equity and Total Assets of $1,120 as of July 1, 2000, and resulted in net appreciation (depreciation) in the value of its derivatives of $(3,345) and $2,988 for the fiscal years ended June 30, 2002 and 2001, respectively.

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Earnings (Loss) Per Share – Basic earnings per share excludes any dilutive effects of stock options. In periods where they are anti-dilutive, dilutive effects of stock options are excluded from the calculation of dilutive earnings (loss) per share.

3. HOST-USA ACQUISITION

Aggregate consideration paid in connection with the Host-USA Acquisition (net of cash acquired) was approximately $116,900, which included common stock (totaling 11,687 shares) and stock options (for 2,819 shares of common stock) valued at approximately $52,300, 8% subordinated notes having a face value of approximately $18,600, cash (net of approximately $9,700 in cash acquired) of $44,800 and transaction expenses of approximately $1,200.

The Host-USA Acquisition has been accounted for under the purchase method of accounting, whereby the assets and liabilities of the acquired businesses have been included as of December 17, 1999 based on an allocation of the purchase price.

The estimated fair values of assets and liabilities acquired are summarized as follows:

Receivables	$	42,218
Inventories		918
Prepaid costs and expenses		6,740
Income taxes receivable		3,689
Property and equipment		7,112
Investment in affiliated companies		11,320
Goodwill		62,747
Customer base and trademarks		24,500
Deferred income taxes		2,738
Other assets		1,075
Current liabilities assumed		(42,862	)
Other liabilities assumed		(330	)
		119,865
Less: Investment in Host, Capital and USA immediately prior to the acquisition		(14,339	)
		105,526
Purchase price in excess of fair value of assets and liabilities acquired		11,330
	$	116,856

Subsequent to the Host-USA Acquisition, the Company discovered errors in the financial statements of USA at the acquisition date. These errors involved an overstatement of net current assets as of the acquisition date of $11,330. The errors were a result of incorrect computations of prepaid costs and expenses, sponsor contract receivables and deferred revenues associated with the Company’s (and prior to the Host-USA Acquisition, USA’s) Affinity Events business. As a result, the Company recorded an expense of $11,330 in December 1999, reflecting the extent to which USA’s net current assets as of the date of the Host-USA Acquisition were overstated.

As a result of the anticipated reorganization immediately following the Host-USA Acquisition, the Company accrued approximately $195 for costs to close certain duplicative office facilities and accrued approximately $1,500 in severance costs for approximately 50 terminated employees of the acquired companies, primarily in the Collegiate Marketing and Production

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Services and the Affinity Events business segments. These costs were accrued as part of the preliminary allocation of the purchase price, and through June 30, 2002, the Company has expended substantially all of the amounts originally reserved for its intended purposes.

Had the Host-USA Acquisition been consummated as of July 1, 1999, for the fiscal year ended June 30, 2000, the Company’s pro forma (unaudited) total revenues would have been $129,711, the operating loss would have been $(3,317), the loss from continuing operations would have been $(14,952), the net loss would have been $(21,791) and the basic and diluted loss per share would have been $(.63). The pro forma operating loss for the fiscal year ended June 30, 2000 includes amortization of acquisition intangibles of $4,545, and does not include the $11,330 expense related to the overstatement of net current assets acquired from USA. These pro forma results are not necessarily indicative of actual results that might have occurred had the operations and management of the Company and the acquired companies been combined in prior years.

4. DISCONTINUED OPERATION

The Company consummated the sale of Datasouth’s computer printer manufacturing operation on September 29, 2000. Accordingly, the operating results and net assets associated with Datasouth’s computer printer manufacturing business have been reported as discontinued operations in the accompanying financial statements.

The loss on the sale of Datasouth of $6,522, including a $350 pretax provision for operating losses during the disposal period, were combined with Datasouth’s operating results and presented as discontinued operations in the financial statements for the year ended June 30, 2000. Certain of the proceeds to be realized on the sale of Datasouth’s assets are deferred under a note agreement with the purchaser that was amended in July 2002 to provide for variable quarterly payments by the purchaser to the Company based on a calculation based on the purchaser’s operating profits. To the extent actual proceeds on the sale of Datasouth’s assets differ from management’s estimate of such proceeds as of June 30, 2002, such differences will be reported as discontinued operations in future periods.

Assets and liabilities of the discontinued operations have been reflected in the consolidated balance sheets as current or noncurrent based on the original classification of the accounts, except that current assets are presented net of current liabilities and noncurrent assets are presented net of noncurrent liabilities.

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The following is a summary of assets and liabilities of these discontinued operations:

		June 30,
		2002			2001
Current assets:
	Accounts receivable, net	$	25		$	168
	Other current assets		87
Current liabilities:
	Accounts payable and accrued expenses		(8	)		(179	)
		$	104		$	(11	)
Noncurrent assets:
	Undeveloped land				$	700
	Other assets					4
	Deferred income taxes					1,878
					$	2,582

The following summarizes revenues and operating results from these discontinued operations:

	Year Ended June 30,
	2001		2000
Revenue from printer operations	$	4,406	$	24,959
Income (loss) from operations		0		(326	)

Revenue from printer operations for the year ended June 30, 2001 represented revenue generated from July 1, 2000 to September 29, 2000, the date Datasouth was sold. No interest expense has been allocated to discontinued operations. There are no material contingent liabilities related to discontinued operations, such as product or environmental liabilities or litigation, which remain with the Company after the disposal of Datasouth.

5. SUPPLEMENTAL CASH FLOW DISCLOSURES

		Year Ended June 30,
		2002			2001			2000
Interest paid		$	10,143		$	11,907		$	8,323
Income taxes paid (recovered), net			(472	)		(2,015	)		397
Noncash investing and financing activities:
	Common stock and stock options issued in Host-USA Acquisition								52,258
	Issuance of subordinated notes in Host-USA Acquisition								18,594
	Issuance of common stock in connection with debt issuance costs		753			1,449			1,219

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6. INVESTMENT IN AFFILIATED COMPANIES

The Company’s investment in affiliated companies consists of the following:

		June 30, 2002					June 30, 2001
Affiliate		Amount		Voting %			Amount		Voting %
Gray common		$	19,060		26.1	%	$	24,515		26.1	%
Gray preferred								3,738
Tarzian								10,000		33.5	%
Rawlings			4,328		10.1	%		8,184		10.1	%
iHigh			1,727		35.1	%		2,802		35.1	%
Other								1,160
	Total	$	25,115				$	50,399

Equity in earnings (losses) of affiliated companies consists of the following:

		Year Ended June 30,
Affiliate		2002			2001			2000
Gray		$	(414	)	$	(1,661	)	$	(1,661	)
Rawlings			(474	)		113			(1,770	)
iHigh			(1,074	)		(2,614	)		(706	)
Host									492
Capital									1,091
Other						(73	)		21
	Total	$	(1,962	)	$	(4,235	)	$	(2,533	)

Investment in Gray and Gain on Issuance of Common Shares – As of June 30, 2002, the Company owned approximately 12.9% of Gray’s outstanding common stock and warrants to purchase additional shares of Gray’s common stocks. Certain executive officers of the Company are also executive officers of Gray.

In the fiscal year ended June 30, 2002, the Company recognized an extraordinary loss of $627, net of tax, as its proportionate share of an extraordinary loss recognized by Gray in January 2002 related to a charge resulting from Gray’s early extinguishment of debt.

In the fiscal year ended June 30, 2002, the Company recognized the cumulative effect of an accounting change of $2,620, net of tax, as its proportionate share of a cumulative effect adjustment recognized by Gray in January 2002 as a result of Gray’s adoption of FASB Statement No. 142, and Gray’s associated reduction in previously unamortized goodwill and purchased intangibles.

The Company provides consulting services to Gray from time to time in connection with Gray’s acquisitions (including acquisition financing) and dispositions. As a result of the Company’s 12.9% equity investment in Gray, approximately 12.9% of the consulting fees charged to Gray is deferred and recognized as consulting fee income as Gray amortizes its goodwill or as the Company’s proportionate equity investment in Gray declines. The Company recognized consulting fee income from Gray of $11, $24 and $1,311 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively, for services rendered in connection with certain of Gray’s acquisitions and dispositions. Deferred income related to

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consulting fees charged to Gray was $663 and $674 as of June 30, 2002 and 2001, respectively.

Until all remaining shares were sold in September 2001, the Company owned shares of Gray’s series A preferred stock entitling the holder thereof to annual cumulative cash dividends of $800 per share, payable quarterly, and shares of Gray’s series B preferred stock entitling the holder thereof to annual cumulative dividends of $600 per share, payable quarterly. Dividends on the series B preferred stock were payable in cash or in additional shares of series B preferred stock, at Gray’s option. Total dividend income on Gray series A and B preferred stock recognized by the Company was $127, $695 and $905 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively. In September 2001, the Company sold its remaining shares of Gray series A and series B preferred stock for the redemption value of $6,803 to certain companies of which the Company’s Chairman of the board is an executive officer and/or principal stockholder, resulting in a gain to the Company of $3,064. In the fiscal year ended June 30, 2001, Gray redeemed series A preferred stock held by the Company at its redemption value of $5,000, resulting in a gain to the Company of $2,160. Proceeds on the sale and redemption of Gray preferred stocks were used to reduce the Company’s long-term debt.

In connection with the Company’s purchases of Gray’s series A and series B preferred stock in 1996, the Company acquired warrants to purchase up to 731 shares of Gray’s class A common stock at $11.92 per share and warrants to purchase up to 375 shares of Gray’s class A common stock at $16.00 per share. All of the warrants owned by the Company to purchase 1,106 shares of Gray’s class A common stock are fully vested and exercisable, and all such warrants expire in 2006. The Company’s warrants for 100 shares of Gray’s common stock (formerly called “class B common stock”) are described under “Investment in Tarzian” below. The aggregate carrying value of the warrants, amounting to $7,409 and $10,116 as of June 30, 2002 and 2001, respectively, is included on the balance sheet as a component of “other assets” (refer also to the discussion of FASB Statement No. 133 in Note 2 under the caption “Derivative Instruments and Hedging Activities”).

In October 1999, Gray acquired three television stations for consideration that included shares of Gray’s common stock valued at approximately $49,500, or $14.41 per share. As a result of such issuance, the Company’s common equity ownership of Gray was reduced from 16.9% to 13.1% (resulting in a reduction in the Company’s voting interest in Gray from 27.5% to 26.2%). As a result of this dilution, and since the newly issued shares were issued at a price which exceeded the Company’s investment carrying value per share, the Company recognized a $490 pretax gain on Gray’s issuance of shares in the year ended June 30, 2000.

Gray’s common stocks are publicly traded on The New York Stock Exchange (symbols: GTN and GTN.A). The aggregate market value of Gray common stock owned by the Company was $36,676 on June 30, 2002 and $38,593 on June 30, 2001, based on the closing price per share as quoted on The New York Stock Exchange as of those dates.

Investment in Tarzian – In January 1999, the Company acquired shares of the outstanding common stock of Tarzian for $10,000. The acquired shares represented 33.5% of the total outstanding common stock of Tarzian, both in terms of the number of shares of common stock outstanding and in terms of voting rights, but such investment represented 73% of the equity of Tarzian for purposes of dividends, as well as distributions in the event of any liquidation, dissolution or other termination of Tarzian. Tarzian filed a complaint with the United States District Court for the Southern District of Indiana, claiming that it had a binding contract with the seller to purchase the shares from the seller prior to the Company’s purchase of the shares, and requests judgment providing that the seller be required to sell the shares to Tarzian. The Company believes that a binding contract between Tarzian and the

47

seller did not exist prior to the Company’s purchase of the shares, and in any case, the Company’s purchase agreement with the seller provides that in the event that a court of competent jurisdiction awards title to a person or entity other than the Company, the purchase agreement is rescinded, and the seller is required to pay the Company the full $10,000 purchase price, plus interest. Tarzian owns and operates two television stations and four radio stations: WRCB-TV Channel 3 in Chattanooga, Tennessee, an NBC affiliate; KTVN-TV Channel 2 in Reno, Nevada, a CBS affiliate; WGCL-AM and WTTS-FM in Bloomington, Indiana; and WAJI-FM and WLDE-FM in Fort Wayne, Indiana.

In March 1999, the Company executed an option agreement with Gray, whereby Gray had the option of acquiring the Tarzian investment from the Company for $10,000, plus related costs. In addition, Gray agreed to pay the Company a finder’s fee of $1,000. After multiple extensions of this option, Gray exercised the option in December 2001 and acquired the Company’s investment for cash proceeds of $10,000. The Company used the proceeds on the sale to reduce its outstanding long-term debt.

The Company recognized option and finders fee income from Gray of $349, $1,289 and $810 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively. As of June 30, 2002 and 2001, option and finder fee income of $398 and $747, respectively, was deferred as a result of the Company’s 12.9% equity investment position in Gray, and will be recognized if and when Gray records expense associated with these fees or as the Company’s proportionate equity investment in Gray declines.

The Company received from Gray warrants to acquire 100 shares of Gray’s common stock (formerly called “class B common stock”) at $13.625 per share, in connection with the option agreement. The warrants vested in December 2001 upon Gray’s exercise of the option and will expire in 2011. The value of these warrants are included in the balance sheet as a component of “other assets” (see discussion in “Investment in Gray and Gain on Issuance of Common Shares” above).

Investment in Rawlings – In November 1997, the Company entered into a series of agreements with Rawlings, including an Investment Purchase Agreement (the “Purchase Agreement”), and a Standstill Agreement. Pursuant to the Purchase Agreement, the Company acquired warrants to purchase approximately 10% of Rawlings’ common stock. The warrant expired unexercised in November 2001. The Standstill Agreement provides that, until July 2003, the Company is restricted in acquiring additional shares of Rawlings’ common stock or participating in certain types of corporate events relating to Rawlings, including proxy contests and tender offers, subject to certain exceptions. In accordance with the terms of the Standstill Agreement, the two directors of the Company who also served on Rawlings’ board of directors were required to resign from the Rawlings’ board in November 2001 upon the expiration of the Rawlings warrants. As a result of the loss of seats on Rawlings’ board of directors, the Company no longer exercises significant influence over Rawlings’ policy-making decisions, and therefore effective December 31, 2001, the Company began accounting for its investment in Rawlings as an “available-for sale” security (as described in Note 2 under the caption “Investment in Affiliated Companies”).

Under the terms of the Purchase Agreement, the Company also acquired approximately 10.3% (representing 10.1% as of June 30, 2002) of Rawlings’ outstanding common stock in the open market from November 1997 through January 1998. The Company’s total cost to purchase the warrants pursuant to the Purchase Agreement was approximately $2,850. During the year ended June 30, 2000, the Company reduced the book value of its investment in the Rawlings warrants to zero, recognizing a $2,850 expense.

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In its fiscal quarter ended May 31, 2000, Rawlings recognized an after tax charge of $12,800 associated with its decision to sell its Vic hockey business. As a result, the Company’s pretax equity in losses of Rawlings was negatively impacted in the fiscal year ended June 30, 2000 by approximately $1,300.

Rawlings’ common stock is publicly traded on the Nasdaq Stock Market. The aggregate market value of Rawlings common stock owned by the Company was $4,328 and $3,726 on June 30, 2002 and 2001, respectively, based on the closing price per share as quoted on the Nasdaq Stock Market as of those dates.

Investment in Quokka / Total Sports – In 1998 and 1999, the Company acquired shares of Total Sports, Inc. convertible preferred stocks for an aggregate cost of $3,500. In connection with the Host-USA Acquisition, the Company acquired Total Sports common stock owned by Host valued at $3,651.

In November 2000, Total Sports was sold to Quokka Sports, Inc. (“Quokka”). In exchange for its investment in preferred and common stock of Total Sports, the Company received Quokka common stock and warrants to purchase Quokka common stock. Quokka’s common stock was publicly traded on the Nasdaq Stock Market until April 2001, when Quokka announced its intention to seek protection under the Federal Bankruptcy Code and soon thereafter, ceased all operations. On the effective date of the exchange, the Company reduced the book value of its investment in Total Sports to the fair market value of the Quokka common stock received in the exchange, recognizing a pretax loss of approximately $6,200 as of the effective date of the exchange. In March 2001, the Company further reduced the book value of its investment in Quokka to zero, recording an additional non-cash charge of approximately $1,800. Quokka operated a sports-oriented web site and provided web site services for amateur and professional sports organizations and conferences, college athletic departments, and selected corporations.

Investment in iHigh – In connection with the Host-USA Acquisition, the Company acquired 39.4% (currently, approximately 35.1%) of the then outstanding common stock of iHigh valued at $6,122 as of the acquisition date.

Investments in Host, USA and Capital – Prior to the Host-USA Acquisition, the Company was effectively Host’s largest stockholder, owning directly or indirectly approximately 32.5% of Host common stock and 51.5% of Host preferred stock. The Company’s indirect ownership of Host’s common stock and Host’s preferred stock was owned by Capital, in which the Company owned 51.5% of the common stock. The Company and Host together were the largest stockholders of USA, with the Company owning approximately 3% of USA capital stock and Host owning approximately 33.8% of USA capital stock. Capital’s assets consisted solely of investments in Host common stock and all of Host 8% series B preferred stock.

The Company recognized its equity in earnings of Host on a six-month lag basis. In January 1999, USA sold its investment in broadcast.com, inc., a marketable security, recognizing an after-tax gain of approximately $40,000. As a result of Host’s equity investment in USA and the Company’s equity investment in Host reported on a six-month lag basis, the Company recognized approximately $1,900 as equity in earnings of affiliates in the fiscal year ended June 30, 2000 due to USA’s gain on the disposal of broadcast.com, inc.

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Summarized Aggregate Financial Information (unaudited) –

The aggregate financial position of Gray and iHigh is as follows:

	June 30,
	2002		2001
Current assets	$	47,168	$	33,667
Property and equipment		61,687		68,425
Total assets		597,632		619,139
Current liabilities		25,078		29,124
Long-term debt		378,676		368,167
Total liabilities		461,911		469,741
Redeemable preferred stock		39,233
Stockholders’ equity		96,488		149,398

The aggregate operating results of Gray and iHigh are as follows:

	Year Ended June 30,
	2002			2001			2000
Operating revenue	$	161,819		$	168,518		$	159,834
Income from operations		27,147			20,936			20,412
Net loss		(5,597	)		(14,305	)		(11,639	)

Due to aggregate cumulative net losses reported by affiliated companies during the period in which the Company has had its investment in each affiliate, there are no aggregate undistributed earnings of investments accounted for by the equity method as of June 30, 2002.

7. PROPERTY AND EQUIPMENT

The Company’s property and equipment consist of the following:

	June 30,
	2002		2001
Land	$	448	$	448
Building		962		962
Leasehold and building improvements		622		851
Machinery & equipment		2,854		2,598
Office furniture and equipment		3,628		4,166
		8,514		9,025
Accumulated depreciation and amortization		3,116		2,402
	$	5,398	$	6,623

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8. ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consist of the following:

	June 30,
	2002		2001
Incurred unbilled costs	$	6,966	$	3,156
Guaranteed rights fees and profit splits		9,305		7,583
Interest		952		1,040
Other		2,326		2,163
	$	19,549	$	13,942

9. LONG-TERM DEBT AND NOTES PAYABLE

As amended in October 2002, the Company’s bank credit agreement provides for (a) two term loans (the “Term Loans”) for borrowings totaling $73,932, bearing interest at either the banks’ prime rate plus .75% or the London Interbank Offered Rate (“LIBOR”) plus 3.75%, requiring minimum aggregate principal payments of $5,000 by each of January 15, 2003, April 15, 2003 and July 15, 2003, with all amounts outstanding under the Term Loans due on September 30, 2003; and (b) a revolving loan commitment (the “Revolver”) for maximum borrowings of $20,000 until maturity on September 30, 2003, bearing interest at either the banks’ prime rate plus .75% or LIBOR plus 3.75%. Interest is payable monthly. Borrowings under the Revolver are allowed to exceed 100% of eligible accounts receivable, however amounts borrowed exceeding such threshold will bear an additional amount of interest at a rate of 2% per annum. As of June 30, 2002, borrowings of $73,932 were outstanding under the Term Loans, borrowings of $19,975 were outstanding under the Revolver, and additional available borrowing capacity under the Revolver was $25 at that date, of which, the Company anticipates repayment of up to $15,000 in the year ending June 30, 2003. As a result of the amendment in October 2002 and the Company’s plans for principal repayment by June 30, 2003, $15,000 has been presented in the balance sheet as the current portion of long-term debt, and the remainder is classified as a long-term liability. As of June 30, 2002, all borrowings under the Term Loans were subject to the banks’ prime rate-based rate of 6.25% and all borrowings under the Revolver were subject to the banks’ prime rate-based rate of 5.75%.

As of June 30, 2001, the Company had borrowings totaling $84,134 outstanding under the Term Loans and borrowings of $24,375 outstanding on the Revolver. As of June 30, 2001, all borrowings under the Term Loans were subject to the banks’ prime rate-based rate of 7.75% and all borrowings under the Revolver were subject to the banks’ prime rate-based rate of 7.25%.

The bank credit agreement, as amended, contains certain financial covenants, including the maintenance of a minimum amount of net worth and maintenance of minimum profitability thresholds determined quarterly. Long-term debt is collateralized by all of the Company’s assets, including all of its investments in affiliated companies. During the fiscal years ended June 30, 2002 and 2001, the Company was periodically out of compliance with certain financial covenants, some of which having since been eliminated under the amended credit agreement, and other provisions considered to be events of default under the terms of the credit agreement; however, the Company obtained waivers of each of these events of default, and is presently in compliance with all provisions of the credit agreement as last amended on October 11, 2002.

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In connection with the Company’s bank credit facilities, the Company’s Chairman of the board entered into a guarantee agreement in favor of the banks, for which he received compensation from the Company during the fiscal years ended June 30, 2002, 2001 and 2000 in the form of 1,055,000, 874,000 and 305,000 restricted shares of the Company’s common stock then valued at $753, $1,449 and $1,219, respectively. As amended, the agreement provides for the Chairman’s personal guarantee of up to $91,000 of the Company’s outstanding bank debt. The guaranteed amount reduces dollar for dollar, subject to certain limitations, as the aggregate outstanding amount under the Term Loans is reduced. The guarantee agreement provides that if the Company defaults on its bank loan, the banks have the right to require the Chairman to repay the amount of such loan to the banks up to the maximum amount of his personal guarantee. Under the terms of his guarantee, if the banks exercise their rights to demand repayment from the guarantor, the Chairman has the option to purchase the entire loan from the banks, and thereby becoming the holder of the Company’s debt currently payable to the banks as a secured creditor.

In connection with the Host-USA Acquisition, the Company issued 8% subordinated notes having an aggregate face value of $18,594. Interest is payable quarterly and the notes had an original maturity date of January 17, 2003. Through October 11, 2002, holders representing an aggregate amount of approximately $18,200 of these subordinated notes agreed to amend the maturity date of their note, in substantially all cases, to January 17, 2006. It is anticipated that by no later than December 31, 2002, the remaining note holders will agree to the same or similar terms. Payment of interest and principal on all subordinated notes is subordinate to the Company’s bank credit agreement. In connection with the acquisition of certain business operations, the Company also issued 9% subordinated notes in September 2000 having an aggregate face value of $1,180, due in annual installments of $590 with interest. Payment of interest and principal on all of the subordinated notes is subordinate to the Company’s bank credit agreement. In October 2002 the holders of these subordinated notes representing an aggregate outstanding amount of $590 agreed to amend the maturity date of their notes to March 31, 2004. The total amount of subordinated notes payable as of June 30, 2002 and 2001 was $19,184 and $19,774, respectively.

The Company is a party to two interest rate swap agreements. The first agreement, terminating on December 31, 2002, involves the exchange of interest at a fixed rate of 6.08% for interest at a variable rate, determined quarterly, equal to the 90-day LIBOR rate, without an exchange of the $20,000 notional amount upon which the payments are based. The second agreement, terminating on December 31, 2002 (or December 31, 2004, at the bank’s option), involves the exchange of interest at a fixed rate of 6.71% for interest at a variable rate, determined quarterly, equal to the 90-day LIBOR rate, without an exchange of the $25,000 notional amount upon which the payments are based. The differential paid or received as interest rates change is settled quarterly and is accrued and recognized as an adjustment of interest expense related to the debt.

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10. INCOME TAXES

The Company’s income tax benefit attributable to continuing operations consists of the following:

		Year Ended June 30,
		2002		2001		2000
Current:
	Federal	$		$		$
	State						(271	)
							(271	)
Deferred			7,257		6,228		5,348
		$	7,257	$	6,228	$	5,077

The principal differences between the federal statutory tax rate and the effective tax rate applicable to continuing operations are as follows:

	Year Ended June 30,
	2002			2001			2000
Federal statutory tax rate		34.0	%		34.0	%		34.0	%
Non-deductible intangibles amortization		(8.0	)		(6.0	)		(3.3	)
Correction of purchase price allocation								(14.8	)
State income taxes, net of federal benefit		2.1			2.0			1.4
Change in valuation allowance		(3.8	)
Other, net		(2.4	)		(3.8	)		2.1
Effective tax rate		21.9	%		26.2	%		19.4	%

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Deferred tax liabilities (assets) associated with continuing operations are comprised of the following:

		June 30,
		2002			2001
Property and equipment		$	1,786		$	608
Prepaid costs and expenses						397
Valuation of derivative financial instruments			1,100			1,933
Other, net			42
	Gross deferred tax liabilities		2,928			2,938
Allowance for doubtful accounts			(167	)		(204	)
Investment in affiliated companies			(4,010	)		(194	)
Accrued expenses			(1,338	)		(338	)
Deferred income			(452	)		(714	)
Nonqualified stock options outstanding			(1,395	)		(1,395	)
Net operating loss carryforward			(17,635	)		(8,913	)
Alternative Minimum Tax credit carryforward			(490	)		(357	)
Business credit carryforward			(116	)		(116	)
Other, net						(19	)
	Gross deferred tax assets		(25,603	)		(12,250	)
	Less: valuation allowance		1,275
	Deferred tax assets net of valuation allowance		(24,328	)		(12,250	)
	Total deferred tax liability (asset), net	$	(21,400	)	$	(9,312	)

The loss on operations of the discontinued segment for the year ended June 30, 2000 is presented net of a tax benefit of $10. The loss on disposal of the discontinued segment for the fiscal year ended June 30, 2000 is presented net of an income tax benefit of $1,247.

As of June 30, 2002, the Company has a net operating loss carryforward for tax purposes of approximately $48,500 expiring beginning in 2018 to reduce Federal taxable income in the future. The Company also has as of June 30, 2002 an Alternative Minimum Tax credit carryforward of $490, and a business credit carryforward of $116, to reduce regular Federal tax liabilities in the future. In the fiscal year ended June 30, 2002, the Company established a valuation allowance of $1,275 because it was estimated that the Company may not ultimately realize all of the tax benefits from the operating loss carryforward prior to its expiration.

11. PREFERRED STOCK ISSUANCE AND EXCHANGE

In June 2001, the Company issued 3,000 shares of its series A preferred stock (the “Series A Preferred Stock”) with detachable warrants, for cash of $3,000, to companies of which the Company’s Chairman is an executive officer and/or principal stockholder. In November 2001, the Company issued 2,400 shares of its redeemable series B convertible preferred stock (the “Series B Preferred Stock”) for cash of $2,400 to a company of which the Company’s Chairman is an executive officer and principal stockholder. In addition, all holders of the Series A Preferred Stock elected to exchange their aggregate total of 3,000 shares of Series A Preferred Stock and the detachable warrants for the same number of shares of Series B Preferred Stock. Each share of the Series B Preferred Stock is convertible at the holder’s option into 1,000 shares of the Company’s common stock beginning in November 2003. The holder of the Series B Preferred Stock is entitled to receive dividends at an annual rate of $90.00 per share in cash or in shares of the Company’s common stock at the holder’s option, except that, until the second anniversary of the date of issuance, the Company has the option

54

to pay such dividends in cash or in shares of the Company’s common stock. The liquidation and redemption price of the Series B Preferred Stock is $1,000 per share. The Company has the option to redeem the Series B Preferred Stock at any time; however, the Series B Preferred Stock must be redeemed by the tenth anniversary of the date of issuance.

12. STOCK OPTIONS

The Company’s 1994 Long Term Incentive Plan (the “1994 Plan”) reserves 7,200 shares of Company common stock for issuance of stock options, restricted stock awards and stock appreciation rights. Certain options granted under the 1994 Plan are fully vested at the date of grant, and others vest over three to five year periods. Options granted under the 1994 Plan have terms ranging from five to ten years. In connection with the Host-USA Acquisition, options for an aggregate of 2,819 exercisable shares were granted to former holders of options for Host and USA shares, at exercise prices ranging from $.34 to $4.06 per share. As of June 30, 2002 and 2001, there were 545 and 1,221 shares available for future option grants under the 1994 Plan, respectively.

The Company’s Non-Employee Directors’ 1994 Stock Option Plan (the “1994 Directors’ Plan”) reserves 350 shares of the Company’s common stock for issuance of stock options. Options under the 1994 Directors’ Plan are fully vested when granted. Shares available for future option grants under the 1994 Directors’ Plan were 135 as of June 30, 2002 and 150 as of June 30, 2001.

Information with respect to the Company’s stock option plans follows:

				Option			Option
				Shares			Price Range
Outstanding as of July 1, 1999					1,530		$	0.75 - $4.38
	Grants				3,004		$	0.34 - $4.25
	Exercised				(652	)	$	0.34 - $4.06
	Forfeited				(24	)	$	2.31 - $2.41
Outstanding as of June 30, 2000					3,858		$	0.34 - $4.38
	Grants				1,360		$	1.35 - $2.06
	Exercised				(25	)	$	0.69
	Forfeited				(364	)	$	0.69 - $4.06
Outstanding as of June 30, 2001					4,829		$	0.34 - $4.38
	Grants				1,175		$	.93 - $1.05
	Exercised				(60	)	$	0.88
	Forfeited				(485	)	$	0.88 - $4.25
Outstanding as of June 30, 2002					5,459		$	0.34 - $4.38
		Exercisable as of:
			June 30, 2000		3,594		$	0.34 - $4.38
			June 30, 2001		3,359		$	0.34 - $4.38
			June 30, 2002		3,766		$	0.34 - $4.38

The weighted average per share fair value of options granted was $.62, $.83 and $1.85 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively. As of June 30, 2002, the number of outstanding shares under option, weighted average option exercise price and weighted average remaining option contractual life was as follows: 75 exercisable shares at $.75 per share, expiring in 0.3 years; 372 exercisable shares at $.88 per share, expiring in 2.0 years; 150 exercisable shares at $1.50 per share, expiring in 2.3 years; 80 exercisable shares

55

at $2.44 per share, expiring in 3.8 years; 5 exercisable shares at $2.38 per share, expiring in 4.8 years; 10 exercisable shares at $4.38 per share, expiring in 5.9 years; 60 exercisable shares at $3.73 per share expiring in 6.7 years; 2,152 exercisable shares at $.77 per share expiring in 3.7 years; 141 shares at $4.25 per share expiring in 7.8 years (98 shares of which were exercisable); 1,333 shares at $1.48 per share expiring in 7.4 years (450 shares of which were exercisable); and 1,081 shares at $1.05 per share expiring in 9.1 years (313 shares of which were exercisable).

Pro forma net loss and loss per share required by FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”) have been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair values for these options were estimated at the time of grant using a Black-Scholes option pricing model assuming a weighted average risk-free interest rate of 5.17%, dividend yield of 0.0%, a weighted average volatility factor of .477, and a weighted average expected life for the options of 7.3 years. Had compensation cost been measured based on the fair value based accounting of FAS 123, the net loss available to common stockholders would have been $(29,589), or $(.81) per share (basic and diluted), for the fiscal year ended June 30, 2002; $(18,901), or $(.54) per share (basic and diluted), for the fiscal year ended June 30, 2001; and $(27,974), or $(.96) per share (basic and diluted), for the fiscal year ended June 30, 2000. Since FAS 123 is applicable only to options granted subsequent to December 31, 1994, its pro forma effect has not fully reflected until the year ended June 30, 2001.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The aggregate fair value of the Company’s investment in affiliated companies was approximately $46,000, compared to the carrying value of $25,115, as of June 30, 2002, and $77,000, compared to the carrying value of $50,399, as of June 30, 2001. The estimate of fair value was based on, in the case of Gray, independent appraisals as of June 30, 2002 and 2001 used in connection for valuing the warrants to acquire the common stock of Gray owned by the Company; in the case of publicly-traded Rawlings, quoted market prices on the Nasdaq Stock Market as of June 30, 2002 and 2001; in the case of Tarzian as of June 30, 2001, acquisition cost; and in the case of iHigh, the value attributed to iHigh at the date of the Host-USA Acquisition less the Company’s equity in iHigh’s net losses since the Host-USA Acquisition; and management estimates.

The fair value of the Company’s interest rate swap agreements, having an aggregate notional amount of $45,000, is included as a component of “other assets” in the consolidated balance sheet (see “Derivative Instruments and Hedging Activities” in Note 2). The fair value, which equals the estimated amount to be received (paid) on terminating the swap agreements, if the Company had elected to do so, was approximately $(2,536) as of June 30, 2002 and $(1,897) as of June 30, 2001. The aggregate fair value of warrants to acquire the common stock of Gray, likewise included as a component of “other assets” in the consolidated balance sheet, was $7,409 as of June 30, 2002 and $10,116 as of June 30, 2001. The fair values of the warrants were determined based on an independent appraisal as of June 30, 2002 and 2001, respectively.

All other financial instruments, including cash, cash equivalents, receivables, payables and variable rate bank debt are estimated to have a fair value which approximates carrying value in the financial statements.

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14. RETIREMENT PLANS

The Company had two 401(k) defined contribution benefit plans (following a merger of two plans effective July 1, 2001), whereby employees of the Company may contribute a portion of their gross pay to the plans subject to limitations set forth by the Internal Revenue Service. One of the two plans was terminated as of January 1, 2002. The Company may make matching and/or discretionary contributions to the employees’ accounts in amounts based on criteria set forth in the plan agreements. Total Company contributions to the plans were $517, $1,163 and $349 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively, including contributions made to the Host and USA plans subsequent to the date of the Host-USA Acquisition.

15. COMMITMENTS AND CONTINGENCIES

The Company was obligated under the Host-NCAA Contract to issue an irrevocable letter of credit in contractually determined amounts to guarantee the Company’s payments to the NCAA for each contract period. The Company arranged for insurance companies to issue performance bonds on behalf of the Company in lieu of a portion of the irrevocable letter of credit as part of the guarantee to the NCAA. As of June 30, 2002, there was a $5,000 performance bond issued for the benefit of the NCAA and no outstanding letters of credit. The Host-NCAA Contract ended in August 31, 2002. Subsequent to June 30, 2002, the final guaranteed rights fee installment was paid to the NCAA and the $5,000 performance bond expired. Under the Host-CBS Contract, the Company was originally obligated to a $575,000 guaranteed rights fee obligation over a 11-year period; however, as a result of the changes to the contract executed in September 2002, the guaranteed rights fee obligation was substantially eliminated.

The Company commits under certain contracts, which expire at varying times through 2006, to the payment of guaranteed rights fees. Future guaranteed rights fee commitments as of June 30, 2002 totaled approximately $15,300 for the year ending June 30, 2003 and approximately $43,700 over the entire remaining term of such contracts, which range from one to four years.

Bull Run’s executive offices are leased from a company affiliated with a principal stockholder and director of the Company under an operating lease expiring in December 2002. Host has various operating leases for facilities and equipment expiring in 2003 through 2011. The Company’s total rental expense was $2,617, $2,505 and $1,843 for the fiscal years ended June 30, 2002, 2001 and 2000, respectively. The minimum annual rental commitments under these and other leases with an original lease term exceeding one year are $2,246, $1,450, $1,223, $740 and $260 for the years ending June 30, 2003, 2004, 2005, 2006 and 2007, respectively, and $823 thereafter.

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a significant effect on the Company’s consolidated financial position or results of operations.

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16. EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Year Ended June 30,
	2002			2001			2000
Loss from continuing operations before extraordinary item and cumulative effect of accounting change	$	(25,906	)	$	(17,584	)	$	(20,985	)
Preferred dividends		(396	)
Loss available to common stockholders before extraordinary item and cumulative effect of accounting change		(26,302	)		(17,584	)		(20,985	)
Extraordinary loss		(627	)
Cumulative effect of accounting change		(2,620	)		(1,120	)
Loss from continuing operations		(29,549	)		(18,704	)		(20,985	)
Loss from discontinued operations								(6,839	)
Net loss available to common stockholders	$	(29,549	)	$	(18,704	)	$	(27,824	)
Weighted average number of common shares outstanding for basic loss per share		36,485			35,307			29,044
Effect of dilutive employee stock options
Adjusted weighted average number of common shares and assumed conversions for diluted loss per share		36,485			35,307			29,044
Basic and diluted earnings (loss) per share:
Loss available to common stockholders before extraordinary item and cumulative effect of accounting change	$	(0.72	)	$	(0.50	)	$	(0.72	)
Extraordinary loss		(0.02	)
Cumulative effect of accounting change		(0.07	)		(0.03	)
Loss from continuing operations		(0.81	)		(0.53	)		(0.72	)
Loss from discontinued operations								(0.24	)
Net loss available to common stockholders	$	(0.81	)	$	(0.53	)	$	(0.96	)

The effect of potentially dilutive employee stock options not considered above because they were anti-dilutive was 1,088 shares, 1,813 shares and 1,831 shares for the fiscal years ended June 30, 2002, 2001 and 2000, respectively.

17. OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is as follows:

		Year Ended June 30,
		2002			2001			2000
Net loss		$	(29,153	)	$	(18,704	)	$	(27,824	)
Other comprehensive loss:
	Change in the valuation of available-for-sale investments, net of deferred tax		(2,080	)
Comprehensive loss		$	(31,233	)	$	(18,704	)	$	(27,824	)

The change in valuation of available-for-sale investments resulted from the change in accounting for the Company’s investment in Rawlings from the equity method to accounting

58

for it as an “available-for-sale” marketable security (as discussed in Note 6 under the caption “Investment in Affiliated Companies”). Changes in the value of the Company’s investment in Rawlings common stock, as determined by the closing price of Rawlings common stock quoted on the Nasdaq Stock Market as the beginning and end of each fiscal period, will result in future comprehensive income or loss.

18. SEGMENT DATA (unaudited)

Following the Host-USA Acquisition, the Company had four business segments associated with its continuing operations that provide different products or services: (a) marketing and production services, which primarily includes services rendered in connection with college athletics (“Collegiate Marketing and Production Services”); (b) event management and marketing services (“Affinity Events”); (c) association management services (“Affinity Management Services”); and (d) consulting services (“Consulting”). A fifth business segment, associated with computer printer manufacturing and related sales and services, has been classified as a discontinued segment. Information for each of the Company’s segments associated with continuing operations is presented below. Operating results for the Collegiate Marketing and Production Services, Affinity Events and Affinity Management Services segments presented for the year ended June 30, 2000 only include results for the period December 17, 1999 (the date of the Host-USA Acquisition) through June 30, 2000.

		Year Ended June 30,
		2002			2001			2000
Net revenues, continuing operations:
	Collegiate Marketing and Production Services	$	79,099		$	85,019		$	54,443
	Affinity Events		19,248			24,177			11,312
	Affinity Management Services		14,714			11,117			4,934
	Consulting		11			24			1,311
		$	113,072		$	120,337		$	72,000
Operating income (loss):
	Collegiate Marketing and Production Services	$	(4,945	)	$	4,795		$	4,354
	Affinity Events		(2,424	)		(3,837	)		(2,551	)
	Affinity Management Services		1,275			1,681			568
	Consulting		11			24			1,311
	Amortization of acquisition intangibles		(7,824	)		(4,267	)		(2,602	)
	Unallocated general and administrative costs		(2,149	)		(2,274	)		(3,010	)
		$	(16,056	)	$	(3,878	)	$	(1,930	)

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		Year Ended June 30,
		2001		2001		2000
Depreciation expense, continuing operations:
	Collegiate Marketing and Production Services	$	1,301	$	901	$	692
	Affinity Events		92		634		176
	Affinity Management Services		118		109		181
	Unallocated general and administrative costs		7		6		5
		$	1,518	$	1,650	$	1,054
Capital expenditures, continuing operations:
	Collegiate Marketing and Production Services	$	214	$	430	$	801
	Affinity Events		44		656		47
	Affinity Management Services		7		77		182
	Unallocated general and administrative costs		14		3		7
		$	279	$	1,166	$	1,037

		June 30,
		2002		2001
Total assets, continuing operations:
	Collegiate Marketing and Production Services	$	17,732	$	27,852
	Affinity Events		5,149		11,499
	Affinity Management Services		2,008		7,603
	Investments in affiliated companies		25,115		50,399
	Goodwill, customer base and trademarks		75,064		82,888
	Net assets of discontinued segment		104		2,582
	Other		35,827		23,715
		$	160,999	$	206,538

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SUPPLEMENTARY DATA

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
(Dollars and shares in thousands, except per share amounts)

		Quarter Ended
		September 30,			December 31,			March 31,			June 30,
		2001			2001			2002			2002
Revenue from services rendered		$	23,104		$	34,082		$	34,035		$	21,851
Operating loss			(2,133	)		(672	)		(1,540	)		(11,711	)
Loss from continuing operations before extraordinary loss and cumulative effect adjustment			(3,665	)		(3,297	)		(3,476	)		(15,468	)
Extraordinary loss									(627	)
Cumulative effect of accounting change									(2,620	)
Loss from continuing operations			(3,665	)		(3,297	)		(6,723	)		(15,468	)
Net loss			(3,665	)		(3,297	)		(6,723	)		(15,468	)
Preferred dividends			(68	)		(85	)		(121	)		(122	)
Net loss available to common stockholders			(3,733	)		(3,382	)		(6,844	)		(15,590	)
Loss per share available to common stockholders, basic and diluted:
	Loss available to common stockholders from continuing operations before extraordinary item and cumulative effect adjustment	$	(0.10	)	$	(0.09	)	$	(0.10	)	$	(0.42	)
	Loss available to common stockholders from continuing operations	$	(0.10	)	$	(0.09	)	$	(0.19	)	$	(0.42	)
	Net loss available to common stockholders	$	(0.10	)	$	(0.09	)	$	(0.19	)	$	(0.42	)
Weighted average number of shares, basic and diluted			36,002			36,136			36,514			37,290
		September 30,			December 31,			March 31,			June 30,
		2000			2000			2001			2001
Revenue from services rendered		$	23,983		$	35,905		$	35,645		$	24,804
Operating income (loss)			(3,947	)		2,180			(1,136	)		(975	)
Loss from continuing operations before cumulative effect adjustment			(5,710	)		(33	)		(5,726	)		(6,115	)
Cumulative effect of accounting change			(1,120	)
Loss from continuing operations			(6,830	)		(33	)		(5,726	)		(6,115	)
Net loss			(6,830	)		(33	)		(5,726	)		(6,115	)
Loss from continuing operations before cumulative effect per share, basic and diluted:
	Loss from continuing operations before cumulative effect adjustment	$	(0.16	)	$	(0.00	)	$	(0.16	)	$	(0.17	)
	Loss from continuing operations	$	(0.19	)	$	(0.00	)	$	(0.16	)	$	(0.17	)
	Net loss	$	(0.19	)	$	(0.00	)	$	(0.16	)	$	(0.17	)
Weighted average number of shares, basic and diluted			35,085			35,085			35,213			35,844

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     None

PART III

Item 10. Directors and Executive Officers of the Registrant

     Set forth below is certain information concerning each of the officers and directors of the Company as of September 30, 2002.

     J. MACK ROBINSON, 79, has been a director of the Company since 1992, and the Chairman of the Board since 1994, and was Secretary and Treasurer of the Company in 1994; has been Chairman of the Board and President of Delta Life Insurance Company since 1958; was President of Atlantic American Corporation, (an insurance holding company) from 1988 to 1995, and Chairman of the Board of Atlantic American Corporation since 1974; and has been a director of Gray since 1993, becoming Chairman in September 2002, Chief Executive Officer of Gray since 1996, and from 1996 until September 2002, President of Gray.

     GERALD N. AGRANOFF, 55, has been a director of the Company since 1990; is the Managing Member of Inveraray Capital Management LLC (an investment management company); is a general partner of SES Family Investment & Trading Partnership, L.P. (an investment partnership); is the a general partner of, and general counsel to, Edelman Securities Company, L.P. (a registered broker-dealer), having been affiliated with the firm since 1982; he is Vice Chairman, Acting President and a director of Dynacore Holdings Corporation; and he is a director of Canal Capital Corporation.

     JAMES W. BUSBY, 48, has been a director of the Company since 1994; has been President of Del Mar of Wilmington Corporation (a real estate development company) since 1997; was the President of Datasouth Computer Corporation, a subsidiary of Bull Run since 1994, from 1984 to 1997; and was one of the founders of Datasouth in 1977, serving as Secretary from 1977 until 1984.

     W. JAMES HOST, 64, has been a director of the Company since 1999; and has been the Chief Executive Officer of Host Communications, Inc., a subsidiary of Bull Run since 1999, since founding the company in 1972.

     HILTON H. HOWELL, JR., 40, has been a director of the Company since 1994 and its Vice President and Secretary since 1994; has been the President and Chief Executive Officer of Atlantic American Corporation (an insurance holding company) since 1995 and Executive Vice President from 1992 to 1995; has been Executive Vice President and General Counsel of Delta Life Insurance Company and Delta Fire & Casualty Insurance Co. since 1991; and has been a director of Gray since 1993, Vice Chairman of Gray since September 2002 and Executive Vice President of Gray from 2000 to September 2002.

     MONTE C. JOHNSON, 65, has been a director of the Company since 2001; has been self-employed as a business consultant since 1987; and has been President of KAJO, Inc. (an oil and gas operating company) since 1995.

     ROBERT S. PRATHER, JR., 57, has been the President and Chief Executive Officer of the Company and a director since 1992; has been a director of Gray since 1993, President and Chief Operating Officer of Gray since September 2002, and was Executive Vice President of Gray from 1996 to September 2002; and is a director of The Morgan Group,

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Inc. (a transportation company) and a director of Swiss Army Brands, Inc. (a manufacturer and distributor of consumer products).

     FREDERICK J. ERICKSON, 43, has been Vice President – Finance, Treasurer and Chief Financial Officer of the Company since 1994; has served in the capacity of Executive Vice President – Finance & Administration or similar capacities with Datasouth since 1993; and was interim Chief Financial Officer of Gray from March to September 1998.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires Bull Run’s directors and executive officers, and persons who own more than 10 percent of the Bull Run common stock, to file with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) of Bull Run common stock. To the Company’s knowledge, based solely on review of the copies of such reports furnished to Bull Run and representations that no other reports were required during the year ended June 30, 2002, all Section 16(a) filing requirements applicable to Bull Run’s executive officers, directors and greater than 10 percent beneficial owners were met.

Item 11. Executive Compensation

     The following table contains information about the compensation earned by Bull Run’s President and Chief Executive Officer and the other executive officer of Bull Run who earned more than $100,000 for the fiscal year ended June 30, 2002.

Summary Compensation Table

										Long-Term Compensation
				Annual Compensation						Awards				Payouts
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
										Other		Restricted		Securities
Name and								Annual		Stock		Underlying		LTIP		All Other
Principal								Compen-		Award(s)		Options/		Payouts		Compen-
Position		Year		Salary ($)		Bonus ($)		sation ($)		($)		SARs (#)		($)		sation ($)
Robert S. Prather, Jr.,			2002	$	349,600	$	—	$	—	$	—		—	$	—	$	4,108	(1)
	President and Chief		2001	$	428,062	$	150,000	$	—	$	—	700,000 shares		$	—	$	10,200	(1)
	Executive Officer of		2000	$	388,000	$	125,000	$	—	$	—		—	$	—	$	10,000	(1)
	Bull Run
Frederick J. Erickson,			2002	$	159,000	$	5,000	$	—	$	—		—	$	—	$	7,036	(1)
	Vice President-		2001	$	151,615	$	50,000	$	—	$	—	100,000 shares		$	—	$	9,455	(1)
	Finance of Bull Run		2000	$	140,500	$	36,377	$	—	$	—		—	$	—	$	10,613	(1)

(1) Consists of employer contributions to the defined contribution retirement plan.

     Directors of the Company or its subsidiaries are entitled to a fee of $15,000 per year for their services as directors, payable in cash or shares of the Company’s common stock at each director’s option, and are reimbursed for their expenses for each meeting attended. Audit Committee members are compensated $1,000 for each meeting attended in person, and $500 for each meeting attended telephonically. Robert S. Prather, Jr., a director who is also an employee of the Company, received fees of $15,000 during the fiscal years ended June 30, 2002 and 2001 for his services as a director. For the fiscal years ended June 30, 2002 and 2001, W. James Host waived his right to receive a director’s fee. During the fiscal year ended June 30, 2001, Mr. J. Mack Robinson, the Company’s Chairman of the Board, was granted an option to purchase up to 350,000 shares of the Company’s common

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stock at an exercise price of $1.49 per share (110% of the market value of the Company’s common stock on the date of grant) under the 1994 Long Term Incentive Plan. Directors who are not employees of the Company or its subsidiaries are eligible to receive stock options under the Company’s Non-Employee Directors’ 1994 Stock Option Plan. During the fiscal year ended June 30, 2002, each of Gerald N. Agranoff, James W. Busby and Monte C. Johnson, directors of the Company, was granted an option to purchase up to 5,000 shares of the Company’s common stock at an exercise price of $.93 per share (the market value of the Company’s common stock on the date of grant) under the 1994 Non-Employee Directors’ Plan. During the fiscal years ended 2001 and 2000, each of Mr. Agranoff and Mr. Busby was granted in each year an option to purchase up to 5,000 shares of the Company’s common stock at an exercise price of $2.06 and $3.94 per share, respectively, (the market value of the Company’s common stock on the date of grant) under the 1994 Non-Employee Directors’ Plan.

Compensation Committee Interlocks and Insider Participation

     J. Mack Robinson, Gerald N. Agranoff and James W. Busby are the members the Company’s Management Compensation and Stock Option Committee. Mr. Robinson, the Company’s Chairman of the Board, is also Chairman, Chief Executive Officer and a director of Gray and serves on the Compensation Committee of Gray. Mr. Busby was President of Datasouth Computer Corporation, the Company’s wholly owned subsidiary until its sale in 2001, from 1984 until his retirement in 1997.

     Robert S. Prather, Jr., President, Chief Executive Officer and a director of the Company, is also President, Chief Executive Officer and a director of Gray. Hilton H. Howell, Jr., Vice President, Secretary and a director of the Company, is also Vice Chairman and a director of Gray.

     The Company has provided consulting services to Gray from time to time in connection with Gray’s acquisitions, dispositions and acquisition financing. During the fiscal year ended June 30, 2002, the Company provided Gray such services in connection with Gray’s pending acquisition of Stations Holding Company, Inc., discussed elsewhere herein, for which the Company was paid $5,000,000. This fee is refundable to Gray if Gray does not ultimately acquire Stations. During the fiscal year ended June 30, 2002, Gray exercised its option to purchase the Company’s investment in Sarkes Tarzian, Inc. for $10,000,000.

Employment Agreements

     The Company had no employment agreements with any of its executive officers during the year ended June 30, 2002.

Stock Options

     There were no stock options granted during the fiscal year ended June 30, 2002 to the named executive officers. There were no stock appreciation rights exercised during the fiscal year ended June 30, 2002 and none were outstanding as of June 30, 2002.

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     The following table sets forth information concerning outstanding and unexercised options held by the named executive officers set forth in the table above as of June 30, 2002.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

(a)	(b)		(c)		(d)				(e)
					Number of Securities				Value of Unexercised
	Shares				Underlying Unexercised				In-the Money
	Acquired		Value		Options/SARs at FY-End (#)				Options/SARs at FY-End ($)
	on Exercise		Realized
Name	(#)		($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Robert S. Prather, Jr.		—	$	—		72,740		—	$	40,465	$	—
						75,000		—	$	11,250	$	—
						233,000		467,000	$	—	$	—
						380,740		467,000	$	51,715	$	—
Frederick J. Erickson		—	$	—		72,000		—	$	1,800	$	—
						50,000		—	$	—	$	—
						33,000		67,000	$	—	$	—
						155,000		67,000	$	1,800	$	—

Report of the Management Compensation and Stock Option Committee

     Bull Run’s executive compensation program is administered by the Management Compensation and Stock Option Committee of the board of directors, a committee currently composed of J. Mack Robinson, Gerald N. Agranoff and James W. Busby, all of whom are non-employee directors. The Compensation Committee makes recommendations to the board of directors concerning the overall philosophy of Bull Run’s executive compensation program, which consists of base salaries, annual incentives and long-term incentives, and makes determinations with respect to the grant of incentive awards, stock options and restricted stock awards to the executive officers and certain employees of Bull Run and its subsidiaries.

     Executive Compensation Philosophy. Bull Run’s executive compensation program is designed to attract, retain and motivate qualified executive personnel by recognizing and rewarding their accomplishments in support of Bull Run and its subsidiaries’ businesses. The Compensation Committee’s approach to structuring the total compensation package emphasizes base salary and annual incentive opportunities, along with significant long-term incentive opportunities that strongly link executive rewards to long-term stockholder value creation. Bull Run does not provide any significant executive perquisites as part of this total compensation package.

     Competitive Market Reviews. Each year the Compensation Committee reviews Bull Run’s executive compensation philosophy and the effectiveness and competitiveness of key executive compensation programs. The Compensation Committee determines what changes, if any, are appropriate in the compensation programs for the following year. In conducting this annual review, the Compensation Committee may use salary surveys, reports and other data prepared by independent compensation consultants, although it did not do so in fiscal 2002.

     Components of the Executive Compensation Program. The Compensation Committee’s policy for determining an executive’s base salary, annual incentive award and long-term

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incentive compensation is based on the responsibility of such executive, his impact on the operations and profitability of Bull Run or of the business unit for which such executive has operating responsibility and the knowledge and experience of such executive. The following describes the various factors affecting the Compensation Committee’s decisions relating to each component of Bull Run’s executive compensation package:

     Base Salary. Base salary is intended to provide compensation equal to the average compensation levels at comparable companies for equivalent positions. Although the Compensation Committee believes that its compensation structure is similar to that of other comparable companies, it did not specifically compare such structure with that of other companies in fiscal 2002.

     Annual Incentive Awards. Each executive officer is eligible to receive an annual cash incentive award. The amount of the award, like the base salary level, is set with reference to competitive conditions, as will as to the individual’s responsibility, knowledge, and experience, and his contribution to Bull Run or to the business unit for which the individual is responsible. Since these determinations are subjective in nature, the Compensation Committee does not assign relative weights to the matters considered. In fiscal 2002, the annual incentive award for Mr. Erickson (Vice President — Finance) represented approximately 3% of his base salary. In fiscal 2002, Mr. Prather did not receive an annual incentive award. The Compensation Committee accepted management’s recommendation to eliminate, or substantially reduce for fiscal 2002 certain discretionary cash compensation for management employees as Bull Run responds to difficult economic circumstances having an impact on its operating results.

     Long-Term Incentive Compensation. Bull Run’s long-term incentive compensation program is designed to provide equity awards, which are intended to be directly related to the creation of value for Bull Run’s stockholders. Long-term incentive compensation consists principally of stock options that generally vest over a period of three to five years. The principal purpose of the long-term incentive compensation program is to reward Bull Run’s executives for enhancing the value of Bull Run and, hence, the price of Bull Run common stock and, therefore, stockholders’ return. Additionally, this component of the compensation program (through deferred vesting) is designed to create an incentive for the individual to remain with Bull Run. During fiscal 2002, no options were granted to the executive officers of Bull Run because Mr. Prather and Mr. Erickson each received options during fiscal 2001. Options granted to Messrs. Prather and Erickson in fiscal 2001 vest in annual installments through 2004.

     Benefits. Bull Run offers basic benefits, such as medical, life and disability insurance, which Bull Run believes are comparable to those provided by other companies similar to Bull Run. Bull Run does not have an executive retirement plan nor does it provide other benefits, such as country club memberships, financial counseling or supplemental medical plans.

     Chief Executive Officer. Mr. Prather’s base salary for fiscal 2002 was less than his base salary for fiscal 2001 because, effective January 1, 2002, Mr. Prather began receiving a base salary from Gray Television, Inc., a 12/9%-owned affiliate of Bull Run and a company of which Mr. Prather is an Executive Vice President. Prior to January 1, 2002, Mr. Prather did not receive any base salary from Gray. Mr. Prather’s base salary was allocated between Gray and Bull Run based on an assessment of the proportionate amount of his time devoted to each respective company. The amount of Mr. Prather’s annual incentive award is generally based on the philosophy and programs described above. The decision to forego an annual incentive award for fiscal 2002 was a result of management’s recommendation to the Compensation Committee to substantially reduce or eliminate such discretionary compensation for fiscal 2002 due to the impact that difficult economic circumstances have

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had on Bull Run’s operating results for fiscal 2001 and 2002. In prior years, Mr. Prather’s annual incentive award principally reflected the level of achievement of Bull Run’s business objectives and also included the Compensation Committee’s subjective evaluation of Mr. Prather’s performance.

     Submitted by the Management Compensation and Stock Option Committee of the board of directors.

J. Mack Robinson, Chairman
Gerald N. Agranoff
James W. Busby

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the ownership of the Company’s common stock as of September 30, 2002 by (I) any person who is known to the Company to be beneficial owner of more than five percent of the Company’s common stock, (ii) all directors, (iii) all executive officers named in the Summary Compensation Table herein and (iv) all directors and executive officers as a group. Options to acquire the Company’s common stock included in the amounts listed below were exercisable on, or will be exercisable within 60 days after, September 30, 2002.

	Amount and
	Nature of			Percentage
Name	Beneficial Ownership			of Class
J. Mack Robinson		9,894,638	(1)(2)		26.0	%
Harriett J. Robinson		9,894,638	(1)(2)		26.0	%
Samuel R. Shapiro		4,051,970	(3)		10.7	%
Shapiro Capital Management Company, Inc.		3,350,170	(3)		8.8	%
Robert S. Prather, Jr.		3,293,738	(1)(4)		8.6	%
Harriett J. Robinson, Trustee Robin M. Robinson Trust		3,085,598	(1)		8.1	%
Gulf Capital Services, Ltd.		2,673,098	(1)		7.0	%
Robinson-Prather Partnership		2,660,598	(1)		7.0	%
Hilton H. Howell, Jr.		2,519,014	(5)		6.6	%
James W. Busby		2,145,206	(6)		5.6	%

(1) Includes 2,660,598 shares owned by Robinson-Prather Partnership. Robinson-Prather Partnership is a Georgia general partnership, the general partners of which are Robert S. Prather, Jr., President, Chief Executive Officer, and a director of Bull Run; J. Mack Robinson, Chairman of the Board of Bull Run; Harriett J. Robinson (the wife of Mr. Robinson); Harriett J. Robinson, as trustee for Robin M. Robinson Trust; Harriett J. Robinson, as trustee for Jill E. Robinson Trust and Gulf Capital Services, Ltd. The partnership agreement for Robinson-Prather Partnership provides that Messrs. Prather and Robinson have the exclusive control of the day-to-day operations of the partnership, including the power to vote or dispose of the shares of common stock owned by Robinson-Prather Partnership. Each general partner disclaims beneficial ownership of the shares of common stock owned by Robinson-Prather Partnership, except to the extent of his pecuniary interest in such shares of common stock, which is less than the amount disclosed.

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(2)	Includes as to each of J. Mack Robinson and his wife, Harriett J. Robinson: 116,500 shares issuable upon the exercise of options which were exercisable on, or within 60 days after, September 30, 2002; 3,012,726 shares owned directly by Mr. Robinson; 524,100 shares owned directly by Mrs. Robinson; an aggregate of 1,008,200 shares owned directly by the Robin M. Robinson Trust and the Jill E. Robinson Trust, of each of which Mrs. Robinson is the trustee; an aggregate of 2,369,014 shares owned by Delta Fire & Casualty Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life Insurance Co. and Georgia Casualty & Surety Co., Georgia corporations of each of which Mr. Robinson is Chairman of the Board, President and/or principal stockholder (or the subsidiaries of the same); 12,500 shares owned by Gulf Capital Services, Ltd., of which Mr. Robinson is a general partner; and 191,000 shares owned by the JMR Foundation, of which Mr. Robinson is trustee. Each of Mr. and Mrs. Robinson disclaims beneficial ownership of the shares owned by the Robin M. Robinson Trust, the Jill E. Robinson Trust, Delta Fire & Casualty Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life Insurance Co., Georgia Casualty & Surety Co. and each other.
(3)	Based on a Schedule 13G dated February 14, 2002, Mr. Shapiro is president, a director and majority stockholder of Shapiro Capital Management, Inc., which reported voting and dispositive power for 3,350,170 shares of Common Stock. Additionally, the Schedule 13G reported sole voting and dispositive power for 581,000 shares owned by The Kaleidoscope Fund, L.P., a Georgia limited partnership, and 120,800 shares owned by Mr. Shapiro’s wife. Shapiro Capital Management, Inc. is an investment adviser under the Investment Advisers Act of 1940, having the authority to direct investments of its advisory clients. Mr. Shapiro disclaims beneficial ownership of all securities reported herein by Shapiro Capital Management, Inc.
(4)	Includes 380,740 shares issuable upon the exercise of options which were exercisable on, or within 60 days after, September 30, 2002.
(5)	Includes 150,000 shares issuable upon the exercise of options which were exercisable on, or within 60 days after, September 30, 2002; and an aggregate of 2,369,014 shares owned by Delta Fire & Casualty Insurance Co., Delta Life Insurance Co., Bankers Fidelity Life Insurance Co. and Georgia Casualty & Surety Co., Georgia corporations of each of which Mr. Howell is an executive officer. Mr. Howell is married to Robin R. Howell, Mr. Robinson’s daughter and a beneficiary of the Robin M. Robinson Trust, which is a general partner of Robinson-Prather Partnership. Mr. Howell disclaims beneficial ownership of the shares of Common Stock owned by Delta Fire & Casualty Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life Insurance Co., Georgia Casualty & Surety Co., Robinson-Prather Partnership and the Robin M. Robinson Trust.
(6)	Includes 20,000 shares issuable upon the exercise of options which were exercisable on, or within 60 days after, September 30, 2002; and an aggregate of 62,044 shares owned by Mr. Busby’s two children.

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Item 13. Certain Relationships and Related Transactions

     Bull Run leases office space from Delta Life Insurance Company, a company of which J. Mack Robinson is Chairman of the board and principal stockholder. Mr. Robinson is the Chairman of the board of the Company. The term of the lease is for 10 years beginning January 1, 1993 and requires total basic annual rent payments of $164,976 over the 10-year term, plus a pro rata share of expenses.

     Mr. Robinson personally guarantees substantially all of the Company’s debt to its bank lenders. During the fiscal year ended June 30, 2002, the Company issued a total of 1,054,927 shares of the Company’s common stock, then valued at approximately $753,000, to Mr. Robinson to compensate him for his personal guarantee. In fiscal years ended June 30, 2001 and 2000, the Company issued a total of 873,655 shares of the Company’s common stock, then valued at approximately $1,449,000, and a total of 304,688 shares of the Company’s common stock, then valued at approximately $1,219,000, respectively. Mr. Robinson’s guarantee agreement in favor of the Company’s bank lenders provides that if the Company defaults on its bank loan, Mr. Robinson will repay the amount of such loan to the bank up to the amount of his personal guarantee. If Mr. Robinson is obligated to pay such amount, he would have the right to purchase the loans from the lenders, thereby becoming a secured creditor of the Company’s, with liens against all of the Company’s assets, including the Company’s investments in Gray common stock, the Company’s warrants to purchase Gray common stock, and the Company’s investment in Rawlings common stock. Mr. Robinson will be released from the guarantee agreement under certain conditions, which include repayment of all or a specified portion of the debt.

     The Company issued 3,000 shares of its series A preferred stock in June 2001, having a liquidation and redemption price of $1,000 per share, to companies of which Mr. Robinson is an executive officer and/or principal stockholder. The series A preferred stock included detachable warrants to purchase 1,304,349 shares of the Company’s common stock for $2.30 per share. In November 2001, all outstanding shares of the Company’s series A preferred stock and the detachable warrants were exchanged for an equal number of shares of the Company’s series B redeemable preferred stock. Also in November 2001, a company of which Mr. Robinson is an executive officer and principal shareholder invested $2,400,000 in additional shares of the Company’s series B redeemable preferred stock. In July 2002, Mr. Robinson entered into two Subordinated Note Agreements with the Company pursuant to which Mr. Robinson advanced an aggregate of $4,000,000 to the Company for working capital. The loans were refinanced, along with all accrued interest and fees, in August 2002 with the issuance of shares of the Company’s convertible preferred stock having a face value of $4,091,000. In September 2002, the Company received an additional aggregate $3,000 from Mr. Robinson and companies with which Mr. Robinson is an executive officer and/or principal stockholder, for which the Company will issue to Mr. Robinson and his affiliates shares of the Company’s convertible preferred stock having an aggregate face value of $3,000,000. Holders of the series A and series B preferred stock are entitled to receive, as, when and if declared by the Board of Directors, dividends at an annual rate of $90.00 per share in cash, except that, until the second anniversary of the date of issuance of the preferred stock, the Company may, at its option, pay such dividends in cash or in additional shares of preferred stock.

     Prior to December 17, 1999, the date on which Host was acquired by the Company, Host loaned W. James Host, a director of the Company and Chief Executive Officer of Host, $385,000 under an interest-bearing demand note. Interest accrued through December 17, 1999 was $229,610. The note has been non-interest bearing since December 17, 1999. In connection with the bank commitment discussed above, Mr. Host executed an agreement in favor of the bank, under which he pledged $3,000,000 in cash, 1,113,667 shares of the

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Company’s common stock and options to purchase 53,600 shares of the Company’s common stock. In connection with such pledge, the Company forgave $86,370 of the principal and interest accrued and payable on Mr. Host’s note to Host in the fiscal year ended June 30, 2002, and $162,500 in each of the fiscal years ended June 30, 2001 and 2000.

     On March 1, 1999, the Company executed an option agreement with Gray, whereby Gray had the option to acquire the Company’s investment in Tarzian from the Company. Gray paid the Company a finder’s fee of $1,000,000 and, under the terms of the option agreement, had the ability to extend the option period in 30-day increments at a fee of $66,700 per extension, ultimately extending the option through December 31, 2001. In December 2001 Gray exercised the option and acquired the Company’s investment in Tarzian for the option price of $10,000,000. In connection with the option agreement, the Company received from Gray warrants to acquire 100,000 shares of Gray’s common stock at $13.625 per share. The warrants became fully vested upon Gray’s exercise of the option, and will expire in 2011.

     In the fiscal year ended June 30, 2002, the Company sold shares of Gray series A and series B preferred stock for approximately $6,803,000 (representing the redemption value of such shares), to companies of which Messrs. Robinson and Howell are each affiliated as an executive officer and/or principal shareholder.

     In the fiscal year ended June 30, 2002, an insurance company of which Messrs. Robinson and Howell are each affiliated as an executive officer issued a $5,000,000 performance bond on behalf of Host in favor of the NCAA. The Company ultimately compensated such insurance company by issuing to it 466,667 shares of common stock then valued at $350,000.

     Mr. Host owns a 10% interest in the owner of two buildings leased to the Company, for an aggregate rental of approximately $500,000 per year.

     Mr. Host has an agreement with the Company under which he is entitled to receive $200,000 annually, in monthly installments for a period of eight years commencing with the termination of his employment with the Company.

     In connection with the Host-USA Acquisition, the Company issued in favor of each of Mr. Host, Robert S. Prather, Jr., Monte C. Johnson and certain other stockholders of Host, as partial consideration for Messrs. Host, Prather Johnson and such other stockholders’ securities of Host, an 8% promissory note due in January 2003. The principal amount of Mr. Host’s promissory note is $1,760,600, the principal amount of Mr. Prather’s promissory note is $72,422 and the principal amount of Mr. Johnson’s promissory note is $81,475. The aggregate amount of all such promissory notes is $18,594,013. Mr. Host, Mr. Prather and Mr. Johnson and other note holders amended the terms of their notes in September 2002 to change the maturity date of such notes to January 2006.

Item 14. Controls and Procedures
Not applicable.

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  List of documents filed as part of this report:

     (1)      Financial Statements and Related Independent Accountants’ Reports:

The following consolidated financial statements of the Company and Report of Independent Accountants are included in Item 8:

Reports of Independent Accountants

Consolidated Balance Sheets at June 30, 2002 and 2001

Consolidated Statements of Operations for each of the years in the three-year period ended June 30, 2002

Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity for each of the years in the three-year period ended June 30, 2002

Consolidated Statements of Cash Flows for each of the years in the three-year period ended June 30, 2002

Notes to Consolidated Financial Statements

Supplementary Data, Selected Quarterly Financial Data (Unaudited)

The report of independent auditors on the consolidated financial statements of Gray Communications Systems, Inc. dated January 29, 2001, filed on page F-1 of this Form 10-K Annual Report.

The report of independent public accountants on the consolidated financial statements of Rawlings Sporting Goods Company, Inc. dated November 15, 2000, filed on page F-2 of this Form 10-K Annual Report.

     (2)      The following consolidated financial statement schedule of

Bull Run Corporation is included in Item 14(d):

Schedule II — Valuation and qualifying accounts

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(b)  Reports on Form 8-K

Current Report on Form 8-K dated April 8, 2002 concerning an amendment to the Company’s bank credit facility.

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(c)  Exhibits

Exhibit
Numbers	Description
(2.1)	Restated Agreement and Plan of Merger, dated as of February 15, 1999, by and among Bull Run Corporation (formerly, BR Holding, Inc.), BR Holding, Inc. (formerly, Bull Run Corporation), Capital Sports Properties, Inc., Host Communications, Inc., Universal Sports America, Inc., Capital Merger Sub, Inc., Host Merger Sub, Inc., and USA Merger Sub, Inc. (g)
(2.2)	Form of Agreement and Plan of Merger, by and among Bull Run Corporation (formerly, BR Holding, Inc.), BR Holding, Inc. (formerly, Bull Run Corporation) and a wholly owned subsidiary of Bull Run Corporation (formerly, BR Holding, Inc.) (g)
(3.1)	Articles of Incorporation of Bull Run Corporation (formerly, BR Holding, Inc.) (g)
(3.2)	Certificate of Amendment to Articles of Incorporation, filed November 9, 2001 (x)
(3.3)	Certificate of Amendment to Articles of Incorporation, filed February 12, 2002 (x)
(3.4)	Bylaws of Bull Run Corporation (formerly, BR Holding, Inc.) (g)
(10.1)	Amended and Restated 1994 Long Term Incentive Plan (g)
(10.2)	1987 Non-Qualified Stock Option Plan (a)
(10.3)	Non-Employee Directors’ 1994 Stock Option Plan (b)
(10.4)	Form of Stockholders’ Agreement, by and among Hilton H. Howell, Jr., Douglas L. Jarvie, Robinson-Prather Partnership, W. James Host and Charles L. Jarvie (g)
(10.5)	Second Amended and Restated Credit Agreement among BR Holding, Inc., Capital Sports Properties, Inc., Host Communications, Inc. and Datasouth Computer Corporation, as Borrowers, Bull Run Corporation, as a Guarantor, and Wachovia Bank, National Association, as Issuing Bank, Wachovia Securities, Inc., as Sole Lead Arranger and Book Manager and Wachovia Bank, National Association, as Administrative Agent, dated October 11, 2002 (x)
(10.6)	Gray Communications Systems, Inc. Warrant dated September 24, 1996 (731,250 shares of Gray class A common stock) (c)
(10.7)	Gray Communications Systems, Inc. Warrant dated September 24, 1996 (375,000 shares of Gray class A common stock) (c)
(10.8)	Investment Purchase Agreement dated November 21, 1997 by and between Rawlings Sporting Goods Company, Inc. and Bull Run Corporation (d)
(10.9)	Standstill Agreement dated November 21, 1997 by and between Rawlings Sporting Goods Company, Inc. and Bull Run Corporation (d)
(10.10)	Amendment Number One to Standstill Agreement dated April 23, 1999 by and between Rawlings Sporting Goods Company, Inc. and Bull Run Corporation (f)
(10.11)	Registration Rights Agreement dated November 21, 1997 by and between Rawlings Sporting Goods Company, Inc. and Bull Run Corporation (d)
(10.12)	Stock Purchase Agreement dated January 28, 1999 by and between U.S. Trust Company of Florida Savings Bank, as Personal Representative of the Estate of Mary Tarzian and Bull Run Corporation (e)

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Exhibit
Numbers	Description
(21)	List of Subsidiaries of Registrant (x)
(23.1)	Consent of PricewaterhouseCoopers LLP – Bull Run Corporation (x)
(23.2)	Consent of Ernst & Young LLP — Bull Run Corporation (x)
(23.3)	Consent of Ernst & Young LLP — Gray Communications Systems, Inc. (x)
(99.1)	Certifications Pursuant to 18 U.S.C. Section 1350

(a)	Filed as an exhibit to Form 10-K Annual Report for the year ended December 31, 1988 and incorporated by reference herein
(b)	Filed as an exhibit to Registration Statement on Form S-4 (Registration No. 33-81816), effective November 3, 1994 and incorporated by reference herein
(c)	Filed as an exhibit to Form 10-KSB Annual Report for the year ended December 31, 1996 and incorporated by reference herein
(d)	Filed as an exhibit to Form 8-K Current Report dated as of November 21, 1997 and incorporated by reference herein
(e)	Filed as an exhibit to Form 8-K Current Report dated as of January 28, 1999 and incorporated by reference herein
(f)	Filed as an exhibit to Form 8-K Current Report dated as of April 23, 1999 and incorporated by reference herein
(g)	Filed as an exhibit to Registration Statement on Form S-4 (Registration No. 333-84833), effective August 11, 1999 and incorporated by reference herein
(x)	Filed herewith

(d)  Financial Statement Schedules

       The response to this section is submitted as part of Item 14(a)(1) and Item 14(a)(2).

73

SIGNATURES

     Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 14 , 2002.

BULL RUN CORPORATION
by:	/s/ ROBERT S. PRATHER, JR.
	Robert S. Prather, Jr.
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ ROBERT S. PRATHER, JR. Robert S. Prather, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)	October 14, 2002
/s/ GERALD N. AGRANOFF Gerald N. Agranoff	Director	October 14, 2002
/s/ JAMES W. BUSBY James W. Busby	Director	October 14, 2002
/s/ FREDERICK J. ERICKSON Frederick J. Erickson	Vice President — Finance and Treasurer (Principal Accounting and Financial Officer)	October 14, 2002
/s/ W. JAMES HOST W. James Host	Director	October 14, 2002
/s/ HILTON H. HOWELL, JR. Hilton H. Howell, Jr.	Vice President, Secretary and Director	October 14, 2002
/s/ MONTE C. JOHNSON Monte C. Johnson	Director	October 14, 2002
/s/ J. MACK ROBINSON J. Mack Robinson	Chairman of the Board	October 14, 2002

74

CERTIFICATIONS

I, Robert S. Prather, Jr., certify that:

1.	I have reviewed this annual report on Form 10-K of Bull Run Corporation (“Registrant”);
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report.

Date:	October 14, 2002
Signed:	/s/ ROBERT S. PRATHER, JR.
	Robert S. Prather, Jr.
	President and Chief Executive Officer

I, Frederick J. Erickson, certify that:

1.	I have reviewed this annual report on Form 10-K of Bull Run Corporation (“Registrant”);
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report.

Date:	October 14, 2002
Signed:	/s/ FREDERICK J. ERICKSON
	Frederick J. Erickson
	Vice President – Finance and Chief Financial Officer

75

REPORT OF INDEPENDENT ACCOUNTANTS

We have audited the consolidated financial statements of Bull Run Corporation as of June 30, 2002 and 2001 and for the years then ended, and have issued our report thereon dated September 12, 2002, except as to Note 9, for which the date is October 11, 2002, included elsewhere in this Form 10-K. Our audit also included the financial statement schedule of Bull Run Corporation listed in Item 14(a) as to information provided as of and for the years ended June 30, 2002 and 2001. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audit. We did not audit the financial statements of Gray Television, Inc. (a corporation in which the Company has a 13% interest), as of December 31, 2000 and for the year then ended, and the financial statements of Rawlings Sporting Goods Company, Inc. (a corporation in which the Company has a 10% interest), as of August 31, 2000 and for the year then ended. Those statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts for the periods ended December 31, 2000 and August 31, 2000 included for Gray Television, Inc. and Rawlings Sporting Goods Company, Inc., respectively, is based solely on their reports.

In our opinion, based on our audits and the reports of other auditors, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

PRICEWATERHOUSECOOPERS LLP

Atlanta, Georgia
September 12, 2002

76

REPORT OF INDEPENDENT AUDITORS

We have audited the consolidated financial statements of Bull Run Corporation as of and for the year ended June 30, 2000, and have issued our report thereon dated September 28, 2000 (except for Note 3 as to which the date is July 26, 2001), included elsewhere in this Form 10-K. Our audit also included the financial statement schedule of Bull Run Corporation listed in Item 14(a) as to information provided as of and for the year ended June 30, 2000. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audit. The financial statements of Rawlings Sporting Goods Company, Inc., (a corporation in which the Company has a 10% interest), as of August 31, 1999 and for the year then ended, have been audited by other auditors whose report has been furnished to us; insofar as our opinion relates to data included for Rawlings Sporting Goods Company, Inc., it is based solely on their report.

In our opinion, based on our audit and the report of other auditors, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

Charlotte, North Carolina
September 28, 2000

77

BULL RUN CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

			Additions
	Balance at		Charged to		Charged to				Balance at
	Beginning		Costs and		Other				End of
Description	Of Period		Expenses		Accounts(1)		Deductions(2)		Period
Year Ended June 30, 2002
Allowance for doubtful accounts	$	545,000	$	630,000	$	0	$	731,000	$	444,000
Year Ended June 30, 2001
Allowance for doubtful accounts	$	1,155,000	$	576,000	$	0	$	1,186,000	$	545,000
Year Ended June 30, 2000
Allowance for doubtful accounts	$	0	$	267,000	$	1,999,000	$	1,111,000	$	1,155,000

(1)	Represents amounts recorded in connection with the Host-USA Acquisition during the year ended June 30, 2000.
(2)	“Deductions” represent write-offs of amounts not considered collectible.

78 EX-3.2 3 g78514kexv3w2.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INC. EXHIBIT 3.2 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FILED NOVEMBER 9, 2001 ARTICLES OF AMENDMENT OF BULL RUN CORPORATION Pursuant to the provisions of Section 14-2-602 (d) of the Georgia Business Corporation Code, the undersigned, on behalf of Bull Run Corporation (the "Corporation"), hereby submits the following information: 1. The name of the Corporation is Bull Run Corporation. 2. The Articles of Incorporation of the Corporation are hereby amended to provide for the establishment and designation of Series A Preferred Stock and to fix and determine the relative rights and preferences thereof by adding the following to the end of Article Two: SERIES A PREFERRED STOCK Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Preferred Stock" and the number of shares constituting the Series A Preferred Stock, par value $0.01 per share, shall be 100,000. If and to the extent that further shares are needed in order to pay dividends in shares of Series A Preferred Stock as provided for in Section 3 hereof, the Board of Directors of the Corporation will authorize additional shares of Series A Preferred Stock so that at all times, so long as Series A Preferred Stock is outstanding, there will be a sufficient number of Series A Preferred Stock authorized and reserved to pay dividends as provided for in Section 3 hereof in shares of Series A Preferred Stock for the next year. Section 2. Rank. All Series A Preferred Stock shall rank, as to payment of dividends and as to distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, (i) on a parity with any shares of preferred 1 stock of the Corporation now or hereafter designated and issued by the Corporation and (ii) senior to the Common Stock, par value $0.01 per share, of the Corporation now or hereafter issued. Section 3. Dividends and Distributions. The holders of shares of Series A Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors of the Corporation (the "Board of Directors" or the "Board") out of funds legally available for such purposes, dividends at the rate of $90.00 per annum per share, which shall be fully cumulative, shall accrue without interest from the date of original issuance and shall be payable as follows: (a) from the date of initial issuance of the Series A Preferred Stock until June 30, 2003, in cash or in additional shares (whether whole or fractional) of Series A Preferred Stock at the Corporation's option and (b) thereafter, in cash or in additional shares (whether whole or fractional) of Series A Preferred Stock at the holder's option, upon written notice delivered to the Corporation at least 30 days prior to the dividend payment date (if a holder does not deliver such notice to the Corporation, then the form of the dividend to be paid to such holder shall be at the option of the Corporation). For purposes of determining the number of additional shares (or fraction thereof) of Series A Preferred Stock to be issued as payment of a dividend, Series A Preferred Stock shall be valued at $1,000.00 per whole share. Dividends shall be paid annually each year on June 30th (except that if such date is a Saturday, Sunday, or legal holiday, then such dividend shall be payable on the next day that is not a Saturday, Sunday, or legal holiday) to holders of record as they appear on the stock books of the Corporation on June 15th. No dividends or other distributions, other than dividends payable solely in shares of Common Stock or capital stock of the Corporation ranking junior as to dividends to the Series A Preferred Stock (collectively, the "Junior Dividend Stock"), shall be paid or set apart for payment on, and except for the use of Common Stock to pay for the exercise of stock options pursuant to the stock option plans of the Corporation and its subsidiaries, no purchase, redemption, or other acquisition shall be made by the Corporation of, any shares 2 of Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series A Preferred Stock shall have been paid or declared and set apart for payment. If at any time any dividend on any capital stock of the Corporation ranking senior as to dividends to the Series A Preferred Stock (the "Senior Dividend Stock") shall be in default, in whole or in part, no dividend shall be paid or declared and set apart for payment on the Series A Preferred Stock unless and until all accrued and unpaid dividends with respect to the Senior Dividend Stock, including the full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any class or series of the Corporation's capital stock ranking, as to dividends, on a parity with the Series A Preferred Stock (the "Parity Dividend Stock") for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for such payment on the Series A Preferred Stock. No full dividends shall be paid or declared and set apart for payment on the Series A Preferred Stock for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full dividends. When dividends are not paid in full upon the Series A Preferred Stock and the Parity Dividend Stock, all dividends paid or declared and set apart for payment upon shares of Series A Preferred Stock and the Parity Dividend Stock shall be paid or declared and set apart for payment pro rata, so that the amount of dividends paid or declared and set apart for payment per share on the Series A Preferred Stock and the Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series A Preferred Stock and the Parity Dividend Stock bear to each other. Any reference to "distribution" contained in this Section 3 shall not be deemed to include any stock dividend or distributions made in connection with any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary. 3 Section 4. Liquidation Preference. In the event of a liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount equal to the dividends accrued and unpaid thereon to the date of final distribution to such holders, without interest, and a sum equal to $1,000.00 per share (the "Liquidation Preference") and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Series A Preferred Stock (collectively, the "Junior Liquidation Stock"); provided, however, that the holders of Series A Preferred Stock shall be entitled to such payment only in the event that the Corporation's payments with respect to the liquidation preference of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "Senior Liquidation Stock") are fully met. After the liquidation preferences of the Senior Liquidation Stock are fully met, the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any other class or series of the Corporation's capital stock having parity as to liquidation rights with the Series A Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the Liquidation Preference of the shares of the Series A Preferred Stock, the holders of such shares shall not be entitled to any further participation in any distribution of assets by the Corporation. Neither a consolidation or merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation's assets for cash, securities, or other property will be considered a liquidation, dissolution, or winding up of the Corporation. Section 5. Redemption of Series A Preferred Stock. (a) Redemption at Option of the Corporation. At any time after the date of the initial issuance of shares of Series A Preferred Stock, the Corporation may, at its option, 4 redeem all or from time to time a portion of the Series A Preferred Stock on any date set by the Board of Directors (the "Redemption Date") at a redemption price of $1,000.00 per share plus an amount per share equal to all dividends on the Series A Preferred Stock accrued and unpaid on such share, pro rata to the date fixed for redemption (the "Redemption Price"). The Redemption Price shall be payable in cash. In case of the redemption of less than all of the then outstanding Series A Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series A Preferred Stock at any time outstanding until all accrued but unpaid dividends upon all Series A Preferred Stock then outstanding shall have been paid. (b) Mechanics of Redemption. Notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A Preferred Stock to be redeemed not more than 60 nor less than 30 days prior to a Redemption Date. Notice shall be addressed to such shareholders at their last address as shown on the books of the Corporation. Each such notice of redemption shall specify the Redemption Date, the Redemption Price, the place or places where payment will be made upon presentation and surrender of the Series A Preferred Stock, that accrued but unpaid dividends to the Redemption Date will be paid on the Redemption Date, and that on and after the Redemption Date, dividends will cease to accrue on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A Preferred Stock receives such notice. Failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. On or after the Redemption Date, as stated in such notice, each holder of the shares called for redemption shall surrender the certificate (or certificates) evidencing such shares to the Corporation at the 5 place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. In the case of an redemption by the Corporation pursuant to Section 5(a), if fewer than all the shares represented by any such surrendered certificate (or certificates) are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the Redemption Date, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares are so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be shareholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. Any money deposited by the Corporation pursuant to the foregoing provision and unclaimed at the end of one year from the date fixed for redemption shall, to the extent permitted by law, be returned to the Corporation, after which the holders of shares of Series A Preferred Stock so called for redemption shall look only to the Corporation for the payment thereof. Shares of Series A Preferred Stock redeemed by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock of the Corporation, without designation as to series, and may thereafter be reissued, but not as shares of Series A Preferred Stock. Section 6. No Sinking Fund. The shares of Series A Preferred Stock shall not be subject to the operation of a purchase, retirement, or sinking fund. Section 7. Voting Rights. The holders of Series A Preferred Stock will not have any voting rights except as set forth below or as otherwise from time to time required by law. Whenever dividends on the Series A Preferred Stock or any other class or series of Parity Dividend Stock shall be in arrears in an amount equal to 150% of an annual dividend, the holders of the Series A Preferred Stock (voting separately as a class with all other affected classes or series of the Parity Dividend Stock upon which like voting rights have 6 been conferred and are exercisable) will be entitled to vote for and elect two additional directors. Such right of the holders of Series A Preferred Stock to vote for the election of such two directors may be exercised at an annual meeting or at any special meeting called for such purpose as hereinafter provided or at any adjournment thereof, until dividends in default on such outstanding shares of Series A Preferred Stock shall have been paid in full (or such dividends shall have been declared and funds sufficient therefor set apart for payment), at which time the term of office of the two directors so elected shall terminate automatically (subject to revesting in the event of each and every subsequent default of the character specified in the preceding sentence). So long as such right to vote continues, the Secretary of the Corporation may call, and upon the written request of the holders of record of 10% of the outstanding shares of Series A Preferred Stock addressed to him at the principal office of the Corporation shall call, a special meeting of the holders of such shares for the election of such two directors, as provided herein. Such meeting shall be held not less than 45 nor more than 90 days after the accrual of such right, at the place and upon the notice provided by law and in the By-laws of the Corporation for the holding of meetings of shareholders. No such special meeting or adjournment thereof shall be held on a date less than 30 days before an annual meeting of shareholders or any special meeting in lieu thereof, provided that such annual meeting appropriate provisions are made to allow the holders of the Series A Preferred Stock to exercise such right at such meeting. If at any such annual or special meeting or any adjournment thereof the holders of a majority of the then outstanding shares of Series A Preferred Stock entitled to vote in such election shall be present or represented by proxy, then the authorized number of directors of the Corporation shall be increased by two, and the holders of Series A Preferred Stock shall be entitled to elect such two additional directors. Directors so elected shall serve until the next annual meeting or until their successors shall be elected and shall qualify, unless the term of office of the persons so elected as directors shall have terminated by virtue of the payment in full of all dividends in arrears or such dividends shall have been declared and funds sufficient 7 therefor set apart for payment. In case of any vacancy occurring among the directors so elected by the holders of Series A Preferred Stock, the remaining director who shall have been so elected may appoint a successor to hold office for the unexpired term of the director whose place is vacant, and such successor shall be deemed to have been elected by the holders of Series A Preferred Stock. If both directors so elected by the holders of Series A Preferred Stock shall cease to serve as directors before their terms shall expire, the holders of Series A Preferred Stock then outstanding and entitled to vote for such directors may, at a special meeting of such holders called as provided above, elect successors to hold office for the unexpired terms of the directors whose places are vacant. Without the consent or affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a class, the Corporation shall not authorize, create, or issue any shares of any other class or series of capital stock ranking senior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation. The affirmative vote or consent of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class, will be required for any amendment, alteration, or repeal, whether by merger, consolidation, or otherwise, of the Corporation's Articles of Incorporation if the amendment, alteration, or repeal materially and adversely affects the powers, preferences, or special rights of the Series A Preferred Stock; provided, however, that any increase in the authorized Preferred Stock of the Corporation or the creation and issuance of any other capital stock of the Corporation ranking senior to, on a parity with, or junior to the Series A Preferred Stock shall not be deemed to affect materially and adversely such powers, preferences, or special rights. Section 8. Outstanding Shares. For purposes hereof all shares of Series A Preferred Stock shall be deemed outstanding except that, from the date fixed for redemption pursuant to Section 5 hereof, all shares of Series A Preferred Stock which have been so 8 called for redemption under Section 5 shall not be deemed to be outstanding, if funds or shares necessary for the redemption of such shares are available. 3. The proposed amendment of the Articles of Incorporation as set forth in paragraph 2 hereinabove was adopted by the Board of Directors of the Corporation on November 7, 2001. Shareholders' approval was not required pursuant to Section 14-2-1002 of the Georgia Business Corporation Code. IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized officer to execute these Articles of Amendment as of this 9th day of November, 2001. BULL RUN CORPORATION By: /s/ HILTON H. HOWELL, JR. ----------------------------- Title: Vice President, Secretary -------------------------- 9 EX-3.3 4 g78514kexv3w3.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INC. EXHIBIT 3.3 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FILED FEBRUARY 12, 2002 ARTICLES OF AMENDMENT OF BULL RUN CORPORATION Pursuant to the provisions of Section 14-2-602 (d) of the Georgia Business Corporation Code, the undersigned, on behalf of Bull Run Corporation (the "Corporation"), hereby submits the following information: Article 1 The name of the Corporation is Bull Run Corporation. Article 2 The Articles of Incorporation of the Corporation are hereby amended to provide for the establishment and designation of Series B Convertible Preferred Stock and to fix and determine the relative rights and preferences thereof by adding the following to the end of Article Two, as amended: SERIES B CONVERTIBLE PREFERRED STOCK Section 9. Designation and Amount. The shares of the series of capital stock of the Corporation shall be designated as "Series B Convertible Preferred Stock" and the number of shares constituting the Series B Convertible Preferred Stock, par value $0.01 per share, shall be One Hundred Thousand (100,000). If and to the extent that further shares are needed in order to pay dividends in shares of Series B Convertible Preferred Stock as provided for in Section 3 hereof, the Board of Directors of the Corporation (the "Board") will authorize additional shares of Series B Convertible Preferred Stock so that at all times, so long as Series B Convertible Preferred Stock is outstanding, there will be a sufficient number of Series B Convertible Preferred Stock authorized and reserved to pay dividends as provided for in Section 3 hereof in shares of Series B Convertible Preferred Stock for the next year. 1 Section 10. Rank. All Series B Convertible Preferred Stock shall rank, as to payment of dividends and as to distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, (a) on a parity with any shares of preferred stock of the Corporation now or hereafter designated and issued by the Corporation; and (b) senior to the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") now or hereafter issued. Section 11. Dividends and Distributions. The holders of shares of Series B Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available for such purposes, dividends at the rate of Ninety Dollars ($90.00) per annum per share, which shall be fully cumulative and shall accrue without interest from the date of initial issuance; provided, however, that the dividends on the shares of Series B Preferred stock initially issued to Delta Life Insurance Co., Georgia Casualty and Surety Company and Bankers Fidelity Life Insurance Company in exchange for the surrender of each such company's 1,000 shares of the Series A Preferred Stock and Warrants for 434,783 shares of Common Stock (the "Initial 3,000 Shares Issued") shall accrue from and after June 29, 2001 and provided, further, that the dividends on the additional 2,400 shares issued to Delta Life Insurance Co. pursuant to that certain Subscription and Exchange Agreement between Delta Life Insurance Co. and the Corporation (the "Additional 2,400 Delta Shares") shall accrue from and after November 30, 2001. Dividends provided for under this Section 3 shall be payable as follows: (a) from the date of initial issuance of the Series B Convertible Preferred Stock until the day two (2) years after such date of initial issuance in cash or in shares (whether whole or fractional) of Common Stock, which method shall be determined at the Corporation's sole option; provided, however, that in the case of the Initial 3,000 Shares Issued, such two year period shall be deemed to have commenced on June 29, 2001 and provided, further, that in the case of the Additional 2,400 Delta Shares, such two year period shall be deemed to have commenced on November 30, 2001; and (b) thereafter, either in cash or in shares (whether 2 whole or fractional) of Common Stock, which method shall be determined at the holder's sole option and communicated to the Corporation by written notice delivered to the Corporation at least thirty (30) days prior to the dividend payment date (if a holder does not deliver such notice to the Corporation, then the form of the dividend to be paid to such holder shall be at the sole option of the Corporation). For purposes of determining the number of shares (or fraction thereof) of Common Stock to be issued as payment of a dividend pursuant to this Section 3, Common Stock shall be valued at the average Nasdaq closing price for the twenty (20) trading days immediately preceding each dividend payment date. Dividends shall be paid annually each year on June 30th (except that if such date is a Saturday, Sunday, or legal holiday, then such dividend shall be payable on the next day that is not a Saturday, Sunday, or legal holiday) to holders of record as they appear on the stock books of the Corporation on June 15th of that year. The first such dividend payment date shall be on June 30, 2002. No dividends or other distributions, other than dividends payable solely in shares of Common Stock or capital stock of the Corporation ranking junior as to dividends to the Series B Convertible Preferred Stock (collectively, the "Junior Dividend Stock"), shall be paid or set apart for payment on, and except for the use of Common Stock to pay for the exercise of stock options pursuant to the stock option plans of the Corporation and its subsidiaries, no purchase, redemption or other acquisition shall be made by the Corporation of any shares of Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series B Convertible Preferred Stock shall have been paid or declared and set apart for payment. If at any time any dividend on any capital stock of the Corporation ranking senior as to dividends to the Series B Convertible Preferred Stock (the "Senior Dividend Stock") shall be in default, in whole or in part, no dividend shall be paid or declared and set apart for payment on the Series B Convertible Preferred Stock unless and until all accrued and unpaid 3 dividends with respect to the Senior Dividend Stock, including the full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any class or series of the Corporation's capital stock ranking, as to dividends, on a parity with the Series B Convertible Preferred Stock (the "Parity Dividend Stock") for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for such payment on the Series B Convertible Preferred Stock. No full dividends shall be paid or declared and set apart for payment on the Series B Convertible Preferred Stock for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full dividends. When dividends are not paid in full upon the Series B Convertible Preferred Stock and the Parity Dividend Stock, all dividends paid or declared and set apart for payment upon shares of Series B Convertible Preferred Stock and the Parity Dividend Stock shall be paid or declared and set apart for payment pro rata, so that the amount of dividends paid or declared and set apart for payment per share on the Series B Convertible Preferred Stock and the Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series B Convertible Preferred Stock and the Parity Dividend Stock bear to each other. Any reference to "distribution" contained in this Section 3 shall not be deemed to include any stock dividend or distributions made in connection with any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. Section 12. Liquidation Preference. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series B Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount equal to the dividends accrued and unpaid thereon to the date of final distribution to such holders, 4 without interest, and a sum equal to One Thousand Dollars ($1,000.00) per share (the "Liquidation Preference") and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Series B Convertible Preferred Stock (collectively, the "Junior Liquidation Stock"); provided, however, that the holders of Series B Convertible Preferred Stock shall be entitled to such payment only in the event that the Corporation's payments with respect to the liquidation preference of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series B Convertible Preferred Stock (the "Senior Liquidation Stock") are fully met. After the liquidation preferences of the Senior Liquidation Stock are fully met, the assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B Convertible Preferred Stock and any other class or series of the Corporation's capital stock having parity as to liquidation rights with the Series B Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the Liquidation Preference of the shares of the Series B Convertible Preferred Stock, the holders of such shares shall not be entitled to any further participation in any distribution of assets by the Corporation. Neither a consolidation nor merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation's assets for cash, securities or other property will be considered a liquidation, dissolution or winding up of the Corporation for the purposes of this Section 4. Section 13. Conversion Terms. (a) Conversion Right. On or after the day two (2) years after the date of initial issuance (the "Conversion Date"), but at no time before that date, subject to the provisions for adjustment hereinafter set forth, each single share of Series B Convertible Preferred Stock shall be convertible at any time at the option of the holder thereof into one thousand (1,000) fully paid and non-assessable shares of Common Stock; provided, however, that in the case of the 5 Initial 3,000 Shares Issued, such Conversion Date shall be June 29, 2003 and provided, further, that in the case of the Additional 2,400 Delta Shares, such Conversion Date shall be November 30, 2003. (b) Mechanics of Conversion. The holder of any shares of Series B Convertible Preferred Stock may exercise the conversion right specified in Section 5(a) by surrendering to the Corporation the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of shares to be converted. Conversion will be deemed effective on the date when such notice is delivered. (c) Adjustments. The number of shares of Common Stock into which an issued and outstanding share of Series B Convertible Preferred Stock is convertible shall be subject to adjustment from time to time as follows: (i) If the Corporation shall (x) declare a dividend on the Common Stock in shares of its capital stock (whether shares of Common Stock, Series B Convertible Preferred Stock or of capital stock of any other class); (y) split or subdivide the outstanding Common Stock; or (z) combine the outstanding Common Stock into a smaller number of shares, each share of Series B Convertible Preferred Stock outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such share of Series B Convertible Preferred Stock to receive the aggregate number and kind of shares which, if such share of Series B Convertible Preferred Stock had been converted immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. (ii) In the event of any capital reorganization of the Corporation, or of any reclassification of the Common Stock (other than a subdivision or combination of outstanding shares of Common Stock), or in case of the consolidation of the Corporation with or the merger of the Corporation with or into any other corporation or of the sale of the properties and assets of the Corporation as, or substantially as, an 6 entirety to any other corporation, each share of Series B Convertible Preferred Stock shall after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale be convertible upon the terms and conditions specified herein, for the number of shares of stock or other securities or assets to which a holder of the number of shares of Common Stock into which such share of Series B Convertible Preferred Stock shall be convertible (at the time of such capital reorganization, reclassification of Common Stock, consolidation, merger or sale) would have been entitled upon such capital reorganization, reclassification of Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth herein with respect to the rights thereafter of the holders of the shares of Series B Convertible Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable upon the conversion of the shares of Series B Convertible Preferred Stock. Section 14. Redemption of Series B Convertible Preferred Stock. (a) Redemption at Option of the Corporation. At any time after the date of the initial issuance of shares of Series B Convertible Preferred Stock, the Corporation may, at its sole option, redeem all or a portion of the Series B Convertible Preferred Stock on any date that may be from time to time set by the Board (the "Redemption Date") at a redemption price of One Thousand Dollars ($1,000.00) per share plus an amount per share equal to all dividends on the Series B Convertible Preferred Stock accrued and unpaid on such shares, pro rata to the Redemption Date (the "Redemption Price"). The Redemption Price shall be payable in cash. In the event that less than all of the then outstanding shares of Series B Convertible Preferred Stock are redeemed at any one time, the Corporation shall designate by lot, or in such other manner as the Board may determine, the shares to be redeemed or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Series B Convertible Preferred Stock at any time outstanding until all 7 accrued but unpaid dividends upon all Series B Convertible Preferred Stock then outstanding shall have been paid. (b) Mandatory Redemption. All outstanding shares of the Series B Preferred stock shall be redeemed on the day ten (10) years after the date of initial issuance (the "Mandatory Redemption Date") at a redemption price of One Thousand Dollars ($1,000.00) per share plus an amount per share equal to all dividends on the Series B Convertible Preferred Stock accrued and unpaid on such shares, pro rata to the Mandatory Redemption Date (the "Mandatory Redemption Price"). In the case of the Initial 3,000 Shares Issued, the Mandatory Redemption Date shall be June 29, 2011, and in the case of the Additional 2,400 Delta Shares, the Mandatory Redemption Date shall be November 30, 2011. The Mandatory Redemption Price shall be payable in cash. (c) Mechanics of Redemption. Notice by first class mail, postage prepaid, shall be given to the holders of record of the Series B Convertible Preferred Stock to be redeemed not more than sixty (60) nor less than thirty (30) days prior to a Redemption Date or the Mandatory Redemption Date, as the case may be. Such notice shall be addressed to such shareholders at their last address as shown on the books of the Corporation. Each such notice of redemption shall (a) specify the Redemption Date, the Redemption Price, the place or places where payment will be made upon presentation and surrender of the Series B Convertible Preferred Stock; (b) state that accrued but unpaid dividends to the Redemption Date will be paid on the Redemption Date; and (c) state that on and after the Redemption Date, dividends will cease to accrue on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series B Convertible Preferred Stock receives such notice. Failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Convertible Preferred Stock. On or after the Redemption Date, as stated in such notice, each holder of the shares called 8 for redemption shall surrender the certificate (or certificates) evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. In the case of a redemption by the Corporation pursuant to Section 5(a), if fewer than all the shares represented by any such surrendered certificate (or certificates) are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the Redemption Date, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares are so called for redemption shall not have been surrendered, (a) the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption; (b) the shares shall no longer be deemed outstanding; (c) the holders thereof shall cease to be shareholders; and (d) all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. Any funds deposited by the Corporation pursuant to the foregoing provision and unclaimed at the end of one (1) year from the relevant Redemption Date shall, to the extent permitted by law, be returned to the Corporation, after which the holders of shares of Series B Convertible Preferred Stock so called for redemption shall look only to the Corporation for the payment thereof. Shares of Series B Convertible Preferred Stock redeemed by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock of the Corporation, without designation as to series, and may thereafter be reissued, but not as shares of Series B Convertible Preferred Stock. Section 15. No Sinking Fund. The shares of Series B Convertible Preferred Stock shall not be subject to the operation of a purchase, retirement, or sinking fund. Section 16. Voting Rights. The holders of Series B Convertible Preferred Stock will not have any voting rights except as set forth below or as otherwise from time to time required by law. Whenever dividends on the Series B Convertible Preferred Stock or any other class or series of Parity Dividend Stock shall be in arrears in an amount equal to One 9 Hundred Fifty Percent (150%) of an annual dividend, the holders of the Series B Convertible Preferred Stock (voting separately as a class with all other affected classes or series of the Parity Dividend Stock upon which like voting rights have been conferred and are exercisable) shall be entitled to vote for and elect two additional directors of the Corporation. Such right of the holders of Series B Convertible Preferred Stock to vote for the election of such directors may be exercised at an annual meeting or at any special meeting called for such purpose as hereinafter provided or at any adjournment thereof, until dividends in default on such outstanding shares of Series B Convertible Preferred Stock shall have been paid in full (or until such dividends shall have been declared and funds sufficient therefor set apart for payment), at which time the term of office of the two directors so elected shall automatically terminate (subject to revesting in the event of each and every subsequent default of the character specified in the preceding sentence). So long as such right to vote continues, the Secretary of the Corporation may call, and upon the written request of the holders of record of Ten Percent (10%) of the outstanding shares of Series B Convertible Preferred Stock addressed to him at the principal office of the Corporation shall call, a special meeting of the holders of such shares for the election of such directors, as provided herein. Such meeting shall be held not less than forty-five (45) nor more than ninety (90) days after the accrual of such right, at the place and upon the notice provided by law and in the By-laws of the Corporation for the holding of shareholder meetings. No such special meeting or adjournment thereof shall be held on a date less than thirty (30) days before an annual meeting of shareholders or any special meeting in lieu thereof, provided that such annual meeting appropriate provisions are made to allow the holders of the Series B Convertible Preferred Stock to exercise such right at such meeting. If at any such annual or special meeting or any adjournment thereof the holders of a majority of the then outstanding shares of Series B Convertible Preferred Stock entitled to vote in such election shall be present or represented by proxy, then the authorized number of directors of the Corporation shall be increased by two, and the holders of Series B Convertible Preferred Stock shall be 10 entitled to elect such two additional directors. Directors so elected shall serve until the next annual meeting or until their successors shall be duly elected and qualified, unless the term of office of the persons so elected as directors shall have terminated by virtue of the payment in full of all dividends in arrears or such dividends shall have been declared and funds sufficient therefor set apart for payment. In case of any vacancy occurring among the directors so elected by the holders of Series B Convertible Preferred Stock, the remaining director who shall have been so elected may appoint a successor to hold office for the unexpired term of the director whose place is vacant, and such successor shall be deemed to have been duly elected by the holders of Series B Convertible Preferred Stock. If both directors so elected by the holders of Series B Convertible Preferred Stock shall cease to serve as directors before their terms shall expire, the holders of Series B Convertible Preferred Stock then outstanding and entitled to vote for such directors may, at a special meeting of such holders called as provided herein, elect successors to hold office for the unexpired terms of the directors that such successors replaced. Without the consent or affirmative vote of the holders of at least a majority of the outstanding shares of Series B Convertible Preferred Stock, voting separately as a class, the Corporation shall not authorize, create or issue any shares of any other class or series of capital stock ranking senior to or on a parity with the Series B Convertible Preferred Stock as to dividends or upon liquidation. The affirmative vote or consent of the holders of at least a majority of the outstanding shares of the Series B Convertible Preferred Stock, voting separately as a class, will be required for any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of the Corporation's Articles of Incorporation if the amendment, alteration or repeal materially and adversely affects the powers, preferences or special rights of the Series B Convertible Preferred Stock. Section 17. Outstanding Shares. For purposes hereof all shares of Series B Convertible Preferred Stock shall be deemed outstanding except that, from a Redemption 11 Date pursuant to Section 5 hereof, all shares of Series B Convertible Preferred Stock which have been so called for redemption under Section 5 shall not be deemed to be outstanding, if funds or shares necessary for the redemption of such shares are available. Article 3 The proposed amendment of the Articles of Incorporation as set forth in paragraph 2 hereinabove was adopted by the Board of Directors of the Corporation on February 12 , 2002. Shareholders' approval was not required pursuant to Section 14-2-1002 of the Georgia Business Corporation Code. IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized officer to execute these Articles of Amendment as of this 12th day of February, 2002. BULL RUN CORPORATION /s/ ROBERT S. PRATHER, JR. --------------------------- Robert S. Prather, Jr. President 12 EX-10.5 5 g78514kexv10w5.txt SECOND AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.5 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED OCTOBER 11, 2002 SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMONG BR HOLDING, INC., CAPITAL SPORTS PROPERTIES, INC., HOST COMMUNICATIONS, INC. AND DATASOUTH COMPUTER CORPORATION, AS BORROWERS, BULL RUN CORPORATION, AS GUARANTOR THE LENDERS PARTY HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, AS ISSUING BANK WACHOVIA SECURITIES, INC., AS SOLE LEAD ARRANGER AND BOOK MANAGER AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT DATED AS OF OCTOBER 11, 2002 TABLE OF CONTENTS

PAGE ---- ARTICLE 1 DEFINITIONS.................................................................................. 2 ARTICLE 2 THE LOANS, THE LETTERS OF CREDIT AND THE GUARANTY............................................ 24 Section 2.1 Extension of Credit ....................................................... 24 Section 2.2 Manner of Borrowing and Disbursement of Loans ............................. 25 Section 2.3 Interest .................................................................. 27 Section 2.4 Fees ...................................................................... 28 Section 2.5 Prepayment/Reduction of Commitment ........................................ 30 Section 2.6 Repayment ................................................................. 30 Section 2.7 Notes; Loan Accounts ...................................................... 33 Section 2.8 Manner of Payment ......................................................... 33 Section 2.9 Reimbursement ............................................................. 35 Section 2.10 Pro Rata Treatment ........................................................ 35 Section 2.11 Application of Payments Prior to Acceleration ............................. 36 Section 2.12 Use of Proceeds ........................................................... 37 Section 2.13 All Obligations to Constitute Joint and Several Obligations ............... 37 Section 2.14 Maximum Borrower Liability ................................................ 38 Section 2.15 Maximum Rate of Interest .................................................. 40 Section 2.16 Letters of Credit ......................................................... 41 Section 2.17 The Guaranty .............................................................. 45 ARTICLE 3 CONDITIONS PRECEDENT......................................................................... 48 Section 3.1 Conditions Precedent to Closing ........................................... 48 Section 3.2 Conditions Precedent to Each Advance ...................................... 51 Section 3.3 Conditions Precedent to Each Letter of Credit ............................. 52 ARTICLE 4 REPRESENTATIONS AND WARRANTIES............................................................... 53 Section 4.1 General Representations and Warranties .................................... 53 Section 4.2 Representations and Warranties Relating to Accounts ....................... 60 Section 4.3 Survival of Representations and Warranties, etc ........................... 61 ARTICLE 5 GENERAL COVENANTS............................................................................ 61 Section 5.1 Preservation of Existence and Similar Matters ............................. 61 Section 5.2 Compliance with Applicable Law ............................................ 62 Section 5.3 Maintenance of Properties ................................................. 62 Section 5.4 Accounting Methods and Financial Records .................................. 62 Section 5.5 Insurance ................................................................. 62 Section 5.6 Payment of Taxes and Claims ............................................... 63 Section 5.7 Visits and Inspections .................................................... 63 Section 5.8 Conduct of Business ....................................................... 63 Section 5.9 ERISA ..................................................................... 63 Section 5.10 Lien Perfection ........................................................... 63 Section 5.11 Location of Collateral; Consignment of Inventory .......................... 64 Section 5.12 Protection of Collateral .................................................. 64 Section 5.13 Assignments and Records of Accounts ....................................... 64

i Section 5.14 Administration of Accounts ................................................ 65 Section 5.15 Bank Accounts ............................................................. 65 Section 5.16 Further Assurances ........................................................ 65 Section 5.17 Broker's Claims ........................................................... 66 Section 5.18 Indemnity ................................................................. 66 Section 5.19 Environmental Matters ..................................................... 66 Section 5.20 [Reserved.] ............................................................... 67 Section 5.21 Formation of Subsidiaries ................................................. 67 Section 5.22 E&Y Litigation ............................................................ 67 ARTICLE 6 INFORMATION COVENANTS........................................................................ 67 Section 6.1 Monthly Financial Statements and Information .............................. 67 Section 6.2 Quarterly Financial Statements and Information ............................ 68 Section 6.3 Annual Financial Statements and Information; Certificate of No Default .... 68 Section 6.4 Performance Certificates .................................................. 68 Section 6.5 Access to Accountants ..................................................... 69 Section 6.6 Additional Reports ........................................................ 69 Section 6.7 Notice of Litigation and Other Matters .................................... 70 ARTICLE 7 NEGATIVE COVENANTS........................................................................... 72 Section 7.1 Indebtedness .............................................................. 72 Section 7.2 Guaranties ................................................................ 73 Section 7.3 Liens ..................................................................... 73 Section 7.4 Restricted Payments and Purchases ......................................... 73 Section 7.5 Investments ............................................................... 74 Section 7.6 Affiliate Transactions .................................................... 75 Section 7.7 Liquidation; Change in Ownership, Name, or Year; Disposition or Acquisition of Assets ..................................................... 75 Section 7.8 Capital Expenditures ...................................................... 77 Section 7.9 Minimum Adjusted EBITDA ................................................... 77 Section 7.10 Minimum Net Worth ......................................................... 77 Section 7.11 Sales and Leasebacks ...................................................... 77 Section 7.12 Amendment and Waiver ...................................................... 77 Section 7.13 ERISA Liability ........................................................... 77 Section 7.14 Prepayments ............................................................... 78 Section 7.15 Negative Pledge ........................................................... 78 Section 7.16 Holding Company Status .................................................... 78 ARTICLE 8 DEFAULT...................................................................................... 78 Section 8.1 Events of Default ......................................................... 78 Section 8.2 Remedies .................................................................. 81 ARTICLE 9 THE ADMINISTRATIVE AGENT..................................................................... 83 Section 9.1 Appointment and Authorization ............................................. 83 Section 9.2 Interest Holders .......................................................... 83 Section 9.3 Consultation with Counsel ................................................. 84 Section 9.4 Documents ................................................................. 84 Section 9.5 Administrative Agent and Affiliates ....................................... 84 ii Section 9.6 Responsibility of the Administrative Agent ................................ 84 Section 9.7 Action by Administrative Agent ............................................ 84 Section 9.8 Notice of Default or Event of Default ..................................... 85 Section 9.9 Responsibility Disclaimed ................................................. 85 Section 9.10 Indemnification ........................................................... 85 Section 9.11 Credit Decision ........................................................... 86 Section 9.12 Successor Administrative Agent ............................................ 86 Section 9.13 Administrative Agent May File Proofs of Claim ............................. 86 Section 9.14 Collateral ................................................................ 87 Section 9.15 Release of Collateral ..................................................... 87 Section 9.16 Security Documents ........................................................ 88 Section 9.17 Sole Lead Arranger and Book Manager ....................................... 88 ARTICLE 10 MISCELLANEOUS............................................................................... 88 Section 10.1 Notices ................................................................... 88 Section 10.2 Expenses .................................................................. 90 Section 10.3 Waivers ................................................................... 90 Section 10.4 Set-Off ................................................................... 91 Section 10.5 Assignment ................................................................ 91 Section 10.6 Counterparts; Facsimile Transmission ...................................... 93 Section 10.7 Governing Law ............................................................. 94 Section 10.8 Severability .............................................................. 94 Section 10.9 Headings .................................................................. 94 Section 10.10 Source of Funds ........................................................... 94 Section 10.11 Entire Agreement .......................................................... 94 Section 10.12 Amendments and Waivers .................................................... 94 Section 10.13 Other Relationships ....................................................... 95 Section 10.14 Pronouns .................................................................. 95 Section 10.15 Disclosure ................................................................ 95 Section 10.16 Replacement of Lender ..................................................... 95 Section 10.17 Confidentiality ........................................................... 96 Section 10.18 Amendments to Loan Documents .............................................. 96 ARTICLE 11 YIELD PROTECTION............................................................................ 96 Section 11.1 Eurodollar Rate Basis Determination ....................................... 96 Section 11.2 Illegality ................................................................ 96 Section 11.3 Increased Costs ........................................................... 97 Section 11.4 Effect On Other Advances .................................................. 98 Section 11.5 Capital Adequacy .......................................................... 98 ARTICLE 12 JURISDICTION, VENUE AND WAIVER OF JURY TRIAL................................................ 98 Section 12.1 Jurisdiction and Service of Process ....................................... 98 Section 12.2 Consent to Venue .......................................................... 99 Section 12.3 Waiver of Jury Trial ...................................................... 99 ARTICLE 13 RELEASES.................................................................................... 100 Section 13.1 Release of Bank of America, N.A., as Administrative Agent under the Prior Credit Agreement .................................................... 100 Section 13.2 Release ................................................................... 100 iii EXHIBITS Exhibit A - Form of Borrower Pledge Agreement Exhibit A-2 - Form of Supplemental Borrower Pledge Agreement Exhibit B - Form of Borrowing Base Certificate Exhibit C - Form of Host Pledge Agreement Exhibit D - [Reserved] Exhibit E - Form of Notice of Conversion/Continuation Exhibit F - Form of Parent Pledge Agreement Exhibit G - Form of Partnership Pledge Agreement Exhibit H - Form of Purpose Credit Borrower Pledge Agreement Exhibit I - Form of Request for Advance Exhibit J - Form of Request for Issuance of Letter of Credit Exhibit K - Form of Revolving Loan Note Exhibit L - Form of Robinson Guaranty Exhibit M - Form of Robinson Pledge Agreement Exhibit N - Form of Security Agreement Exhibit O - Form of Subsidiary Guaranty Exhibit P - Form of Subsidiary Pledge Agreement Exhibit Q - Form of Subsidiary Security Agreement Exhibit R - Form of Trademark Security Agreement Exhibit S - Form of Tranche A Loan Note Exhibit T - Form of Tranche B Loan Note Exhibit U - Form of Borrower Loan Certificate Exhibit V - Form of Subsidiary Loan Certificate Exhibit W - Form of Parent Loan Certificate Exhibit X - Form of Performance Certificate SCHEDULES Schedule 1 - Commitment Ratios; Lender and Issuing Bank Addresses Schedule 2 - Liens Schedule 3 - Subordinated Debt Schedule 4.1(c) - Partnerships; Joint Ventures; Subsidiaries Schedule 4.1(d) - Capital Stock Schedule 4.1(h) - Material Contracts; Labor Matters Schedule 4.1(i) - Taxes Schedule 4.1(l) - Investments and Guaranties Schedule 4.1(m) - Liabilities; Litigation Schedule 4.1(o) - Intellectual Property; Licenses Schedule 4.1(w) - Real Property Schedule 4.1(x) - Environmental Matters Schedule 4.1(z) - Change of Name; Tradenames Schedule 5.11 - Locations of Collateral Schedule 5.15 - Bank Accounts Schedule 7.2 - Guarantees Schedule 7.6 - Affiliate Transactions iv SECOND AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11, 2002 among BR HOLDING, INC., a Georgia corporation ("Bull Run"), CAPITAL SPORTS PROPERTIES, INC., a Delaware corporation ("Capital"), HOST COMMUNICATIONS, INC., a Kentucky corporation ("Host") and DATASOUTH COMPUTER CORPORATION, a Delaware corporation ("Datasouth", and together with Bull Run, Capital, and Host, the "Borrowers"), BULL RUN CORPORATION (the "Parent" and as a Guarantor), the LENDERS party hereto (the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION (an "Issuing Bank"), and WACHOVIA BANK, NATIONAL ASSOCIATION (the "Administrative Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrowers, the Parent, the lenders party thereto, Bank of America, N.A. and Bank One, Kentucky, NA, as issuing banks, Wachovia Bank, National Association (f/k/a First Union National Bank), as syndication agent, and Bank of America, N.A., as administrative agent, are parties to that certain Amended and Restated Credit Agreement dated as of July 27, 2001 (as amended and modified and in effect) on the date hereof, the "Prior Credit Agreement"); and WHEREAS, the Borrowers, the Parent, the Lenders, the Issuing Banks and the Administrative Agent have agreed to amend and restate the Prior Credit Agreement in its entirety as, and in accordance with and subject to the terms and conditions, set forth herein; and WHEREAS, each of the Borrowers and the Parent acknowledges and agrees that the security interest granted to Bank of America, N.A., in its capacity as administrative agent, pursuant to the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement), shall remain outstanding and in full force and effect in accordance with the Prior Credit Agreement and shall continue to secure the Obligations (as defined herein); and WHEREAS, Bull Run and Datasouth have agreed to secure the Tranche B Loans and the Revolving Loans, together with the Tranche A Loans, with the Collateral as a contemporaneous exchange for value based upon the Lenders' agreement, pursuant to this Agreement on the terms and conditions set forth herein, to extend the "Maturity Date" (as defined in the Prior Credit Agreement) and reduce the "Interest Rate Margin" (as defined in the Prior Credit Agreement) set forth in the Prior Credit Agreement; and WHEREAS, each of the Borrowers, the Parent, the Lenders, the Issuing Banks and the Administrative Agent acknowledges and agrees that (a) the Obligations (as defined herein) represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the "Obligations" (as defined in the Prior Credit Agreement) arising in connection with the Prior Credit Agreement and other "Loan Documents" (as defined in the Prior Credit Agreement) executed in connection therewith; (b) the Borrowers, the Parent, the Lenders, the Issuing Banks and the Administrative Agent intend that the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement) executed in connection therewith and the collateral pledged thereunder shall secure, without interruption or impairment 1 of any kind, all existing "Indebtedness" (as defined in the Prior Credit Agreement) under the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement) executed in connection therewith as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (c) all "Liens" (as defined in the Prior Credit Agreement) created by the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement) executed in connection therewith are hereby ratified, confirmed and continued; and (d) the Loan Documents (as defined herein) are intended to restate, renew, extend, consolidate, amend and modify the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement) executed in connection therewith; and WHEREAS, each of the Borrowers, the Parent, the Lenders, the Issuing Banks and the Administrative Agent intend that (a) the provisions of the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement) executed in connection therewith, to the extent restated, renewed, extended, consolidated, amended and modified hereby, be hereby superseded and replaced by the provisions hereof and of the other Loan Documents (as defined herein); (b) the Notes (as defined herein) restate, renew, extend, consolidate, amend, modify, replace, are substituted for and supersede in its entirety, but do not extinguish, the "Indebtedness" (as defined in the Prior Credit Agreement) evidenced by the "Notes" (as defined in the Prior Credit Agreement) issued pursuant to the Prior Credit Agreement; and (c) by entering into and performing their respective obligations hereunder, this transaction shall not constitute a novation; WHEREAS, Deutsche Bank Trust Company Americas has agreed to become a party this Agreement (as defined below) as a Lender; and NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby amend and restate in its entirety the Prior Credit Agreement as follows: ARTICLE 1 DEFINITIONS "Account Debtor" shall mean any Person who is obligated under an Account. "Accounts" shall mean all accounts, contract rights, chattel paper, instruments, drafts, acceptances and documents of each Borrower arising from the sale or lease of goods or the provision of services by each Borrower in the ordinary course of its business, whether secured or unsecured, billed or unbilled and whether now existing or hereafter created or arising, and "Account" shall mean any one of the foregoing. "Adjusted EBITDA" shall mean, with respect to the Parent and its Subsidiaries on a consolidated basis for any period, EBITDA for such period, plus, without duplication and to the extent not included in EBITDA for such period, (a) cash option income received during such period, (b) cash interest income received during such period, (c) cash dividend income received 2 during such period, and (d) to the extent treated as an operating expense for such period, non-cash stock compensation expense. "Administrative Agent" shall mean Wachovia Bank, National Association, acting as agent for the Issuing Banks and the Lenders, and any successor agent appointed pursuant to Section 9.12. "Administrative Agent's Office" shall mean the office of the Administrative Agent located at One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288-0737, or such other office as may be designated pursuant to the provisions of Section 10.1 of this Agreement. "Advance" or "Advances" shall mean amounts of the Loans advanced by the Lenders to any of the Borrowers pursuant to Section 2.2 hereof on the occasion of any borrowing. "Affiliate" shall mean any Person directly or indirectly controlling, controlled by, or under common control with any Borrower, and any Person who is a director, officer or partner of any Borrower. For purposes of this definition, "control", when used with respect to any Person, includes, without limitation, the direct or indirect beneficial ownership of ten percent (10%) or more of the outstanding voting securities or voting equity of such Person or the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Agreement" shall mean this Agreement. "Agreement Date" shall mean the date as of which this Agreement is dated. "Aggregate Commitment Ratios" shall mean the percentage in which the Lenders are severally bound to make Advances to the Borrowers under the Revolving Loan Commitment and the Term Loan Commitments, which, as of the Agreement Date, are set forth (together with dollar amounts thereof) on Schedule 1 attached hereto. "Aggregate Revolving Credit Obligations" shall mean, as of any particular time, the sum of (a) the aggregate principal amount of all Revolving Loans then outstanding, plus (b) the aggregate stated amount of all Letter of Credit Obligations then outstanding. "AMT" shall mean AMT Datasouth Corp. (formerly known as Advanced Matrix Technology, Inc.), a California corporation. "AMT Note" shall mean that certain Subordinated Promissory Note dated July 1, 2002, issued by AMT in favor of Datasouth in the original principal amount of $3,392,350.43, to amend and restate that certain Subordinated Promissory Note dated September 27, 2000, issued by AMT in favor of Datasouth in the original principal amount of $4,285,074.18. "AMT Subordination Agreement" shall mean that certain Subordination Agreement dated July 25, 2002, executed by Datasouth and AMT in favor of Celtic Capital Corporation, with respect to the AMT Note, and any replacement thereof executed by Datasouth and AMT in 3 favor of any lender which succeeds Celtic Capital Corporation as AMT's senior lender in a form reasonably acceptable to the Administrative Agent. "Applicable Law" shall mean, in respect of any Person, all provisions of constitutions, laws, statutes, rules, regulations, and orders of governmental bodies or regulatory agencies applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound. "Assignment and Assumption Agreement" shall mean a form of Assignment and Assumption Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which each Lender may, as further provided in Section 10.5 hereof, sell or participate a portion of its Loans or Commitments. "Assignment of Note" shall mean that certain Second Amended and Restated Assignment of Note of even date herewith from Datasouth in favor of the Administrative Agent, on its behalf and on behalf of the Issuing Banks and the Lenders, in form and substance acceptable to the Administrative Agent. "Authorized Signatory" shall mean as to any Person, such senior personnel of such Person as may be duly authorized and designated in writing by such Person to execute documents, agreements, and instruments on behalf of such Person. "Available Letter of Credit Amount" shall mean, as of any particular time, an amount equal to the lesser of (a) the Letter of Credit Commitment then in effect and (b) the Available Revolving Loan Commitment. "Available Revolving Loan Commitment" shall mean, as of any particular time, (a) the amount of the Revolving Loan Commitment minus (b) the Aggregate Revolving Credit Obligations then outstanding. "Availability Reserves" shall mean the amount of reserves which the Administrative Agent shall have established, in its reasonable discretion, as the Administrative Agent shall have determined necessary, including, without limitation, for (i) price adjustments and damages; (ii) unpaid rent or other charges due and owing to any landlord, bailee, or warehouseman of any leased premises where Collateral is located; and (iii) accrued but unpaid ad valorem and personal property tax liability. "Avoidance Provisions" shall have the meaning ascribed thereto in Section 2.14(a) hereof. "Bankruptcy Code" shall mean the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), as now or hereafter amended, and any successor statute. "Base Rate" shall mean, at any time, a fluctuating and floating rate per annum equal to the higher of: (a) 0.50% per annum above the latest Federal Funds Rate; and (b) the rate of interest announced publicly by the Administrative Agent from time to time, as its "prime rate" for the determination of interest rate loans of varying maturities in United States dollars to United States residents of varying degrees of credit worthiness. Such "prime rate" is not 4 necessarily the lowest rate of interest charged to borrowers of the Administrative Agent, and the Administrative Agent may make commercial loans or other loans at rates of interest at, above, or below such "prime rate". Each change in the prime rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. "Base Rate Advance" shall mean an Advance which a Borrower requests to be made as a Base Rate Advance or which is converted to a Base Rate Advance, in accordance with the provisions of Sections 2.2, 11.2 or 11.3 hereof. "Board" shall mean the Board of Governors of the Federal Reserve System. "Borrower Pledge Agreement" shall mean that certain Second Amended and Restated Borrower Pledge Agreement of even date herewith executed by the Borrowers in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit A, pursuant to which each of the Borrowers pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, all of the Capital Stock, whether now owned or hereafter acquired, of their respective Subsidiaries (and, with respect to any wholly-owned foreign Subsidiary, 65% of such Capital Stock) and all other Capital Stock owned or hereafter acquired by any Borrower (other than the Tranche A Collateral), as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Borrowers" shall have the meaning set forth in the introductory paragraph to this Agreement. "Borrowing Base" shall mean, at any particular time, (a) the Eligible Accounts minus (b) Availability Reserves. "Borrowing Base Certificate" shall mean a certificate of an Authorized Signatory substantially in the form of Exhibit B attached hereto. "Bull Run" shall have the meaning set forth in the introductory paragraph to this Agreement. "Business Day" shall mean any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Georgia or is a day on which banking institutions located in such state are closed; provided, however, that when used with reference to a Eurodollar Advance (including the making, continuing, prepaying or repaying of any Eurodollar Advance), the term "Business Day" shall also exclude any day on which banks are not open for dealings in deposits of United States dollars on the London interbank market. "Call Option" shall have the meaning set forth in the Robinson Guaranty. "Capital" shall have the meaning set forth in the introductory paragraph to this Agreement. "Capital Expenditures" shall mean, for any period, on a consolidated basis for the Parent and its Subsidiaries, the aggregate of all expenditures made by the Parent or any of its 5 Subsidiaries during such period that, in conformity with GAAP, are required to be included in or reflected on the consolidated balance sheet as a capital asset of the Parent and its Subsidiaries, excluding Capitalized Lease Obligations. "Capital Stock" shall mean, as applied to any Person, any capital stock (including, without limitation, all series of preferred stock of such Person), general or limited partnership interests, limited liability company interests or other equivalents of such Person, regardless of class or designation, and all warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect thereto. "Capitalized Lease Obligation" shall mean that portion of any obligation of a Person as lessee under a lease which at the time would be required to be capitalized on the balance sheet of such lessee in accordance with GAAP. "CBS Contract" shall mean that certain Letter Agreement dated as of September 26, 2002, by and between Host and CBS Sports, a division of CBS Broadcasting, Inc., the term of which commenced on September 27, 2002, executed by Host and CBS Sports. "Change in Control" shall mean (a) with respect to the Parent, approval by the stockholders of the Parent of a merger, reorganization, consolidation, exchange of shares, recapitalization, restructuring or other business combination which would result in (i) ownership of more than fifty percent (50%) of the voting Capital Stock of the Parent being acquired by any Person other than Robinson, the Robinson Affiliates or management of the Borrowers as of the Agreement Date, or (ii) a change in the majority of the Board of Directors of the Parent; or (b) with respect to each of the Borrowers, the Parent ceasing to own and control, directly or indirectly, free of any Lien or encumbrance other than Liens in favor of the Administrative Agent and the Lenders, one hundred percent (100%) of the outstanding Capital Stock thereof, except as permitted pursuant to Section 7.7(e) hereof, provided, that after any such permitted merger or consolidation becomes effective, the Parent shall continue to own and control, directly or indirectly, one hundred percent (100%) of the outstanding Capital Stock of the surviving Borrower; or (c) any Borrower sells all or substantially all of its assets to any Person other than another Borrower. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collateral" shall mean all property pledged as collateral security for the Obligations pursuant to the Security Documents or otherwise, and all other property of any Borrower that is now or hereafter in the possession or control of the Administrative Agent, the Issuing Banks or any Lender or on which the Administrative Agent, the Issuing Banks or any Lender has been granted a Lien. "Collateral Disposition Proposal" shall have the meaning set forth in Section 7.7(b)(iii) hereof. "Commitments" shall mean, collectively, the Revolving Loan Commitment and the Term Loan Commitments. "Contributing Borrower" shall have the meaning set forth in Section 2.14(d) hereof. 6 "Customer Dispute" shall mean all instances in which (i) a customer of any Borrower has rejected or returned the goods and such return or rejection has been accepted by any Borrower as a valid return or rejection, or (ii) any customer of a Borrower has otherwise affirmatively asserted grounds for nonpayment of an Account, including, without limitation, any repossession of goods by any Borrower, or any claim by an Account Debtor of total or partial failure of delivery, set-off, counterclaim, breach of warranty or the performance of services. "Datasouth" shall have the meaning set forth in the introductory paragraph to this Agreement. "Date of Issue" shall mean the date on which an Issuing Bank issues a Letter of Credit pursuant to Section 2.16 hereof. "Default" shall mean any Event of Default, and any of the events specified in Section 8.1 hereof regardless of whether there shall have occurred any passage of time or giving of notice (or both) that would be necessary in order to constitute such event an Event of Default. "Default Rate" shall mean a simple per annum interest rate equal to, (a) with respect to outstanding principal, the sum of (i) he applicable Interest Rate Basis, plus (ii) the applicable Interest Rate Margin, plus (iii) two percent (2%), and (b) with respect to all other Obligations, the sum of (i) the Base Rate, plus (ii) the Interest Rate Margin, plus (iii) two percent (2%). "Dividends" shall mean, any direct or indirect distribution, dividend, or payment to any Person on account of any Capital Stock of a Borrower or any Subsidiary of a Borrower. "E&Y Litigation" shall mean the litigation filed by the Parent on January 8, 2002 against Ernst & Young LLP, claiming negligent misrepresentation in connection with the audit reports issued by Ernst & Young LLP on the audited financial statements of Universal Sports America, Inc. prior to Bull Run's acquisition of Universal Sports America, Inc. in December 1999. "EBITDA" shall mean, with respect to the Parent and its Subsidiaries on a consolidated basis for any period, Operating Income for such period, plus, without duplication and to the extent deducted from Operating Income for such period in the statement of operations, the sum of (a) Interest Expense, (b) income taxes, (c) depreciation and amortization expense, (d) equity in losses in Affiliates in which the Parent has a direct or indirect ownership interest in less than 100% of such Affiliate, and (e) the Robinson Compensation Amount to the extent deducted from Operating Income; less, without duplication, to the extent included in Operating Income, equity in earnings in Affiliates in which the Parent has a direct or indirect ownership interest in less than 100% of such Affiliate. "Eligible Accounts" shall mean, at any particular date, all Accounts of the Borrowers on a consolidated basis, but excluding each of the following Accounts: (a) Accounts (other than Accounts from corporate partners) with respect to which more than ninety (90) days have elapsed since the due date of the original invoice therefor or more than one hundred twenty (120) days have elapsed since the date of the original invoice therefor and Accounts from corporate partners with respect to which more than sixty (60) days 7 have elapsed since the due date of the original invoice therefor or more than one hundred fifty (150) days have elapsed since the date of the original invoice therefor; (b) with respect to which any of the representations, warranties, covenants, and agreements contained in Section 4.2 are not or have ceased to be complete and correct or have been breached; (c) with respect to which, in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason; (d) as to which such Borrower has not performed, as of the applicable calculation date, all of its obligations then required to have been performed, including, without limitation, the delivery of merchandise or rendition of services applicable to such Account; (e) as to which any one or more of the following events has occurred with respect to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a "custodian," as defined in Title 11 of the United States Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or substantially all of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern; (f) (i) those Accounts (other than Accounts covered under item (i) of this definition below) of Account Debtors for whom fifty percent (50%) or more of the aggregate dollar amount of such Account Debtor's outstanding Accounts are classified as ineligible under the other criteria other than this subsection set forth herein; or (ii) Accounts owed by any single Account Debtor the aggregate dollar amount of which exceeds twenty-five percent (25%) of the aggregate amount of all Accounts at such time, but only to the extent of such excess; (g) owed by an Account Debtor which: (i) does not maintain its chief executive office in the United States; or (ii) is not organized under the laws of the United States or any state or province thereof; or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; (h) owed by an Account Debtor which is an Affiliate or employee of any Borrower; 8 (i) which is owed by an Account Debtor to which any Borrower is indebted in any way, or which is subject to any right of setoff by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the Administrative Agent to waive setoff rights; (j) which is subject to any Customer Dispute, but only to the extent of such Customer Dispute; (k) which are owed by the government of the United States, or any department, agency, public corporation, or other instrumentality thereof, unless all required procedures for the effective collateral assignment of the Account under the Federal Assignment of Claims Act of 1940 and any other steps necessary to perfect the Administrative Agent's security interest in such Account have been complied with to the Administrative Agent's reasonable satisfaction with respect to such Account; (l) which is owed by any state, municipality, or other political subdivision of the United States, or any department, agency, public corporation, or other instrumentality thereof and as to which the Administrative Agent reasonably determines that its security interest therein is not or cannot be perfected; (m) which represent a sale (i) on a bill-and-hold basis, or (ii) on a Guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis; (n) which is evidenced by a promissory note or other instrument or by chattel paper; (o) if the Account Debtor thereunder is located in West Virginia, New Jersey or Minnesota unless if, at the time the Account was created and at all times thereafter, (a) the applicable Borrower has filed and has maintained effective a current Notice of Business Activities Report with the appropriate office or agency of the State of West Virginia, New Jersey or Minnesota, as applicable, or (b) the applicable Borrower was and has continued to be exempt from the filing of such Report and has provided the Administrative Agent with satisfactory evidence thereof; (p) as to which the applicable Account Debtor has not been sent an invoice and the eventual due date is greater than one hundred eighty (180) days from the date when the Account is first counted in the Borrowing Base; (q) which is not a bona fide, valid and, to the best of the Borrowers' knowledge, enforceable obligation of the Account Debtor thereunder; (r) which are owed by an Account Debtor with whom any Borrower has any agreement or understanding for deductions from the Account, except for discounts or allowances which are made in the ordinary course of business for prompt payment or volume purchases and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; 9 (s) which are not subject to a valid and continuing first priority Lien in favor of the Administrative Agent pursuant to the Security Documents as to which all action necessary or desirable to perfect such security interest shall have been taken, and to which such Borrower has good and marketable title, free and clear of any Liens (other than Liens in favor of the Administrative Agent); (t) as to which the applicable Account Debtor has been invoiced more than ninety (90) days preceding the due date for such invoice; or (u) as to which a security agreement, financing statement, equivalent security or Lien instrument or continuation statement is on file or of record in any public office, except as may have been filed in favor of the Administrative Agent pursuant to the Security Documents. "Environmental Laws" shall mean any and all applicable federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning environmental protection matters, including without limitation, Hazardous Materials, as now or may at any time during the term hereof be in effect. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as in effect on the Agreement Date and as such Act may be amended thereafter from time to time. "ERISA Affiliate" shall mean any "affiliate" of any Borrower within the meaning of Section 414 of the Code. "Eurodollar Advance" shall mean an Advance which a Borrower requests to be made as a Eurodollar Advance or which is continued as or converted to a Eurodollar Advance, in accordance with the provisions of Section 2.2 hereof. "Eurodollar Advance Period" shall mean, for each Eurodollar Advance, each one, two, three, or six month period, as selected by the Borrowers pursuant to Section 2.2 hereof, during which the applicable Eurodollar Rate shall remain unchanged. Notwithstanding the foregoing, however: (i) any applicable Eurodollar Advance Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Eurodollar Advance Period shall end on the next preceding Business Day; (ii) any applicable Eurodollar Advance Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Eurodollar Advance Period is to end shall (subject to clause (i) above) end on the last day of such calendar month; and (iii) no Eurodollar Advance Period shall extend beyond the Maturity Date or such earlier date as would interfere with the repayment obligations of the Borrowers under Section 2.6 hereof. Interest shall be due and payable with respect to any Advance as provided in Section 2.3 hereof. "Eurodollar Basis" shall mean a simple per annum interest rate equal to the quotient of (i) the Eurodollar Rate divided by (ii) one minus the Eurodollar Reserve Percentage, stated as a decimal. The Eurodollar Basis shall be rounded upward to the nearest one hundredth of one percent (1/100%) and, once determined, shall remain unchanged during the applicable 10 Eurodollar Advance Period, except for changes to reflect adjustments in the Eurodollar Reserve Percentage. "Eurodollar Rate" shall mean, for any Eurodollar Advance, for the Eurodollar Advance Period of such Eurodollar Advance, the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the principal amount of such Eurodollar Advance offered for a term comparable to such Eurodollar Advance Period, which rates appear on Telerate Page 3750 effective as of 11:00 A.M., London time, two (2) London banking days prior to the first day of such Eurodollar Advance Period, provided that if no such offered rates appear on such page, the "Eurodollar Rate" for such Eurodollar Advance Period will be the arithmetic average (rounded upward, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two (2) major lenders in New York City, selected by the Administrative Agent, at approximately 10:00 A.M., New York City time, two (2) London banking days prior to the first day of such Eurodollar Advance Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Eurodollar Advance Period in an amount comparable to the principal amount of such Eurodollar Advance. "Eurodollar Reserve Percentage" shall mean the percentage which is in effect from time to time under Regulation D of the Board, as such regulation may be amended from time to time, as the maximum reserve requirement applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation D), whether or not any Lender has any Eurocurrency Liabilities subject to such reserve requirement at that time. The Eurodollar Basis for any Eurodollar Advance shall be adjusted as of the effective date of any change in the Eurodollar Reserve Percentage. "Event of Default" shall mean any of the events specified in Section 8.1 hereof, provided that any requirement for notice or lapse of time, or both, has been satisfied. "Federal Funds Rate" shall mean, for any day, the rate per annum (rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions, as determined by the Administrative Agent. "Fee Letters" shall mean those certain fee letters of even date herewith executed by the Borrowers and addressed to the Administrative Agent and the Lenders. "Funded Debt" shall mean, with respect to the Parent and its Subsidiaries on a consolidated basis and without duplication, (i) all then currently outstanding obligations, liabilities and indebtedness of the types described in subsections (a) through (g) of the definition of Indebtedness set forth herein, including, but not limited to, all such obligations under the Loan Documents. 11 "Funding Borrower" shall have the meaning set forth in Section 2.14(d) hereof. "GAAP" shall mean, as in effect from time to time, United States generally accepted accounting principles consistently applied. "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Guarantors" shall mean, collectively, the Parent, Robinson and each Subsidiary of any Borrower that guarantees payment of the Obligations hereunder and under the other Loan Documents. "Guaranty" or "Guaranteed," as applied to an obligation (each a "primary obligation"), shall mean and include (a) any guaranty, direct or indirect, in any manner, of any part or all of such primary obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of any part or all of such primary obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit, and any obligation of any Person, whether or not contingent, (i) to purchase any such primary obligation or any property or asset constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of such primary obligation or (2) to maintain working capital, equity capital or the net worth, cash flow, solvency or other balance sheet or income statement condition of any other Person, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner or holder of any primary obligation of the ability of the primary obligor with respect to such primary obligation to make payment thereof or (iv) otherwise to assure or hold harmless the owner or holder of such primary obligation against loss in respect thereof. "Hazardous Materials" shall mean any hazardous materials, hazardous wastes, hazardous constituents, hazardous or toxic substances, petroleum products (including crude oil or any fraction thereof), friable asbestos containing materials defined or regulated as such in or under any Environmental Law. "Host" shall have the meaning set forth in the introductory paragraph to this Agreement. "Host Pledge Agreement" shall mean that certain Second Amended and Restated Host Pledge Agreement of even date herewith executed by W. James Host in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit C, pursuant to which James Host pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, 1,113,067 shares of common stock of the Parent and warrants, options or purchase rights with respect to the purchase of 53,600 shares of common stock of the Parent, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Initial Collateral Value" shall mean the value of any additional Collateral pledged under the Robinson Pledge Agreement as of the date such additional Collateral is pledged under the Robinson Pledge Agreement. 12 "Indebtedness" shall mean, with respect to the Parent and its Subsidiaries and without duplication, (a) any obligation for borrowed money; (b) any obligation evidenced by bonds, debentures, notes or other similar instruments; (c) any obligation to pay the deferred purchase price of property or for services (other than in the ordinary course of business); (d) any Capitalized Lease Obligation; (e) any obligation or liability of others secured by a Lien on property owned by any Borrower or any such Subsidiary, whether or not such obligation or liability is assumed, the amount of liability to be the fair market value of the property pledged; (f) any letter of credit issued for the account of any Borrower or any such Subsidiary; (g) any net payment obligation under any Interest Hedge Agreement; (h) any Guaranty; and (i) any other obligation or liability which is required by GAAP to be shown as a liability on a consolidated balance sheet of the Parent and its Subsidiaries (except items of shareholders' equity or Capital Stock or surplus or general contingency or deferred tax reserves or any other reserves required under GAAP). "Insolvency Proceeding" shall have the meaning set forth in Section 2.17. "Interest Expense" shall mean, for any period, interest expense of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, and including capitalized and non-capitalized interest and the interest component of Capitalized Lease Obligations. "Interest Hedge Agreements" shall mean the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements. "Interest Rate Basis" shall mean the Base Rate or the Eurodollar Basis, as appropriate. "Interest Rate Margin" shall mean, (a) with respect to Base Rate Advances, three-quarters percent (0.75%) and (b) with respect to Eurodollar Advances and Letter of Credit Obligations, three and three-quarters percent (3.75%), provided, however, that (i) in the event that Robinson pledges additional Collateral under the Robinson Pledge Agreement which in the aggregate have Initial Collateral Values equal to or greater then $10,000,000, the Interest Rate Margin shall mean with respect to Eurodollar Advances and Letter of Credit Obligations three and one-quarter percent (3.25%), and (ii) during the period of any Robinson Collateral Event, the Interest Rate Margin shall mean (c) with respect to Base Rate Advances, zero percent (0.00%) and (d) with respect to Eurodollar Advances and Letter of Credit Obligations, two and three-quarters percent (2.75%). "Inventory" shall mean all goods, merchandise and other personal property owned and held for sale, and all raw materials, materials and supplies of every nature which contribute to the finished products of the Borrowers in the ordinary course of their business, whether now owned or hereafter acquired by any Borrower. 13 "Investment" shall have the meaning set forth in Section 7.5 hereof. "Issuing Banks" shall mean Wachovia Bank, National Association and any other Person who hereafter may be designated as an Issuing Bank pursuant to an Assignment and Assumption Agreement or otherwise; and "Issuing Bank" shall mean any one of the foregoing. "Lenders" shall mean those lenders whose names are set forth on the signature pages hereof under the heading "Lenders" and any assignees of the Lenders who hereafter become parties hereto pursuant to and in accordance with Section 10.5 hereof; and "Lender" shall mean any one of the foregoing Lenders. "Letter of Credit Commitment" shall mean the several obligations of the Issuing Banks to issue Letters of Credit in an aggregate face amount from time to time not to exceed the lesser of (a) $5,000,000 and (b) the Revolving Loan Commitment. "Letter of Credit Obligations" shall mean, at any time, the sum of (a) an amount equal to the aggregate undrawn and unexpired amount (including the amount to which any such Letter of Credit can be reinstated pursuant to the terms hereof) of the then outstanding Letters of Credit and (b) an amount equal to the aggregate drawn, but unreimbursed drawings of any Letters of Credit. "Letter of Credit Reserve Account" shall mean any account maintained by the Administrative Agent for the benefit of any Issuing Bank, the proceeds of which shall be applied as provided in Section 8.2(e) hereof. "Letters of Credit" shall mean letters of credit issued to support obligations of the Borrowers in the ordinary course of its business issued by an Issuing Bank on behalf of the Borrowers from time to time in accordance with Section 2.16 hereof. "Lien" shall mean, with respect to any property, any mortgage, lien, pledge, negative pledge agreement, assignment, charge, security interest, title retention agreement, levy, execution, seizure, attachment, garnishment, or other encumbrance of any kind in respect of such property, whether or not choate, vested, or perfected. "Loan Account" shall have the meaning set forth in Section 2.7 hereof. "Loan Documents" shall mean this Agreement, the Notes, the Security Documents, the Fee Letters, all Requests for Advance, all Borrowing Base Certificates, Interest Hedge Agreements between the Borrowers, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent), one or more of the Issuing Banks (or an affiliate of an Issuing Bank) or one or more of the Lenders (or an affiliate of a Lender), on the other hand, and all other documents, instruments, certificates, side letter agreements, and agreements executed or delivered in connection with or contemplated by this Agreement. "Loans" shall mean, collectively, the amounts advanced by the Lenders to the Borrowers under the Commitments, not to exceed the amount of the Commitments, and evidenced by the Notes, and shall include the Revolving Loans, the Tranche A Loan and the Tranche B Loan. 14 "Margin Stock" shall mean "margin stock" within the meaning of Regulations T, U and X (12 C.R.F. Parts 221 and 224) of the Board. "Materially Adverse Effect" shall mean any materially adverse effect upon (a) the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Borrowers and their Subsidiaries taken as a whole, (b) the Collateral, (c) the ability of the Borrowers and their Subsidiaries taken as a whole to perform under this Agreement or any other Loan Document, or (d) the rights, benefits or interests of the Administrative Agent, the Issuing Banks or the Lenders in or to this Agreement, any other Loan Document or the Collateral, in each case, resulting from any act, omission, situation, status, event, or undertaking, either singly or taken together. "Maturity Date" shall mean September 30, 2003, or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise) in accordance with the terms hereof. "Maximum Borrower Liability" shall have the meaning assigned thereto in Section 2.14(a) hereof. "Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3) of ERISA. "Necessary Authorizations" shall mean all material authorizations, consents, permits, approvals, licenses, and exemptions from, and all filings and registrations with, and all reports to, any Governmental Authority whether federal, state, local, and all agencies thereof, which are required for the conduct of the businesses and the ownership (or lease) of the properties and assets of the Borrowers and the sale of their Inventory. "Net Cash Proceeds" shall mean, with respect to any sale, lease, transfer or other disposition of assets by any Borrower or any issuance by any Borrower of any Capital Stock or the incurrence by any Borrower of any Funded Debt (other than the Obligations), the aggregate amount of cash received for such assets or Capital Stock, or as a result of such Funded Debt, net of (i) reasonable and customary transaction costs, (ii) taxes, in each case properly attributable to such transaction and payable by such Borrower or its shareholders in connection with such sale, lease, transfer or other disposition of assets or the issuance of any Capital Stock or the incurrence of any Funded Debt, including, without limitation, sales commissions and underwriting discounts payable to Persons who are not Affiliates of any Borrower, and (iii) in the case of a sale, transfer or other disposition of assets, net of all payments required to be made by the Borrowers as a result of such event to repay Indebtedness (other than the Loans) secured by such asset. "Net Worth" shall mean, as of any date and with respect to any Person, such Person's total shareholders' equity (including Capital Stock, additional paid-in capital and retained earnings, after deducting treasury stock) which would appear as such on a balance sheet of such Person as of such date prepared on a consolidated basis. "Notes" shall mean, collectively, the Term Loan Notes and the Revolving Loan Notes. "Notice of Conversion/Continuation" shall mean a notice in substantially the form of Exhibit E attached hereto. 15 "Obligations" shall mean (a) all payment and performance obligations of each Borrower to the Lenders, the Issuing Banks and the Administrative Agent under this Agreement and the other Loan Documents (including all Letters of Credit Obligations and including any interest, fees and expenses that, but for the provisions of the Bankruptcy Code, would have accrued), as they may be amended from time to time, or as a result of making the Loans or issuing the Letters of Credit, (b) the obligation to pay an amount equal to the amount of any and all damages which the Administrative Agent, the Issuing Banks and the Lenders, or any of them, may suffer by reason of a breach by any Borrower of any obligation, covenant, or undertaking with respect to this Agreement or any other Loan Document, and (c) any obligations of any Borrower to the Administrative Agent (or an affiliate of the Administrative Agents) or any Lender (or an affiliate of a Lender) under any Interest Hedge Agreement permitted hereunder. "Operating Income" shall mean for any period, the consolidated net income (or deficit) from operations of the Parent and its Subsidiaries for such period, determined in accordance with GAAP. "Other Debtor Relief Law" shall have the meaning set forth in Section 2.14(a) hereof. "Overadvance Amount" shall mean, at any time, the greater of (a) the Aggregate Revolving Credit Obligations at such time minus the Borrowing Base at such time, and (b) zero. "Parent" shall have the meaning set forth in the introductory paragraph to this Agreement. "Parent Pledge Agreement" shall mean that certain Second Amended and Restated Parent Pledge Agreement of even date herewith executed by the Parent in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit F, pursuant to which the Parent pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, all of the Capital Stock, whether now owned or hereafter acquired, of Bull Run, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Partnership Pledge Agreement" shall mean that certain Second Amended and Restated Partnership Pledge Agreement of even date herewith executed by the Robinson-Prather Partnership in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit G, pursuant to which the Robinson-Prather Partnership pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, 1,284,000 shares of Capital Stock of the Parent, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Payment Date" shall mean the last day of each Eurodollar Advance Period for a Eurodollar Advance. "Permitted Liens" shall mean, as applied to any Person: (a) Any Lien in favor of the Administrative Agent, the Issuing Banks or the Lenders given to secure the Obligations; 16 (b) Liens on real estate for real estate taxes not yet delinquent and Liens for taxes, assessments, judgments, governmental charges or levies, or claims (other than any Lien imposed pursuant to any of the provisions of ERISA) not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Person's books, but only if such Lien would not reasonably be expected to have a Materially Adverse Effect either on the rights of the Administrative Agent, or the Administrative Agent's Lien, in any of the Collateral; (c) Liens of carriers, warehousemen, mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefor, but only if such Liens are junior in priority to the Liens in favor of the Administrative Agent; (d) Liens incurred in the ordinary course of business in connection with worker's compensation and unemployment insurance or other types of social security benefits; (e) Easements, rights-of-way, restrictions, and other similar encumbrances on the use of real property which in the reasonable opinion of the Administrative Agent do not interfere with the ordinary conduct of the business of such Person or materially affect the value of any Collateral; (f) Purchase money security interests and liens arising in connection with Capitalized Lease Obligations provided that any such Lien attaches only to the asset so purchased or leased by such Person and secures only Indebtedness incurred by such Person in order to purchase or lease such asset, but only to the extent permitted by Section 7.1(d) hereof; (g) Deposits to secure the performance of bids, trade contracts, tenders, sales, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) Liens on assets of the Borrowers existing on the Agreement Date which are set forth on Schedule 2 attached hereto; and (i) At any time after exercise of the Call Option and payment of the Purchase Price (as defined in the Robinson Guaranty), Liens in favor of Robinson with respect to the Call Option Collateral (as defined in the Robinson Guaranty). "Person" shall mean an individual, corporation, partnership, trust, joint stock company, limited liability company, unincorporated organization, or a government or any agency or political subdivision thereof. "Plan" shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA or any other plan maintained for employees of any Person or any Affiliate of such Person. "Pledge Agreements" shall mean, collectively, the Borrower Pledge Agreement, the Supplemental Borrower Pledge Agreement, the Purpose Credit Borrower Pledge Agreement, the 17 Parent Pledge Agreement, the Partnership Pledge Agreement, the Subsidiary Pledge Agreement, the Host Pledge Agreement and the Robinson Pledge Agreement. "Prior Credit Agreement" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Property" shall mean any real property or personal property (tangible or intangible), plant, building, facility, structure, underground storage tank or unit, equipment, Inventory or other asset owned, leased or operated by any Borrower or any Subsidiary of any Borrower (including, without limitation, any surface water thereon or adjacent thereto, and soil and groundwater thereunder). "Purpose Credit Borrower Pledge Agreement" shall mean that certain Second Amended and Restated Purpose Credit Borrower Pledge Agreement of even date herewith executed by the Borrowers in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit H, pursuant to which each of the Borrowers pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, the Tranche A Collateral, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Reimbursement Obligations" shall mean the payment obligations of the Borrowers under Section 2.16(d) hereof. "Replacement Event" shall have the meaning ascribed thereto in Section 10.16 hereof. "Replacement Lender" shall have the meaning ascribed thereto in Section 10.16 hereof. "Reportable Event" shall have the meaning set forth in Section 4043(c) of ERISA and the regulations thereunder, but shall not include any event which is not subject to the thirty (30) day notice requirement of such regulations other than 29 Code of Federal Regulations Sections 2615.11, 2615.12 and 2615.19. "Request for Advance" shall mean any certificate signed by an Authorized Signatory requesting on behalf of a Borrower an Advance hereunder which will increase the aggregate amount of the Loans outstanding, which certificate shall be denominated a "Request for Advance," and shall be in substantially the form of Exhibit I attached hereto. Each Request for Advance shall, among other things, specify the date of the Advance, which shall be a Business Day, the amount of the Advance, and the type of Advance. "Request for Issuance of Letter of Credit" shall mean any certificate signed by an Authorized Signatory of a Borrower requesting that an Issuing Bank issue a Letter of Credit hereunder, which certificate shall be in substantially the form of Exhibit J attached hereto, and shall, among other things, specify (a) the stated amount of the Letter of Credit (which shall be in United States Dollars), (b) the effective date (which shall be a Business Day) for the issuance of such Letter of Credit, (c) the date on which such Letter of Credit is to expire (which shall be a Business Day and which shall be subject to Section 2.16(a) hereof), (d) the Person for whose benefit such Letter of Credit is to be issued, (d) other relevant terms of such Letter of Credit, and 18 (f) the Available Letter of Credit Amount as of the scheduled date of issuance of such Letter of Credit. "Restricted Payment" shall mean (a) Dividends, (b) any payment of management, consulting or similar fees payable by any Borrower or any Subsidiary of any Borrower to any Affiliate, excluding payments made to any other Borrower, (c) any direct or indirect payment to any Person on account of the Indebtedness evidenced by the Summit Subordinated Notes or on account of any other subordinated Indebtedness, and (d) payment or other distribution made by any Borrower or any Subsidiary of any Borrower to the Parent, including, without limitation, any such payment or other distribution to the Parent for the purpose of making any payment (including any payment of principal or interest) on the Subordinated Debt. "Restricted Purchase" shall mean any payment on account of the purchase, redemption, or other acquisition or retirement of any shares of Capital Stock of any Borrower or any Subsidiary of any Borrower or of the Parent. "Revolving Commitment Ratios" shall mean the percentages in which the Lenders are severally bound to make Advances to the Borrowers under the Revolving Loan Commitment, which, as of the Agreement Date, are set forth (together with dollar amounts thereof) on Schedule 1 attached hereto. "Revolving Loan Commitment" shall mean the several obligations of the Lenders to advance to the Borrowers $20,000,000, on and after the Agreement Date, in accordance with their respective Revolving Commitment Ratios, pursuant to the terms hereof, and as such amount may be reduced from time to time, pursuant to the terms hereof. Each reference to the Revolving Loan Commitment contained in this Agreement shall be deemed to refer to the Revolving Loan Commitment then in effect. "Revolving Loan Notes" shall mean those certain amended and restated promissory notes of even date in the aggregate principal amount of $20,000,000, issued by the Borrowers to each of the Lenders and substantially in the form of Exhibit K attached hereto, and any extensions, renewals or amendments to, or replacements of, the foregoing. "Revolving Loans" shall mean, collectively, the amounts advanced from time to time by the Lenders to the Borrowers under the Revolving Loan Commitment, not to exceed the amount of the Revolving Loan Commitment, and evidenced by the Revolving Loan Notes. "Robinson" shall mean J. Mack Robinson, a Georgia resident, and his heirs, legal representatives, successors and assigns. "Robinson Affiliates" shall mean the Robinson-Prather Partnership and those other Persons set forth on Schedule 4.1(d) under the heading "Capital Stock of the Parent owned by Robinson and Robinson Affiliates." "Robinson Collateral Event" shall mean any period during which the current market value of the marketable securities pledged by Robinson pursuant to the Robinson Pledge Agreement shall be equal to or greater than 120% of the sum of (a) the then outstanding Term Loans plus (b) the Revolving Loan Commitment in effect at such time, such value to be 19 determined by the price of such marketable securities at the close of business on the New York Stock Exchange (or such other exchange on which such marketable securities are listed) on the Business Day prior to the date each Robinson Notice is delivered (pursuant to the first and third sentence of Section 6.6(e) hereof) or due (pursuant to the second sentence of Section 6.6(e) hereof), or on any date upon which the Administrative Agent calculates, in its sole discretion, the value thereof. Such period shall be deemed to begin on the Business Day that the Administrative Agent receives a Robinson Notice pursuant to the first sentence of Section 6.6(e) hereof. Any Robinson Collateral Event shall be deemed to continue until the earlier of (i) the receipt by the Administrative Agent of a Robinson Notice pursuant to the third sentence of Section 6.6(e) hereof, (ii) the non-receipt by the Administrative Agent of any monthly Robinson Notice required pursuant to the second sentence of Section 6.6(e) hereof and (iii) a determination by the Administrative Agent, in its sole discretion, that the conditions set forth in this definition are no longer being satisfied. "Robinson Compensation Amount" shall mean the amount of any non-cash compensation, in the form of shares of common stock of the Parent, paid to Robinson in exchange for the Robinson Guaranty. "Robinson Guaranty" shall mean that certain Second Amended and Restated Guaranty and Call Agreement of even date herewith between Robinson and the Administrative Agent, on its behalf, and on behalf of the Lenders and the Issuing Banks, substantially in the form of Exhibit L attached hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Robinson Notice" shall mean any notice delivered by Robinson or any Borrower to the Administrative Agent in connection with a Robinson Collateral Event. Each such notice shall be accompanied by valuation calculations in connection with the relevant Robinson Collateral Event in form and detail satisfactory to the Administrative Agent. "Robinson Pledge Agreement" shall mean that certain Second Amended and Restated Robinson Pledge Agreement of even date herewith executed by Robinson in favor of the Administrative Agent, substantially in the form of Exhibit M attached hereto, pursuant to which Robinson pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders the shares of Capital Stock set forth on Schedule 1 thereto, and such other shares of Capital Stock as may be required by the terms thereof, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Security Agreement" shall mean that certain Second Amended and Restated Security Agreement of even date herewith among the Borrowers and the Administrative Agent, on its behalf and on behalf of the Lenders and the Issuing Banks, substantially in the form of Exhibit N hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Security Documents" shall mean, collectively, the Security Agreement, the Subsidiary Security Agreement, the Trademark Security Agreement, the Pledge Agreements, the Assignment of Note, all UCC-1 financing statements and any other document, instrument or 20 agreement granting Collateral for the Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. "Subordinated Debt" shall mean Indebtedness evidenced by the Subordinated Note. "Subordinated Note" shall mean, collectively, those certain Subordinated Notes dated as of December 17, 1999, issued by the Parent in favor of the former shareholders of Host and Capital identified on Schedule 3, in the original principal amounts as listed on Schedule 3, not to exceed $20,000,000 in the aggregate, and the agreements, instruments and documents related thereto. "Subsidiary" shall mean, as applied to any Person, (a) any corporation of which fifty percent (50%) or more of the outstanding stock (other than directors' qualifying shares) having ordinary voting power to elect a majority of its board of directors, regardless of the existence at the time of a right of the holders of any class or classes of securities of such corporation to exercise such voting power by reason of the happening of any contingency, or any partnership or limited liability company of which fifty percent (50%) or more of the outstanding partnership or limited liability company interests having ordinary voting power to elect the general partner or a majority of the managers, members or other governing board, regardless of the existence at the time of a right of the holders of any class or classes of securities of such entity to exercise such voting power by reason of the happening of any contingency is at the time owned by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, and (b) any other entity which is controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person. Notwithstanding anything to the contrary contained herein, Players Communication Network, LLC, shall not constitute a Subsidiary of the Parent or any Borrower for purposes of this Agreement and the other Loan Documents. "Subsidiary Guaranty" shall mean that certain Second Amended and Restated Subsidiary Guaranty among certain direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries) and the Administrative Agent, on its behalf, and on behalf of the Lenders and the Issuing Banks, substantially in the form of Exhibit O attached hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Subsidiary Pledge Agreement" shall mean any Subsidiary Pledge Agreement executed by direct or indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries) having any Subsidiaries in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit P, pursuant to which each of such Subsidiaries shall pledge to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, all of the Capital Stock, whether now owned or hereafter acquired, of its Subsidiaries (and, with respect to any wholly-owned foreign Subsidiary, 65% of such Capital Stock), as the same may be amended, restated, supplemented or otherwise modified from time to time. "Subsidiary Security Agreement" shall mean that certain Second Amended and Restated Subsidiary Security Agreement among certain direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries) and the Administrative Agent, on its behalf and on behalf of the 21 Lenders and the Issuing Banks, substantially in the form of Exhibit Q hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Summit Payment" shall mean the payment of the final $590,000 principal payment due under the Summit Subordinated Notes on or before September 30, 2002, such payment to be made from the proceeds of Capital Stock or other forms of capital junior in payment to the Lenders and upon terms acceptable to the Lenders. "Summit Subordinated Notes" shall mean, collectively, (i) that certain Promissory Note issued by Streetball Partners International, Inc. in favor of Cris Carrico in an original principal amount of $590,000, and (ii) that certain Promissory Note issued by Streetball Partners International, Inc., in favor of Dan Cramer in an original principal amount of $590,000, and the agreements, instruments and documents related to each of such Promissory Notes. "Supplemental Borrower Pledge Agreement" shall mean that certain Supplemental Borrower Pledge Agreement of even date herewith executed by the Borrowers in favor of the Administrative Agent, in substantially the form attached hereto as Exhibit A-2, pursuant to which each of the Borrowers pledges to the Administrative Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders, the Tranche A Collateral. "Term Commitment Ratios" shall mean the percentages in which the Lenders are severally bound to make Advances to the Borrowers under the Term Loan Commitment, which, as of the Agreement Date, are set forth (together with dollar amounts thereof) on Schedule 1 attached hereto. "Term Loan Commitments" shall mean, collectively, the Tranche A Loan Commitment and the Tranche B Loan Commitment. "Term Loan Obligations" shall mean, collectively, any and all Obligations of the Borrowers to pay to the Administrative Agent and the Lenders the principal of, interest or fees on, collection costs for, or any other sums owing in respect of the Term Loans or the Term Loan Notes. "Term Loan Notes" shall mean, collectively, the Tranche A Loan Notes and the Tranche B Loan Notes. "Term Loans" shall mean, collectively, the Tranche A Loan and the Tranche B Loan. "Trademark Security Agreement" shall mean, collectively, any Trademark Security Agreement among the Borrowers or any Subsidiaries of the Borrowers and the Administrative Agent, on its behalf and on behalf of the Issuing Banks and the Lenders, substantially in the form of Exhibit R, as any such agreement shall be modified, amended or restated from time to time hereafter. "Tranche A Collateral" shall mean the collateral pledged to the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders pursuant to the Purpose Credit Borrower Pledge Agreement and the Supplemental Borrower Pledge Agreement. 22 "Tranche A Loan" shall mean, collectively, the amounts advanced by the Lenders to the Borrowers under the Tranche A Loan Commitment, not to exceed the amount of the Tranche A Loan Commitment, and evidenced by the Tranche A Loan Notes. "Tranche A Loan Commitment" shall mean the several obligations of the Lenders to advance the sum of $21,447,106.25, in accordance with their respective Term Commitment Ratios, to the Borrowers pursuant to the terms hereof. "Tranche A Loan Notes" shall mean those certain Tranche A Promissory Notes of even date herewith in the aggregate principal amount of $21,447,106.25, in substantially the form of Exhibit S attached hereto, and any amendments, replacements, extensions or renewals thereof. "Tranche A Loan Obligations" shall mean, collectively, any and all Obligations of the Borrowers to pay to the Administrative Agent and the Lenders the principal of, interest or fees on, collection costs for, or any other sums owing in respect of the Tranche A Loan or the Tranche A Loan Notes. "Tranche B Loan" shall mean, collectively, the amounts advanced by the Lenders to the Borrowers under the Tranche B Loan Commitment, not to exceed the amount of the Tranche B Loan Commitment, and evidenced by the Tranche B Loan Notes. "Tranche B Loan Commitment" shall mean the several obligations of the Lenders to advance the sum of $52,484,589.19, in accordance with their respective Term Commitment Ratios, to the Borrowers pursuant to the terms hereof. "Tranche B Loan Notes" shall mean those certain Tranche B Promissory Notes of even date herewith in the aggregate principal amount of $52,484,589.19, in substantially the form of Exhibit T attached hereto, and any amendments, replacements, extensions or renewals thereof. "Uniform Customs" shall mean the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time. Each definition of an agreement in this Article 1 shall include such instrument or agreement as modified, amended, supplemented or otherwise modified from time to time with, if required, the prior written consent of all of the Lenders, except as provided in Section 10.12 hereof, and except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default shall "exist", "continue" or be "continuing" until such Event of Default has been waived in writing in accordance with Section 10.12 hereof. All terms used herein which are defined in Article 9 of the Uniform Commercial Code in effect in the State of Georgia on the date hereof and which are not otherwise defined herein shall have the same meanings herein as set forth therein. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Parent on a consolidated basis with its Subsidiaries. 23 ARTICLE 2 THE LOANS, THE LETTERS OF CREDIT AND THE GUARANTY Section 2.1 Extension of Credit. Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents, the Lenders have extended and agree, severally in accordance with their respective Revolving Commitment Ratios and Term Commitment Ratios, and not jointly, to extend credit to the Borrowers in an aggregate principal amount not to exceed $93,931,695.44. (a) The Revolving Loans. The Lenders agree, severally in accordance with their respective Revolving Commitment Ratios and not jointly, upon the terms and subject to the conditions of this Agreement, to lend and relend to the Borrowers, prior to the Maturity Date, principal amounts which in the aggregate at any one time outstanding do not exceed the Available Revolving Loan Commitment. Subject to the terms and conditions hereof and prior to the Maturity Date, Advances under the Revolving Loan Commitment may be repaid and reborrowed from time to time on a revolving basis. (b) The Tranche A Loan. The Lenders have made, severally in accordance with their respective Term Commitment Ratios and not jointly, upon the terms and subject to the conditions of this Agreement, Tranche A Loans to the Borrowers in an aggregate principal amount equal to the Tranche A Loan Commitment. After the Agreement Date, Loans under the Tranche A Loan Commitment may be continued or converted pursuant to a Notice of Conversion/Continuation as provided in Section 2.2(b)(ii) and Section 2.2(c)(ii) below in order to reborrow Base Rate Advances or Eurodollar Advances for new Eurodollar Advance Periods; provided, however, there shall be no increase in the aggregate principal amount outstanding under the Tranche A Loan Commitment at any time after the Agreement Date. (c) The Tranche B Loan. The Lenders have made, severally in accordance with their respective Term Commitment Ratios relating to the Tranche B Loan Commitment and not jointly, upon the terms and subject to the conditions of this Agreement, Tranche B Loans to the Borrowers in an aggregate principal amount equal to the Tranche B Loan Commitment. After the Agreement Date, Loans under the Tranche B Loan Commitment may be continued or converted pursuant to a Notice of Conversion/Continuation as provided in Section 2.2(b)(ii) and Section 2.2(c)(ii) below in order to reborrow Base Rate Advances or Eurodollar Advances for new Eurodollar Advance Periods; provided, however, there shall be no increase in the aggregate principal amount outstanding under the Tranche B Loan Commitment at any time after the Agreement Date. (d) The Letters of Credit. Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit for the account of the Borrowers pursuant to Section 2.16 hereof in an aggregate outstanding face amount for all Issuing Banks, not to exceed the Letter of Credit Commitment at any time. 24 Section 2.2 Manner of Borrowing and Disbursement of Loans. (a) Choice of Interest Rate, etc. Any Advance shall, at the option of the Borrowers, be made either as a Base Rate Advance or as a Eurodollar Advance (except for the first two (2) Business Days after the Agreement Date, during which period the Loans shall bear interest as a Base Rate Advance); provided, however, that (i) if the Borrowers fail to give the Administrative Agent written notice specifying whether a Eurodollar Advance is to be repaid, continued or converted on a Payment Date, such Eurodollar Advance shall be converted to a Base Rate Advance on the Payment Date, and (ii) the Borrowers may not select a Eurodollar Advance (A) with respect to an Advance, the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.16 hereof, or (B) if, at the time of such Advance, a Default or an Event of Default has occurred and is continuing. Any notice given to the Administrative Agent in connection with a requested Advance hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (Eastern time) in order for such Business Day to count toward the minimum number of Business Days required. (b) Base Rate Advances. (i) Initial and Subsequent Advances. A Borrower shall give the Administrative Agent, in the case of Base Rate Advances, not later than 11:00 a.m. (Eastern time) on the Business Day of a proposed Advance, irrevocable prior notice by telephone or telecopy and shall confirm any such telephone notice with a written Request for Advance; provided, however, that the failure by a Borrower to confirm any notice by telephone or telecopy with a Request for Advance shall not invalidate any notice so given. (ii) Repayments and Conversions. A Borrower may (a) at any time repay or prepay a Base Rate Advance, or (b) upon at least three (3) Business Days' irrevocable prior written notice to the Administrative Agent in the form of a Notice of Conversion/Continuation, convert all or a portion of the principal thereof to one or more Eurodollar Advances. Upon the date indicated by such Borrower, such Base Rate Advance shall be so repaid or converted, as applicable. (iii) Miscellaneous. Notwithstanding any term or provision of this Agreement which may be construed to the contrary, each Base Rate Advance shall be in a principal amount of no less than $100,000 and in an integral multiple of $50,000 in excess thereof. (c) Eurodollar Advances. (i) Initial and Subsequent Advances. A Borrower shall give the Administrative Agent in the case of Eurodollar Advances at least three (3) Business Days' irrevocable prior notice by telephone or telecopy and shall immediately confirm any such telephone notice with a written Request for Advance; provided, however, that the failure by a Borrower to confirm any notice 25 by telephone or telecopy with a Request for Advance shall not invalidate any notice so given. (ii) Repayments, Continuations and Conversions. At least three (3) Business Days prior to each Payment Date for a Eurodollar Advance, a Borrower shall give the Administrative Agent written notice in the form of a Notice of Continuation/Conversion specifying whether all or a portion of any Eurodollar Advance outstanding on such Payment Date (a) is to be continued in whole or in part as a new Eurodollar Advance, in which case such notice shall also specify the Eurodollar Advance Period which such Borrower shall have selected for such new Eurodollar Advance, (b) is to be converted in whole or in part to a Base Rate Advance, or (c) is to be repaid and not continued or converted. Upon such Payment Date, such Eurodollar Advance will, subject to the provisions hereof, be so repaid, continued or converted, as applicable. (iii) Miscellaneous. Notwithstanding any term or provision of this Agreement which may be construed to the contrary, each Eurodollar Advance shall be in a principal amount of no less than $500,000 and in an integral multiple of $100,000 in excess thereof, and at no time shall the aggregate number of all Eurodollar Advances then outstanding exceed one (1) under each of the Revolving Loan Commitment, the Tranche A Loan Commitment and the Tranche B Loan Commitment. (d) Notification of Lenders. Upon receipt of a (i) Request for Advance or a telephone or telecopy request for Advance, or (ii) notification from an Issuing Bank that a draw has been made under any Letter of Credit, or (iii) notice from a Borrower with respect to any outstanding Advance prior to the Payment Date for such Advance, the Administrative Agent shall promptly notify each Lender by telephone or telecopy of the contents thereof and the amount of each Lender's portion of any such Advance. Each Lender shall, not later than 12:00 noon (Eastern time) on the date specified for such Advance in such notice, make available to the Administrative Agent at the Administrative Agent's office, or at such account as the Administrative Agent shall designate, the amount of such Lender's portion of the Advance in immediately available funds. (e) Disbursement. Prior to 1:00 p.m. (Eastern time) on the date of an Advance hereunder, the Administrative Agent shall, subject to the satisfaction of the conditions set forth in Article 3 hereof, disburse the amounts made available to the Administrative Agent by the Lenders to the Borrowers. Unless the Administrative Agent shall have received notice from a Lender prior to 12:30 p.m. (Eastern time) on the date of any Advance that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Advance, the Administrative Agent may assume that such Lender has made or will make such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender agrees to repay to the 26 Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's portion of the applicable Advance for purposes of this Agreement and if both such Lender and the Borrowers shall pay and repay such corresponding amount, the Administrative Agent shall promptly relend to the Borrowers such corresponding amount. If such Lender does not repay such corresponding amount immediately upon the Administrative Agent's demand therefor, the Administrative Agent shall notify the Borrowers and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The failure of any Lender to fund its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender. In the event that a Lender for any reason fails or refuses to fund its portion of an Advance in violation of this Agreement, then, until such time as such Lender has funded its portion of such Advance, or all other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Advance, such non-funding Lender shall (i) have no right to vote regarding any issue on which voting is required or advisable under this Agreement or any other Loan Document, and such non-funding Lender's Aggregate Commitment Ratios shall be excluded from the calculation of the required percentages for the definition of Majority Lenders, and (ii) shall not be entitled to receive any payments of principal, interest or fees from the Administrative Agent (or the other Lenders) in respect of its Loans. (f) Deemed Request for Advance. Unless payment is otherwise timely made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, accrued interest, fees or other charges shall be deemed irrevocably to be a Request for Advance on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges, and the proceeds of a Revolving Loan made pursuant thereto may be dispersed by way of direct payment of the relevant Obligation and shall bear interest as a Base Rate Advance. The Administrative Agent and the Lenders shall have no obligation to any of the Borrowers to honor any deemed Request for Advance, but may do so in their sole discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default. Section 2.3 Interest. (a) On Loans. Interest on Advances under the Revolving Loans and interest on the Term Loans, subject to Section 2.3(b) and (c) hereof, shall be payable as follows: (i) On Base Rate Advances. Interest on each Base Rate Advance shall be computed for the actual number of days elapsed on the basis of a hypothetical year of 360 days and shall be payable monthly in arrears on the first day of each month for the prior month. Interest on Base Rate Advances then outstanding shall 27 also be due and payable on the Maturity Date. Interest shall accrue and be payable on each Base Rate Advance made with respect to the Revolving Loans and the Term Loans at the simple per annum interest rate equal to the sum of (i) the Base Rate, plus (ii) the applicable Interest Rate Margin. (ii) On Eurodollar Advances. Interest on each Eurodollar Advance shall be computed on the basis of a hypothetical 360-day year for the actual number of days elapsed and shall be payable in arrears on (x) the Payment Date for such Advance, and (y) if the Eurodollar Advance Period for such Advance is greater than one (1) months, on each one (1) month anniversary of such Advance. Interest on Eurodollar Advances then outstanding shall also be due and payable on the Maturity Date. Interest shall accrue and be payable on each Eurodollar Advance made with respect to the Revolving Loans and the Term Loans at a rate per annum equal to the sum of (i) the Eurodollar Basis applicable to such Eurodollar Advance, and (ii) the applicable Interest Rate Margin. (iii) If No Notice of Selection of Interest Rate. If a Borrower fails to give the Administrative Agent timely notice of the selection of a Eurodollar Basis, or if the Administrative Agent is unable to timely determine a Eurodollar Basis for any Advance, the Base Rate shall apply to such Advance. If a Borrower fails to elect to reborrow any Eurodollar Advance then outstanding prior to the last Payment Date applicable thereto in accordance with the provisions of Section 2.2 hereof, as applicable, the Base Rate shall apply to such Advance commencing on and after such Payment Date. (b) Intentionally Omitted. (c) Upon Default. Upon the occurrence of an Event of Default, interest on the outstanding Obligations shall accrue at the Default Rate from the date of such Event of Default. Interest accruing at the Default Rate shall be payable on demand and in any event on the Maturity Date and shall accrue until the earliest to occur of (i) waiver of the applicable Event of Default in accordance with Section 10.12 hereof, (ii) agreement by all of the Lenders to rescind the charging of interest at the Default Rate, or (iii) payment in full of the Obligations. The Lenders shall not be required to (i) accelerate the maturity of the Loans, (ii) terminate the Commitments, or (iii) exercise any other rights or remedies under the Loan Documents in order to charge interest hereunder at the Default Rate. (d) Computation of Interest. In computing interest on any Advance, the date of making the Advance shall be included and the date of payment shall be excluded; provided, however, that if an Advance is repaid on the date that it is made, one (1) day's interest shall be due with respect to such Advance. Section 2.4 Fees. (a) Fee Letter. The Borrowers, jointly and severally, agree to pay to the Administrative Agent and the Lenders such fees as are set forth in the Fee Letters. 28 (b) Unused Line Fee. The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of the Lenders, in accordance with the Lenders' Revolving Commitment Ratios, an unused line fee on the amount of the Available Revolving Loan Commitment then in effect for each day from the Agreement Date through the Maturity Date (or the date of any earlier prepayment in full of the Obligations), at a rate of one-quarter of one percent (0.25%) per annum. Such unused line fee shall be computed on the basis of a hypothetical year of 360 days for the actual number of days elapsed, shall be payable quarterly in arrears for each fiscal quarter on the first (1st) day of each fiscal quarter for the immediately preceding fiscal quarter, and if then unpaid, on the Maturity Date (or the date of any earlier prepayment in full of the Obligations), and shall be fully earned when due and non-refundable when paid. (c) Letter of Credit Fees. (i) The Borrowers shall pay to the Lenders, in accordance with the Lenders' respective Revolving Commitment Ratios, a fee on the stated amount of any outstanding Letters of Credit for each day from the Date of Issue through the expiration date of each Letter of Credit (or the date of any earlier prepayment in full of the Obligations) at a rate per annum on the amount of the Letter of Credit Obligations equal to the applicable Interest Rate Margin. Such Letter of Credit fee shall be computed on the basis of a hypothetical year of 360 days for the actual number of days elapsed, shall be payable quarterly in arrears for each fiscal quarter on the first day of each quarter for the immediately preceding calendar quarter, and if then unpaid, on the Maturity Date (or the date of any earlier prepayment in full of the Obligations), and shall be fully earned when due and non-refundable when paid. (ii) The Borrowers shall also pay to each Issuing Bank (A) a fee on the stated amount of each Letter of Credit issued by such Issuing Bank for each day from the Date of Issue through the expiration date of each such Letter of Credit (or any earlier prepayment in full of the Obligations) at a rate of one-eighth of one percent (0.125%) per annum, which fee shall be computed on the basis of a hypothetical year of 360 days for the actual number of days elapsed, shall be payable quarterly in arrears on the first day of each fiscal quarter for the immediately preceding fiscal quarter, and, if unpaid on the Maturity Date (or any earlier prepayment in full of the Obligations) and (B) any customary fees charged by the Issuing Banks for issuance and administration of such Letters of Credit. The foregoing fees shall be fully earned when due, and non-refundable when paid. (d) Overadvance Fee. The Borrowers, jointly and severally, agree to pay to the Lenders (except during the period of any Robinson Collateral Event), in accordance with the Lenders' respective Revolving Commitment Ratio, a fee on the amount of the average outstanding daily Overadvance Amount at a rate of two percent (2%) per annum. Such fee shall be computed on the basis of a hypothetical year of 360 days for the actual number of days elapsed, shall be payable monthly in arrears twenty (20) days after the end of each month in which such fees are accrued, and shall be fully earned when due and non-refundable when paid. 29 Section 2.5 Prepayment/Reduction of Commitment. (a) The principal amount of any Base Rate Advance may be prepaid in full or in part at any time, without penalty, and without notice, and the principal amount of any Eurodollar Advance may be prepaid prior to the applicable Payment Date, upon three (3) Business Days' prior written notice to the Administrative Agent, provided that the Borrowers shall reimburse the Lenders and the Administrative Agent, on the earlier of demand or the Maturity Date, for any loss or out-of-pocket expense incurred by the Lenders or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9 hereof. Each notice of prepayment shall be irrevocable, and each such prepayment shall include the accrued interest on the amount so prepaid. Upon receipt of any notice of prepayment or, in the case of Base Rate Advances, the receipt of such payment, the Administrative Agent shall promptly notify each Lender of the contents thereof by telephone or telecopy and of such Lender's portion of the prepayment. Other than with respect to amounts required to be applied to the Loans pursuant to Section 2.6(c) hereof, prepayments of principal hereunder shall be in minimum amounts of $500,000 and integral multiples of $100,000 in excess thereof. Each such prepayment of Advances outstanding under the Term Loans shall be applied, on a pro rata bass, first, to the amount of principal payments due under Section 2.6(c) hereof, and, second, to the remaining Advances outstanding thereunder. Any prepayment of Advances outstanding under the Revolving Loan Commitment shall not reduce the Revolving Loan Commitment. (b) The Borrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon at least five (5) Business Days' prior written notice to the Administrative Agent, without premium or penalty except as may be set forth herein, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment on a pro rata basis among the Lenders in accordance with the Revolving Commitment Ratios, provided that any such partial reduction shall be made in an amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently reduced to the amount stated in the Borrowers' notice for all purposes herein, and the Borrowers shall pay to the Administrative Agent for the account of the Lenders the amount necessary to reduce the principal amount of the Revolving Loans then outstanding to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued interest on the amount so prepaid and the unused line fee set forth in Section 2.4(b) accrued through the date of the reduction with respect to the amount reduced, and shall reimburse the Administrative Agent and the Lenders for any loss or out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9. Section 2.6 Repayment. (a) Intentionally Omitted. (b) The Revolving Loans. All unpaid principal and accrued interest on the Revolving Loans shall be due and payable in full on the Maturity Date. 30 (c) The Term Loans. As of the dates set forth below, the aggregate amount of all payments of the outstanding principal balance of the Term Loans made after the Agreement Date shall be equal to or greater than the amounts as set forth below for such dates:

Minimum Aggregate Prepayment Date Amount - ------------------------------------- --------------------------------------- January 15, 2003 $5,000,000 April 15, 2003 $5,000,000 July 15, 2003 $5,000,000

Additionally, the Term Loans shall be repaid as may be required by Section 2.6(d) hereof. Any remaining unpaid principal and interest on the Term Loans shall be due and payable in full on the Maturity Date. Any prepayments of the Term Loans hereunder shall be applied on a pro rata basis to the payment of the outstanding principal balance of the Term Loans. (d) Other Mandatory Repayments; Reduction of Commitments. (i) In the event that after the Agreement Date, the Parent or any Borrower or any Subsidiary of any Borrower shall issue any Capital Stock (other than in connection with the last sentence of this Section 2.6(d)(i)), one hundred percent (100%) of the Net Cash Proceeds received by the Parent, such Borrower or such Subsidiary from such issuance shall be paid on the date of receipt thereof by the Parent, such Borrower, or such Subsidiary to the Lenders as a mandatory payment of the Loans. Subject to the provisions of Section 8.2(d) hereof, the payment due hereunder shall be applied, on a pro rata basis, to reduce the outstanding principal balance of the Term Loans, and any surplus shall be applied to repay outstanding Revolving Loans. Nothing in this Section shall authorize any Borrower to issue any Capital Stock or incur any Funded Debt except as expressly permitted by this Agreement. The Revolving Loan Commitment shall not be permanently reduced by the amount of any payment of the Revolving Loans due under this Section 2.6(d)(i). Notwithstanding the foregoing, the Parent or any Borrower or any Subsidiary of any Borrower may issue any Capital Stock in connection with any equity contribution or a series of equity contributions, up to an aggregate amount of $12,500,000, less the amount, if any, of subordinated Indebtedness outstanding pursuant to Section 7.1(l) hereof occurring after the Agreement Date and prior to Maturity Date, provided, that such Capital Stock does not permit early redemption, acceleration or any payment of any obligations thereunder (other than payment in Capital Stock of such Person) prior to six months after the Maturity Date. (ii) In the event any Borrower or any Subsidiary of any Borrower shall sell any of its assets, including Collateral sold pursuant to Section 7.7(b)(iii) hereof (other than (x) sales of Inventory in the ordinary course of business, (y) sales of other assets for a sales price of less than $250,000 in the aggregate during any fiscal year, and (z) sales of obsolete equipment with a sale value not 31 greater than $500,000 in the aggregate for all such assets that may be sold during any year), one hundred percent (100%) of the Net Cash Proceeds received by such Borrower or such Subsidiary from such sale shall be paid on the date of receipt thereof by such Borrower as a mandatory payment of the Loans. The Net Cash Proceeds shall be applied to the Revolving Loans to the extent that such proceeds result from the sale or loss of any asset which (a) has been replaced by a similar or comparable asset purchased prior to the date of such sale, or (b) is being replaced or will be replaced within one hundred eighty (180) days after the receipt of such Net Cash Proceeds with an asset useful or necessary in the business of the Borrowers; provided, however, that the Borrowers shall (A) notify the Administrative Agent in writing on or before the earlier of (I) the date the replacement asset is purchased or (II) the date of applicable sale of its intention to replace the asset to be sold or sold, as the case may be, and (B) (I) with respect to any replacement asset purchased prior to the sale of the asset to be replaced, notify the Administrative Agent in writing on or before the 180th day following the purchase of the replacement asset that the asset to be replaced has been sold or (II) with respect to any asset sold that is to be replaced, notify the Administrative Agent in writing on or before the 180th day following such asset sale that the replacement asset has been acquired. If (x) the Borrowers do not give the requisite notice of its intention to replace the asset to be sold, (y) the replacement asset has not been acquired within such one hundred eighty (180) day period or (z) any excess Net Cash Proceeds exist after payment on the Revolving Loans as provided above, then in each such event the applicable Net Cash Proceeds shall be applied, first, on a pro rata basis, to the outstanding principal amount of the Term Loans, and the excess, if any, shall be applied to the principal on the Revolving Loans then outstanding. In the event that the payment due hereunder exceeds the Loans then outstanding, such amount received by the Administrative Agent shall be applied to any other Obligations, and any surplus shall be returned to the Borrowers. Nothing in this Section shall authorize any Borrower to sell, lease, abandon, transfer, trade or otherwise dispose of any assets except as expressly permitted by this Agreement. The Revolving Loan Commitment shall not be permanently reduced by the amount of any payment of the Revolving Loans due under the second sentence of this Section 2.6(d)(ii), but will be permanently reduced by the amount of any payment of the Revolving loans due under the third sentence of this Section 2.6(d)(ii). (iii) In the event that any Borrower makes the Summit Payment, the Revolving Loan Commitment shall be permanently reduced by the amount of the Summit Payment, and the Borrowers shall make a permanent prepayment of the Revolving Loans in an amount equal to the excess, if any, of the Aggregate Revolving Credit Obligations then outstanding over the Revolving Loan Commitment. (iv) In the event that Bull Run receives from the Parent any proceeds from the E&Y Litigation pursuant to Section 5.22 hereof, Bull Run shall make a mandatory prepayment of the Loans in the amount of one hundred percent (100%) 32 of the such proceeds, less any related reasonable fees and expenses in connection therewith. Section 2.7 Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein, and shall be evidenced by the Notes. One each of the Revolving Loan Notes shall be payable to the order of each Lender in accordance with the respective Revolving Commitment Ratio of such Lender. One each of the Tranche A Loan Notes and Tranche B Loan Notes shall be payable to the order of each Lender in accordance with the respective Term Commitment Ratio of such Lender. The Notes shall be issued by the Borrowers to the Lenders and shall be duly executed and delivered by Authorized Signatories. (b) The Administrative Agent shall open and maintain on its books in the name of the Borrowers a loan account with respect to the Loans and interest thereon (the "Loan Account"). The Administrative Agent shall debit such Loan Account for the principal amount of each Advance made by it on behalf of the Lenders, accrued interest thereon, and all other amounts which shall become due from the Borrowers pursuant to this Agreement and shall credit the Loan Account for each payment which the Borrowers shall make in respect to the Obligations. The records of the Administrative Agent with respect to such Loan Account shall be conclusive evidence of the Loans and accrued interest thereon, absent manifest error. Section 2.8 Manner of Payment. (a) When Payments Due. (i) Each payment (including any prepayment) by the Borrowers on account of the principal of or interest on the Loans, fees, and any other amount owed to the Lenders, the Issuing Banks or the Administrative Agent under this Agreement, the Notes, or the other Loan Documents shall be made not later than 1:00 p.m. (Eastern time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent at the Administrative Agent's Office, for the account of the Lenders, the Issuing Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (Eastern time) shall be deemed received on the next Business Day; provided, however, that payments received after 1:00 p.m. (Eastern time) but before 3:00 p.m. (Eastern time) shall be deemed received on the next Business Day for purposes of calculating interest but shall not give rise to an Event of Default under Section 8.1(b) hereof. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrowers as and when due, the Administrative Agent will promptly notify the Lenders accordingly. 33 (ii) If any payment under this Agreement or any of the Notes shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (b) No Deduction. (i) The Borrowers, jointly and severally, agree to pay principal, interest, fees, and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever. If any Borrower shall hereafter be required by law to deduct any taxes from or in respect of any sum payable hereunder or under any Note to any Lender, any Issuing Bank or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8(b)), such Lender, Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. (ii) Each Lender agrees to deliver to the Borrowers and the Administrative Agent from time to time, a true and correct certificate executed in duplicate by a duly authorized officer of such Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Borrowers and the Administrative Agent pursuant to this Section 2.8(b). The execution and delivery hereof by a Lender shall be deemed to be a certification that such Lender falls within subsection (A) below, and no further certificates need to be delivered by such Lender until the occurrence of one of the events set forth in the preceding sentence. Each certificate required to be delivered pursuant to this Section 2.8(b) shall certify as to one of the following: (1) that such Lender shall continue to receive payments hereunder without deduction or withholding of United States federal income tax; (2) that such Lender cannot continue to receive payments hereunder without deduction or withholding of United States federal income tax as specified therein but does not require additional payments because it is entitled to recover the full amount of any such deduction or withholding from a source other than the Borrowers or from a tax credit or exemption; or 34 (3) that such Lender is no longer capable of receiving payments hereunder without deduction or withholding of United States federal income tax as specified therein by reason of a change in law (including the Code or applicable tax treaty) after the later of the Agreement Date or the date on which a Lender became a Lender pursuant to Section 10.5 hereof and that it is not capable of recovering the full amount of the same from a source other than the Borrowers or from a tax credit or exemption. (c) Inadequate Payments. If on the date on which any amount shall be due and payable by the Borrowers in regard to the Obligations, the amount received by the Administrative Agent from the Borrowers shall not be adequate to pay the amount which shall be so due and payable, then the Administrative Agent shall be authorized, but shall not be obligated, to make a Base Rate Advance under the Revolving Loan Commitment on behalf of the Lenders to the Borrowers by crediting the amount of such Base Rate Advance to the Loan Account thereof pursuant to the provisions of Section 2.7(b) hereof, whereupon the Administrative Agent shall debit the Loan Account hereof in a like amount in payment of the part of the Obligations which shall then be due and payable. No further authorization, direction or approval by the Borrowers shall be required to be given by the Borrowers for the Administrative Agent to take the action described in this Section 2.8(c). Section 2.9 Reimbursement. Whenever any Lender shall sustain or incur any losses or out-of-pocket expenses in connection with (i) failure by any Borrower to borrow or continue any Eurodollar Advance, or convert any Advance to a Eurodollar Advance, in each case, after having given notice of its intention to borrow, continue or convert, as applicable, in accordance with Section 2.2 hereof (whether by reason of the election of any Borrower not to proceed or the non-fulfillment of any of the conditions set forth in Article 3), or (ii) prepayment of any Eurodollar Advance in whole or in part the Borrowers, jointly and severally, agree to pay to such Lender, upon the earlier of such Lender's demand or the Maturity Date, an amount sufficient to compensate such Lender for all such losses and reasonable out-of-pocket expenses. Such Lender's good faith determination of the amount of such losses and reasonable out-of-pocket expenses, absent manifest error, shall be binding and conclusive. Losses subject to reimbursement hereunder shall include, without limiting the generality of the foregoing, expenses actually incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of such Lender or any participant of such Lender over the remainder of the Eurodollar Advance Period for such prepaid Advance. Section 2.10 Pro Rata Treatment. (a) Advances. Each Advance with respect to the Term Loans and the Revolving Loans from the Lenders under this Agreement shall be made pro rata on the basis of their respective Revolving Commitment Ratios and Term Commitment Ratios, as applicable. 35 (b) Payments. Each payment and prepayment of the principal of the Term Loans and the Revolving Loans and each payment of interest on the Term Loans and the Revolving Loans received from the Borrowers shall be made by the Administrative Agent to the Lenders pro rata on the basis of their respective unpaid principal amounts thereof outstanding immediately prior to such payment or prepayment (except in cases when a Lender's right to receive payments is restricted pursuant to Section 2.2(e) hereof). If any Lender shall obtain any payment (whether involuntary, through the exercise of any right of set-off, or otherwise) on account of the Term Loans or the Revolving Loans in excess of its ratable share of the Loans under its Aggregate Commitment Ratio (or in violation of any restriction set forth in Section 2.2(e) hereof), such Lender shall forthwith purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery without interest thereon unless the Lender obligated to repay such amount is required to pay interest. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. Section 2.11 Application of Payments Prior to Acceleration. (a) Application of Payments Prior to Acceleration and Prior to Exercise of the Call Option. Prior to the acceleration of the Obligations under Section 8.2 hereof and prior to exercise of the Call Option, and other than with respect to payments required to be made pursuant to Section 2.6 hereof (which shall be applied as set forth in Section 2.6 hereof), if some but less than all amounts due from the Borrowers are received by the Administrative Agent, the Administrative Agent shall distribute such amounts in the following order of priority: FIRST, to the payment of interest then due and payable on the Revolving Loans and the Term Loans, on a pro rata basis; SECOND, to the payment of principal then due and payable on the Term Loans, on a pro rata basis; THIRD, to the payment of principal then due and payable on the Revolving Loans; FOURTH, to the payment of any fees then due and payable to the Administrative Agent hereunder or under any other Loan Document; FIFTH, to the payment of any fees then due and payable to the Lenders and the Issuing Banks hereunder or under any other Loan Documents; SIXTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; SEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.11 then due and payable hereunder or under the other Loan Documents; and EIGHTH, to the costs and expenses (including attorneys' fees and expenses), if any, incurred by the Administrative Agent or any Lender in the collection of such amounts under this Agreement or any of the other Loan Documents. (b) Application of Payments Prior to Acceleration and After Exercise of the Call Option. Prior to the acceleration of the Obligations under Section 8.2 hereof and after exercise of the Call Option and payment of the Purchase Price (as defined in the 36 Robinson Guaranty), and other than with respect to payments required to be made pursuant to Section 2.6 hereof (which shall be applied as set forth in Section 2.6 hereof), if some but less than all amounts due from the Borrowers are received by the Administrative Agent, the Administrative Agent shall distribute such amounts in the following order of priority: FIRST, to the payment of interest then due and payable on the Revolving Loans; SECOND, to the payment of principal then due and payable on the Revolving Loans; THIRD, to the payment of any fees then due and payable to the Administrative Agent hereunder or under any other Loan Document; FOURTH, to the payment of any fees then due and payable to the Lenders and the Issuing Banks hereunder or under any other Loan Documents; FIFTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; SIXTH, to the payment of all other Obligations (other than the Term Loan Obligations) not otherwise referred to in this Section 2.11 then due and payable hereunder or under the other Loan Documents; and SEVENTH, to the costs and expenses (including attorneys' fees and expenses), if any, incurred by the Administrative Agent or any Lender in the collection of such amounts under this Agreement or any of the other Loan Documents. Section 2.12 Use of Proceeds. The proceeds of the Revolving Loans shall be used for the Borrowers' general operating capital needs to the extent not inconsistent with the provisions of this Agreement. Section 2.13 All Obligations to Constitute Joint and Several Obligations. All Obligations shall constitute joint and several obligations of the Borrowers and shall be secured by the Administrative Agent's security interest (on behalf of itself, the Issuing Banks and the Lenders) and Lien upon all of the Collateral, and by all other security interests and Liens heretofore, now or at any time hereafter granted by each Borrower to the Administrative Agent and the Lenders, to the extent provided in the Security Documents under which such Lien arises. Each Borrower expressly represents and acknowledges that it is part of a common enterprise with the other Borrowers and that any financial accommodations by the Administrative Agent and the Lenders to any other Borrower hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to all Borrowers. Each Borrower acknowledges that any Request for Advance, conversion request or other notice given by any Borrower to the Administrative Agent or any Lender shall bind all Borrowers, and that any notice given by the Administrative Agent or any Lender to any Borrower shall be effective with respect to all Borrowers. Each Borrower acknowledges and agrees that each Borrower shall be liable, on a joint and several basis, for all of the Loans, regardless of which Borrower actually may have received the proceeds of any of the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any of the Lenders accounts for such Loans or other extensions of credit on its books and records, and further acknowledges and agrees that Loans to any Borrower inure to the mutual benefit of all of the Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower shall be entitled to subrogation and contribution rights from and against the other Borrowers to the extent any Borrower is required to pay to the Lenders any amount in excess of the Loans advanced hereunder directly to such Borrower or as otherwise available 37 under Applicable Law; provided, however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of Section 2.14 hereof. Section 2.14 Maximum Borrower Liability. (a) It is the intent of the Borrowers, the Administrative Agent, and the Lenders and any other Person holding any of the Obligations that each Borrower's maximum obligations hereunder (such Borrower's "Maximum Borrower Liability") in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Borrower under the Bankruptcy Code on or within one (1) year from the date on which any of the Obligations of such Borrower are incurred, the maximum amount that would not otherwise cause the obligations of such Borrower hereunder (or any other obligations of such Borrower to the Administrative Agent, the Issuing Banks, the Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Borrower under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Borrower under the Bankruptcy Code subsequent to one (1) year from the date on which any of the Obligations of such Borrower are incurred, the maximum amount that would not otherwise cause the obligations of such Borrower hereunder (or any other obligations of such Borrower to the Administrative Agent, the Issuing Banks, the Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Borrower under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Borrower under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, "Other Debtor Relief Law"), the maximum amount that would not otherwise cause the obligations of such Borrower hereunder (or any other obligations of such Borrower to the Administrative Agent, the Issuing Banks and the Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Borrower under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of any Borrower hereunder (or any other obligations of such Borrower to the Administrative Agent, the Issuing Banks, the 38 Lenders and any other Person holding any of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the "Avoidance Provisions"). (b) To the extent set forth in Section 2.14(a), but only to the extent that the Obligations of any Borrower hereunder, or the transfers made by such Borrower under any Security Document, would otherwise be subject to avoidance under any Avoidance Provisions if such Borrower is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of any Borrower hereunder would render such Borrower insolvent, or leave such Borrower with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Borrower to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Borrower are deemed to have been incurred and transfers made under such Avoidance Provisions, then the obligations of such Borrower hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Borrower hereunder (or any other obligations of such Borrower to the Administrative Agent, the Issuing Banks and the Lenders or any other Person holding any of the Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This Section 2.14(b) is intended solely to preserve the rights hereunder of the Administrative Agent, the Issuing Banks and the Lenders and any other Person holding any of the Obligations to the maximum extent that would not cause the obligations of the Borrowers hereunder to be subject to avoidance under any Avoidance Provisions, and none of the Borrowers nor any other Person shall have any right, defense, offset, or claim under this Section 2.14(b) as against the Administrative Agent, the Issuing Banks and the Lenders or any other Person holding any of the Obligations that would not otherwise be available to such Person under the Avoidance Provisions. (c) Each Borrower agrees that the Obligations may at any time and from time to time exceed the Maximum Borrower Liability of such Borrower, and may exceed the aggregate Maximum Borrower Liability of all Borrowers hereunder, without impairing this Agreement or any provision contained herein or affecting the rights and remedies of the Lenders, the Issuing Banks and the Administrative Agent hereunder. (d) In the event any Borrower (a "Funding Borrower") shall make any payment or payments under this Agreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Borrower (each, a "Contributing Borrower") shall contribute to such Funding Borrower an amount equal to such payment or payments made, or losses suffered, by such Funding Borrower determined as of the date on which such payment or loss was made multiplied by the ratio of (i) the Maximum Borrower Liability of such Contributing Borrower (without giving effect to any right to receive any contribution or other obligation to make any contribution hereunder), to (ii) the aggregate Maximum Borrower Liability of all Borrowers (including the Funding Borrowers) hereunder (without giving effect to any right to receive, or obligation to make, any contribution hereunder). Nothing in this Section 2.14(d) shall affect each Borrower's joint and several liability to 39 the Administrative Agent, the Issuing Banks and the Lenders for the entire amount of its Obligations. Each Borrower covenants and agrees that its right to receive any contribution hereunder from a Contributing Borrower shall be subordinate and junior in right of payment to all obligations of the Borrowers to the Administrative Agent, the Issuing Banks and the Lenders hereunder. (e) No Borrower will exercise any rights which it may acquire by way of subrogation hereunder or under any other Loan Document or at law by any payment made hereunder or otherwise, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower in respect of payments made by such Borrower hereunder or under any other Loan Document, until all amounts owing to the Administrative Agent, the Issuing Banks and the Lenders on account of the Obligations are paid in full in cash and the Commitments are terminated. If any amounts shall be paid to any Borrower on account of such subrogation or contribution rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Borrower in trust for the Administrative Agent, the Issuing Banks and the Lenders, segregated from other funds of such Borrower, and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent in the exact form received by such Borrower (duly endorsed by such Borrower to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, as provided for herein. Section 2.15 Maximum Rate of Interest. The Borrowers and the Administrative Agent, the Issuing Banks and the Lenders hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Administrative Agent, the Issuing Banks and the Lenders further agree and stipulate that all closing fees, upfront fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or "breakage" charges, increased cost charges, attorneys' fees and reimbursement for costs and expenses paid by the Administrative Agent, any Issuing Bank or any Lender to third parties or for damages incurred by the Administrative Agent, any Issuing Bank or any Lender are charges to compensate the Administrative Agent, the Issuing Banks and the Lenders for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Administrative Agent, the Issuing Banks and the Lenders in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Administrative Agent, the Issuing Banks and the Lenders, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under applicable law, then, ipso facto as of the date of this Agreement, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers 40 in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess. Section 2.16 Letters of Credit. (a) Subject to the terms and conditions hereof, the Issuing Banks, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in subsection (c) below, hereby agree to issue one or more Letters of Credit up to an aggregate face amount equal to the Letter of Credit Commitment; provided, however, that the Issuing Banks shall not issue any Letter of Credit unless the conditions precedent to the issuance thereof set forth in Section 3.3 hereof have been satisfied, and shall not issue any Letter of Credit if any Default then exists or would be caused thereby or if, after giving effect to such issuance, the Available Revolving Loan Commitment would be less than zero; and provided further, however, that at no time shall the total Letter of Credit Obligations outstanding hereunder exceed the Letter of Credit Commitment. Each Letter of Credit shall (1) be denominated in U.S. dollars, and (2) expire no later than the earlier to occur of (A) the Maturity Date, and (B) 365 days after its date of issuance (but may contain provisions for automatic renewal provided that no Default or Event of Default exists on the renewal date or would be caused by such renewal). Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of Georgia. The Issuing Banks shall not at any time be obligated to issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause such Issuing Bank to exceed any limits imposed by, any Applicable Law. (b) The Borrowers may from time to time request that an Issuing Bank issue a Letter of Credit. The Borrowers shall execute and deliver to the Administrative Agent and applicable Issuing Bank a Request for Issuance of Letter of Credit for each Letter of Credit to be issued by such Issuing Bank, not later than 12:00 noon (Eastern time) on the fifth (5th) Business Day preceding the date on which the requested Letter of Credit is to be issued, or, such shorter notice as may be acceptable to the Issuing Bank and the Administrative Agent. Upon receipt of any such Request for Issuance of Letter of Credit, subject to satisfaction of all conditions precedent thereto as set forth in Section 3.3 hereof, the Issuing Bank shall process such Request for Issuance of Letter of Credit and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby. The Issuing Bank shall furnish a copy of such Letter of Credit to the Borrowers and the Administrative Agent following the issuance thereof. The Borrowers shall pay or reimburse the Issuing Bank for normal and customary costs and expenses incurred by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering the Letters of Credit. (c) Immediately upon the issuance by an Issuing Bank of a Letter of Credit, and in accordance with the terms and conditions of this Agreement, such Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Revolving Commitment Ratio, in such Letter of Credit and the 41 obligations of the Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto). At such time as the Administrative Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Administrative Agent shall promptly notify the Borrowers and each Lender, by telephone or telecopy, of the amount of the draw and, in the case of each Lender, such Lender's portion of such draw amount as calculated in accordance with its Revolving Commitment Ratio. (d) The Borrowers hereby agree to immediately reimburse an Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrowers hereby irrevocably request the Lenders, and the Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Advances hereunder and in Article 3 hereof with respect to conditions precedent to Advances hereunder), with respect to any drawing under a Letter of Credit, to make a Base Rate Advance on each day on which a draw is made under any Letter of Credit and in the amount of such draw, and to pay the proceeds of such Advance directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. Each Lender shall pay its share of such Base Rate Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Revolving Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default then exists or would be caused thereby. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this Section hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation of each Lender to make payments to the Administrative Agent, for the account of the Issuing Bank, in accordance with this Section 2.16 shall be absolute and unconditional and no Lender shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the gross negligence of the Issuing Bank in paying such Letter of Credit, as determined by a final non-appealable judgment of a court of competent jurisdiction). The Administrative Agent shall promptly remit to the Issuing Bank the amounts so received from the other Lenders. Any overdue amounts payable by the Lenders to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two Business Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, and (y) thereafter, at the Base Rate. (e) The Borrowers agree that each Advance by the Lenders to reimburse the Issuing Bank for draws under any Letter of Credit, shall, for all purposes hereunder, be deemed to be a Base Rate Advance under the Revolving Loan Commitment and shall be payable and bear interest in accordance with all other Base Rate Advances of Revolving Loans. (f) Borrower agrees that any action taken or omitted to be taken by an Issuing Bank in connection with any Letter of Credit, except for such actions or omissions as 42 shall constitute gross negligence or willful misconduct on the part of such Issuing Bank as determined by a final non-appealable judgment of a court of competent jurisdiction, shall be binding on the Borrowers as between the Borrowers and the Issuing Bank, and shall not result in any liability of the Issuing Bank to the Borrower. The obligation of the Borrowers to reimburse an Issuing Bank for a drawing under any Letter of Credit or the Lenders for Advances made by them to Issuing Banks on account of draws made under the Letters of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever (unless payment of such drawing constituted gross negligence or willful misconduct on the part of the Issuing Bank, as determined by a final non-appealable order of a court of competent jurisdiction), including, without limitation, the following circumstances: (i) Any lack of validity or enforceability of any Loan Document; (ii) Any amendment or waiver of or consent to any departure from any or all of the Loan Documents; (iii) Any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iv) The existence of any claim, set-off, defense or any right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or Persons for whom any such beneficiary or any such transferee may be acting), any Lender or any other Person, whether in connection with any Letter of Credit, any transaction contemplated by any Letter of Credit, this Agreement, or any other Loan Document, or any unrelated transaction; (v) Any statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (vi) The insolvency of any Person issuing any documents in connection with any Letter of Credit; (vii) Any breach of any agreement between the Borrowers and any beneficiary or transferee of any Letter of Credit; (viii) Any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit; (ix) Any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; 43 (x) Any act, error, neglect or default, omission, insolvency or failure of business of any of the correspondents of the Issuing Bank; (xi) Any other circumstances arising from causes beyond the control of the Issuing Bank; (xii) Payment by the Issuing Bank under any Letter of Credit against presentation of a sight draft or a certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct of the Issuing Bank as determined by a final non-appealable judgment of a court of competent jurisdiction, and (xiii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (g) If any change in Applicable Law, any change in the interpretation or administration thereof, or any change in compliance with Applicable Law by the Issuing Bank as a result of any request or directive of any Governmental Authority, central bank or comparable agency (whether or not having the force of law) after the Agreement Date shall (i) impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board), special deposit, capital adequacy, assessment or other requirements or conditions against letters of credit issued by the Issuing Bank or (ii) impose on the Issuing Bank any other condition regarding this Agreement or any Letter of Credit or any participation therein, and the result of any of the foregoing in the determination of the Issuing Bank is to increase the cost to the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining any participation therein, then, on the earlier of the Maturity Date or a date not more than five (5) days after demand by the Issuing Bank, the Borrowers agree to pay to the Issuing Bank, from time to time as specified by the Issuing Bank, such additional amount or amounts as the Issuing Bank determines will compensate it for such increased costs, from the date such change or action is effective; provided that the Borrowers shall not be required to compensate the Issuing Bank pursuant to this Section 2.16(g) for any increased costs incurred more than 90 days prior to the date that the Issuing Bank notifies the Borrowers of the change in law giving rise to such increased costs and of the Issuing Bank's intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate as to such increased cost incurred by the Issuing Bank as a result of any event referred to in this paragraph submitted by the Issuing Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. (h) The Borrowers will indemnify and hold harmless the Administrative Agent, each Issuing Bank and each other Lender and each of their respective employees, representatives, officers and directors from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys' fees) which may be imposed on, incurred by or asserted against the Administrative Agent, such 44 Issuing Bank or any such other Lender in any way relating to or arising out of the issuance of a Letter of Credit, except that the Borrowers shall not be liable to the Administrative Agent, any Issuing Bank or any such Lender for any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent, such Issuing Bank or such Lender, as the case may be, as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 2.16(h) shall survive termination of this Agreement. (i) Each Lender shall be responsible (to the extent the Issuing Bank is not reimbursed by the Borrower) for its pro rata share (based on such Lender's Revolving Commitment Ratio) of any and all reasonable out-of-pocket costs, expenses (including reasonable legal fees) and disbursements which may be incurred or made by the Issuing Bank in connection with the collection of any amounts due under, the administration of, or the presentation or enforcement of any rights conferred by any Letter of Credit, the Borrower's or any guarantor's obligations to reimburse draws thereunder or otherwise. In the event the Borrowers shall fail to pay such expenses of the Issuing Bank within fifteen (15) days of demand for payment by the Issuing Bank, each Lender shall thereupon pay to the Issuing Bank its pro rata share (based on such Lender's Revolving Commitment Ratio) of such expenses within ten (10) days from the date of the Issuing Bank's notice to the Lenders of the Borrower's failure to pay; provided, however, that if the Borrowers shall thereafter pay such expenses, the Issuing Bank will repay to each Lender the amounts received from such Lender hereunder. Section 2.17 The Guaranty. (a) Guaranty. The Parent hereby unconditionally guarantees to the Administrative Agent, the Issuing Banks and the Lenders and their respective permitted successors and assigns and the subsequent holders of the Obligations (including, without limitation, any interest on the Loans accruing after the filing of any insolvency, receivership, bankruptcy, dissolution, liquidation, or reorganization proceeding, or in any other proceeding, whether voluntary or involuntary, by or against the Parent, any Borrower or any of the Borrowers' Subsidiaries, under any bankruptcy or insolvency law or laws, federal or state relating to the relief of debtors of any jurisdiction, whether now or hereafter in effect, and in any out-of-court composition, assignment for the benefit of creditors, readjustment of Indebtedness, reorganization, extension or other debt arrangement of any kind (collectively, an "Insolvency Proceeding")), whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), irrespective of the validity and enforceability of this Agreement, the Notes or the other Loan Documents or the Obligations of the Borrowers or any of the other Guarantors hereunder or thereunder, the value or sufficiency of any Collateral or any other circumstance that might otherwise affect the liability of a guarantor, that: (i) the principal of and interest on the Loans, the Notes and all other Obligations of the Borrowers and the other Guarantors to the Administrative Agent, the Issuing Banks and the Lenders under this Agreement, the Notes and the other Loan Documents shall be promptly paid in full when due, whether at stated maturity, by acceleration or otherwise, in accordance with the terms 45 hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The foregoing guaranty is a guaranty of payment and not of collection. Failing payment when due of any amount so Guaranteed for whatever reason, the Parent will be obligated to pay the same immediately. (b) Waivers and Releases. The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration. 46 (c) Miscellaneous. (i) Upon the bankruptcy or winding up or other distribution of assets of the Borrowers or any Subsidiary of the Borrowers or of any surety or guarantor for any of Obligations of the Borrowers to the Administrative Agent, the Issuing Banks and the Lenders, or any of them, the rights of the Administrative Agent, the Issuing Banks and the Lenders against the Parent shall not be affected or impaired by the omission of any of the Administrative Agent, any Issuing Bank or any Lender to prove its claim, or to prove its full claim, and the Administrative Agent may prove such claims as it sees fit and may refrain from proving any claim and in its discretion may value as it sees fit or refrain from valuing any security held by it without in any way releasing, reducing or otherwise affecting the liability of the Parent to any of the Administrative Agent, any Issuing Bank or any Lender. (ii) The Parent absolutely, unconditionally and irrevocably waives any and all right to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Section 2.17 or the obligations of the Parent hereunder or the obligations of any other Person or party (including, without limitation, the Borrowers) relating to this Section 2.17 or the obligations of any other guarantor with respect to the Obligations in any action or proceeding brought by the Administrative Agent, any Issuing Bank or any Lender to collect the Obligations or any portion thereof, or to enforce the obligations of the Parent under this Section 2.17. (iii) The Administrative Agent, the Issuing Banks and the Lenders, or any of them, may from time to time, without exonerating or releasing the Parent in any way under this Guaranty, (i) release, discharge, abandon or otherwise deal with or fail to deal with any guarantor or surety of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Administrative Agent or (ii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole discretion or (iii) act or fail to act in any manner referred to in this Section 2.17 without regard to whether such action or inaction may deprive the Parent of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Section 2.17. Without limiting the generality of this Section 2.17, it is understood that the Administrative Agent, the Issuing Banks and the Lenders may, without exonerating or releasing the Parent, give up, or modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, as such Person may deem expedient, all without notice to the Parent. (iv) If a claim is ever made upon the Administrative Agent, the Issuing Banks and the Lenders for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (i) any judgment, decree or order of 47 any court or administrative body having jurisdiction over such Person or any of its property, or (ii) any settlement or compromise of any such claim effected by such Person with any such claimant, including the Borrowers, then in such event the Parent shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person. (v) The Parent expressly represents and acknowledges that any financial accommodations by the Administrative Agent, the Issuing Banks and the Lenders, or any of them, to the Borrowers, including without limitation the extension of the Loans and the issuance of the Letters of Credit are and will be of direct interest, benefit and advantage to the Parent. ARTICLE 3 CONDITIONS PRECEDENT Section 3.1 Conditions Precedent to Closing. The obligations of the Lenders to undertake the Commitments and continue to fund any outstanding "Loans" or existing "Letters of Credit" (each as defined under the Prior Credit Agreement) under the Prior Credit Agreement, and to make Advances of any Revolving Loans hereunder and the obligation of the Issuing Banks to issue any Letters of Credit hereunder, are subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent or the Lenders, as appropriate, shall have received each of the following, in form and substance satisfactory to the Administrative Agent and the Lenders: (i) This duly executed Agreement; (ii) A duly executed Tranche A Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche A Loan Commitment, and a duly executed Tranche B Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche B Loan Commitment; (iii) A duly executed Revolving Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Revolving Loan Commitment; (iv) The Security Agreement duly executed by each of the Borrowers; (v) The Trademark Security Agreement duly executed by each of the Borrowers and each of the Subsidiaries of the Borrowers which own trademarks; (vi) The Pledge Agreements duly executed by the pledgors party thereto, together with original stock certificates, warrants, limited liability company interest certificates or limited partnership interest certificates and 48 appropriate transfer powers executed in blank with respect to all collateral pledged thereunder; (vii) The Subsidiary Security Agreement duly executed by all direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries); (viii) The Subsidiary Guaranty duly executed by all direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries); (ix) The Robinson Guaranty duly executed by Robinson; (x) The legal opinions of Alston & Bird LLP, counsel to the Guarantors, Bull Run, Capital and Datasouth, and Dinsmore & Shohl LLP, counsel to Host, each with respect to this Agreement in form and substance satisfactory to the Administrative Agent; (xi) A duly executed Borrowing Base Certificate dated as of August 31, 2002; (xii) A loan certificate as to each Borrower signed by an Authorized Signatory of such Borrower in substantially the form of Exhibit U attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation to the extent amended or modified since July 27, 2001 of such Borrower, certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Borrower's incorporation, (B) a true, complete and correct copy of the By-Laws to the extent amended or modified since July 27, 2001 of such Borrower, (C) a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing hereunder and the execution, delivery and performance by such Borrower of the Loan Documents, (D) certificates of good standing from each jurisdiction in which such Borrower is qualified to do business, (E) true, correct and complete copies of any employment agreements of such Borrower, and (F) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Borrower; (xiii) A loan certificate as to each direct or indirect Subsidiary of any Borrower (other than foreign Subsidiaries) signed by an Authorized Signatory of such Subsidiary in substantially the form of Exhibit V attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation or other organizational document to the extent amended or modified since July 27, 2001 of such Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Subsidiary's organization, (B) a true, complete and correct copy of the By-Laws, Partnership Agreement or Limited Liability Company Agreement to the extent amended or modified since July 27, 49 2001 of such Subsidiary, (C) a true, complete and correct copy of the resolutions of such Subsidiary authorizing the execution, delivery and performance by such Subsidiary of the Loan Documents to which it is a party, (D) certificates of good standing from each jurisdiction in which such Subsidiary is qualified to do business, and (E) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Subsidiary; and (xiv) A loan certificate of the Parent signed by an Authorized Signatory of the Parent in substantially the form of Exhibit W attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Amended Articles of Incorporation of the Parent certified to be true, complete and correct by the Secretary of State of Georgia, (B) a true, complete and correct copy of the By-Laws of the Parent, (C) a true, complete and correct copy of the resolutions of the Parent authorizing the execution, delivery and performance by the Parent of the Loan Documents, and (D) certificates of good standing from each jurisdiction in which the Parent is qualified to do business; (xv) A Solvency Certificate of the Borrowers on a consolidated basis with each of their Subsidiaries executed by the Chief Financial Officer of each Borrower, regarding the solvency and financial condition of the Borrowers and their Subsidiaries, the accuracy of all internally prepared financial statements and business plans, and the financial projections and underlying assumptions contained in such solvency analyses, in form and substance satisfactory to the Administrative Agent, together with copies of financial projections through August 31, 2004; (xvi) Copies of certificates of insurance and the related insurance policies with respect to the Borrowers and meeting the requirements of Section 5.5 hereof; (xvii) Since June 30, 2001, (i) no change in the business, assets, management, operations, financial condition, projections, or prospects of the Borrowers or any of their Subsidiaries or Affiliates, or in the Collateral, shall have occurred, which change, in the judgment of the Administrative Agent and the Lenders, may have a Materially Adverse Effect, (ii) there shall have been no material increase in the liabilities (absolute or contingent) of the Borrowers or any of their Subsidiaries or Affiliates, whether or not disclosed or required to be reserved against on any pro forma balance sheet, and (iii) there shall have been no material decrease in the assets of the Borrowers or their Subsidiaries or Affiliates, nor shall any of the Borrowers have made any distributions (other than to any other Borrower), either by dividends or otherwise, other than in the ordinary course of business; (xviii) Evidence that the CBS Contract is in full force and effect on terms and conditions satisfactory to the Administrative Agent; 50 (xix) Payment of all fees and expenses payable to the Administrative Agent, the affiliates of the Administrative Agent, the Issuing Banks and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent, any appraisal and audit related fees and expenses; and (xx) Copies of the draft annual audited financial statements of the Parent and its Subsidiaries for the fiscal year ended June 30, 2002, and monthly unaudited financial statements of the Parent and its Subsidiaries for the months ending July and August, 2002. (b) The Administrative Agent and the Lenders shall be satisfied that the Loans and the use of proceeds thereof, comply in all respects with Regulations T, U and X of the Board. (c) The Administrative Agent and the Lenders shall have received evidence satisfactory to each of them that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and that no Default or Event of Default exists, after giving effect to the initial Advance, hereunder, and the Administrative Agent and the Lenders shall have received a certificate of an Authorized Signatory so stating. Section 3.2 Conditions Precedent to Each Advance. The obligation of the Lenders to make any Advance hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrowers under this Agreement, which, pursuant to Section 4.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of such Advance; (b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default or an Event of Default hereunder; and (d) In the case of any Revolving Loan Advance, receipt by the Administrative Agent of satisfactory evidence that, after borrowing any such Revolving Loan Advance, the Borrowers and the Lenders shall be in full compliance with Regulations T, U and X of the Board, including evidence that the sum of the aggregate principal amount of the outstanding Loans plus the Letter of Credit Obligations will not exceed an amount equal to the sum of (a) 100% of the current fair market value of all Collateral (other than 51 Collateral constituting Margin Stock) plus (b) 50% of the current market value of all Collateral constituting Margin Stock. The Borrowers hereby agree that the delivery of any Request for Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder. Section 3.3 Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Banks to issue any Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrowers under this Agreement, which, pursuant to Section 4.3 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of the issuance of such Letter of Credit; (b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (d) Receipt by the Administrative Agent of satisfactory evidence that, after issuing such Letter of Credit, the Borrowers and the Lenders shall be in full compliance with Regulations T, U and X of the Board, including evidence that the sum of the aggregate principal amount of the outstanding Loans plus the Letter of Credit Obligations will not exceed an amount equal to the sum of (a) 100% of the current fair market value of all Collateral (other than Collateral constituting Margin Stock) plus (b) 50% of the current market value of all Collateral constituting Margin Stock. The Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not exist, on the date of issuance of the Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder. 52 ARTICLE 4 REPRESENTATIONS AND WARRANTIES Section 4.1 General Representations and Warranties. In order to induce the Administrative Agent, the Lenders and the Issuing Banks to enter into this Agreement and to extend the Loans to the Borrowers, each of the Borrowers hereby represents and warrants that: (a) Organization; Power; Qualification. Each of the Borrowers and each of their respective Subsidiaries is a corporation, limited liability company or limited partnership duly organized, validly existing, and in good standing under the laws of its state of organization, has the power and authority to own or lease and operate its properties and to carry on its business as now being and hereafter proposed to be conducted, and is duly qualified and is in good standing as a foreign corporation, limited liability company or limited partnership, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where failure to be so qualified or authorized would not result in a Materially Adverse Effect. (b) Authorization; Enforceability. Each of the Borrowers and each of their respective Subsidiaries has the power and has taken all necessary corporate, limited liability company or partnership action to authorize it to execute, deliver, and perform this Agreement and each of the other Loan Documents to which it is a party in accordance with the terms thereof and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the other Loan Documents to which any Borrower or any of their Subsidiaries is a party has been duly executed and delivered by such Borrower or such Subsidiary, and is, and each of the other Loan Documents to which any Borrower or any of their Subsidiaries is a party is, a legal, valid and binding obligation of such Borrower or such Subsidiary, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor's rights generally. (c) Partnerships; Joint Ventures; Subsidiaries. None of the Borrowers nor any of their respective Subsidiaries is a partner or joint venturer in any partnership or joint venture other than (i) the Subsidiaries listed on Schedule 4.1(c) and (ii) the partnerships and joint ventures listed on Schedule 4.1(c). Schedule 4.1(c) sets forth, for each partnership or joint venture that is not a Subsidiary of a Borrower, a complete and accurate statement of (A) the percentage ownership of each such partnership or joint venture by each Borrower or any Subsidiary of any Borrower, (B) the state or other jurisdiction of formation or incorporation, as appropriate, of each such partnership or joint venture, and (C) all of each such partnership's or joint venture's trade names, trade styles or doing business forms on the date of this Agreement. Except as set forth on Schedule 4.1(c), none of the Borrowers nor any of their Subsidiaries has any Subsidiaries. (d) Capital Stock and Related Matters. The authorized Capital Stock of the Parent owned by Robinson and the Robinson Affiliates as of the Agreement Date is set forth on Schedule 4.1(d) attached hereto. The authorized Capital Stock of each Borrower is as set forth on Schedule 4.1(d) attached hereto, and all of the shares of such Capital 53 Stock were issued and outstanding as of the Agreement Date and are fully paid and non-assessable. As of the Agreement Date, the Capital Stock of each Borrower is owned by the parties listed on Schedule 4.1(d) in the amounts set forth on such schedule. None of the Borrowers has outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stock, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Capital Stock or any stock or securities convertible into or exchangeable for any Capital Stock. None of the Borrowers is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or to register any shares of its Capital Stock, and there are no agreements restricting the transfer of any shares of any Borrower's Capital Stock. (e) Compliance with Laws, Other Loan Documents, and Contemplated Transactions. The execution, delivery, and performance of this Agreement and each of the other Loan Documents in accordance with the terms thereof and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate any material provisions of Applicable Law, (ii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of any Borrower or any Subsidiary of any Borrower or under any indenture, material agreement, or other material instrument to which any Borrower or any Subsidiary of any Borrower is a party or by which any Borrower or any Subsidiary of any Borrower or any of their respective properties may be bound, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Borrower or any Subsidiary of any Borrower except Permitted Liens. (f) Necessary Authorizations. Each Borrower and each Subsidiary of a Borrower has obtained all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect. None of said Necessary Authorizations is the subject of any pending or, to the best of any Borrower's knowledge, threatened attack or revocation, by the grantor of the Necessary Authorization. None of the Borrowers nor any Subsidiary of any Borrower is required to obtain any additional Necessary Authorizations in connection with the execution, delivery, and performance, in accordance with the terms of this Agreement or any other Loan Document, and the borrowing hereunder. (g) Title to Properties. Each Borrower and each Subsidiary of a Borrower has marketable, and legal title to, or a valid leasehold interest in, all of its properties and assets, and none of such properties or assets is subject to any Liens (other than Permitted Liens). (h) Material Contracts; Labor Matters. Schedule 4.1(h) contains a complete list, as of the Agreement Date, of each contract or agreement to which any Borrower or any Subsidiary of any Borrower is a party which, if expired, terminated or canceled, would have a Materially Adverse Effect and, upon the request of the Administrative Agent or any Lender, the Borrowers will provide the Administrative Agent or such 54 Lender, as applicable, with a copy of any such contract or agreement. Except as disclosed on Schedule 4.1(h): (i) no material labor contract to which any Borrower or any Subsidiary of any Borrower is a party or is otherwise subject is scheduled to expire prior to the Maturity Date; (ii) none of the Borrowers nor any of their respective Subsidiaries has, within the two (2) year period immediately preceding the Agreement Date, taken any action which would have constituted or resulted in a "plant closing" or "mass layoff" within the meaning of the Federal Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable federal, state or local law, and none of the Borrowers has any reasonable expectation that any such action is or will be required at any time prior to the Maturity Date; and (iii) on the Agreement Date (A) none of the Borrowers nor any of their respective Subsidiaries is a party to any labor dispute (other than any immaterial disputes with such Borrower's or such Subsidiary's employees as individuals and not affecting such Borrower's or such Subsidiary's relations with any labor group or its workforce as a whole) and (B) there are no pending or, to any Borrower's knowledge, threatened strikes or walkouts relating to any material labor contracts to which any Borrower or any Subsidiary of any Borrower is a party or is otherwise subject. None of the employees of any Borrower or any Subsidiary of any Borrower is a party to any collective bargaining agreement with any Borrower or any Subsidiary of any Borrower. (i) Taxes. Except as set forth on Schedule 4.1(i) attached hereto, all federal, state, and other tax returns of each of the Borrowers and each of their respective Subsidiaries required by law to be filed have been duly filed, and all federal, state, and other taxes, assessments, and other governmental charges or levies upon each of the Borrowers and each of their respective Subsidiaries and any of their respective properties, income, profits, and assets, which are due and payable, have been paid, except any payment of any of the foregoing which any Borrower or any Subsidiary of any Borrower, as applicable, are currently contesting in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower or such Subsidiary, as the case may be. The charges, accruals, and reserves on the books of each of the Borrowers and each of their respective Subsidiaries in respect of taxes are, in the reasonable judgment of the Borrowers, adequate. None of the Borrowers nor any of their respective Subsidiaries are being audited, or have knowledge of any pending audit, by the Internal Revenue Service or any other taxing authority. (j) Financial Statements. The Borrowers have furnished, or caused to be furnished, to the Administrative Agent and the Lenders financial statements for the Parent on a consolidated basis which are complete and correct in all material respects and present fairly in accordance with GAAP the financial position of the Parent on a consolidated basis as at June 30, 2001 and July 31, 2002, and the results of operations for the periods then ended. Except as disclosed in such financial statements, none of the Borrowers nor any of their respective Subsidiaries has any material liabilities, contingent or otherwise, and there are no material unrealized or anticipated losses of any Borrower or any Subsidiary of any Borrower which have not heretofore been disclosed in writing to the Administrative Agent and the Lenders. As of the Agreement Date, each of the Borrowers has a fiscal year ending on August 31. 55 (k) No Adverse Change. Since June 30, 2001, except as previously disclosed to the Lenders under the Prior Credit Agreement, there has occurred no event which could reasonably be expected to have a Materially Adverse Effect. (l) Investments and Guaranties. As of the Agreement Date, none of the Borrowers owns the Capital Stock, partnership interests or other securities of or equity interests in, or have outstanding loans or advances to, or guaranties of the obligations of, any Person, except as disclosed on Schedule 4.1(c) or Schedule 4.1(l). (m) Liabilities, Litigation. Except for liabilities incurred in the normal course of business, none of the Borrowers nor any of their respective Subsidiaries has any material (individually or in the aggregate) liabilities, direct or contingent, except as disclosed or referred to in the financial statements referred to in Section 4.1(j) above or with respect to the Obligations. As of the Agreement Date, except as described on Schedule 4.1(m) and Schedule 4.1(x) attached hereto, there is no litigation, legal or administrative proceeding, investigation, or other similar action of any nature pending or, to the knowledge of any Borrower, threatened against or affecting any Borrower or any Subsidiary of any Borrower or any of their respective properties which could reasonably be expected to result in any judgment against or liability of such Borrower or such Subsidiary in excess of $100,000, or the loss of any certification or license material to the operation of any Borrower's business. None of such litigation disclosed on Schedule 4.1(m) and Schedule 4.1(x), individually or collectively, could reasonably be expected to have a Materially Adverse Effect. None of the Borrowers knows of any unusual or unduly burdensome restriction, restraint, or hazard relative to the business or properties of any Borrower or any Subsidiary of any Borrower that is not customary for or generally applicable to similarly situated businesses in the same industry as such Borrower or such Subsidiary. (n) ERISA. Each Borrower and each ERISA Affiliate and each of their respective Plans are in substantial compliance with ERISA and the Code and none of the Borrowers nor any of their ERISA Affiliates incurred any accumulated funding deficiency with respect to any such Plan within the meaning of ERISA or the Code. The Borrowers and each of their ERISA Affiliates have complied with all material requirements of ERISA Sections 601 through 608 and Code Section 4980B. None of the Borrowers nor, to the best of the Borrowers' knowledge, any of their ERISA Affiliates has made any promises of retirement or other benefits to employees, except as set forth in the Plans. None of the Borrowers nor any of their respective Subsidiaries has incurred any material liability to the Pension Benefit Guaranty Corporation in connection with any such Plan. The assets of each such Plan which is subject to Title IV of ERISA are sufficient to provide the benefits under such Plan, the payment of which the Pension Benefit Guaranty Corporation would guarantee if such Plan were terminated, and such assets are also sufficient to provide all other "benefit liabilities" (as defined in ERISA Section 4001(a)(16)) due under the plan upon termination. No Reportable Event has occurred and is continuing with respect to any such Plan. No such Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA, or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would 56 subject such Plan or any other Plan of any Borrower or any ERISA Affiliate of any Borrower, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such Plan or any such trust to any material penalty or tax on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code. None of the Borrowers nor any of their ERISA Affiliates is a participant in or is obligated to make any payment to a Multiemployer Plan. (o) Intellectual Property; Licenses; Certifications. Except as set forth on Schedule 4.1(o), none of the Borrowers nor any of their respective Subsidiaries owns any material registered patents, trademarks, service marks or copyrights, and has no pending registration applications with respect to any of the foregoing. No other material patents, trademarks, service marks or copyrights are necessary for the operation of the business of any Borrower or its Subsidiaries. The Borrowers have all material licenses or certifications necessary for the operation of any Borrower's business. (p) Compliance with Law; Absence of Default. Each of the Borrowers and each of their respective Subsidiaries is in material compliance with all Applicable Laws and with all of the provisions of its certificate of incorporation and by-laws, and no event has occurred or has failed to occur which has not been remedied or waived, the occurrence or non-occurrence of which constitutes (i) a Default of (ii) or a default by any Borrower under any indenture, material agreement, or other material instrument, or any judgment, decree, or order to which any Borrower or any Subsidiary of any Borrower is a party or by which any Borrower or any Subsidiary of any Borrower or any of their respective properties may be bound. Each of the Borrowers and each of their respective Subsidiaries are in compliance in all material respects with all applicable federal, state and local laws, rules and regulations. (q) Casualties; Taking of Properties. Since June 30, 2001, neither the business nor the properties of any Borrower or any Subsidiary of any Borrower has been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by any domestic or foreign government or any agency thereof, riot, activities of armed forces, or acts of God or of any public enemy. (r) Accuracy and Completeness of Information. All information, reports, and other papers and data relating to any Borrower or any Subsidiary of any Borrower furnished to the Administrative Agent and the Lenders were, at the time the same were so furnished, (i) to the extent prepared by third parties, to the best of each Borrower's knowledge, and (ii) to the extent prepared by any Borrower, complete and correct in all material respects in light of all such information, reports and other papers and data taken as a whole at such time. No fact is currently known to any Borrower which has, or could reasonably be expected to have, a Materially Adverse Effect. With respect to projections, estimates and forecasts given to the Administrative Agent and the Lenders, such projections, estimates and forecasts are based on the Borrowers' good faith assessment of the future of the business at the time made. The Borrowers had a reasonable basis for such assessments at the time made. 57 (s) Compliance with Regulations T, U, and X. None of the Borrowers nor any bank acting on any Borrower's behalf has taken or will take any action which might cause this Agreement or the Notes to violate Regulation T, U, or X or any other regulation of the Board or to violate the Securities Exchange Act of 1934, in each case as now in effect or as the same may hereafter be in effect. If so requested by the Administrative Agent, the Borrowers will furnish the Administrative Agent with (i) a statement or statements in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U of the Board and (ii) other documents evidencing its compliance with the margin regulations. None of the execution, delivery or performance by the Borrowers of the transactions contemplated hereunder will violate, or be inconsistent with, the provisions of Regulation T, U, or X of the Board. (t) Solvency. As of the Agreement Date and after giving effect to the transactions contemplated by the Loan Documents: (i) the property of each Borrower and its Subsidiaries, taken as a whole, at a fair valuation on a going concern basis, will exceed its debt; (ii) the capital of each Borrower and its Subsidiaries, taken as a whole, will not be unreasonably small to conduct its business; and (iii) the Borrowers and their Subsidiaries, taken as a whole, will not have incurred debts, or have intended to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section, "debt" means any liability on a claim, and "claim" means (i) the right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, undisputed, legal, equitable, secured or unsecured, or (ii) the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured or unsecured. (u) Insurance. Each Borrower and each of its Subsidiaries has insurance meeting the requirements of Section 5.5 hereof, and such insurance policies are in full force and effect. (v) Broker's or Finder's Commissions. No broker's or finder's fee or commission will be payable with respect to the issuance of the Notes, and no other similar fees or commissions will be payable by any Borrower for any other services rendered to any Borrower ancillary to the transactions contemplated herein. (w) Real Property. All real property owned or leased by any Borrower or any Subsidiary of any Borrower, and, with respect to any leased property of a material nature, the name of the lessor of such real property, is set forth in Schedule 4.1(w). True, correct and complete copies of each of the material leases of the Borrowers or their respective Subsidiaries have been delivered to the Administrative Agent, and each such lease is valid, enforceable and in full force and effect, and has not been modified or amended, except as otherwise set forth in Schedule 4.1(w). Each Borrower or Subsidiary of a Borrower, as applicable, is the sole holder of the lessee's interests under each lease to which it is a party. None of the Borrowers nor any of their respective Subsidiaries has made any pledge or assignment of any of it rights under any such leases except as set forth in Schedule 4.1(w) and there is no default or condition which, with the passage of time or the giving of notice, or both, would constitute a material default on the part of any 58 party under such leases. As of the Agreement Date, none of the Borrowers nor any of their respective Subsidiaries owns, leases or uses any real property other than as set forth in Schedule 4.1(w). Each Borrower and each of such Borrower's Subsidiaries owns good and marketable fee simple title to all of its owned real property, and none of its real property is subject to any Liens (other than Permitted Liens). None of the Borrowers nor any of their respective Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or any other contractual right to purchase, acquire, sell, assign or dispose of any real property leased by it. (x) Environmental Matters. Except as is described in Schedule 4.1(x) attached hereto: (i) The Property does not contain, in, on or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials in violation of Environmental Laws or in amounts that could give rise to any material liability under Environmental Laws. (ii) Each Borrower and each Subsidiary of a Borrower is in compliance with all applicable Environmental Laws, and there is no contamination or violation of any Environmental Law which could materially interfere with the continued operation of any of the Property or impair the financial condition of the Borrowers and their Subsidiaries on a consolidated basis. (iii) None of the Borrowers nor any of their respective Subsidiaries has received from any Governmental Authority any complaint, or notice of violation, alleged violation, investigation or advisory action or notice of potential liability regarding matters of environmental protection or permit compliance under applicable Environmental Laws with regard to the Property, nor is any Borrower aware that any such notice is pending. (iv) Hazardous Materials have not been generated, treated, stored, disposed of, at, on or under any of the Property in violation of any Environmental Laws or in a manner that could give rise to any material liability under Environmental Laws nor have any Hazardous Materials been transported or disposed of from any of the Property to any other location in violation of any Environmental Laws or in a manner that could give rise to liability under Environmental Laws. (v) None of the Borrowers nor any of their respective Subsidiaries is a party to any governmental administrative actions or judicial proceedings pending under any Environmental Law with respect to any of the Property, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any of the Property. 59 (vi) There has been no release or threat of release of Hazardous Materials into the environment at or from any of the Property, or arising from or relating to the operations of the Borrowers, in material violation of Environmental Laws or in amounts that could give rise to any material liability under Environmental Laws. (y) OSHA. All of the operations of the Borrowers and their respective Subsidiaries are conducted in all material respects in compliance with all applicable rules and regulations promulgated by the Occupational Safety and Health Administration of the United States Department of Labor. (z) Name of Borrowers. Except as set forth in Schedule 4.1(z), none of the Borrowers nor any of their respective Subsidiaries has changed its name within the preceding five (5) years from the Agreement Date, nor has any Borrower or any Subsidiary of a Borrower transacted business under any other name or trade name. (aa) Investment Company Act. None of the Borrowers nor any of their respective Subsidiaries is required to register under the provisions of the Investment Company Act of 1940, as amended, and neither the entering into or performance by any Borrower of this Agreement nor the issuance of the Notes violates any provision of such Act or requires any consent, approval, or authorization of, or registration with, any governmental or public body or authority pursuant to any of the provisions of such Act. (bb) Holding Company Status. The Parent does not own or lease, directly or indirectly, any real, personal, intangible or tangible property of any nature, other than such Capital Stock of Bull Run, and the Parent does not conduct, transact or otherwise engage in any business or operations other than those incidental to the ownership of such Capital Stock of Bull Run. Datasouth does not own any material assets other than the AMT Note and Capital Stock of Gray Communications System, Inc. Section 4.2 Representations and Warranties Relating to Accounts. With respect to all Accounts which are identified or included on any Schedule, Borrowing Base Certificate or other report as Eligible Accounts, each Borrower hereby warrants and represents to the Administrative Agent and the Lenders to the best of their knowledge that: (a) They are genuine and in all respects what they purport to be, and they are not evidenced by judgments; (b) They arise out of completed, bona fide sales of goods or rendition of services by the Borrowers in the ordinary course of their business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between the Borrowers and the Account Debtors; (c) They are for liquidated amounts maturing as stated in the duplicate invoice covering such sale or rendition of services, copies of which have been furnished or are available to the Administrative Agent; 60 (d) None of the Borrowers has made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers in the ordinary course of their business for prompt payment or volume purchases and which are reflected in the calculation of the net amount of each respective invoice related thereto; (e) There are no facts, events or occurrences of which the Borrowers have knowledge which in any way impair the validity or enforceability thereof or which will reduce the amount payable thereunder from the face amount of the invoice and statements delivered to the Administrative Agent with respect thereto; (f) To the best of the Borrowers' knowledge, the Account Debtors thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Accounts were executed and (ii) such Account Debtors are solvent; and (g) None of the Borrowers has knowledge of any fact or circumstance which would impair the validity or collectibility of the Accounts, and to the best of the Borrowers' knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor's financial condition or the collectibility of such Account. Section 4.3 Survival of Representations and Warranties, etc. All representations and warranties made under this Agreement shall be deemed to be made, and shall be true and correct, at and as of the Agreement Date and the date of each Advance or issuance of a Letter of Credit hereunder, except to the extent previously fulfilled in accordance with the terms hereof and to the extent subsequently inapplicable. All representations and warranties made under this Agreement shall survive, and not be waived by, the execution hereof by the Lenders, the Issuing Banks and the Administrative Agent, any investigation or inquiry by any Lender or the Administrative Agent or the making of any Advance or issuance of a Letter of Credit under this Agreement. ARTICLE 5 GENERAL COVENANTS So long as any of the Obligations are outstanding and unpaid or the Borrowers shall have the right to borrow, or to have a Letter of Credit issued, hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless all of the Lenders shall otherwise consent in writing: Section 5.1 Preservation of Existence and Similar Matters. Each Borrower will, and will cause each of its Subsidiaries to, (i) except as provided in Section 7.7 hereof, preserve and maintain its existence, rights, franchises, licenses, and privileges in its jurisdiction of incorporation, including, without limitation, all Necessary Authorizations material to its business, and (ii) qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of their respective business requires such qualification or authorization. 61 Section 5.2 Compliance with Applicable Law. Each Borrower will comply, and will cause each of its Subsidiaries to comply, in all material respects with the requirements of all Applicable Laws. Section 5.3 Maintenance of Properties. Each Borrower will maintain, and will cause each of its Subsidiaries to maintain, or cause to be maintained in the ordinary course of business in good repair, working order, and condition, normal wear and tear and disposal of obsolete equipment excepted, all properties used or useful in their respective businesses (whether owned or held under lease), and from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements, additions, betterments, and improvements thereto. Section 5.4 Accounting Methods and Financial Records. Each Borrower will maintain, and will cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with GAAP, and will keep, and will cause each of its Subsidiaries to keep, adequate records and books of account in which complete entries will be made in accordance with such accounting principles consistently applied and reflecting all transactions required to be reflected by such accounting principles. Section 5.5 Insurance. Each Borrower will maintain, and will cause each of its Subsidiaries to maintain, insurance including, but not limited to, public liability, product liability, business interruption, and fidelity coverage insurance, in such amounts and against such risks as would be customary for companies in the same industry and of comparable size as such Borrower from responsible companies having and maintaining an A.M. Best rating of "A minus" or better and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent. In addition to the foregoing, each Borrower further agrees to maintain and pay for insurance upon all goods constituting Collateral wherever located, in storage or in transit in vehicles, including goods evidenced by documents, covering casualty, hazard, public liability, and such other risks and in such amounts as would be customary for companies in the same industry and of comparable size as such Borrower, from responsible companies having and maintaining an A.M. Best rating of "A minus" or better and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent to insure its interest and the interest of the Lenders in such Collateral. All such property insurance policies shall name the Administrative Agent as loss payee and all liability insurance policies shall name the Administrative Agent as additional insured. Each Borrower shall deliver the original certificates of insurance evidencing that the required insurance is in force together with satisfactory lender's loss payable and additional insured, as applicable, endorsements. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days' prior written notice to the Administrative Agent in the event of cancellation or modification of the policy for any reason whatsoever and a clause that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower or owner of the Collateral nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Borrower fails to provide and pay for such insurance, the Administrative Agent may, at the Borrowers' expense, procure the same, but shall not be required to do so. Each Borrower agrees to deliver to the Administrative Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. 62 Section 5.6 Payment of Taxes and Claims. Each Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments, and governmental charges or levies imposed upon it or upon its incomes or profits or upon any properties belonging to it prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which have become due and payable and which by law have or may become a Lien upon any of its Property, except that, no such tax, assessment, charge, levy, or claim need be paid which is being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on the appropriate books, but only so long as such tax, assessment, charge, levy, or claim does not become a Lien or charge other than a Permitted Lien, and no foreclosure, distraint, sale, or similar proceedings shall have been commenced and remain unstayed for a period thirty (30) days after such commencement. Each Borrower shall timely file and shall cause each of its Subsidiaries timely to file, all information returns required by federal, state, or local tax authorities. Section 5.7 Visits and Inspections. Each Borrower will permit, and will cause each of its Subsidiaries to permit, representatives of the Administrative Agent, the Issuing Banks and the Lenders, upon at least 24 hours notice to the Borrowers, or, upon the occurrence of a Default, without notice, to (a) visit and inspect the properties of such Borrower and each of such Borrower's Subsidiaries, (b) inspect and make extracts from and copies of its books and records, and (c) discuss with its principal officers its businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrowers. In addition to the foregoing, the Lenders and their respective officers, employees and agents shall have the right, from time to time in their sole discretion and at the sole expense of the Borrowers, to conduct field audits with respect to the Collateral. Section 5.8 Conduct of Business. Each Borrower shall continue, and shall cause each of its Subsidiaries to continue, to engage in business of the same general type as now respectively conducted by it. Section 5.9 ERISA. Each Borrower shall at all times make, or cause to be made, prompt payment of contributions required to meet the minimum funding standards set forth in ERISA with respect to its and its ERISA Affiliates' Plans; furnish to the Administrative Agent, promptly upon the Administrative Agent's request therefor, copies of any annual report required to be filed pursuant to ERISA in connection with each such Plan of it and its ERISA Affiliates; notify the Administrative Agent as soon as practicable of any Reportable Event and of any additional act or condition arising in connection with any such Plan which such Borrower believes might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer such Plan; and furnish to the Administrative Agent, promptly upon the Administrative Agent's request therefor, such additional information concerning any such Plan as may be requested by the Administrative Agent. Section 5.10 Lien Perfection. Each Borrower agrees to take any action as may be required to perfect or continue the perfection of the Administrative Agent's (on its behalf and on behalf of the Issuing Banks and the Lenders) security interest in the Collateral. Each Borrower hereby authorizes the Administrative Agent to execute and file any such financing statement on such Borrower's or such Subsidiary's behalf to the extent permitted by Applicable Law. 63 Section 5.11 Location of Collateral; Consignment of Inventory. All tangible Collateral, other than "Inventory" (as defined under the Prior Credit Agreement) in-transit and "Inventory" (as defined under the Prior Credit Agreement) sold in the ordinary course of business, has, at all times, been kept by the Borrowers at one or more of the business locations of the Borrowers set forth in Schedule 5.11. The Administrative Agent's (on behalf of itself and on behalf of the Issuing Banks and the Lenders) security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon; neither the Borrowers' nor the Administrative Agent's right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted; the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent an agreement, in form and substance reasonably acceptable to the Administrative Agent, waiving any landlord's, bailee's, warehouseman's or other Lien in respect of the Inventory for unpaid rent or storage charges; and all negotiable documents and receipts in respect of any Collateral maintained at such premises are promptly delivered to the Administrative Agent. Section 5.12 Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrowers. If any Borrower fails to promptly pay any portion thereof when due, the Lenders may, at their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys' fees, legal expenses, and court costs) which the Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of any Borrower in or coming into the hands or inuring to the benefit of the Lenders. Neither the Administrative Agent nor the Lenders shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent's or the Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrowers' sole risk. Section 5.13 Assignments and Records of Accounts. If so requested by the Administrative Agent following an Event of Default, each Borrower shall execute and deliver to the Administrative Agent formal written assignments of all of the Accounts daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto. Each Borrower shall keep accurate and complete records of the Accounts and all payments and collections thereon. 64 Section 5.14 Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence of an Event of Default to notify the Account Debtors that the Accounts have been assigned to the Administrative Agent and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including, without limitation, attorneys' fees, to the Borrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower hereby irrevocably makes, constitutes, and appoints the Administrative Agent as such Borrower's true and lawful attorney and agent-in-fact to endorse such Borrower's name on any checks, notes, drafts or other payments relating to, the Accounts which come into the Administrative Agent's possession or under the Administrative Agent's control as a result of its taking any of the foregoing actions. Additionally, the Administrative Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs, and expenses thereof, including, without limitation, attorney's fees, to the Borrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, the Lenders are authorized, in their sole discretion, to pay the amount thereof to the proper taxing authority for the account of the Borrowers and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrowers shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower by reason of the sale and delivery creating the Account. (c) After a Default or an Event of Default has occurred, any of the Administrative Agent's officers, employees or agents shall have the right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrowers, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or facsimile. Each Borrower shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process. Section 5.15 Bank Accounts. All bank accounts of the Borrowers are listed on Schedule 5.15 and such schedule designates which such accounts are deposit accounts. After the Agreement Date, none of the Borrowers shall open any other deposit account without the written consent of the Administrative Agent. Section 5.16 Further Assurances. Each Borrower will promptly cure, or cause to be cured, defects in the creation and issuance of any of the Notes and the execution and delivery of the Loan Documents (including this Agreement), resulting from any act or failure to act by any Borrower or any Subsidiary of any Borrower or any employee or officer thereof. The Borrowers, at their sole expense, will promptly execute and deliver to the Administrative Agent 65 and the Lenders, or cause to be executed and delivered to the Administrative Agent and the Lenders, all documents necessary to pledge to the Administrative Agent for its benefit and the benefit of the Issuing Banks and the Lenders, any assets of the Borrowers and their Subsidiaries hereafter acquired or which hereafter become unencumbered, and all such other and further documents, agreements, and instruments in compliance with or accomplishment of the covenants and agreements of the Borrowers in the Loan Documents, including, without limitation, this Agreement, or to correct any omissions in the Loan Documents, or more fully to state the obligations set out herein or in any of the Loan Documents, or to obtain any consents, all as may be reasonably necessary or appropriate in connection therewith or as may be reasonably requested. Section 5.17 Broker's Claims. Each Borrower hereby indemnifies and agrees to hold each of the Administrative Agent, the Issuing Banks and each of the Lenders harmless from and against any and all losses, liabilities, damages, costs, and expenses which may be suffered or incurred by the Administrative Agent, the Issuing Banks or any of the Lenders in respect of any claim, suit, action or cause of action now or hereafter asserted by a broker or any Person acting in a similar capacity arising from or in connection with the execution and delivery of this Agreement or any other Loan Document or the consummation of the transactions contemplated herein or therein. Section 5.18 Indemnity. Each Borrower will indemnify and hold harmless each of the Administrative Agent, the Issuing Banks and each of the Lenders and each of their respective employees, representatives, officers and directors from and against any and all claims, liabilities, investigations, losses, damages, actions, and demands by any party against the Administrative Agent, the Issuing Banks and the Lenders, or any of them, resulting from any breach or alleged breach by any Borrower of any representation or warranty made hereunder, or otherwise arising out of the Commitments or the making, administration or enforcement of the Loan Documents and the Loans, unless, with respect to any of the above, the Administrative Agent, the Issuing Banks and the Lenders, or any of them, are finally judicially determined to have acted or failed to act with gross negligence or willful misconduct. This Section 5.18 shall survive termination of this Agreement. Section 5.19 Environmental Matters. The conduct of each of the Borrowers' and their respective Subsidiaries' business operations will not violate any Environmental Laws in any material respect, and none of the Borrowers will use, or permit any other party to use, any Hazardous Materials at any of its places of business except such materials as are incidental to such Borrower's or such Subsidiary's normal course of business, maintenance and repairs, and then only in compliance with all applicable Environmental Laws. Each Borrower shall apply for and/or timely renew all permits required for the business operations at its places of business or otherwise. The Borrowers shall promptly notify the Administrative Agent in writing of (i) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed or threatened in writing pursuant to any applicable Environmental Law; and (ii) all claims made or threatened by any third party against any Borrower or any Subsidiary of any Borrower relating to damages, contribution, cost recover compensation, loss or injury resulting from any Hazardous Materials which, in either case, could reasonably be expected to result in liability under Environmental Laws in excess of $50,000. The Borrowers shall promptly notify the Administrative Agent of any remedial action taken by any Borrower or any 66 Subsidiary of any Borrower pursuant to Environmental Laws with respect to such Borrower's or such Subsidiary's business operations. Upon the request of the Administrative Agent, the Borrowers shall arrange to have conducted by auditors, reasonably acceptable to the Administrative Agent, environmental audits with respect to the Property of the Borrowers and shall provide to the Administrative Agent copies of such environmental audits, which shall be satisfactory to the Administrative Agent in all respects. Section 5.20 [Reserved.] Section 5.21 Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any Borrower or the acquisition of any Subsidiary of any Borrower after the Agreement Date to the extent permitted by this Agreement, such Borrower and its Subsidiaries, as appropriate, shall (a) with respect to any new domestic Subsidiary of the Borrower, provide to the Administrative Agent a Subsidiary Guaranty, Subsidiary Security Agreement, and such other security documents or supplements to existing security documents, together with appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) with respect to each new Subsidiary of any Borrower, a pledge agreement, together with original stock certificates or other instruments and appropriate transfer powers and UCC-1 financing statements, pledging such Borrower's and any Subsidiary of such Borrower's direct or beneficial ownership interest in such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent (and with respect to foreign Subsidiaries limited to 65% of the Capital Stock or other ownership interest in any foreign Subsidiary), and (c) with respect to each new Subsidiary of any Borrower, provide all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Any such document, agreement or instrument executed or issued pursuant to this Section 5.21 shall be a "Loan Document" for purposes of this Agreement. Section 5.22 E&Y Litigation. In the event that the Parent receives any proceeds in connection with the E&Y Litigation, the Parent shall immediately contribute such proceeds to Bull Run for prepayment of the Loans, and Bull Run shall use such proceeds (less any related reasonable fees and expenses in connection therewith) to make such prepayment, pursuant to Section 2.6(d)(iv) hereof. ARTICLE 6 INFORMATION COVENANTS So long as any of the Obligations are outstanding and unpaid or the Borrowers have a right to borrow, or to have Letters of Credit issued, hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless all of the Lenders shall otherwise consent in writing, the Borrowers will furnish or cause to be furnished to each Lender and to the Administrative Agent at their respective offices: Section 6.1 Monthly Financial Statements and Information. Within thirty (30) days after the last day of each fiscal month in each fiscal year of the Parent (except those months ending on the last day of each fiscal quarter), the balance sheet of the Parent as at the end of such 67 fiscal month, and the related statement of income and retained earnings for such fiscal month and for the elapsed portion of the year ended with the last day of such fiscal month, all of which shall be certified by an Authorized Signatory to be, in his or her opinion, complete and correct in all material respects and to present fairly in accordance with GAAP the financial position of the Parent, as at the end of such period and the results of operations for such period, and for the elapsed portion of the fiscal year ended with the last day of such period, subject only to normal year-end adjustments. Section 6.2 Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each fiscal quarter in each fiscal year of the Parent beginning with the fiscal quarter ending November 30, 2002, the balance sheet of the Parent as at the end of such fiscal quarter, and the related statement of income and retained earnings and related statement of cash flows for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, which financial statements shall set forth in comparative form such figures as at the end of such fiscal quarter during the previous fiscal year and for such fiscal quarter during the previous fiscal year, all of which shall be on a consolidated and consolidating basis with the Parent's Subsidiaries and shall be certified by an Authorized Signatory to be, in his or her opinion, complete and correct in all material respects and to present fairly in accordance with GAAP the financial position of the Parent, as at the end of such period and the results of operations for such period, and for the elapsed portion of the fiscal year ended with the last day of such period, subject only to normal year-end adjustments. Such financial statements for the two months ended August 31, 2002, shall be delivered no later than November 15, 2002. Section 6.3 Annual Financial Statements and Information; Certificate of No Default. Within one hundred and seven (107) days after the end of the fiscal year of the Parent ended June 30, 2002, and within ninety (90) days after the end of each fiscal year of the Parent thereafter, the audited balance sheet of the Parent as at the end of such year, all of which shall be on a consolidated basis with the Parent's Subsidiaries, and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, which financial statements shall set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an opinion of independent certified public accountants of recognized standing satisfactory to the Administrative Agent, stating that such financial statements are unqualified and prepared without deviation from GAAP, without any explanatory paragraphs, together with consolidating statements prepared by the Parent and a statement of the chief financial officers of the Parent and Bull Run certifying that no Default or Event of Default, including, without limitation, any Default under Sections 7.8, 7.9, 7.10 and 7.11 hereof, was detected during the examination of the Parent and the Borrowers. Section 6.4 Performance Certificates. At the time the financial statements are furnished pursuant to Section 6.2 with respect to each fiscal quarter end and Section 6.3 with respect to each fiscal year end, a certificate of an Authorized Signatory of the Parent, in the form of Exhibit X attached hereto: (a) Setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish whether or not the Borrowers were in compliance with the requirements of Sections 7.8, 7.9 and 7.10 hereof; and 68 (b) Stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrowers with respect to such Default or Event of Default. Section 6.5 Access to Accountants. The Parent and each of the Borrowers hereby (i) authorize the Administrative Agent to communicate with their independent public accountants through requests made through the chief financial officers of the Parent or any of the Borrowers, respectively, and (ii) authorize these accountants to disclose to the Administrative Agent any and all financial statements and other supporting financial data, including matters relating to the annual audit and copies of any arrangement letter with respect to its business, financial condition and other affairs. On or before the Agreement Date, the Parent and each of the Borrowers shall deliver to its independent public accountant a letter authorizing such accountants to comply with the provisions of this Section 6.5. Section 6.6 Additional Reports. (a) Promptly after preparation thereof, but no later than fifteen (15) days after the end of each month (and if such day is not a Business Day, on the next succeeding Business Day thereafter), the Borrowers shall deliver to the Administrative Agent and to any Lender requesting the same, a Borrowing Base Certificate as of the last day of the preceding month, which shall be in such form as shall be satisfactory to the Administrative Agent, setting forth the Eligible Accounts and a categorical breakdown of all Accounts as of such last day of such month. Notwithstanding the foregoing, during the period of any Robinson Collateral Event, the Borrowers shall not be required to deliver Borrowing Base Certificates pursuant to this Section 6.6(a); provided, however, that once such period has ended, the Borrowers shall deliver to the Administrative Agent and any Lender requesting the same a Borrowing Base Certificate within fifteen (15) days after the end of the then current month, and then, in accordance with the first sentence of this Section 6.6(a). (b) Within five (5) Business Days after the end of each month, the Borrowers shall deliver to the Administrative Agent and to any Lender requesting the same, in form acceptable to the Administrative Agent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed and all other information necessary to calculate Eligible Accounts as of such last day of the preceding month and, within fifteen (15) days of the Administrative Agent's request therefor (but no sooner than fifteen (15) days following the end of any month), copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as the Administrative Agent shall request. (c) Promptly upon receipt thereof, the Parent and the Borrowers shall deliver to the Administrative Agent and the Lenders copies of all final reports, if any, submitted 69 to the Parent or any Borrower by its independent public accountants in connection with any annual or interim audit of any of the Parent, the Borrowers or any of their respective Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 6.3 hereof. (d) Within sixty (60) days after the commencement of each of the Borrowers' fiscal years, the Borrowers shall deliver to the Administrative Agent and the Lenders the annual operating plan for the Borrowers and their Subsidiaries, which plan has been approved by the Borrowers' board of directors, including, without limitation, an annual budget for the Borrowers and their Subsidiaries, including forecasts of the income statement, the balance sheet and an operating profit and cash flow statement for the immediately succeeding year on a month by month basis. (e) To initiate the beginning of a Robinson Collateral Event, Robinson or any Borrower shall deliver to the Administrative Agent a Robinson Notice certifying that a Robinson Collateral Event has occurred and is continuing, provided, that, in order for the applicable Interest Rate Margin to be in effect on such Business Day, the Administrative Agent must receive such Robinson Notice prior to 11:00 a.m. (Eastern time) on such Business Day. During any period a Robinson Collateral Event is occurring, Robinson or any Borrower shall deliver to the Administrative Agent on the penultimate Business Day of each month during which such Robinson Collateral Event is continuing a Robinson Notice certifying that such Robinson Collateral Event is continuing. Within three (3) Business Days of such Robinson Collateral Event terminating, Robinson or any Borrower shall deliver to the Administrative Agent a Robinson Notice certifying that such Robinson Collateral Event has terminated. (f) To the extent not covered elsewhere in this Article 6, promptly after the sending thereof, the Borrowers shall deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any of the Parent, the Borrowers or any of their respective Subsidiaries sends to any holder of its Indebtedness (including the Subordinated Debt) or its securities or which any of the Parent, the Borrowers or any of their respective Subsidiaries files with the Securities and Exchange Commission or any national securities exchange. (g) From time to time and promptly upon each request, the Borrowers shall deliver to the Administrative Agent, on behalf of itself and on behalf of the Lenders, such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Parent, any of the Borrowers or any of their respective Subsidiaries as the Administrative Agent or any Lender may reasonably request. Section 6.7 Notice of Litigation and Other Matters. (a) Within fifteen (15) Business Days of the Parent's or any Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, governmental investigation or arbitration proceeding against the Parent, any of the 70 Borrowers or any of their respective Subsidiaries or any Property, which action, suit, governmental investigation or arbitration proceeding exposes, in the Borrowers' reasonable judgment, the Parent, any Borrower or any Subsidiary of any Borrower to liability in an aggregate amount in excess of $200,000, the Parent and the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof, and the Parent and the Borrowers shall provide such additional information with respect to such matters as the Administrative Agent or the Lenders may reasonably request. (b) Promptly upon, but in no event later than two (2) Business Days after, the occurrence of any default (whether or not the Parent or any Borrower has received notice thereof from any other Person) on Indebtedness of the Parent, any Borrower or any Subsidiary of any Borrower which singly, or in the aggregate exceeds $200,000, the Parent and the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof. (c) Promptly upon, but in no event later than two (2) Business Days after, the occurrence of any default on any Indebtedness of any Person owed to the Parent or any Borrower, which singly or in the aggregate exceeds $200,000, the Parent and the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof. (d) Promptly upon, but in no event later than two (2) Business Days after, any Borrower's receipt of notice or the pendency of any proceeding for the condemnation or other taking of any real property of any Borrower or any Subsidiary of any Borrower, the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof. (e) Promptly upon, but in no event later than two (2) Business Days after, any Borrower's receipt of notice of any material adverse change with respect to the business, assets, liabilities, financial position, or results of operations of the Borrowers and their Subsidiaries taken as a whole, other than changes in the ordinary course of business which have not had and are not likely to have a Materially Adverse Effect, the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof. (f) Promptly following, but in no event later than two (2) Business Days after, any material amendment or change to the budget submitted to the Administrative Agent and the Lenders pursuant to Section 6.6(d) hereof, the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof. (g) Promptly following, but in no event later than two (2) Business Days after, any (i) Default under any Loan Document, or (ii) default under any other agreement (other than those referenced in Section 6.7(b) or clause (i) of this Section 6.7(g) above) to which any Borrower or any Subsidiary of any Borrower is a party or by which any of their respective properties is bound which could reasonably be expected to have a Materially Adverse Effect, then the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof giving in each case the details thereof and specifying the action proposed to be taken with respect thereto. 71 (h) Promptly following, but in no event later than two (2) Business Days after, the occurrence of any Reportable Event or a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan of any Borrower or any of its ERISA Affiliates or the institution or threatened institution by the Pension Benefit Guaranty Corporation of proceedings under ERISA to terminate or to partially terminate any such Plan or the commencement or threatened commencement of any litigation regarding any such Plan or naming it or the trustee of any such Plan with respect to such Plan (other than claims for benefits in the ordinary course of business), the Borrowers shall notify the Administrative Agent and the Lenders of the occurrence thereof. (i) Promptly upon, but in no event later than two (2) Business Days after, the receipt by any Borrower of a notice under the AMT Subordination Agreement, the Borrowers shall deliver a copy of such notice to the Administrative Agent. Article 7 NEGATIVE COVENANTS So long as any of the Obligations are outstanding and unpaid or the Borrowers have a right to borrow, or to have Letters of Credit issued, hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless all of the Lenders shall otherwise give their prior consent in writing: Section 7.1 Indebtedness. None of the Parent or the Borrowers will create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, or permit any of their respective Subsidiaries to create, assume, incur, or otherwise become obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) the Subordinated Debt; (c) Trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money; (d) Indebtedness secured by Permitted Liens described in clause (f) of the definition of Permitted Liens set forth in Article 1 hereof and Capitalized Lease Obligations, collectively, not to exceed the aggregate principal amount of $300,000 at any time; (e) Guaranties permitted by Section 7.2; (f) Obligations under Interest Hedge Agreements with respect to notional amounts not to exceed the outstanding principal amount of the Loans; (g) Other unsecured Indebtedness incurred by any Borrower not to exceed $200,000 in the aggregate for all Borrowers outstanding from time to time; 72 (h) Indebtedness (i) of any Borrower to any other Borrower or to any Subsidiary of any Borrower which has executed a Subsidiary Security Agreement and a Subsidiary Guaranty and (ii) of any Subsidiary to any Borrower or any other Subsidiary of any Borrower which has executed a Subsidiary Security Agreement and a Subsidiary Guaranty; (i) At any time after exercise of the Call Option and payment of the Purchase Price (as defined in the Robinson Guaranty), Indebtedness in favor of Robinson resulting from the exercise of the Call Option; (j) (A) Extensions, renewals and replacements of Indebtedness permitted under paragraphs (b), (g) and (h) of this Section 7.1 that do not, in any case, (i) increase the outstanding principal amount thereof or (ii) result in an earlier maturity date or decreased weighted average life thereof, and (B) extensions, renewals and replacements of Indebtedness permitted under paragraph (i) of this Section 7.1; (k) Indebtedness evidenced by the Summit Subordinated Notes; and (l) Other subordinated Indebtedness incurred by the Borrowers on terms and conditions acceptable to the Administrative Agent in an amount not to exceed $12,500,000 less the Net Cash Proceeds of any Capital Stock issued by the Parent, or any Borrower or any of their Subsidiaries, which are not used to repay the Loans pursuant to Section 2.6(d)(i) hereof. Section 7.2 Guaranties. None of the Parent or the Borrowers will at any time guarantee or enter into or assume any Guaranty, or be obligated with respect to, or permit to be outstanding, any Guaranty, or permit any of their respective Subsidiaries at any time to guarantee or enter into or assume any Guaranty, or be obligated with respect to, or permit to be outstanding, any Guaranty, in each case other than (a) obligations under repurchase agreements of the Borrowers entered into in connection with the sale of products in the ordinary course of business of the Borrowers, (b) obligations under agreements of the Borrowers entered into in connection with the acquisition of services, supplies, and equipment in the ordinary course of business of the Borrowers, (c) endorsements of instruments in the ordinary course of business, (d) guaranties of Indebtedness of the Borrowers and their Subsidiaries to the extent permitted under Section 7.1, and (e) obligations identified on Schedule 7.2. Section 7.3 Liens. None of the Parent or the Borrowers will create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, or permit any of their respective Subsidiaries to create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, any Lien on any of its property, real or personal, now owned or hereafter acquired, except for Permitted Liens. Section 7.4 Restricted Payments and Purchases. None of the Borrowers shall directly or indirectly declare or make, or permit any of their respective Subsidiaries to directly or indirectly make, any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose; provided, however, (a) any Subsidiary of a Borrower may make Restricted Payments to such Borrower; (b) so long as no Default then exists or would be caused thereby, 73 Bull Run may make distributions to the Parent (i) for the purpose of making regularly scheduled interest payments due under the Subordinated Debt to the extent permitted by the Subordinated Note, (ii) to make payments of principal under the Subordinated Debt to the extent such payments are funded by Net Cash Proceeds received by the Borrowers in connection with the (x) the issuance of subordinated Indebtedness pursuant to Section 7.1(l) hereof and/or (y) the issuance of Capital Stock of the Parent which is not required to repay the Loans pursuant to Section 2.6(d)(i) hereof, and (iii) to pay (A) taxes and (B) other administrative expenses not to exceed $100,000 in the aggregate in any fiscal year; (c) any Borrower may make Restricted Payments to any other Borrower provided that the Administrative Agent shall have received all supplements to the Security Documents, original stock certificates and stock powers and such other documents, instruments and agreements necessary to maintain the Administrative Agent's Lien on the Collateral; (d) so long as (i) no Default or Event of Default then exists or would be caused thereby, (ii) the Borrowers shall provide to the Administrative Agent and the Lenders calculations demonstrating pro forma compliance with Section 7.10 hereof after giving effect to such purchase or payment, and (iii) the Borrowers shall prepay the Revolving Loans to the extent required pursuant to Section 2.6(d)(iii) hereof, the Borrowers may make the Summit Payment to the extent such payment is funded by the Net Cash Proceeds of Capital Stock issued by the Parent or by any other form of capital junior in payment to the Obligations issued upon terms acceptable to the Administrative Agent. Section 7.5 Investments. None of the Parent or the Borrowers will make, or permit any of their respective Subsidiaries to make, any loan or advance to, or otherwise acquire for consideration evidences of Indebtedness, Capital Stock, partnership interests or other securities of or equity interests in any third party (each, an "Investment"), except that (a) the Borrowers may purchase or otherwise acquire and own and may permit any of their respective Subsidiaries to purchase or otherwise acquire and own, (i) marketable, direct obligations of the United States of America and its agencies maturing within three hundred sixty-five (365) days of the date of purchase, (ii) commercial paper issued by corporations, each of which shall (A) have a consolidated net worth of at least $250,000,000, and (B) conduct substantially all of its business in the United States of America, which commercial paper will mature within one hundred eighty (180) days from the date of the original issue thereof and is rated "P-1" or better by Moody's Investors Service, Inc., or "A-1+" or better by Standard & Poor's Corporation, (iii) certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase and issued by a United States national or state bank having deposits totaling more than $250,000,000, and whose short-term debt is rated "P-1" or better by Moody's Investors Service, Inc. or "A-1+" or better by Standard & Poor's Corporation, and (iv) up to $100,000 per institution and up to $1,000,000 in the aggregate in (A) short-term obligations issued by any local commercial bank or trust company located in those areas where the Borrowers conduct their business, whose deposits are insured by the Federal Deposit Insurance Corporation, or (B) commercial bank-insured money market funds, or any combination of investments described in clauses (A) and (B); (b) the Borrowers may hold the Investments in existence on the Agreement Date and described on Schedule 4.1(l), provided that advances due from NCAA Football, Inc. in the ordinary course of business shall not exceed the offsetting account payable to NCAA Football, Inc. by $500,000 at any time; (c) the Borrowers may hold the Capital Stock of their respective Subsidiaries in existence on the Agreement Date and Capital Stock or other assets permitted pursuant to Section 7.7(d) hereof; (d) the Borrowers may make loans to employees of the Borrowers in an aggregate amount not to exceed $300,000 at any one time outstanding; (e) the 74 Borrowers may make payments in respect of Indebtedness permitted under Section 7.1 hereof; and (f) the Borrowers may make Investments in an amount not to exceed $300,000 in the aggregate during any fiscal year period provided that, to the extent applicable, the Administrative Agent shall have received all supplements to the Security Documents, original stock certificates and stock powers and such other documents, instruments and agreements necessary to maintain the Administrative Agent's Lien on the Collateral. Section 7.6 Affiliate Transactions. Except as set forth on Schedule 7.6, none of the Borrowers shall enter into or be a party to, or permit any of their respective Subsidiaries to enter into or be a party to, any agreement or transaction with any Affiliate except in the ordinary course of and pursuant to the reasonable requirements of such Borrower's or such Subsidiary's business and upon fair and reasonable terms that are no less favorable to such Borrower or to such Subsidiary than it would obtain in a comparable arm's length transaction with a Person not an Affiliate thereof, and on terms consistent with the business relationship of such Borrower or such Subsidiary and such Affiliate prior to the Agreement Date, if any. Section 7.7 Liquidation; Change in Ownership, Name, or Year; Disposition or Acquisition of Assets. None of the Borrowers shall, or permit any of their respective Subsidiaries to, at any time: (a) Liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up its business; (b) Sell, lease, abandon, transfer, trade or otherwise dispose of, in a single transaction or a series of related transactions, any assets (including any Capital Stock owned by such Borrower or such Subsidiary), property or business, except for the sale of Inventory in the ordinary course of business at the fair market value thereof and for cash or cash equivalents and except for physical assets used, consumed or otherwise disposed of in the ordinary course of business, except (i) the Borrowers may sell or otherwise dispose of obsolete equipment with a sale value greater than $500,000 in the aggregate for all such assets that may be sold during any year, so long as the Net Cash Proceeds from such sale are applied to the Loans to the extent required by Section 2.6(d) and any non-cash proceeds shall be pledged to the Administrative Agent pursuant to the Security Agreement or other document or agreement in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Borrowers may transfer assets amongst themselves; and (iii) each Borrower may sell or dispose of Collateral for cash proceeds only, provided, that, solely in the case of this clause (iii), (w) no Default exists, or would exist, after giving effect to such sale or disposition, (x) such Borrower has provided the Administrative Agent with a detailed proposal (a "Collateral Disposition Proposal") for such sale or disposition in a form satisfactory to the Administrative Agent, in its sole discretion, including, without limitation, (1) identification of the Collateral to be sold or disposed of, (2) the amount for 75 which such Borrower is selling or disposing such Collateral, such amount not to be less than the fair market value of such Collateral, and the projected Net Cash Proceeds therefrom, and (3) the purchaser of such Collateral, (y) the Net Cash Proceeds of such Collateral sale or disposition are applied in accordance with Section 2.6(d)(ii) hereof, and (z) such Borrower has obtained the consent of (1) the Administrative Agent with respect to any Collateral Disposition Proposal projected to generate Net Cash Proceeds not to exceed $6,000,000 and any Collateral Disposition Proposal projected to generate Net Cash Proceeds in an aggregate amount, which when taken together with the Net Cash Proceeds of all previous sales or dispositions since the Agreement Date pursuant to this clause (iii), not to exceed $18,000,000, and (2) the Administrative Agent and the Lenders with respect to any Collateral Disposition Proposal projected to generate Net Cash Proceeds exceeding $6,000,000 and any Collateral Disposition Proposal projected to generate Net Cash Proceeds in an aggregate amount, which when taken together with the Net Cash Proceeds of all previous sales or dispositions since the Agreement Date pursuant to this clause (iii), exceeding $18,000,000, in each case, such consent not to be unreasonably withheld. The Administrative Agent shall respond to each Collateral Disposition Proposal to the relevant Borrower not later than five (5) Business Days after receipt thereof by the Administrative Agent. (c) Become a partner or joint venturer with any third party, or form any Subsidiary requiring cash investments of greater than $1,000,000 in the aggregate; (d) Acquire (i) all or any substantial part of the assets, property or business of, or (ii) any assets that constitute a division or operating unit of the business of, any other Person; (e) Merge or consolidate with any other Person other than another Borrower; (f) Change its corporate, partnership or limited liability company name or change its jurisdiction of incorporation without giving the Administrative Agent thirty (30) days' prior written notice of its intention to do so and complying with all requirements of the Lenders in regard thereto; (g) Change its year-end for accounting purposes from the fiscal year ending August 31; (h) Enter into any new business or make any material change in any of such Borrower's business objectives, purposes and operations; or (i) Transfer its principal place of business or chief executive office, or maintain warehouses or records with respect to Accounts or Inventory, to or at any locations other than those at which the same are presently kept or maintained, as set forth on Schedule 4.1(w) hereto, without giving the Administrative Agent thirty (30) days' prior written notice of its intention to do so and complying with all requirements of the Lenders in regard thereto. 76 Section 7.8 Capital Expenditures. The Borrowers and their Subsidiaries shall not make or incur in the aggregate any Capital Expenditures, during the term of this Agreement, in excess of $600,000. Section 7.9 Minimum Adjusted EBITDA. The Borrowers shall not permit Adjusted EBITDA for each period set forth below to be less than the amount set forth opposite such period:

Period Minimum Adjusted EBITDA -------------------------------------- ----------------------- Three months ending November 30, 2002 $ 200,000 Six months ending February 28, 2003 $ 4,600,000 Nine months ending May 31, 2003 $ 5,900,000

Section 7.10 Minimum Net Worth. The Borrowers shall not permit the Net Worth of the Parent, on a consolidated basis with its Subsidiaries, for each period set forth below to be less than the amount set forth opposite as of such period:

Period Minimum Net Worth -------------------------------------- ----------------------- For the two (2) months ended August 31, 2002 and for fiscal $2,500,000 quarter ending November 30, 2002 From fiscal quarter ending February 28, 2003 and for each $4,000,000 fiscal quarter thereafter until the Maturity Date

Section 7.11 Sales and Leasebacks. None of the Borrowers will enter into, or permit any of their respective Subsidiaries to enter into, any arrangement, directly or indirectly, with any third party whereby such Borrower or such Subsidiary shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and whereby such Borrower or such Subsidiary shall then or thereafter rent or lease as lessee such property or any part thereof or other property which such Borrower or such Subsidiary intends to use for substantially the same purpose or purposes as the property sold or transferred. Section 7.12 Amendment and Waiver. None of the Parent or any Borrower, without the prior written consent of all of the Lenders, shall enter into any amendment of, or agree to or accept any waiver of (a) its certificate of incorporation and by-laws, if such amendment or waiver would adversely affect the rights of the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders, or any of them, (b) the Subordinated Note, (c) the AMT Note and the AMT Subordination Agreement, (d) the Summit Subordinated Notes (except amendments and waivers to the Summit Subordinated Notes in connection with the Summit Payment, on terms and conditions satisfactory to the Lenders) and (e) any documents or instruments evidencing any subordinated Indebtedness issued pursuant to Section 7.1(l) hereof. Section 7.13 ERISA Liability. None of the Borrowers nor any of their respective Subsidiaries shall fail to meet all of the applicable minimum funding requirements of ERISA and the Code, without regard to any waivers thereof, and, to the extent that the assets of any of their 77 respective Plans would be less than an amount sufficient to provide all accrued benefits payable under such Plans, shall make the maximum deductible contributions allowable under the Code. None of the Borrowers nor any of their respective Subsidiaries shall (a) become a participant in any Multiemployer Plan after the Agreement Date, or (b) withdraw from any Multiemployer Plan if such withdrawal would result in material liability to any Borrower or any Subsidiary of a Borrower. Section 7.14 Prepayments. Except as provided in Section 7.4 hereof, none of the Borrowers shall prepay, redeem, defease or purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in respect of interest on, any Funded Debt, except the Borrowers may (i) make regularly scheduled payments of principal or interest required in accordance with the terms of the instruments governing any Funded Debt permitted hereunder, and (ii) make payments with respect to the Obligations; provided, however, that, except as provided under Section 7.4 hereof, (a) the Borrowers shall not make any payments or distributions to the Parent to be used, directly or indirectly, to make payments or prepayments with respect to principal on the Subordinated Note, or (b) make any direct or indirect payments or prepayments to any Person with respect to principal on the Indebtedness evidenced by the Summit Subordinated Notes. Section 7.15 Negative Pledge. None of the Parent or the Borrowers shall, directly or indirectly, or permit any of their respective Subsidiaries to, enter into any agreement (other than the Loan Documents) with any Person that prohibits or restricts or limits the ability of the Parent, any Borrower or any Subsidiary of any Borrower to create, incur, pledge, or suffer to exist any Lien upon any of its respective assets except with respect to purchase money liens, Capitalized Lease Obligations and operating leases but only as to the assets so purchased or leased, or restricts the ability of any Subsidiary to pay Dividends to any Borrower. Section 7.16 Holding Company Status. The Parent shall not conduct, transact or otherwise engage in any business or operations other than those incidental to the ownership of the Capital Stock of Bull Run. Article 8 DEFAULT Section 8.1 Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule, or regulation of any governmental or non-governmental body: (a) Any representation or warranty made under this Agreement shall prove incorrect or misleading in any material respect when made or deemed to have been made pursuant to Section 4.4 hereof; (b) Any payment of any principal under any Note or any reimbursement obligations with respect to any Letter of Credit payable hereunder shall not be received by the Administrative Agent on the date such payment is due, or any payment of any interest under any Note, or any fees payable hereunder or under the other Loan 78 Documents, shall not be received by the Administrative Agent within two (2) Business Days of the date such payment is due; (c) The Parent, any Borrower or Robinson shall default in the performance or observance of any agreement or covenant contained in Section 5.1, 5.5, 5.7, 5.19 or 5.22, or in Article 6 or Article 7 hereof, in the Robinson Guaranty or in any Security Document; (d) The Parent or any Borrower shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 8.1, and such default, if curable, shall not be cured to all of the Lenders' satisfaction within a period of thirty (30) days from the earlier of (i) the date the Parent or any Borrower knew or should have known of such default or (ii) written notice thereof having been given to the Borrowers; (e) There shall occur any default in the performance or observance of any agreement or covenant or breach of any representation or warranty contained in any of the other Loan Documents (other than this Agreement or the Security Documents or as otherwise provided in this Section 8.1) which shall not be cured to all of the Lenders' satisfaction within the applicable cure period, if any, provided for in such Loan Document, or, if there is no applicable cure period set forth in such Loan Document, within a period of fifteen (15) days from the date of such default; (f) There shall occur any Change in Control; (g) There shall be entered a decree or order for relief in respect of the Parent, any Borrower, or any of their respective Subsidiaries, under the Bankruptcy Code, or any other applicable federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of any of the Parent, any Borrower, or any of their respective Subsidiaries, or of any substantial part of their respective properties, or ordering the winding-up or liquidation of the affairs of any of the Parent, any Borrower, or any of their respective Subsidiaries, or an involuntary petition shall be filed against any of the Parent, any Borrower, or any of their respective Subsidiaries, and a temporary stay entered, and (i) such petition and stay shall not be diligently contested, or (ii) any such petition and stay shall continue undismissed for a period of thirty (30) consecutive days; (h) Any of the Parent, any Borrower or any of their respective Subsidiaries shall file a petition, answer, or consent seeking relief under the Bankruptcy Code, or any other applicable federal or state bankruptcy law or other similar law, or any of the Parent, any Borrower, or any of their respective Subsidiaries, shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Parent, any of the Borrowers, or any of their respective Subsidiaries, or of any substantial part of their respective properties, or any of the Parent, any Borrower, or any of their 79 respective Subsidiaries, shall fail generally to pay their respective debts as they become due, or any of the Parent, any Borrower, or any of their respective Subsidiaries, shall take any action in furtherance of any such action; (i) A final judgment (other than a money judgment fully covered by insurance as to which the insurance company has acknowledged coverage within thirty (30) days after notice thereof) shall be entered by any court against any of the Borrowers or any of their respective Subsidiaries for the payment of money which exceeds $200,000, or a warrant of attachment or execution or similar process shall be issued or levied against property of any of the Borrowers or any of their respective Subsidiaries pursuant to a final judgment which, together with all other such property of any of the Borrowers, or any of their respective Subsidiaries, subject to other such process, exceeds in value $200,000 in the aggregate, and if, within forty-five (45) days after the entry, issue, or levy thereof, such judgment, warrant, or process shall not have been paid or discharged or stayed pending appeal, or if, after the expiration of any such stay, such judgment, warrant, or process shall not have been paid or discharged; (j) There shall be at any time any "accumulated funding deficiency," as defined in ERISA or in Section 412 of the Code, with respect to any Plan maintained by any of the Borrowers and their respective ERISA Affiliates, or to which any of the Borrowers or any of their respective ERISA Affiliates has any liabilities, or any trust created thereunder; or a trustee shall be appointed by a United States District Court to administer any such Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any such Plan; or any of the Borrowers and their respective ERISA Affiliates shall incur any liability to the Pension Benefit Guaranty Corporation in connection with the termination of any such Plan; or any Plan or trust created under any Plan of any Borrower and its ERISA Affiliates shall engage in a non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject any such Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any such Plan or trust to any material tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code or any of the Borrowers or any of their respective ERISA Affiliates shall enter into or become obligated after the Agreement Date to contribute to a Multiemployer Plan; (k) There shall occur (x) any default (after the expiration of any applicable cure period) under any indenture, agreement, or instrument evidencing Indebtedness of nay of the Borrowers or any of their respective Subsidiaries in an aggregate principal amount exceeding $200,000 or (y) a cancellation of or default (after the expiration of any applicable cure period) under the CBS Contract; or (l) All or any portion of any Security Document shall at any time and for any reason be declared to be null and void, or a proceeding shall be commenced by any of the Borrowers or any of their respective Affiliates, or by any governmental authority having jurisdiction over any of the Borrowers or any of their respective Affiliates, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any of the Borrowers or any of their respective 80 Affiliates shall deny that it has any liability or obligation for the payment of principal or interest purported to be created under any Loan Document. Section 8.2 Remedies. If an Event of Default shall have occurred and shall be continuing, in addition to the rights and remedies set forth elsewhere in this Agreement and the Loan Documents: (a) With the exception of an Event of Default specified in Section 8.1(g) or (h), the Administrative Agent, at the direction of all of the Lenders, shall (i) terminate the Commitments and the Letter of Credit Commitment, or (ii) declare the principal of and interest on the Loans and the Notes and all other Obligations to be forthwith due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything in this Agreement or in the Notes to the contrary notwithstanding, or both. (b) Upon the occurrence and continuance of an Event of Default specified in Sections 8.1(g) or (h), such principal, interest, and other Obligations shall thereupon and concurrently therewith become due and payable, and the Commitments and the Letter of Credit Commitment shall forthwith terminate, all without any action by the Administrative Agent or the Lenders or the holders of the Notes and without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the Notes to the contrary notwithstanding. (c) The Administrative Agent, with the concurrence of all of the Lenders, shall exercise all of the post-default rights granted to it and to them under the Loan Documents or under Applicable Law. The Administrative Agent, for the benefit of itself, the Issuing Banks and the Lenders, shall have the right to the appointment of a receiver for the Property of the Borrowers, and each of the Borrowers hereby consents to such rights and such appointment and hereby waives any objection such Borrower may have thereto or the right to have a bond or other security posted by the Administrative Agent or the Lenders in connection therewith. (d) Application of Payments After Acceleration. (i) Application of Payments After Acceleration and Prior to Exercise of the Call Option. Subsequent to the acceleration of the Obligations under this Section 8.2 and prior to exercise of the Call Option, payments and prepayments with respect to the Obligations made to the Administrative Agent, the Issuing Banks or the Lenders, or otherwise received by the Administrative Agent, any Issuing Bank or any Lender (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): FIRST, to the costs and expenses (including, without limitation, attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Issuing Bank or any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to any fees then due and payable to the Administrative Agent under this Agreement 81 or any other Loan Document; THIRD, to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable on the Loans, on a pro rata basis; FIFTH, to the payment of the principal of the Term Loans then outstanding, on a pro rata basis; SIXTH, to the payment of principal of the Revolving Loans then outstanding; SEVENTH, to the payment of any obligation under any Interest Hedge Agreement between any Borrower, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent) or one or more Lenders (or an affiliate of a Lender), on the other hand, on a pro rata basis; EIGHTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; NINTH, to any other Obligations not otherwise referred to in this Section 8.2(d); TENTH, to damages incurred by the Administrative Agent, any Issuing Bank or any Lender by reason of any breach hereof or of any other Loan Document; and ELEVENTH, upon satisfaction in full of all Obligations to the Borrowers or as otherwise required by law. (ii) Application of Payments After Acceleration and After Exercise of the Call Option. Subsequent to the acceleration of the Obligations under this Section 8.2 and after the exercise of the Call Option and payment of the Purchase Price (as defined in the Robinson Guaranty), payments and prepayments with respect to the Obligations made to the Administrative Agent, the Issuing Banks or the Lenders, or otherwise received by the Administrative Agent, any Issuing Bank or any Lender shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): FIRST, to the costs and expenses (including, without limitation, attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Issuing Bank or any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to any fees then due and payable to the Administrative Agent under this Agreement or any other Loan Document; THIRD, to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable on the Revolving Loans; FIFTH, to the payment of principal of the Revolving Loans then outstanding; SIXTH, to the payment of any obligation under any Interest Hedge Agreement between any Borrower, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent) or one or more Lenders (or an affiliate of a Lender), on the other hand, on a pro rata basis; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTH, to any other Obligations not otherwise referred to in this Section 8.2(d); NINTH, to damages incurred by the Administrative Agent, any Issuing Bank or any Lender by reason of any breach hereof or of any other Loan Document; and TENTH, upon satisfaction in full of all Obligations to the Borrowers or as otherwise required by law. (e) In regard to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of any acceleration of the Obligations pursuant 82 to the provisions of this Section 8.2, the Borrowers shall promptly upon demand by the Administrative Agent deposit in a Letter of Credit Reserve Account opened by the Administrative Agent for the benefit of the Issuing Banks an amount equal to one hundred and two percent (102%) of the aggregate then undrawn and unexpired amount of such Letter of Credit Obligations. Amounts held in such Letter of Credit Reserve Account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the Notes in the manner set forth in Section 2.11 hereof. Pending the application of such deposit to the payment of the Reimbursement Obligations, the Administrative Agent shall, to the extent reasonably practicable, invest such deposit in an interest bearing open account or similar available savings deposit account and all interest accrued thereon shall be held with such deposit as additional security for the Reimbursement Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied, and all other Obligations shall have been paid in full, the balance, if any, in such Letter of Credit Reserve Account shall be returned to the Borrower. Except as expressly provided hereinabove, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. (f) The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder shall be cumulative, and not exclusive. ARTICLE 9 THE ADMINISTRATIVE AGENT Section 9.1 Appointment and Authorization. Each Lender hereby irrevocably appoints and authorizes, and hereby agrees that it will require any transferee of any of its interest in its Loans and in its Notes irrevocably to appoint and authorize, the Administrative Agent to take such actions as its agent on its behalf and to exercise such powers hereunder as are delegated by the terms hereof, together with such powers as are reasonably incidental thereto. Other than with respect to the Lenders' right to receive payments received by the Administrative Agent on behalf of the Lenders in accordance with this Agreement, neither the Administrative Agent nor any of its directors, officers, employees, or agents shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. Section 9.2 Interest Holders. The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent under this Section 9.2, as the holder of all of the interests of such Lender in its Loans and in its Notes until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent. 83 Section 9.3 Consultation with Counsel. The Administrative Agent may consult with legal counsel selected by it and shall not be liable to any Lender or any Issuing Bank for any action taken or suffered by it in good faith in reliance on the advice of such counsel. Section 9.4 Documents. The Administrative Agent shall not be under any duty to examine, inquire into, or pass upon the validity, effectiveness, or genuineness of this Agreement, any Note, or any instrument, document, or communication furnished pursuant hereto or in connection herewith, and the Administrative Agent shall be entitled to assume that they are valid, effective, and genuine, have been signed or sent by the proper parties, and are what they purport to be. Section 9.4 Documents. The Administrative Agent shall not be under any duty to examine, inquire into, or pass upon the validity, effectiveness, or genuineness of this Agreement, any Note, or any instrument, document, or communication furnished pursuant hereto or in connection herewith, and the Administrative Agent shall be entitled to assume that they are valid, effective, and genuine, have been signed or sent by the proper parties, and are what they purport. Section 9.5 Administrative Agent and Affiliates. With respect to the Commitments and Loans, the Administrative Agent shall have the same rights and powers hereunder as any other Lender, and the Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrowers or any Affiliates of, or Persons doing business with, any Borrower, as if it were not the Administrative Agent or affiliated with the Administrative Agent and without any obligation to account therefor. The Lenders and the Issuing Banks acknowledge that the Administrative Agent and its affiliates have other lending and investment relationships with the Borrowers and their Affiliates and in the future may enter into additional such relationships. Section 9.6 Responsibility of the Administrative Agent. The duties and obligations of the Administrative Agent under this Agreement are only those expressly set forth in this Agreement. The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge, or has been notified by the Borrowers, of such fact, or has been notified by a Lender that such Lender considers that a Default or an Event of Default has occurred and is continuing, and such Lender shall specify in detail the nature thereof in writing. The Administrative Agent shall provide each Lender with copies of such documents received from the Borrowers. Section 9.7 Action by Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by all of the Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action, provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the approval of all of the Lenders. The Administrative Agent shall incur no liability under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances. (b) The Administrative Agent shall not be liable to the Lenders or to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of all of the Lenders, and any action taken or failure to act pursuant to such 84 instructions shall be binding on all Lenders, unless this Agreement specifically requires the consent of all Lenders to such action or inaction. (c) The Administrative Agent, without the concurrence of all of the Lenders and except as provided for herein, shall not (i) consent to the receipt of any payment in respect of the Subordinated Debt by the Parent otherwise prohibited hereunder, or (ii) consent to the amendment of the Subordinated Note, or any other agreement, instrument or document relating thereto, or the granting of collateral to secure the Subordinated Debt. Section 9.8 Notice of Default or Event of Default. In the event that the Administrative Agent or any Lender shall acquire actual knowledge, or shall have been notified in writing, of any Default or Event of Default, the Administrative Agent or such Lender shall promptly notify the Lenders and the Administrative Agent, and the Administrative Agent shall take such action and assert such rights under this Agreement as all of the Lenders shall request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request, unless such action requires the consent of all Lenders. If the Lenders shall fail to request the Administrative Agent to take action or to assert rights under this Agreement in respect of any Default or Event of Default within ten (10) days after their receipt of the notice of any Default or Event of Default from the Administrative Agent, or shall request inconsistent action with respect to such Default or Event of Default, the Administrative Agent may, but shall not be required to, take such action and assert such rights (other than rights under Article 8 hereof) as it deems in its discretion to be advisable for the protection of the Lenders, except that, if all of the Lenders have instructed the Administrative Agent not to take such action or assert such right, in no event shall the Administrative Agent act contrary to such instructions. Section 9.9 Responsibility Disclaimed. The Administrative Agent shall not be under any liability or responsibility whatsoever as Administrative Agent: (a) To any Borrower or any other Person or entity as a consequence of any failure or delay in performance by or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; (b) To any Lender or Lenders, as a consequence of any failure or delay in performance by, or any breach by, any Borrower or any other obligor of any of its obligations under this Agreement or the Notes or any other Loan Document; or (c) To any Lender or Lenders for any statements, representations, or warranties in this Agreement, or any other document contemplated by this Agreement or any information provided pursuant to this Agreement, any other Loan Document, or any other document contemplated by this Agreement, or for the validity, effectiveness, enforceability, or sufficiency of this Agreement, the Notes, any other Loan Document, or any other document contemplated by this Agreement. Section 9.10 Indemnification. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers) pro rata in accordance with their Aggregate Commitment Ratios from and against any and all liabilities, obligations, losses, 85 damages, penalties, actions, judgments, suits, investigations, costs, expenses (including fees and expenses of experts, agents, consultants, and counsel), or disbursements of any kind or nature (whether or not the Administrative Agent is a party to any such action, suit or investigation) whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document, or any other document contemplated by this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document, or any other document contemplated by this Agreement, except that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent as determined by a final non-appealable order of a court of competent jurisdiction. The provisions of this Section 9.10 shall survive the termination of this Agreement. Section 9.11 Credit Decision. Each Lender represents and warrants to each other and to the Administrative Agent that: (a) In making its decision to enter into this Agreement and to make its Advances it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of the Borrowers and that it has made an independent credit judgment, and that it has not relied upon information provided by the Administrative Agent; and (b) So long as any portion of the Loans remains outstanding, it will continue to make its own independent evaluation of the financial condition and affairs of the Borrowers. Section 9.12 Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers. Upon any such resignation, all of the Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by all of the Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties, and obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. Section 9.13 Administrative Agent May File Proofs of Claim. The Administrative Agent may file such proofs of claim and other papers or documents as may be necessary or 86 advisable in order to have the claims of the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, its agents, financial advisors and counsel), the Lenders and the Issuing Banks allowed in any judicial proceedings relative to any Borrower or any Subsidiary of a Borrower, or any of their respective creditors or property, and shall be entitled and empowered to collect, receive and distribute any monies, securities or other property payable or deliverable on any such claims and any custodian in any such judicial proceedings is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due to the Administrative Agent for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, its agents, financial advisors and counsel, and any other amounts due the Administrative Agent under Section 10.2 hereof. Nothing contained in the Loan Agreement or the Loan Documents shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Notes, the Letters of Credit or the rights of any holder thereof, or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding. Section 9.14 Collateral. The Administrative Agent is hereby authorized to hold all Collateral pledged pursuant to any Loan Document and to act on behalf of the Lenders and the Issuing Banks, in its own capacity and through other agents appointed by it, under the Security Documents; provided, that the Administrative Agent shall not agree to the release of any Collateral except in accordance with the terms hereof. Section 9.15 Release of Collateral. (a) Each Lender and each Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Administrative Agent to release or to subordinate any Lien held by the Administrative Agent for the benefit of the Lenders and the Issuing Banks: (i) against all of the Collateral, upon final and indefeasible payment in full of the Obligations and termination of this Agreement; or (ii) against any part of the Collateral sold or disposed of by any Borrower if such sale or disposition is permitted by Section 7.7 hereof or is otherwise consented to by all of the Lenders for such release as set forth in Section 10.12 hereof, as certified to the Administrative Agent by the Borrowers in a certificate of an Authorized Signatory; or (iii) after exercise of the Call Option and payment of the Purchase Price (as defined in the Robinson Guaranty), against the Call Option Collateral (as defined in the Robinson Guaranty) in accordance with the terms and conditions of the Robinson Guaranty; (b) Each Lender and each Issuing Bank hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and 87 do such other things as are necessary to release Liens to be released pursuant to this Section 9.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders and the Issuing Banks will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 9.15. Section 9.16 Security Documents. The Administrative Agent is hereby authorized to enter into each of the Security Documents on behalf itself and on behalf of the Issuing Banks and the Lenders. Section 9.17 Sole Lead Arranger and Book Manager. Wachovia Securities, Inc., in its capacity as the Sole Lead Arranger and Book Manager under this Agreement, shall be subject to no duties or obligations under this Agreement or under any other Loan Document in its capacity as Sole Lead Arranger and Book Manager. ARTICLE 10 MISCELLANEOUS Section 10.1 Notices. (a) All notices and other communications under this Agreement shall be in writing and shall be deemed to have been given five (5) days after deposit in the mail, designated as certified mail, return receipt requested, post-prepaid, or one (1) day after being entrusted to a reputable commercial overnight delivery service, or when delivered by telecopy addressed to the party to which such notice is directed at its address determined as provided in this Section 10.1. All notices and other communications under this Agreement shall be given to the parties hereto at the following addresses: (i) If to any Borrower the Parent or Robinson, to it at: 4370 Peachtree Road, N.E. Atlanta, Georgia 30319-3099 Attn: Robert S. Prather, Jr., President and CEO Telecopy No.: (404) 261-9607 with copies to: Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 Attn: Rick Blumen Telecopy No.: (404) 881-4777 88 and 4216 Stuart Andrew Blvd. Charlotte, North Carolina 28217 Attn: Frederick J. Erickson, Vice President-Finance Telecopy No.: (704) 525-1301 and J. Mack Robinson c/o Delta Life Insurance Company 4370 Peachtree Road, N.E. Atlanta, Georgia 30319-3099 Telecopy No.: (404) 231-2123 (ii) If to the Administrative Agent, to it at: Wachovia Bank, National Association One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288-0737 Attn: Bruce Loftin, Managing Director Telecopy No.: (704) 374-4796 and Wachovia Securities, Inc. Syndication Agency Services 201 South College Street, 8th Floor Charlotte, North Carolina 28288-0288 Attn: Francis Sio Telecopy No.: (704) 383-0288 with a copy to: Womble Carlyle Sandridge & Rice One Wachovia Center Suite 3300 301 South College Street Charlotte, NC 28202-6025 Attn: Patricia Snyder, Esq. Telecopy No.: (704) 338-7815 (iii) If to the Lenders or the Issuing Banks, to them at the addresses set forth on Schedule 1 hereto. 89 Copies shall be provided to persons other than parties hereto only in the case of notices under Article 8 hereof. (b) Any party hereto may change the address to which notices shall be directed under this Section 10.1 by giving ten (10) days' written notice of such change to the other parties. Section 10.2 Expenses. The Borrowers, jointly and severally, agree to pay promptly: (a) All reasonable out-of-pocket expenses of the Lenders in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents, the transactions contemplated hereunder and thereunder, and the making of the initial Advance hereunder, including, but not limited to, the fees and disbursements of counsel for the Lenders; (b) All reasonable out-of-pocket expenses of the Lenders in connection with the administration of the transactions contemplated in this Agreement or the other Loan Documents, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by the Lenders relating to this Agreement or the other Loan Documents, including, but not limited to, all reasonable out-of-pocket expenses of the Lenders in connection with field audits and the fees and disbursements of counsel for the Lenders; (c) All reasonable out-of-pocket costs and expenses of the Administrative Agent, the Issuing Banks and any Lender in connection with any restructuring, refinancing, or "work out" of the transactions contemplated by this Agreement, and of obtaining performance under this Agreement or the other Loan Documents, and all out-of-pocket costs and expenses of collection if default is made in the payment of the Notes, which in each case shall include fees and out-of-pocket expenses of counsel for the Administrative Agent and any Lender, and the fees and out-of-pocket expenses of any experts, agents, or consultants of the Administrative Agent; and (d) All taxes (other than taxes imposed on the income of the Administrative Agent and the Lenders), assessments, general or special, and other charges levied on, or assessed, placed or made against any of the Collateral, the Notes or the Obligations. Section 10.3 Waivers. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Administrative Agent, the Issuing Banks, or the Lenders in exercising any right shall operate as a waiver of such right. The Administrative Agent and the Lenders expressly reserve the right to require strict compliance with the terms of this Agreement in connection with any funding of a request for an Advance. In the event the Lenders decide to fund a request for an Advance at a time when the Borrowers are not in strict compliance with the terms of this Agreement, such decision by the Lenders shall not be deemed to constitute an undertaking by the Lenders to fund any further requests for Advances or preclude the Lenders from exercising any rights available to the Lenders under the Loan Documents or at law or equity. Any waiver or indulgence granted 90 by the Lenders shall not constitute a modification of this Agreement, except to the extent expressly provided in such waiver or indulgence, or constitute a course of dealing by the Lenders at variance with the terms of the Agreement such as to require further notice by the Lenders of the Lenders' intent to require strict adherence to the terms of the Agreement in the future. Any such actions shall not in any way affect the ability of the Lenders, in their discretion, to exercise any rights available to them under this Agreement or under any other agreement, whether or not the Lenders are party, relating to any Borrower. Each of the Borrowers hereby waives any right that it may have to require the Administrative Agent, and agrees that the Administrative Agent shall not have any obligation, to marshal the property, instruments, documents, agreements or guaranties of any other Borrower before enforcing its rights against the Collateral or its rights under this Agreement or any other Loan Document as against such Borrower. Section 10.4 Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, upon the occurrence of an Event of Default and during the continuation thereof, the Lenders and any subsequent holder or holders of the Notes are hereby authorized by each Borrower at any time or from time to time, without notice to any Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by the Administrative Agent or any of its Affiliates in any escrow account) and any other Indebtedness at any time held or owing by the Lenders or such holder to or for the credit or the account of the Borrowers, against and on account of the obligations and liabilities of the Borrowers, to the Lenders or such holder under this Agreement, the Notes, and any other Loan Document, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Notes, or any other Loan Document, irrespective of whether or not (a) the Lenders or the holder of the Notes shall have made any demand hereunder or (b) the Lenders shall have declared the principal of and interest on the Loans and Notes and other amounts due hereunder to be due and payable as permitted by Section 8.2 and although said obligations and liabilities, or any of them, shall be contingent or unmatured. Any sums obtained by any Lender or by any subsequent holder of the Notes shall be subject to the application of payments provisions of Article 2 hereof. Upon direction by the Administrative Agent, with the consent of all of the Lenders, each Lender holding deposits of any Borrower shall exercise its set-off rights as so directed. Section 10.5 Assignment. (a) None of the Borrowers may assign or transfer any of its rights or obligations hereunder, under the Notes or under any other Loan Document without the prior written consent of each Lender. (b) Each of the Lenders may at any time enter into assignment agreements or participations with one or more other banks or other Persons pursuant to which each Lender may assign or participate its interest under this Agreement and the other Loan Documents, including, its interest in any particular Advance or portion thereof, provided, that (1) all assignments (other than assignments described in clause (2) herein and in Section 10.12(b) hereof) shall be in minimum principal amounts of $5,000,000 or in an 91 amount equal to the entire applicable Commitment or Letter of Credit Commitment of such Lender, (2) each Lender may sell assignments or participations of up to one hundred percent (100%) of its interest hereunder to (A) one or more Affiliates of such Lender, or (B) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank (no assignment under this clause (B) shall relieve such Lender from its obligations hereunder), and (3) all assignments (other than assignments described in clause (2) herein and in Section 10.12(b) hereof) and participations hereunder shall be subject to the following additional terms and conditions: (i) No assignment (except assignments permitted in Section 10.5(b)(2) hereof) shall be sold without the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed; (ii) Any Person purchasing a participation or an assignment of the Loans from any Lender shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 4.1(n) hereof); (iii) The Borrowers, the Lenders, and the Administrative Agent agree that assignments permitted hereunder (including the assignment of any Advance or portion thereof) may be made with all voting rights, and, except with respect to the Call Option, shall be made pursuant to an Assignment and Assumption Agreement. An administrative fee of $3,500 shall be payable to the Administrative Agent by the assigning Lender or the assignee Lender at the time of any assignment hereunder (other than in connection with the Call Option); provided, however, no fee shall be due with respect to any assignment by a Lender to an Affiliate of such Lender; (iv) No participation agreement shall confer any rights under this Agreement or any other Loan Document to any purchaser thereof, or relieve any issuing Lender from any of its obligations under this Agreement, and all actions hereunder shall be conducted as if no such participation had been granted; provided, however, that any participation agreement may confer on the participant the right to approve or disapprove decreases in the rate of interest or fees to the Lenders, increases in the advance rates set forth in the definition of "Borrowing Base" herein, increases in the principal amount of such participant's pro rata share of the Revolving Loan Commitment and extensions of any Maturity Date for, or the date for any scheduled payment of principal, interest or fees on, the Loans; (v) Each Lender agrees to provide the Administrative Agent and the Borrowers with prompt written notice of any issuance of participation or assignments of its interests hereunder; (vi) No assignment, participation or other transfer of any rights hereunder or under the Notes shall be effected that would result in any interest 92 requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law; (vii) No such assignment may be made to any bank or other financial institution (x) with respect to which a receiver or conservator (including, without limitation, the Federal Deposit Insurance Corporation, the Resolution Trust Company or the Office of Thrift Supervision) has been appointed or (y) that is not "adequately capitalized" (as such term is defined in Section 131(b)(1)(B) of the Federal Deposit Insurance Corporation Improvement Act as in effect on the Agreement Date); (viii) Except with respect to the Call Option, each assignment or participation hereunder shall be made by the assigning Lender pro rata with respect to such assigning Lender's Revolving Loan Commitment and Tranche A Loan and Tranche B Loan; and (ix) If applicable, each Lender shall, and shall cause each of its assignees to provide to the Administrative Agent on or prior to the Agreement Date or effective date of any assignment, as the case may be, an appropriate Internal Revenue Service form as required by Applicable Law supporting such Lender's position that no withholding by any Borrower or the Administrative Agent for U.S. income tax payable by such Lender in respect of amounts received by it hereunder is required. For purposes of this Agreement, an appropriate Internal Revenue Service form shall mean Form 1001 (Ownership Exemption or Reduced Rate Certificate of the U.S. Department of Treasury), or Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States), or any successor or related forms adopted by the relevant United States taxing authorities. (c) Except as specifically set forth in Section 10.5(b) hereof, nothing in this Agreement or the Notes, expressed or implied, is intended to or shall confer on any Person other than the respective parties hereto and thereto and their successors and assignees permitted hereunder and thereunder any benefit or any legal or equitable right, remedy or other claim under this Agreement or the Notes. (d) Anything in this Agreement to the contrary notwithstanding, in the case of any participation, all amounts payable by the Borrowers under the Loan Documents shall be calculated and made in the manner and to the parties hereto as if no such participation had been sold. Section 10.6 Counterparts; Facsimile Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement or any other Loan Document by facsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement or such Loan Document, as applicable. Any party delivering an executed counterpart of this Agreement or any Loan Document by facsimile also shall deliver an original executed counterpart of this 93 Agreement or such Loan Document, as applicable, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement or any such Loan Document. Section 10.7 Governing Law. This Agreement and the Loan Documents shall be construed in accordance with and governed by the laws of the State of Georgia, without regard to the conflict of laws principles thereof, except to the extent otherwise provided in the Loan Documents. Section 10.8 Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Section 10.9 Headings. Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof. Section 10.10 Source of Funds. Notwithstanding the use by the Lenders of the Base Rate and the Eurodollar Rate as reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation to obtain funds from any particular source in order to charge interest to the Borrowers at interest rates tied to such reference rates. Section 10.11 Entire Agreement. Except as otherwise expressly provided herein, this Agreement and the other documents described or contemplated herein embody the entire Agreement and understanding among the parties hereto and thereto and supersede all prior agreements, understandings, and conversations relating to the subject matter hereof and thereof. Each Borrower represents and warrants to the Administrative Agent and each of the Lenders that it has read the provisions of this Section 10.11 and discussed the provisions of this Section 10.11 and the rest of the Loan Agreement with counsel for the Borrowers, and each Borrower acknowledges and agrees that the Administrative Agent and each of the Lenders are expressly relying upon such representations and warranties of such Borrower (as well as the other representations and warranties of each of the Borrowers set forth in Section 4.1 hereof) in entering into this Agreement. Section 10.12 Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document or any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by all of the Lenders and, in the case of an amendment, also by the Borrowers. (b) Each Lender grants to the Administrative Agent the right to purchase all (but not less than all) of such Lender's Commitments, Letter of Credit Commitment, and the Loans and Letter of Credit Obligations owing to it and the Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal to the aggregate amount of outstanding Loans and Letter of Credit Obligations owed to such Lender (together with all accrued and unpaid interest and fees owed to such Lender), which right may be exercised by the Administrative Agent if such Lender 94 refuses to execute any amendment, waiver or consent which requires the written consent of all of the Lenders and to which all of the Lenders, the Administrative Agent and the Borrowers have agreed. Each Lender agrees that if the Administrative Agent exercises its option hereunder, it shall promptly execute and deliver an Assignment and Assumption Agreement and other agreements and documentation necessary to effectuate such assignment. The Administrative Agent may assign its purchase rights hereunder to any assignee if such assignment complies with the requirements of Section 10.5(b)(i), (ii), (vi), (vii) and (ix). Section 10.13 Other Relationships. No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent, each Issuing Bank and each Lender to enter into or maintain business relationships with any of the Borrowers, or any of their respective Affiliates, beyond the relationships specifically contemplated by this Agreement and the other Loan Documents. Section 10.14 Pronouns. The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto. Section 10.15 Disclosure. Each of the Borrowers agrees that the Administrative Agent shall have the right to issue press releases regarding the making of the Loans to the Borrowers pursuant to the terms of this Agreement. Section 10.16 Replacement of Lender. In the event that a Replacement Event occurs and is continuing with respect to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of a Borrower, to assume such Lender's Commitments hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (i) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, (ii) any Issuing Bank or any Lender requesting compensation under Section 2.16(g), 11.3 or 11.5 as the case may be, (iii) the declaration by the appropriate regulatory authority that such Lender is insolvent, or (iv) the failure of such Lender to consent to a requested waiver or amendment. 95 Section 10.17 Confidentiality. The Borrowers agree that the Administrative Agent, the Issuing Banks and each Lender may use the Borrowers' names in advertising and promotional material and in conjunction therewith disclose the general terms of this Agreement. Section 10.18 Amendments to Loan Documents. To the extent that any of the Loan Documents are not being amended and restated in connection herewith, each of such Loan Documents is hereby deemed modified and amended to the extent necessary to reflect the amendments contained herein. Each reference to the "Credit Agreement" contained in such Loan Documents shall be deemed to refer to this Agreement, and each reference to the other "Loan Documents" contained in such Loan Documents shall be deemed to include such Loan Documents as they may be amended and restated in connection herewith. ARTICLE 11 YIELD PROTECTION Section 11.1 Eurodollar Rate Basis Determination. Notwithstanding anything contained herein which may be construed to the contrary, if with respect to any proposed Eurodollar Advance for any Eurodollar Advance Period, the Administrative Agent determines that deposits in dollars (in the applicable amount) are not being offered to the Administrative Agent in the relevant market for such Eurodollar Advance Period, the Administrative Agent shall forthwith give notice thereof to the Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such situation no longer exist, the obligations of the Lenders to make Eurodollar Advances shall be suspended. Section 11.2 Illegality. If any applicable law, rule, or regulation, or any change therein, or any interpretation or change in interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency, shall make it unlawful or impossible for any Lender to make, maintain, or fund its Eurodollar Advances, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrowers. Before giving any notice to the Administrative Agent pursuant to this Section 11.2, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrowers shall repay in full the then outstanding principal amount of each affected Eurodollar Advance of such Lender, together with accrued interest thereon, either (a) on the last day of the then current Eurodollar Advance Period applicable to such Eurodollar Advance if such Lender may lawfully continue to maintain and fund such Eurodollar Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain such Eurodollar Advance to such day. Concurrently with repaying each affected Eurodollar Advance of such Lender, notwithstanding anything contained in Article 2 hereof, the Borrowers shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Advance in an amount such that the outstanding principal amount of the Note held by such Lender shall equal the outstanding principal amount of such Note immediately prior to such repayment. 96 Section 11.3 Increased Costs. (a) If after the Agreement Date any applicable law, rule, or regulation, or any change therein, or any interpretation or change in interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive (whether or not such governmental authority, central bank, or comparable agency has the authority to make such request or directive): (i) Shall subject any Lender to any tax, duty, or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or (ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, capital adequacy, assessment, or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting its obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under its Notes with respect thereto, and such increase is not given effect in the determination of the Eurodollar Rate then, on the earlier of demand by such Lender or the Maturity Date, the Borrowers, jointly and severally, agree to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender will promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 11.3, the Borrowers may at any time, upon at least five (5) Business Days' prior notice to such Lender, prepay in full the then outstanding affected Eurodollar Advances of such Lender, together with accrued 97 interest thereon to the date of prepayment, along with any reimbursement required under Section 2.9 hereof. Concurrently with prepaying such Eurodollar Advances the Borrowers shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Advance in an amount such that the outstanding principal amount of the Notes held by such Lender shall equal the outstanding principal amount of such Notes immediately prior to such prepayment. Section 11.4 Effect On Other Advances. If notice has been given pursuant to Section 11.1 or 11.2 suspending the obligation of any Lender to make Eurodollar Advance, or requiring Eurodollar Advances of any Lender to be repaid or prepaid, then, unless and until such Lender notifies the Borrowers that the circumstances giving rise to such repayment no longer apply, all Advances which would otherwise be made by such Lender as Eurodollar Advances shall, at the option of the Borrowers, be made instead as Base Rate Advances. Section 11.5 Capital Adequacy. If after the date hereof, any Lender or Issuing Bank (or any affiliate thereof) shall have reasonably determined that the adoption of any applicable law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any affiliate thereof) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any affiliate thereof) capital as a consequence of such Lender's or Issuing Bank's Commitments or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate thereof) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate thereof) capital was fully utilized prior to such adoption, change or compliance), then, upon demand by such Lender or Issuing Bank, the Borrowers shall immediately pay to such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender or Issuing Bank pursuant to this sentence and Section 11.3 hereof. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. ARTICLE 12 JURISDICTION, VENUE AND WAIVER OF JURY TRIAL Section 12.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR THE LENDERS WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE PARENT AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF GEORGIA AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF 98 PROCESS IN THE STATE OF GEORGIA, BULL RUN, WHOSE ADDRESS IS SET FORTH IN SECTION 10.1 HEREOF, OR SUCH OTHER PERSON AS THE PARENT AND THE BORROWERS SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF THE PARENT AND THE BORROWERS AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF THE PARENT AND EACH BORROWER SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF GEORGIA, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE PARENT OR SUCH BORROWER SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO THE PARENT OR SUCH BORROWER; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE MADE WHEN PERSONALLY DELIVERED OR THREE (3) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. THE PARENT AND EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO THE PARENT OR SUCH BORROWER AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH MAILING. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR HIS OR HER SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF THE PARENT AND THE BORROWERS TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA, THE PARENT AND THE BORROWERS SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES THE PARENT AND EACH BORROWER WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA ON BEHALF OF EACH BORROWER WITH RESPECT TO THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW. Section 12.2 Consent to Venue. THE PARENT AND EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN ATLANTA, GEORGIA, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Section 12.3 Waiver of Jury Trial. THE PARENT AND EACH BORROWER AND EACH OF THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVE, AND OTHERWISE AGREE NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY TYPE IN WHICH THE PARENT OR ANY OF THE BORROWERS, ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT, ANY 99 OF THE ISSUING BANKS OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF THE NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS ARTICLE 12. ARTICLE 13 RELEASES Section 13.1 Release of Bank of America, N.A., as Administrative Agent under the Prior Credit Agreement. (a) Bank of America, N.A., as "Administrative Agent" under the Prior Credit Agreement (the "Original Administrative Agent") hereby gives notice of its resignation as Administrative Agent under the Prior Credit Agreement pursuant to Section 9.12 thereof, and the Lenders hereby appoint Wachovia to serve as Administrative Agent under the Agreement. The resignation of the Original Administrative Agent and the appointment of the Administrative Agent shall be effective as of the Agreement Date upon the Original Administrative Agent's receipt of a duly executed copy of this Agreement identifying Wachovia as the Administrative Agent. (b) In order to induce the Original Administrative Agent to deliver its resignation and to agree to the appointment of Wachovia as Administrative Agent, each of the Borrowers and the Parent (a) represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, demands of any kind, character or nature whatsoever, fixed or contingent, which the Borrowers and the Parent, or any of them, may have, or claim to have, against the Original Administrative Agent with respect to the transactions contemplated by the Prior Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit Agreement), and each of the Borrowers and the Parent hereby releases, acquits and forever discharges the Original Administrative Agent and its agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the "BOA Released Parties") from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent that the Borrowers and the Parent, or any of them, may have, or claim to have, against each of the such BOA Released Parties from the beginning of time until and through the dates of execution and delivery of this Letter Agreement, and (b) hereby covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any BOA Released Party, by reason of or in connection with any of the foregoing matters, liabilities, claims, suits, debts or causes of action. Section 13.2 Release. (a) In order to induce the Administrative Agent and the Lenders to execute, deliver and perform this Agreement and the other Loan Documents, each of the Borrowers and the Parent (i) represents and warrants that there are no claims, causes of 100 action, suits, debts, obligations, liabilities, demands of any kind, character or nature whatsoever, fixed or contingent, which the Borrowers or the Parent, or any of them, may have, or claim to have, against the Administrative Agent and the Lenders, or any of them, with respect to the transactions contemplated by this Agreement and the other Loan Documents, and each of the Borrowers or the Parent hereby releases, acquits and forever discharges each of the Administrative Agent and the Lenders and their respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the "Released Parties") from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent that the Borrowers and the Parent, or any of them, may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the Agreement Date, and (b) hereby covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any Released Party, by reason of or in connection with any of the foregoing matters, liabilities, claims, suits, debts or causes of action. [Remainder Of This Page Intentionally Left Blank] 101 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, under seal, by their respective authorized officers as of the day and year first above written. BORROWERS: BR HOLDING, INC. /s/ FREDERICK J. ERICKSON ------------------------------------------ By: Frederick J. Erickson (SEAL) ----------------------------------- Title: VP-Finance --------------------------- CAPITAL SPORTS PROPERTIES, INC. /s/ FREDERICK J. ERICKSON ------------------------------------------ By: Frederick J. Erickson (SEAL) ----------------------------------- Title: Vice President --------------------------- HOST COMMUNICATIONS, INC. /s/ FREDERICK J. ERICKSON ------------------------------------------ By: Frederick J. Erickson (SEAL) ----------------------------------- Title: Vice President --------------------------- DATASOUTH COMPUTER CORPORATION /s/ FREDERICK J. ERICKSON ------------------------------------------ By: Frederick J. Erickson (SEAL) ----------------------------------- Title: Executive VP-Finance & Admin. ---------------------------- PARENT: BULL RUN CORPORATION, as a Guarantor /s/ FREDERICK J. ERICKSON ------------------------------------------ By: Frederick J. Erickson (SEAL) ----------------------------------- Title: VP-Finance --------------------------- LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender /s/ BRUCE W. LOFTIN ------------------------------------------ By: Bruce W. Loftin (SEAL) ----------------------------------- Title: Managing Director --------------------------- DEUTSCHE BANK TRUST COMPANY AMERICAS /s/ GREGORY SHEFRIN ------------------------------------------ By: Gregory Shefrin (SEAL) ----------------------------------- Title: Director --------------------------- BANK OF AMERICA, N.A. /s/ NANCY S. GOLDMAN ------------------------------------------ By: Nancy S. Goldman (SEAL) ----------------------------------- Title: Senior Vice President --------------------------- BANK ONE, KENTUCKY, N.A. /s/ RICHARD M. HIXSON ------------------------------------------ By: Richard M. Hixson (SEAL) ----------------------------------- Title: Vice President ---------------------------- EX-21 6 g78514kexv21.txt LIST OF SUBSIDIARIES OF REGISTRANT EXHIBIT 21 LIST OF SUBSIDIARIES OF REGISTRANT BR Holding, Inc., a Georgia corporation Host Communications, Inc., a Kentucky corporation and a subsidiary of BR Holding, Inc. Host Insurance Agency, Inc., a Kentucky corporation and a subsidiary of Host Communications, Inc. Hoop-It-Up International, Inc. (DE), a Delaware corporation and a subsidiary of Host Communications, Inc. USA International, S.A.R.L., a corporation organized under the laws of France and a subsidiary of Host Communications, Inc. Capital Sports Properties, Inc., a Delaware corporation and a subsidiary of BR Holding, Inc. Datasouth Computer Corporation, a Delaware corporation and a subsidiary of BR Holding, Inc. EX-23.1 7 g78514kexv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements (Form S-8 No.33-91296, Form S-8 No. 333-56125 and Form S-8 No. 333-39700) pertaining to the Bull Run Corporation 1994 Long Term Incentive Plan, the Registration Statement (Form S-8 No. 33-91298) pertaining to the Bull Run Corporation Non-Employee Directors' 1994 Stock Option Plan, and the Registration Statement (Form S-4 No. 333-84833) pertaining to the issuance of shares of BR Holding, Inc. of our report dated September 12, 2002, except as to Note 9, for which the date is October 11, 2002, with respect to the consolidated financial statements and schedule of Bull Run Corporation included in the Annual Report (Form 10-K) of Bull Run Corporation for the year ended June 30, 2002, filed with the Securities and Exchange Commission. PRICEWATERHOUSECOOPERS LLP Atlanta, Georgia October 11, 2002 EX-23.2 8 g78514kexv23w2.txt CONSENT OF ERNST & YOUNG LLP (BULL RUN) EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-91296, Form S-8 No. 333-56125 and Form S-8 No. 333-39700) pertaining to the Bull Run Corporation 1994 Long Term Incentive Plan, the Registration Statement (Form S-8 No. 33-91298) pertaining to the Bull Run Corporation Non-Employee Directors' 1994 Stock Option Plan, and the Registration Statement (Form S-4 No. 333-84833) pertaining to the issuance of shares of BR Holding, Inc. of our reports dated September 28, 2000 (except for Note 3 as to which the date is July 26, 2001), with respect to the consolidated financial statements and schedule of Bull Run Corporation included in the Annual Report (Form 10-K) of Bull Run Corporation for the year ended June 30, 2002, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Charlotte, North Carolina October 10, 2002 EX-23.3 9 g78514kexv23w3.txt CONSENT OF ERNST & YOUNG LLP (GRAY COMMUNICATIONS) EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report dated January 29, 2001, with respect to the consolidated financial statements of Gray Television, Inc. (formerly Gray Communications Systems, Inc.), included in this Annual Report (Form 10-K) of Bull Run Corporation for the year ended June 30, 2002. We also consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-91296, Form S-8 No. 333-56125 and Form S-8 No. 333-39700) pertaining to the Bull Run Corporation 1994 Long Term Incentive Plan, the Registration Statement (Form S-8 No. 33-91298) pertaining to the Bull Run Corporation Non-Employee Directors' 1994 Stock Option Plan and the Registration Statement (Form S-4 No. 333-84833) pertaining to the issuance of shares of BR Holding, Inc. of our reports dated January 29, 2001, with respect to the consolidated financial statements of Gray Communications Systems, Inc., included herein. ERNST & YOUNG LLP Atlanta, Georgia October 9, 2002 EX-99.1 10 g78514kexv99w1.txt SECTION 906 CERTIFICATION OF CEO & CFO EXHIBIT 99.1 CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ------------------------------------------------ In connection with the accompanying Annual Report on Form 10-K of Bull Run Corporation (the "Company") for the fiscal year ended June 30, 2002 (the "Annual Report"), I, Robert S. Prather, Jr., President and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: October 14, 2002 /s/ ROBERT S. PRATHER, JR. ------------------------------------- Robert S. Prather, Jr. President and Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ------------------------------------------------ In connection with the accompanying Annual Report on Form 10-K of Bull Run Corporation (the "Company") for the fiscal year ended June 30, 2002 (the "Annual Report"), I, Frederick J. Erickson, Vice President - Finance and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: October 14, 2002 /s/ FREDERICK J. ERICKSON ------------------------------------- Frederick J. Erickson Vice President - Finance and Chief Financial Officer REPORT OF INDEPENDENT AUDITORS Board of Directors and Stockholders Gray Communications Systems, Inc. We have audited the consolidated balance sheet of Gray Communications Systems, Inc., as of December 31, 2000 and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended (not presented separately herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gray Communications Systems, Inc., at December 31, 2000 and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG LLP Atlanta, Georgia January 29, 2001 F-1 The following report is a copy of a report previously issued by Arthur Andersen LLP and has not been reissued by Arthur Andersen LLP. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders of Rawlings Sporting Goods Company, Inc.: We have audited the consolidated balance sheets of Rawlings Sporting Goods Company, Inc. (a Delaware corporation) and subsidiaries (the Company) as of August 31, 2000 and 1999 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended August 31, 2000, not presented separately herein. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rawlings Sporting Goods Company, Inc. and subsidiaries as of August 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2000, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP St. Louis, Missouri November 15, 2000 F-2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.2

                                   EXHIBIT 3.2

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                             FILED NOVEMBER 9, 2001



                              ARTICLES OF AMENDMENT
                                       OF
                              BULL RUN CORPORATION

         Pursuant to the provisions of Section 14-2-602 (d) of the Georgia
Business Corporation Code, the undersigned, on behalf of Bull Run Corporation
(the "Corporation"), hereby submits the following information:

                                       1.

         The name of the Corporation is Bull Run Corporation.

                                       2.

         The Articles of Incorporation of the Corporation are hereby amended to
provide for the establishment and designation of Series A Preferred Stock and to
fix and determine the relative rights and preferences thereof by adding the
following to the end of Article Two:

                            SERIES A PREFERRED STOCK

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Preferred Stock" and the number of shares constituting
the Series A Preferred Stock, par value $0.01 per share, shall be 100,000. If
and to the extent that further shares are needed in order to pay dividends in
shares of Series A Preferred Stock as provided for in Section 3 hereof, the
Board of Directors of the Corporation will authorize additional shares of Series
A Preferred Stock so that at all times, so long as Series A Preferred Stock is
outstanding, there will be a sufficient number of Series A Preferred Stock
authorized and reserved to pay dividends as provided for in Section 3 hereof in
shares of Series A Preferred Stock for the next year.

         Section 2. Rank. All Series A Preferred Stock shall rank, as to payment
of dividends and as to distribution of assets upon liquidation, dissolution, or
winding up of the Corporation, whether voluntary or involuntary, (i) on a parity
with any shares of preferred


                                       1


stock of the Corporation now or hereafter designated and issued by the
Corporation and (ii) senior to the Common Stock, par value $0.01 per share, of
the Corporation now or hereafter issued.

         Section 3. Dividends and Distributions. The holders of shares of Series
A Preferred Stock shall be entitled to receive, when, as, and if declared by the
Board of Directors of the Corporation (the "Board of Directors" or the "Board")
out of funds legally available for such purposes, dividends at the rate of
$90.00 per annum per share, which shall be fully cumulative, shall accrue
without interest from the date of original issuance and shall be payable as
follows: (a) from the date of initial issuance of the Series A Preferred Stock
until June 30, 2003, in cash or in additional shares (whether whole or
fractional) of Series A Preferred Stock at the Corporation's option and (b)
thereafter, in cash or in additional shares (whether whole or fractional) of
Series A Preferred Stock at the holder's option, upon written notice delivered
to the Corporation at least 30 days prior to the dividend payment date (if a
holder does not deliver such notice to the Corporation, then the form of the
dividend to be paid to such holder shall be at the option of the Corporation).
For purposes of determining the number of additional shares (or fraction
thereof) of Series A Preferred Stock to be issued as payment of a dividend,
Series A Preferred Stock shall be valued at $1,000.00 per whole share. Dividends
shall be paid annually each year on June 30th (except that if such date is a
Saturday, Sunday, or legal holiday, then such dividend shall be payable on the
next day that is not a Saturday, Sunday, or legal holiday) to holders of record
as they appear on the stock books of the Corporation on June 15th.

         No dividends or other distributions, other than dividends payable
solely in shares of Common Stock or capital stock of the Corporation ranking
junior as to dividends to the Series A Preferred Stock (collectively, the
"Junior Dividend Stock"), shall be paid or set apart for payment on, and except
for the use of Common Stock to pay for the exercise of stock options pursuant to
the stock option plans of the Corporation and its subsidiaries, no purchase,
redemption, or other acquisition shall be made by the Corporation of, any shares


                                       2


of Junior Dividend Stock unless and until all accrued and unpaid dividends on
the Series A Preferred Stock shall have been paid or declared and set apart for
payment.

         If at any time any dividend on any capital stock of the Corporation
ranking senior as to dividends to the Series A Preferred Stock (the "Senior
Dividend Stock") shall be in default, in whole or in part, no dividend shall be
paid or declared and set apart for payment on the Series A Preferred Stock
unless and until all accrued and unpaid dividends with respect to the Senior
Dividend Stock, including the full dividends for the then current dividend
period, shall have been paid or declared and set apart for payment, without
interest. No full dividends shall be paid or declared and set apart for payment
on any class or series of the Corporation's capital stock ranking, as to
dividends, on a parity with the Series A Preferred Stock (the "Parity Dividend
Stock") for any period unless all accrued but unpaid dividends have been, or
contemporaneously are, paid or declared and set apart for such payment on the
Series A Preferred Stock. No full dividends shall be paid or declared and set
apart for payment on the Series A Preferred Stock for any period unless all
accrued but unpaid dividends have been, or contemporaneously are, paid or
declared and set apart for payment on the Parity Dividend Stock for all dividend
periods terminating on or prior to the date of payment of such full dividends.
When dividends are not paid in full upon the Series A Preferred Stock and the
Parity Dividend Stock, all dividends paid or declared and set apart for payment
upon shares of Series A Preferred Stock and the Parity Dividend Stock shall be
paid or declared and set apart for payment pro rata, so that the amount of
dividends paid or declared and set apart for payment per share on the Series A
Preferred Stock and the Parity Dividend Stock shall in all cases bear to each
other the same ratio that accrued and unpaid dividends per share on the shares
of Series A Preferred Stock and the Parity Dividend Stock bear to each other.

         Any reference to "distribution" contained in this Section 3 shall not
be deemed to include any stock dividend or distributions made in connection with
any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary.


                                       3


         Section 4. Liquidation Preference. In the event of a liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series A Preferred Stock shall be entitled to receive out of the
assets of the Corporation, whether such assets constitute stated capital or
surplus of any nature, an amount equal to the dividends accrued and unpaid
thereon to the date of final distribution to such holders, without interest, and
a sum equal to $1,000.00 per share (the "Liquidation Preference") and no more,
before any payment shall be made or any assets distributed to the holders of
Common Stock or any other class or series of the Corporation's capital stock
ranking junior as to liquidation rights to the Series A Preferred Stock
(collectively, the "Junior Liquidation Stock"); provided, however, that the
holders of Series A Preferred Stock shall be entitled to such payment only in
the event that the Corporation's payments with respect to the liquidation
preference of the holders of capital stock of the Corporation ranking senior as
to liquidation rights to the Series A Preferred Stock (the "Senior Liquidation
Stock") are fully met. After the liquidation preferences of the Senior
Liquidation Stock are fully met, the entire assets of the Corporation available
for distribution shall be distributed ratably among the holders of the Series A
Preferred Stock and any other class or series of the Corporation's capital stock
having parity as to liquidation rights with the Series A Preferred Stock in
proportion to the respective preferential amounts to which each is entitled (but
only to the extent of such preferential amounts). After payment in full of the
Liquidation Preference of the shares of the Series A Preferred Stock, the
holders of such shares shall not be entitled to any further participation in any
distribution of assets by the Corporation. Neither a consolidation or merger of
the Corporation with another corporation nor a sale or transfer of all or part
of the Corporation's assets for cash, securities, or other property will be
considered a liquidation, dissolution, or winding up of the Corporation.

         Section 5. Redemption of Series A Preferred Stock.

         (a) Redemption at Option of the Corporation. At any time after the date
of the initial issuance of shares of Series A Preferred Stock, the Corporation
may, at its option,


                                       4


redeem all or from time to time a portion of the Series A Preferred Stock on any
date set by the Board of Directors (the "Redemption Date") at a redemption price
of $1,000.00 per share plus an amount per share equal to all dividends on the
Series A Preferred Stock accrued and unpaid on such share, pro rata to the date
fixed for redemption (the "Redemption Price"). The Redemption Price shall be
payable in cash.

         In case of the redemption of less than all of the then outstanding
Series A Preferred Stock, the Corporation shall designate by lot, or in such
other manner as the Board of Directors may determine, the shares to be redeemed
or shall effect such redemption pro rata. Notwithstanding the foregoing, the
Corporation shall not redeem less than all of the Series A Preferred Stock at
any time outstanding until all accrued but unpaid dividends upon all Series A
Preferred Stock then outstanding shall have been paid.

         (b) Mechanics of Redemption. Notice by first class mail, postage
prepaid, shall be given to the holders of record of the Series A Preferred Stock
to be redeemed not more than 60 nor less than 30 days prior to a Redemption
Date. Notice shall be addressed to such shareholders at their last address as
shown on the books of the Corporation. Each such notice of redemption shall
specify the Redemption Date, the Redemption Price, the place or places where
payment will be made upon presentation and surrender of the Series A Preferred
Stock, that accrued but unpaid dividends to the Redemption Date will be paid on
the Redemption Date, and that on and after the Redemption Date, dividends will
cease to accrue on such shares.

         Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Series A
Preferred Stock receives such notice. Failure to give such notice by mail, or
any defect in such notice, to the holders of any shares designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series A Preferred Stock. On or after the Redemption
Date, as stated in such notice, each holder of the shares called for redemption
shall surrender the certificate (or certificates) evidencing such shares to the
Corporation at the


                                       5


place designated in such notice and shall thereupon be entitled to receive
payment of the Redemption Price. In the case of an redemption by the Corporation
pursuant to Section 5(a), if fewer than all the shares represented by any such
surrendered certificate (or certificates) are redeemed, a new certificate shall
be issued representing the unredeemed shares. If, on the Redemption Date, funds
necessary for the redemption shall be available therefor and shall have been
irrevocably deposited or set aside, then, notwithstanding that the certificates
evidencing any shares are so called for redemption shall not have been
surrendered, the dividends with respect to the shares so called shall cease to
accrue after the date fixed for redemption, the shares shall no longer be deemed
outstanding, the holders thereof shall cease to be shareholders, and all rights
whatsoever with respect to the shares so called for redemption (except the right
of the holders to receive the Redemption Price without interest upon surrender
of their certificates therefor) shall terminate. Any money deposited by the
Corporation pursuant to the foregoing provision and unclaimed at the end of one
year from the date fixed for redemption shall, to the extent permitted by law,
be returned to the Corporation, after which the holders of shares of Series A
Preferred Stock so called for redemption shall look only to the Corporation for
the payment thereof. Shares of Series A Preferred Stock redeemed by the
Corporation shall be restored to the status of authorized but unissued shares of
Preferred Stock of the Corporation, without designation as to series, and may
thereafter be reissued, but not as shares of Series A Preferred Stock.

         Section 6. No Sinking Fund. The shares of Series A Preferred Stock
shall not be subject to the operation of a purchase, retirement, or sinking
fund.

         Section 7. Voting Rights. The holders of Series A Preferred Stock will
not have any voting rights except as set forth below or as otherwise from time
to time required by law. Whenever dividends on the Series A Preferred Stock or
any other class or series of Parity Dividend Stock shall be in arrears in an
amount equal to 150% of an annual dividend, the holders of the Series A
Preferred Stock (voting separately as a class with all other affected classes or
series of the Parity Dividend Stock upon which like voting rights have


                                       6


been conferred and are exercisable) will be entitled to vote for and elect two
additional directors. Such right of the holders of Series A Preferred Stock to
vote for the election of such two directors may be exercised at an annual
meeting or at any special meeting called for such purpose as hereinafter
provided or at any adjournment thereof, until dividends in default on such
outstanding shares of Series A Preferred Stock shall have been paid in full (or
such dividends shall have been declared and funds sufficient therefor set apart
for payment), at which time the term of office of the two directors so elected
shall terminate automatically (subject to revesting in the event of each and
every subsequent default of the character specified in the preceding sentence).
So long as such right to vote continues, the Secretary of the Corporation may
call, and upon the written request of the holders of record of 10% of the
outstanding shares of Series A Preferred Stock addressed to him at the principal
office of the Corporation shall call, a special meeting of the holders of such
shares for the election of such two directors, as provided herein. Such meeting
shall be held not less than 45 nor more than 90 days after the accrual of such
right, at the place and upon the notice provided by law and in the By-laws of
the Corporation for the holding of meetings of shareholders. No such special
meeting or adjournment thereof shall be held on a date less than 30 days before
an annual meeting of shareholders or any special meeting in lieu thereof,
provided that such annual meeting appropriate provisions are made to allow the
holders of the Series A Preferred Stock to exercise such right at such meeting.
If at any such annual or special meeting or any adjournment thereof the holders
of a majority of the then outstanding shares of Series A Preferred Stock
entitled to vote in such election shall be present or represented by proxy, then
the authorized number of directors of the Corporation shall be increased by two,
and the holders of Series A Preferred Stock shall be entitled to elect such two
additional directors. Directors so elected shall serve until the next annual
meeting or until their successors shall be elected and shall qualify, unless the
term of office of the persons so elected as directors shall have terminated by
virtue of the payment in full of all dividends in arrears or such dividends
shall have been declared and funds sufficient

                                       7


therefor set apart for payment. In case of any vacancy occurring among the
directors so elected by the holders of Series A Preferred Stock, the remaining
director who shall have been so elected may appoint a successor to hold office
for the unexpired term of the director whose place is vacant, and such successor
shall be deemed to have been elected by the holders of Series A Preferred Stock.
If both directors so elected by the holders of Series A Preferred Stock shall
cease to serve as directors before their terms shall expire, the holders of
Series A Preferred Stock then outstanding and entitled to vote for such
directors may, at a special meeting of such holders called as provided above,
elect successors to hold office for the unexpired terms of the directors whose
places are vacant.

         Without the consent or affirmative vote of the holders of at least a
majority of the outstanding shares of Series A Preferred Stock, voting
separately as a class, the Corporation shall not authorize, create, or issue any
shares of any other class or series of capital stock ranking senior to or on a
parity with the Series A Preferred Stock as to dividends or upon liquidation.

         The affirmative vote or consent of the holders of at least a majority
of the outstanding shares of the Series A Preferred Stock, voting separately as
a class, will be required for any amendment, alteration, or repeal, whether by
merger, consolidation, or otherwise, of the Corporation's Articles of
Incorporation if the amendment, alteration, or repeal materially and adversely
affects the powers, preferences, or special rights of the Series A Preferred
Stock; provided, however, that any increase in the authorized Preferred Stock of
the Corporation or the creation and issuance of any other capital stock of the
Corporation ranking senior to, on a parity with, or junior to the Series A
Preferred Stock shall not be deemed to affect materially and adversely such
powers, preferences, or special rights.

         Section 8. Outstanding Shares. For purposes hereof all shares of Series
A Preferred Stock shall be deemed outstanding except that, from the date fixed
for redemption pursuant to Section 5 hereof, all shares of Series A Preferred
Stock which have been so


                                       8


called for redemption under Section 5 shall not be deemed to be outstanding, if
funds or shares necessary for the redemption of such shares are available.

                                       3.

         The proposed amendment of the Articles of Incorporation as set forth in
paragraph 2 hereinabove was adopted by the Board of Directors of the Corporation
on November 7, 2001. Shareholders' approval was not required pursuant to Section
14-2-1002 of the Georgia Business Corporation Code.

         IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized
officer to execute these Articles of Amendment as of this 9th day of November,
2001.

                                           BULL RUN CORPORATION

                                           By:  /s/ HILTON H. HOWELL, JR.
                                                -----------------------------
                                           Title:  Vice President, Secretary
                                                   --------------------------

                                       9

EX-3.3

                                   EXHIBIT 3.3

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                             FILED FEBRUARY 12, 2002



                              ARTICLES OF AMENDMENT
                                       OF
                              BULL RUN CORPORATION

         Pursuant to the provisions of Section 14-2-602 (d) of the Georgia
Business Corporation Code, the undersigned, on behalf of Bull Run Corporation
(the "Corporation"), hereby submits the following information:

                                    Article 1

         The name of the Corporation is Bull Run Corporation.

                                    Article 2

         The Articles of Incorporation of the Corporation are hereby amended to
provide for the establishment and designation of Series B Convertible Preferred
Stock and to fix and determine the relative rights and preferences thereof by
adding the following to the end of Article Two, as amended:

                      SERIES B CONVERTIBLE PREFERRED STOCK

         Section 9. Designation and Amount. The shares of the series of capital
stock of the Corporation shall be designated as "Series B Convertible Preferred
Stock" and the number of shares constituting the Series B Convertible Preferred
Stock, par value $0.01 per share, shall be One Hundred Thousand (100,000). If
and to the extent that further shares are needed in order to pay dividends in
shares of Series B Convertible Preferred Stock as provided for in Section 3
hereof, the Board of Directors of the Corporation (the "Board") will authorize
additional shares of Series B Convertible Preferred Stock so that at all times,
so long as Series B Convertible Preferred Stock is outstanding, there will be a
sufficient number of Series B Convertible Preferred Stock authorized and
reserved to pay dividends as provided for in Section 3 hereof in shares of
Series B Convertible Preferred Stock for the next year.


                                       1


         Section 10. Rank. All Series B Convertible Preferred Stock shall rank,
as to payment of dividends and as to distribution of assets upon liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
(a) on a parity with any shares of preferred stock of the Corporation now or
hereafter designated and issued by the Corporation; and (b) senior to the Common
Stock, par value $0.01 per share, of the Corporation (the "Common Stock") now or
hereafter issued.

         Section 11. Dividends and Distributions. The holders of shares of
Series B Convertible Preferred Stock shall be entitled to receive, when, as and
if declared by the Board out of funds legally available for such purposes,
dividends at the rate of Ninety Dollars ($90.00) per annum per share, which
shall be fully cumulative and shall accrue without interest from the date of
initial issuance; provided, however, that the dividends on the shares of Series
B Preferred stock initially issued to Delta Life Insurance Co., Georgia Casualty
and Surety Company and Bankers Fidelity Life Insurance Company in exchange for
the surrender of each such company's 1,000 shares of the Series A Preferred
Stock and Warrants for 434,783 shares of Common Stock (the "Initial 3,000 Shares
Issued") shall accrue from and after June 29, 2001 and provided, further, that
the dividends on the additional 2,400 shares issued to Delta Life Insurance Co.
pursuant to that certain Subscription and Exchange Agreement between Delta Life
Insurance Co. and the Corporation (the "Additional 2,400 Delta Shares") shall
accrue from and after November 30, 2001. Dividends provided for under this
Section 3 shall be payable as follows: (a) from the date of initial issuance of
the Series B Convertible Preferred Stock until the day two (2) years after such
date of initial issuance in cash or in shares (whether whole or fractional) of
Common Stock, which method shall be determined at the Corporation's sole option;
provided, however, that in the case of the Initial 3,000 Shares Issued, such two
year period shall be deemed to have commenced on June 29, 2001 and provided,
further, that in the case of the Additional 2,400 Delta Shares, such two year
period shall be deemed to have commenced on November 30, 2001; and (b)
thereafter, either in cash or in shares (whether


                                       2


whole or fractional) of Common Stock, which method shall be determined at the
holder's sole option and communicated to the Corporation by written notice
delivered to the Corporation at least thirty (30) days prior to the dividend
payment date (if a holder does not deliver such notice to the Corporation, then
the form of the dividend to be paid to such holder shall be at the sole option
of the Corporation).

         For purposes of determining the number of shares (or fraction thereof)
of Common Stock to be issued as payment of a dividend pursuant to this Section
3, Common Stock shall be valued at the average Nasdaq closing price for the
twenty (20) trading days immediately preceding each dividend payment date.

         Dividends shall be paid annually each year on June 30th (except that if
such date is a Saturday, Sunday, or legal holiday, then such dividend shall be
payable on the next day that is not a Saturday, Sunday, or legal holiday) to
holders of record as they appear on the stock books of the Corporation on June
15th of that year. The first such dividend payment date shall be on June 30,
2002.

         No dividends or other distributions, other than dividends payable
solely in shares of Common Stock or capital stock of the Corporation ranking
junior as to dividends to the Series B Convertible Preferred Stock
(collectively, the "Junior Dividend Stock"), shall be paid or set apart for
payment on, and except for the use of Common Stock to pay for the exercise of
stock options pursuant to the stock option plans of the Corporation and its
subsidiaries, no purchase, redemption or other acquisition shall be made by the
Corporation of any shares of Junior Dividend Stock unless and until all accrued
and unpaid dividends on the Series B Convertible Preferred Stock shall have been
paid or declared and set apart for payment.

         If at any time any dividend on any capital stock of the Corporation
ranking senior as to dividends to the Series B Convertible Preferred Stock (the
"Senior Dividend Stock") shall be in default, in whole or in part, no dividend
shall be paid or declared and set apart for payment on the Series B Convertible
Preferred Stock unless and until all accrued and unpaid


                                       3


dividends with respect to the Senior Dividend Stock, including the full
dividends for the then current dividend period, shall have been paid or declared
and set apart for payment, without interest. No full dividends shall be paid or
declared and set apart for payment on any class or series of the Corporation's
capital stock ranking, as to dividends, on a parity with the Series B
Convertible Preferred Stock (the "Parity Dividend Stock") for any period unless
all accrued but unpaid dividends have been, or contemporaneously are, paid or
declared and set apart for such payment on the Series B Convertible Preferred
Stock. No full dividends shall be paid or declared and set apart for payment on
the Series B Convertible Preferred Stock for any period unless all accrued but
unpaid dividends have been, or contemporaneously are, paid or declared and set
apart for payment on the Parity Dividend Stock for all dividend periods
terminating on or prior to the date of payment of such full dividends. When
dividends are not paid in full upon the Series B Convertible Preferred Stock and
the Parity Dividend Stock, all dividends paid or declared and set apart for
payment upon shares of Series B Convertible Preferred Stock and the Parity
Dividend Stock shall be paid or declared and set apart for payment pro rata, so
that the amount of dividends paid or declared and set apart for payment per
share on the Series B Convertible Preferred Stock and the Parity Dividend Stock
shall in all cases bear to each other the same ratio that accrued and unpaid
dividends per share on the shares of Series B Convertible Preferred Stock and
the Parity Dividend Stock bear to each other.

         Any reference to "distribution" contained in this Section 3 shall not
be deemed to include any stock dividend or distributions made in connection with
any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary.

         Section 12. Liquidation Preference. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series B Convertible Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets constitute stated
capital or surplus of any nature, an amount equal to the dividends accrued and
unpaid thereon to the date of final distribution to such holders,


                                       4


without interest, and a sum equal to One Thousand Dollars ($1,000.00) per share
(the "Liquidation Preference") and no more, before any payment shall be made or
any assets distributed to the holders of Common Stock or any other class or
series of the Corporation's capital stock ranking junior as to liquidation
rights to the Series B Convertible Preferred Stock (collectively, the "Junior
Liquidation Stock"); provided, however, that the holders of Series B Convertible
Preferred Stock shall be entitled to such payment only in the event that the
Corporation's payments with respect to the liquidation preference of the holders
of capital stock of the Corporation ranking senior as to liquidation rights to
the Series B Convertible Preferred Stock (the "Senior Liquidation Stock") are
fully met. After the liquidation preferences of the Senior Liquidation Stock are
fully met, the assets of the Corporation available for distribution shall be
distributed ratably among the holders of the Series B Convertible Preferred
Stock and any other class or series of the Corporation's capital stock having
parity as to liquidation rights with the Series B Convertible Preferred Stock in
proportion to the respective preferential amounts to which each is entitled (but
only to the extent of such preferential amounts). After payment in full of the
Liquidation Preference of the shares of the Series B Convertible Preferred
Stock, the holders of such shares shall not be entitled to any further
participation in any distribution of assets by the Corporation. Neither a
consolidation nor merger of the Corporation with another corporation nor a sale
or transfer of all or part of the Corporation's assets for cash, securities or
other property will be considered a liquidation, dissolution or winding up of
the Corporation for the purposes of this Section 4.

         Section 13.       Conversion Terms.

         (a) Conversion Right. On or after the day two (2) years after the date
of initial issuance (the "Conversion Date"), but at no time before that date,
subject to the provisions for adjustment hereinafter set forth, each single
share of Series B Convertible Preferred Stock shall be convertible at any time
at the option of the holder thereof into one thousand (1,000) fully paid and
non-assessable shares of Common Stock; provided, however, that in the case of
the


                                       5


Initial 3,000 Shares Issued, such Conversion Date shall be June 29, 2003 and
provided, further, that in the case of the Additional 2,400 Delta Shares, such
Conversion Date shall be November 30, 2003.

         (b) Mechanics of Conversion. The holder of any shares of Series B
Convertible Preferred Stock may exercise the conversion right specified in
Section 5(a) by surrendering to the Corporation the certificate or certificates
for the shares to be converted, accompanied by written notice specifying the
number of shares to be converted. Conversion will be deemed effective on the
date when such notice is delivered.

         (c) Adjustments. The number of shares of Common Stock into which an
issued and outstanding share of Series B Convertible Preferred Stock is
convertible shall be subject to adjustment from time to time as follows:

                  (i) If the Corporation shall (x) declare a dividend on the
         Common Stock in shares of its capital stock (whether shares of Common
         Stock, Series B Convertible Preferred Stock or of capital stock of any
         other class); (y) split or subdivide the outstanding Common Stock; or
         (z) combine the outstanding Common Stock into a smaller number of
         shares, each share of Series B Convertible Preferred Stock outstanding
         at the time of the record date for such dividend or of the effective
         date of such split, subdivision or combination shall thereafter entitle
         the holder of such share of Series B Convertible Preferred Stock to
         receive the aggregate number and kind of shares which, if such share of
         Series B Convertible Preferred Stock had been converted immediately
         prior to such time, such holder would have owned or have become
         entitled to receive by virtue of such dividend, subdivision or
         combination.
                  (ii) In the event of any capital reorganization of the
         Corporation, or of any reclassification of the Common Stock (other than
         a subdivision or combination of outstanding shares of Common Stock), or
         in case of the consolidation of the Corporation with or the merger of
         the Corporation with or into any other corporation or of the sale of
         the properties and assets of the Corporation as, or substantially as,
         an

                                       6


         entirety to any other corporation, each share of Series B Convertible
         Preferred Stock shall after such capital reorganization,
         reclassification of Common Stock, consolidation, merger or sale be
         convertible upon the terms and conditions specified herein, for the
         number of shares of stock or other securities or assets to which a
         holder of the number of shares of Common Stock into which such share of
         Series B Convertible Preferred Stock shall be convertible (at the time
         of such capital reorganization, reclassification of Common Stock,
         consolidation, merger or sale) would have been entitled upon such
         capital reorganization, reclassification of Common Stock,
         consolidation, merger or sale; and in any such case, if necessary, the
         provisions set forth herein with respect to the rights thereafter of
         the holders of the shares of Series B Convertible Preferred Stock shall
         be appropriately adjusted so as to be applicable, as nearly as may
         reasonably be, to any shares of stock or other securities or assets
         thereafter deliverable upon the conversion of the shares of Series B
         Convertible Preferred Stock.

         Section 14. Redemption of Series B Convertible Preferred Stock.

         (a) Redemption at Option of the Corporation. At any time after the date
of the initial issuance of shares of Series B Convertible Preferred Stock, the
Corporation may, at its sole option, redeem all or a portion of the Series B
Convertible Preferred Stock on any date that may be from time to time set by the
Board (the "Redemption Date") at a redemption price of One Thousand Dollars
($1,000.00) per share plus an amount per share equal to all dividends on the
Series B Convertible Preferred Stock accrued and unpaid on such shares, pro rata
to the Redemption Date (the "Redemption Price"). The Redemption Price shall be
payable in cash.

         In the event that less than all of the then outstanding shares of
Series B Convertible Preferred Stock are redeemed at any one time, the
Corporation shall designate by lot, or in such other manner as the Board may
determine, the shares to be redeemed or shall effect such redemption pro rata.
Notwithstanding the foregoing, the Corporation shall not redeem less than all of
the Series B Convertible Preferred Stock at any time outstanding until all


                                       7


accrued but unpaid dividends upon all Series B Convertible Preferred Stock then
outstanding shall have been paid.

         (b) Mandatory Redemption. All outstanding shares of the Series B
Preferred stock shall be redeemed on the day ten (10) years after the date of
initial issuance (the "Mandatory Redemption Date") at a redemption price of One
Thousand Dollars ($1,000.00) per share plus an amount per share equal to all
dividends on the Series B Convertible Preferred Stock accrued and unpaid on such
shares, pro rata to the Mandatory Redemption Date (the "Mandatory Redemption
Price"). In the case of the Initial 3,000 Shares Issued, the Mandatory
Redemption Date shall be June 29, 2011, and in the case of the Additional 2,400
Delta Shares, the Mandatory Redemption Date shall be November 30, 2011. The
Mandatory Redemption Price shall be payable in cash.

         (c) Mechanics of Redemption. Notice by first class mail, postage
prepaid, shall be given to the holders of record of the Series B Convertible
Preferred Stock to be redeemed not more than sixty (60) nor less than thirty
(30) days prior to a Redemption Date or the Mandatory Redemption Date, as the
case may be. Such notice shall be addressed to such shareholders at their last
address as shown on the books of the Corporation. Each such notice of redemption
shall (a) specify the Redemption Date, the Redemption Price, the place or places
where payment will be made upon presentation and surrender of the Series B
Convertible Preferred Stock; (b) state that accrued but unpaid dividends to the
Redemption Date will be paid on the Redemption Date; and (c) state that on and
after the Redemption Date, dividends will cease to accrue on such shares.

         Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Series B
Convertible Preferred Stock receives such notice. Failure to give such notice by
mail, or any defect in such notice, to the holders of any shares designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series B Convertible Preferred Stock. On or after the
Redemption Date, as stated in such notice, each holder of the shares called


                                       8


for redemption shall surrender the certificate (or certificates) evidencing such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price. In the case of
a redemption by the Corporation pursuant to Section 5(a), if fewer than all the
shares represented by any such surrendered certificate (or certificates) are
redeemed, a new certificate shall be issued representing the unredeemed shares.
If, on the Redemption Date, funds necessary for the redemption shall be
available therefor and shall have been irrevocably deposited or set aside, then,
notwithstanding that the certificates evidencing any shares are so called for
redemption shall not have been surrendered, (a) the dividends with respect to
the shares so called shall cease to accrue after the date fixed for redemption;
(b) the shares shall no longer be deemed outstanding; (c) the holders thereof
shall cease to be shareholders; and (d) all rights whatsoever with respect to
the shares so called for redemption (except the right of the holders to receive
the Redemption Price without interest upon surrender of their certificates
therefor) shall terminate. Any funds deposited by the Corporation pursuant to
the foregoing provision and unclaimed at the end of one (1) year from the
relevant Redemption Date shall, to the extent permitted by law, be returned to
the Corporation, after which the holders of shares of Series B Convertible
Preferred Stock so called for redemption shall look only to the Corporation for
the payment thereof. Shares of Series B Convertible Preferred Stock redeemed by
the Corporation shall be restored to the status of authorized but unissued
shares of Preferred Stock of the Corporation, without designation as to series,
and may thereafter be reissued, but not as shares of Series B Convertible
Preferred Stock.

         Section 15. No Sinking Fund. The shares of Series B Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement,
or sinking fund.

         Section 16. Voting Rights. The holders of Series B Convertible
Preferred Stock will not have any voting rights except as set forth below or as
otherwise from time to time required by law. Whenever dividends on the Series B
Convertible Preferred Stock or any other class or series of Parity Dividend
Stock shall be in arrears in an amount equal to One


                                       9


Hundred Fifty Percent (150%) of an annual dividend, the holders of the Series B
Convertible Preferred Stock (voting separately as a class with all other
affected classes or series of the Parity Dividend Stock upon which like voting
rights have been conferred and are exercisable) shall be entitled to vote for
and elect two additional directors of the Corporation. Such right of the holders
of Series B Convertible Preferred Stock to vote for the election of such
directors may be exercised at an annual meeting or at any special meeting called
for such purpose as hereinafter provided or at any adjournment thereof, until
dividends in default on such outstanding shares of Series B Convertible
Preferred Stock shall have been paid in full (or until such dividends shall have
been declared and funds sufficient therefor set apart for payment), at which
time the term of office of the two directors so elected shall automatically
terminate (subject to revesting in the event of each and every subsequent
default of the character specified in the preceding sentence). So long as such
right to vote continues, the Secretary of the Corporation may call, and upon the
written request of the holders of record of Ten Percent (10%) of the outstanding
shares of Series B Convertible Preferred Stock addressed to him at the principal
office of the Corporation shall call, a special meeting of the holders of such
shares for the election of such directors, as provided herein. Such meeting
shall be held not less than forty-five (45) nor more than ninety (90) days after
the accrual of such right, at the place and upon the notice provided by law and
in the By-laws of the Corporation for the holding of shareholder meetings. No
such special meeting or adjournment thereof shall be held on a date less than
thirty (30) days before an annual meeting of shareholders or any special meeting
in lieu thereof, provided that such annual meeting appropriate provisions are
made to allow the holders of the Series B Convertible Preferred Stock to
exercise such right at such meeting. If at any such annual or special meeting or
any adjournment thereof the holders of a majority of the then outstanding shares
of Series B Convertible Preferred Stock entitled to vote in such election shall
be present or represented by proxy, then the authorized number of directors of
the Corporation shall be increased by two, and the holders of Series B
Convertible Preferred Stock shall be

                                       10


entitled to elect such two additional directors. Directors so elected shall
serve until the next annual meeting or until their successors shall be duly
elected and qualified, unless the term of office of the persons so elected as
directors shall have terminated by virtue of the payment in full of all
dividends in arrears or such dividends shall have been declared and funds
sufficient therefor set apart for payment. In case of any vacancy occurring
among the directors so elected by the holders of Series B Convertible Preferred
Stock, the remaining director who shall have been so elected may appoint a
successor to hold office for the unexpired term of the director whose place is
vacant, and such successor shall be deemed to have been duly elected by the
holders of Series B Convertible Preferred Stock. If both directors so elected by
the holders of Series B Convertible Preferred Stock shall cease to serve as
directors before their terms shall expire, the holders of Series B Convertible
Preferred Stock then outstanding and entitled to vote for such directors may, at
a special meeting of such holders called as provided herein, elect successors to
hold office for the unexpired terms of the directors that such successors
replaced.

         Without the consent or affirmative vote of the holders of at least a
majority of the outstanding shares of Series B Convertible Preferred Stock,
voting separately as a class, the Corporation shall not authorize, create or
issue any shares of any other class or series of capital stock ranking senior to
or on a parity with the Series B Convertible Preferred Stock as to dividends or
upon liquidation.

         The affirmative vote or consent of the holders of at least a majority
of the outstanding shares of the Series B Convertible Preferred Stock, voting
separately as a class, will be required for any amendment, alteration or repeal,
whether by merger, consolidation or otherwise, of the Corporation's Articles of
Incorporation if the amendment, alteration or repeal materially and adversely
affects the powers, preferences or special rights of the Series B Convertible
Preferred Stock.

         Section 17. Outstanding Shares. For purposes hereof all shares of
Series B Convertible Preferred Stock shall be deemed outstanding except that,
from a Redemption

                                       11


Date pursuant to Section 5 hereof, all shares of Series B Convertible Preferred
Stock which have been so called for redemption under Section 5 shall not be
deemed to be outstanding, if funds or shares necessary for the redemption of
such shares are available.

                                    Article 3

         The proposed amendment of the Articles of Incorporation as set forth in
paragraph 2 hereinabove was adopted by the Board of Directors of the Corporation
on February 12 , 2002. Shareholders' approval was not required pursuant to
Section 14-2-1002 of the Georgia Business Corporation Code.

         IN WITNESS WHEREOF, BULL RUN CORPORATION has caused its duly authorized
officer to execute these Articles of Amendment as of this 12th day of February,
2002.

                                             BULL RUN CORPORATION

                                             /s/ ROBERT S. PRATHER, JR.
                                             ---------------------------
                                             Robert S. Prather, Jr.
                                             President


                                       12

EX-10.5

                                  EXHIBIT 10.5


       SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED OCTOBER 11, 2002






                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                     AMONG

               BR HOLDING, INC., CAPITAL SPORTS PROPERTIES, INC.,
                           HOST COMMUNICATIONS, INC.
                      AND DATASOUTH COMPUTER CORPORATION,
                                 AS BORROWERS,

                             BULL RUN CORPORATION,
                                  AS GUARANTOR

                           THE LENDERS PARTY HERETO,


                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                AS ISSUING BANK

                           WACHOVIA SECURITIES, INC.,
                     AS SOLE LEAD ARRANGER AND BOOK MANAGER

                                      AND

                      WACHOVIA BANK, NATIONAL ASSOCIATION,

                            AS ADMINISTRATIVE AGENT

                          DATED AS OF OCTOBER 11, 2002



                               TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                      
ARTICLE 1  DEFINITIONS..................................................................................         2

ARTICLE 2  THE LOANS, THE LETTERS OF CREDIT AND THE GUARANTY............................................        24
         Section 2.1         Extension of Credit .......................................................        24
         Section 2.2         Manner of Borrowing and Disbursement of Loans .............................        25
         Section 2.3         Interest ..................................................................        27
         Section 2.4         Fees ......................................................................        28
         Section 2.5         Prepayment/Reduction of Commitment ........................................        30
         Section 2.6         Repayment .................................................................        30
         Section 2.7         Notes; Loan Accounts ......................................................        33
         Section 2.8         Manner of Payment .........................................................        33
         Section 2.9         Reimbursement .............................................................        35
         Section 2.10        Pro Rata Treatment ........................................................        35
         Section 2.11        Application of Payments Prior to Acceleration .............................        36
         Section 2.12        Use of Proceeds ...........................................................        37
         Section 2.13        All Obligations to Constitute Joint and Several Obligations ...............        37
         Section 2.14        Maximum Borrower Liability ................................................        38
         Section 2.15        Maximum Rate of Interest ..................................................        40
         Section 2.16        Letters of Credit .........................................................        41
         Section 2.17        The Guaranty ..............................................................        45

ARTICLE 3  CONDITIONS PRECEDENT.........................................................................        48
         Section 3.1         Conditions Precedent to Closing ...........................................        48
         Section 3.2         Conditions Precedent to Each Advance ......................................        51
         Section 3.3         Conditions Precedent to Each Letter of Credit .............................        52

ARTICLE 4  REPRESENTATIONS AND WARRANTIES...............................................................        53
         Section 4.1         General Representations and Warranties ....................................        53
         Section 4.2         Representations and Warranties Relating to Accounts .......................        60
         Section 4.3         Survival of Representations and Warranties, etc ...........................        61

ARTICLE 5  GENERAL COVENANTS............................................................................        61
         Section 5.1         Preservation of Existence and Similar Matters .............................        61
         Section 5.2         Compliance with Applicable Law ............................................        62
         Section 5.3         Maintenance of Properties .................................................        62
         Section 5.4         Accounting Methods and Financial Records ..................................        62
         Section 5.5         Insurance .................................................................        62
         Section 5.6         Payment of Taxes and Claims ...............................................        63
         Section 5.7         Visits and Inspections ....................................................        63
         Section 5.8         Conduct of Business .......................................................        63
         Section 5.9         ERISA .....................................................................        63
         Section 5.10        Lien Perfection ...........................................................        63
         Section 5.11        Location of Collateral; Consignment of Inventory ..........................        64
         Section 5.12        Protection of Collateral ..................................................        64
         Section 5.13        Assignments and Records of Accounts .......................................        64



                                       i


                                                                                                      
         Section 5.14        Administration of Accounts ................................................        65
         Section 5.15        Bank Accounts .............................................................        65
         Section 5.16        Further Assurances ........................................................        65
         Section 5.17        Broker's Claims ...........................................................        66
         Section 5.18        Indemnity .................................................................        66
         Section 5.19        Environmental Matters .....................................................        66
         Section 5.20        [Reserved.] ...............................................................        67
         Section 5.21        Formation of Subsidiaries .................................................        67
         Section 5.22        E&Y Litigation ............................................................        67

ARTICLE 6  INFORMATION COVENANTS........................................................................        67
         Section 6.1         Monthly Financial Statements and Information ..............................        67
         Section 6.2         Quarterly Financial Statements and Information ............................        68
         Section 6.3         Annual Financial Statements and Information; Certificate of No Default ....        68
         Section 6.4         Performance Certificates ..................................................        68
         Section 6.5         Access to Accountants .....................................................        69
         Section 6.6         Additional Reports ........................................................        69
         Section 6.7         Notice of Litigation and Other Matters ....................................        70

ARTICLE 7  NEGATIVE COVENANTS...........................................................................        72
         Section 7.1         Indebtedness ..............................................................        72
         Section 7.2         Guaranties ................................................................        73
         Section 7.3         Liens .....................................................................        73
         Section 7.4         Restricted Payments and Purchases .........................................        73
         Section 7.5         Investments ...............................................................        74
         Section 7.6         Affiliate Transactions ....................................................        75
         Section 7.7         Liquidation; Change in Ownership, Name, or Year; Disposition or
                             Acquisition of Assets .....................................................        75
         Section 7.8         Capital Expenditures ......................................................        77
         Section 7.9         Minimum Adjusted EBITDA ...................................................        77
         Section 7.10        Minimum Net Worth .........................................................        77
         Section 7.11        Sales and Leasebacks ......................................................        77
         Section 7.12        Amendment and Waiver ......................................................        77
         Section 7.13        ERISA Liability ...........................................................        77
         Section 7.14        Prepayments ...............................................................        78
         Section 7.15        Negative Pledge ...........................................................        78
         Section 7.16        Holding Company Status ....................................................        78

ARTICLE 8  DEFAULT......................................................................................        78
         Section 8.1         Events of Default .........................................................        78
         Section 8.2         Remedies ..................................................................        81

ARTICLE 9  THE ADMINISTRATIVE AGENT.....................................................................        83
         Section 9.1         Appointment and Authorization .............................................        83
         Section 9.2         Interest Holders ..........................................................        83
         Section 9.3         Consultation with Counsel .................................................        84
         Section 9.4         Documents .................................................................        84
         Section 9.5         Administrative Agent and Affiliates .......................................        84




                                       ii


                                                                                                      
         Section 9.6         Responsibility of the Administrative Agent ................................        84
         Section 9.7         Action by Administrative Agent ............................................        84
         Section 9.8         Notice of Default or Event of Default .....................................        85
         Section 9.9         Responsibility Disclaimed .................................................        85
         Section 9.10        Indemnification ...........................................................        85
         Section 9.11        Credit Decision ...........................................................        86
         Section 9.12        Successor Administrative Agent ............................................        86
         Section 9.13        Administrative Agent May File Proofs of Claim .............................        86
         Section 9.14        Collateral ................................................................        87
         Section 9.15        Release of Collateral .....................................................        87
         Section 9.16        Security Documents ........................................................        88
         Section 9.17        Sole Lead Arranger and Book Manager .......................................        88

ARTICLE 10  MISCELLANEOUS...............................................................................        88
         Section 10.1        Notices ...................................................................        88
         Section 10.2        Expenses ..................................................................        90
         Section 10.3        Waivers ...................................................................        90
         Section 10.4        Set-Off ...................................................................        91
         Section 10.5        Assignment ................................................................        91
         Section 10.6        Counterparts; Facsimile Transmission ......................................        93
         Section 10.7        Governing Law .............................................................        94
         Section 10.8        Severability ..............................................................        94
         Section 10.9        Headings ..................................................................        94
         Section 10.10       Source of Funds ...........................................................        94
         Section 10.11       Entire Agreement ..........................................................        94
         Section 10.12       Amendments and Waivers ....................................................        94
         Section 10.13       Other Relationships .......................................................        95
         Section 10.14       Pronouns ..................................................................        95
         Section 10.15       Disclosure ................................................................        95
         Section 10.16       Replacement of Lender .....................................................        95
         Section 10.17       Confidentiality ...........................................................        96
         Section 10.18       Amendments to Loan Documents ..............................................        96

ARTICLE 11  YIELD PROTECTION............................................................................        96
         Section 11.1        Eurodollar Rate Basis Determination .......................................        96
         Section 11.2        Illegality ................................................................        96
         Section 11.3        Increased Costs ...........................................................        97
         Section 11.4        Effect On Other Advances ..................................................        98
         Section 11.5        Capital Adequacy ..........................................................        98

ARTICLE 12  JURISDICTION, VENUE AND WAIVER OF JURY TRIAL................................................        98
         Section 12.1        Jurisdiction and Service of Process .......................................        98
         Section 12.2        Consent to Venue ..........................................................        99
         Section 12.3        Waiver of Jury Trial ......................................................        99

ARTICLE 13  RELEASES....................................................................................       100
         Section 13.1        Release of Bank of America, N.A., as Administrative Agent under the
                             Prior Credit Agreement ....................................................       100
         Section 13.2        Release ...................................................................       100




                                      iii



                                
EXHIBITS
         Exhibit A         -        Form of Borrower Pledge Agreement
         Exhibit A-2       -        Form of Supplemental Borrower Pledge Agreement
         Exhibit B         -        Form of Borrowing Base Certificate
         Exhibit C         -        Form of Host Pledge Agreement
         Exhibit D         -        [Reserved]
         Exhibit E         -        Form of Notice of Conversion/Continuation
         Exhibit F         -        Form of Parent Pledge Agreement
         Exhibit G         -        Form of Partnership Pledge Agreement
         Exhibit H         -        Form of Purpose Credit Borrower Pledge Agreement
         Exhibit I         -        Form of Request for Advance
         Exhibit J         -        Form of Request for Issuance of Letter of Credit
         Exhibit K         -        Form of Revolving Loan Note
         Exhibit L         -        Form of Robinson Guaranty
         Exhibit M         -        Form of Robinson Pledge Agreement
         Exhibit N         -        Form of Security Agreement
         Exhibit O         -        Form of Subsidiary Guaranty
         Exhibit P         -        Form of Subsidiary Pledge Agreement
         Exhibit Q         -        Form of Subsidiary Security Agreement
         Exhibit R         -        Form of Trademark Security Agreement
         Exhibit S         -        Form of Tranche A Loan Note
         Exhibit T         -        Form of Tranche B Loan Note
         Exhibit U         -        Form of Borrower Loan Certificate
         Exhibit V         -        Form of Subsidiary Loan Certificate
         Exhibit W         -        Form of Parent Loan Certificate
         Exhibit X         -        Form of Performance Certificate

         SCHEDULES

         Schedule 1                 -       Commitment Ratios; Lender and Issuing Bank Addresses
         Schedule 2                 -       Liens
         Schedule 3                 -       Subordinated Debt
         Schedule 4.1(c)            -       Partnerships; Joint Ventures; Subsidiaries
         Schedule 4.1(d)            -       Capital Stock
         Schedule 4.1(h)            -       Material Contracts; Labor Matters
         Schedule 4.1(i)            -       Taxes
         Schedule 4.1(l)            -       Investments and Guaranties
         Schedule 4.1(m)            -       Liabilities; Litigation
         Schedule 4.1(o)            -       Intellectual Property; Licenses
         Schedule 4.1(w)            -       Real Property
         Schedule 4.1(x)            -       Environmental Matters
         Schedule 4.1(z)            -       Change of Name; Tradenames
         Schedule 5.11              -       Locations of Collateral
         Schedule 5.15              -       Bank Accounts
         Schedule 7.2               -       Guarantees
         Schedule 7.6               -       Affiliate Transactions




                                      iv


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11,
2002 among BR HOLDING, INC., a Georgia corporation ("Bull Run"), CAPITAL SPORTS
PROPERTIES, INC., a Delaware corporation ("Capital"), HOST COMMUNICATIONS,
INC., a Kentucky corporation ("Host") and DATASOUTH COMPUTER CORPORATION, a
Delaware corporation ("Datasouth", and together with Bull Run, Capital, and
Host, the "Borrowers"), BULL RUN CORPORATION (the "Parent" and as a Guarantor),
the LENDERS party hereto (the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION
(an "Issuing Bank"), and WACHOVIA BANK, NATIONAL ASSOCIATION (the
"Administrative Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Borrowers, the Parent, the lenders party thereto, Bank of
America, N.A. and Bank One, Kentucky, NA, as issuing banks, Wachovia Bank,
National Association (f/k/a First Union National Bank), as syndication agent,
and Bank of America, N.A., as administrative agent, are parties to that certain
Amended and Restated Credit Agreement dated as of July 27, 2001 (as amended and
modified and in effect) on the date hereof, the "Prior Credit Agreement"); and

         WHEREAS, the Borrowers, the Parent, the Lenders, the Issuing Banks and
the Administrative Agent have agreed to amend and restate the Prior Credit
Agreement in its entirety as, and in accordance with and subject to the terms
and conditions, set forth herein; and

         WHEREAS, each of the Borrowers and the Parent acknowledges and agrees
that the security interest granted to Bank of America, N.A., in its capacity as
administrative agent, pursuant to the Prior Credit Agreement and the other
"Loan Documents" (as defined in the Prior Credit Agreement), shall remain
outstanding and in full force and effect in accordance with the Prior Credit
Agreement and shall continue to secure the Obligations (as defined herein); and

         WHEREAS, Bull Run and Datasouth have agreed to secure the Tranche B
Loans and the Revolving Loans, together with the Tranche A Loans, with the
Collateral as a contemporaneous exchange for value based upon the Lenders'
agreement, pursuant to this Agreement on the terms and conditions set forth
herein, to extend the "Maturity Date" (as defined in the Prior Credit
Agreement) and reduce the "Interest Rate Margin" (as defined in the Prior
Credit Agreement) set forth in the Prior Credit Agreement; and

         WHEREAS, each of the Borrowers, the Parent, the Lenders, the Issuing
Banks and the Administrative Agent acknowledges and agrees that (a) the
Obligations (as defined herein) represent, among other things, the amendment,
restatement, renewal, extension, consolidation and modification of the
"Obligations" (as defined in the Prior Credit Agreement) arising in connection
with the Prior Credit Agreement and other "Loan Documents" (as defined in the
Prior Credit Agreement) executed in connection therewith; (b) the Borrowers,
the Parent, the Lenders, the Issuing Banks and the Administrative Agent intend
that the Prior Credit Agreement and the other "Loan Documents" (as defined in
the Prior Credit Agreement) executed in connection therewith and the collateral
pledged thereunder shall secure, without interruption or impairment


                                       1


of any kind, all existing "Indebtedness" (as defined in the Prior Credit
Agreement) under the Prior Credit Agreement and the other "Loan Documents" (as
defined in the Prior Credit Agreement) executed in connection therewith as they
may be amended, restated, renewed, extended, consolidated and modified
hereunder, together with all other obligations hereunder; (c) all "Liens" (as
defined in the Prior Credit Agreement) created by the Prior Credit Agreement
and the other "Loan Documents" (as defined in the Prior Credit Agreement)
executed in connection therewith are hereby ratified, confirmed and continued;
and (d) the Loan Documents (as defined herein) are intended to restate, renew,
extend, consolidate, amend and modify the Prior Credit Agreement and the other
"Loan Documents" (as defined in the Prior Credit Agreement) executed in
connection therewith; and

         WHEREAS, each of the Borrowers, the Parent, the Lenders, the Issuing
Banks and the Administrative Agent intend that (a) the provisions of the Prior
Credit Agreement and the other "Loan Documents" (as defined in the Prior Credit
Agreement) executed in connection therewith, to the extent restated, renewed,
extended, consolidated, amended and modified hereby, be hereby superseded and
replaced by the provisions hereof and of the other Loan Documents (as defined
herein); (b) the Notes (as defined herein) restate, renew, extend, consolidate,
amend, modify, replace, are substituted for and supersede in its entirety, but
do not extinguish, the "Indebtedness" (as defined in the Prior Credit
Agreement) evidenced by the "Notes" (as defined in the Prior Credit Agreement)
issued pursuant to the Prior Credit Agreement; and (c) by entering into and
performing their respective obligations hereunder, this transaction shall not
constitute a novation;

         WHEREAS, Deutsche Bank Trust Company Americas has agreed to become a
party this Agreement (as defined below) as a Lender; and

         NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, the parties hereto hereby amend and restate in its entirety the Prior
Credit Agreement as follows:

                                   ARTICLE 1
                                  DEFINITIONS

         "Account Debtor" shall mean any Person who is obligated under an
Account.

         "Accounts" shall mean all accounts, contract rights, chattel paper,
instruments, drafts, acceptances and documents of each Borrower arising from
the sale or lease of goods or the provision of services by each Borrower in the
ordinary course of its business, whether secured or unsecured, billed or
unbilled and whether now existing or hereafter created or arising, and
"Account" shall mean any one of the foregoing.

         "Adjusted EBITDA" shall mean, with respect to the Parent and its
Subsidiaries on a consolidated basis for any period, EBITDA for such period,
plus, without duplication and to the extent not included in EBITDA for such
period, (a) cash option income received during such period, (b) cash interest
income received during such period, (c) cash dividend income received


                                       2


during such period, and (d) to the extent treated as an operating expense for
such period, non-cash stock compensation expense.

         "Administrative Agent" shall mean Wachovia Bank, National Association,
acting as agent for the Issuing Banks and the Lenders, and any successor agent
appointed pursuant to Section 9.12.

         "Administrative Agent's Office" shall mean the office of the
Administrative Agent located at One Wachovia Center, 301 South College Street,
Charlotte, North Carolina 28288-0737, or such other office as may be designated
pursuant to the provisions of Section 10.1 of this Agreement.

         "Advance" or "Advances" shall mean amounts of the Loans advanced by
the Lenders to any of the Borrowers pursuant to Section 2.2 hereof on the
occasion of any borrowing.

         "Affiliate" shall mean any Person directly or indirectly controlling,
controlled by, or under common control with any Borrower, and any Person who is
a director, officer or partner of any Borrower. For purposes of this
definition, "control", when used with respect to any Person, includes, without
limitation, the direct or indirect beneficial ownership of ten percent (10%) or
more of the outstanding voting securities or voting equity of such Person or
the power to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise.

         "Agreement" shall mean this Agreement.

         "Agreement Date" shall mean the date as of which this Agreement is
dated.

         "Aggregate Commitment Ratios" shall mean the percentage in which the
Lenders are severally bound to make Advances to the Borrowers under the
Revolving Loan Commitment and the Term Loan Commitments, which, as of the
Agreement Date, are set forth (together with dollar amounts thereof) on
Schedule 1 attached hereto.

         "Aggregate Revolving Credit Obligations" shall mean, as of any
particular time, the sum of (a) the aggregate principal amount of all Revolving
Loans then outstanding, plus (b) the aggregate stated amount of all Letter of
Credit Obligations then outstanding.

         "AMT" shall mean AMT Datasouth Corp. (formerly known as Advanced
Matrix Technology, Inc.), a California corporation.

         "AMT Note" shall mean that certain Subordinated Promissory Note dated
July 1, 2002, issued by AMT in favor of Datasouth in the original principal
amount of $3,392,350.43, to amend and restate that certain Subordinated
Promissory Note dated September 27, 2000, issued by AMT in favor of Datasouth
in the original principal amount of $4,285,074.18.

         "AMT Subordination Agreement" shall mean that certain Subordination
Agreement dated July 25, 2002, executed by Datasouth and AMT in favor of Celtic
Capital Corporation, with respect to the AMT Note, and any replacement thereof
executed by Datasouth and AMT in


                                       3


favor of any lender which succeeds Celtic Capital Corporation as AMT's senior
lender in a form reasonably acceptable to the Administrative Agent.

         "Applicable Law" shall mean, in respect of any Person, all provisions
of constitutions, laws, statutes, rules, regulations, and orders of
governmental bodies or regulatory agencies applicable to such Person, and all
orders and decrees of all courts and arbitrators in proceedings or actions to
which the Person in question is a party or by which it is bound.

         "Assignment and Assumption Agreement" shall mean a form of Assignment
and Assumption Agreement in form and substance satisfactory to the
Administrative Agent, pursuant to which each Lender may, as further provided in
Section 10.5 hereof, sell or participate a portion of its Loans or Commitments.

         "Assignment of Note" shall mean that certain Second Amended and
Restated Assignment of Note of even date herewith from Datasouth in favor of
the Administrative Agent, on its behalf and on behalf of the Issuing Banks and
the Lenders, in form and substance acceptable to the Administrative Agent.

         "Authorized Signatory" shall mean as to any Person, such senior
personnel of such Person as may be duly authorized and designated in writing by
such Person to execute documents, agreements, and instruments on behalf of such
Person.

         "Available Letter of Credit Amount" shall mean, as of any particular
time, an amount equal to the lesser of (a) the Letter of Credit Commitment then
in effect and (b) the Available Revolving Loan Commitment.

         "Available Revolving Loan Commitment" shall mean, as of any particular
time, (a) the amount of the Revolving Loan Commitment minus (b) the Aggregate
Revolving Credit Obligations then outstanding.

         "Availability Reserves" shall mean the amount of reserves which the
Administrative Agent shall have established, in its reasonable discretion, as
the Administrative Agent shall have determined necessary, including, without
limitation, for (i) price adjustments and damages; (ii) unpaid rent or other
charges due and owing to any landlord, bailee, or warehouseman of any leased
premises where Collateral is located; and (iii) accrued but unpaid ad valorem
and personal property tax liability.

         "Avoidance Provisions" shall have the meaning ascribed thereto in
Section 2.14(a) hereof.

         "Bankruptcy Code" shall mean the United States Bankruptcy Code (11
U.S.C. Section 101 et seq.), as now or hereafter amended, and any successor
statute.

         "Base Rate" shall mean, at any time, a fluctuating and floating rate
per annum equal to the higher of: (a) 0.50% per annum above the latest Federal
Funds Rate; and (b) the rate of interest announced publicly by the
Administrative Agent from time to time, as its "prime rate" for the
determination of interest rate loans of varying maturities in United States
dollars to United States residents of varying degrees of credit worthiness.
Such "prime rate" is not


                                       4


necessarily the lowest rate of interest charged to borrowers of the
Administrative Agent, and the Administrative Agent may make commercial loans or
other loans at rates of interest at, above, or below such "prime rate". Each
change in the prime rate announced by the Administrative Agent shall take
effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Advance" shall mean an Advance which a Borrower requests to
be made as a Base Rate Advance or which is converted to a Base Rate Advance, in
accordance with the provisions of Sections 2.2, 11.2 or 11.3 hereof.

         "Board" shall mean the Board of Governors of the Federal Reserve
System.

         "Borrower Pledge Agreement" shall mean that certain Second Amended and
Restated Borrower Pledge Agreement of even date herewith executed by the
Borrowers in favor of the Administrative Agent, in substantially the form
attached hereto as Exhibit A, pursuant to which each of the Borrowers pledges
to the Administrative Agent, for its benefit and for the benefit of the Issuing
Banks and the Lenders, all of the Capital Stock, whether now owned or hereafter
acquired, of their respective Subsidiaries (and, with respect to any
wholly-owned foreign Subsidiary, 65% of such Capital Stock) and all other
Capital Stock owned or hereafter acquired by any Borrower (other than the
Tranche A Collateral), as the same may be amended, restated, supplemented or
otherwise modified from time to time hereafter.

         "Borrowers" shall have the meaning set forth in the introductory
paragraph to this Agreement.

         "Borrowing Base" shall mean, at any particular time, (a) the Eligible
Accounts minus (b) Availability Reserves.

         "Borrowing Base Certificate" shall mean a certificate of an Authorized
Signatory substantially in the form of Exhibit B attached hereto.

         "Bull Run" shall have the meaning set forth in the introductory
paragraph to this Agreement.

         "Business Day" shall mean any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of Georgia or is a day
on which banking institutions located in such state are closed; provided,
however, that when used with reference to a Eurodollar Advance (including the
making, continuing, prepaying or repaying of any Eurodollar Advance), the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in deposits of United States dollars on the London interbank market.

         "Call Option" shall have the meaning set forth in the Robinson
Guaranty.

         "Capital" shall have the meaning set forth in the introductory
paragraph to this Agreement.

         "Capital Expenditures" shall mean, for any period, on a consolidated
basis for the Parent and its Subsidiaries, the aggregate of all expenditures
made by the Parent or any of its


                                       5


Subsidiaries during such period that, in conformity with GAAP, are required to
be included in or reflected on the consolidated balance sheet as a capital
asset of the Parent and its Subsidiaries, excluding Capitalized Lease
Obligations.

         "Capital Stock" shall mean, as applied to any Person, any capital
stock (including, without limitation, all series of preferred stock of such
Person), general or limited partnership interests, limited liability company
interests or other equivalents of such Person, regardless of class or
designation, and all warrants, options, purchase rights, conversion or exchange
rights, voting rights, calls or claims of any character with respect thereto.

         "Capitalized Lease Obligation" shall mean that portion of any
obligation of a Person as lessee under a lease which at the time would be
required to be capitalized on the balance sheet of such lessee in accordance
with GAAP.

         "CBS Contract" shall mean that certain Letter Agreement dated as of
September 26, 2002, by and between Host and CBS Sports, a division of CBS
Broadcasting, Inc., the term of which commenced on September 27, 2002, executed
by Host and CBS Sports.

         "Change in Control" shall mean (a) with respect to the Parent,
approval by the stockholders of the Parent of a merger, reorganization,
consolidation, exchange of shares, recapitalization, restructuring or other
business combination which would result in (i) ownership of more than fifty
percent (50%) of the voting Capital Stock of the Parent being acquired by any
Person other than Robinson, the Robinson Affiliates or management of the
Borrowers as of the Agreement Date, or (ii) a change in the majority of the
Board of Directors of the Parent; or (b) with respect to each of the Borrowers,
the Parent ceasing to own and control, directly or indirectly, free of any Lien
or encumbrance other than Liens in favor of the Administrative Agent and the
Lenders, one hundred percent (100%) of the outstanding Capital Stock thereof,
except as permitted pursuant to Section 7.7(e) hereof, provided, that after any
such permitted merger or consolidation becomes effective, the Parent shall
continue to own and control, directly or indirectly, one hundred percent (100%)
of the outstanding Capital Stock of the surviving Borrower; or (c) any Borrower
sells all or substantially all of its assets to any Person other than another
Borrower.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean all property pledged as collateral security
for the Obligations pursuant to the Security Documents or otherwise, and all
other property of any Borrower that is now or hereafter in the possession or
control of the Administrative Agent, the Issuing Banks or any Lender or on
which the Administrative Agent, the Issuing Banks or any Lender has been
granted a Lien.

         "Collateral Disposition Proposal" shall have the meaning set forth in
Section 7.7(b)(iii) hereof.

         "Commitments" shall mean, collectively, the Revolving Loan Commitment
and the Term Loan Commitments.

         "Contributing Borrower" shall have the meaning set forth in Section
2.14(d) hereof.


                                       6


         "Customer Dispute" shall mean all instances in which (i) a customer of
any Borrower has rejected or returned the goods and such return or rejection
has been accepted by any Borrower as a valid return or rejection, or (ii) any
customer of a Borrower has otherwise affirmatively asserted grounds for
nonpayment of an Account, including, without limitation, any repossession of
goods by any Borrower, or any claim by an Account Debtor of total or partial
failure of delivery, set-off, counterclaim, breach of warranty or the
performance of services.

         "Datasouth" shall have the meaning set forth in the introductory
paragraph to this Agreement.

         "Date of Issue" shall mean the date on which an Issuing Bank issues a
Letter of Credit pursuant to Section 2.16 hereof.

         "Default" shall mean any Event of Default, and any of the events
specified in Section 8.1 hereof regardless of whether there shall have occurred
any passage of time or giving of notice (or both) that would be necessary in
order to constitute such event an Event of Default.

         "Default Rate" shall mean a simple per annum interest rate equal to,
(a) with respect to outstanding principal, the sum of (i) he applicable
Interest Rate Basis, plus (ii) the applicable Interest Rate Margin, plus (iii)
two percent (2%), and (b) with respect to all other Obligations, the sum of (i)
the Base Rate, plus (ii) the Interest Rate Margin, plus (iii) two percent (2%).

         "Dividends" shall mean, any direct or indirect distribution, dividend,
or payment to any Person on account of any Capital Stock of a Borrower or any
Subsidiary of a Borrower.

         "E&Y Litigation" shall mean the litigation filed by the Parent on
January 8, 2002 against Ernst & Young LLP, claiming negligent misrepresentation
in connection with the audit reports issued by Ernst & Young LLP on the audited
financial statements of Universal Sports America, Inc. prior to Bull Run's
acquisition of Universal Sports America, Inc. in December 1999.

         "EBITDA" shall mean, with respect to the Parent and its Subsidiaries
on a consolidated basis for any period, Operating Income for such period, plus,
without duplication and to the extent deducted from Operating Income for such
period in the statement of operations, the sum of (a) Interest Expense, (b)
income taxes, (c) depreciation and amortization expense, (d) equity in losses
in Affiliates in which the Parent has a direct or indirect ownership interest
in less than 100% of such Affiliate, and (e) the Robinson Compensation Amount
to the extent deducted from Operating Income; less, without duplication, to the
extent included in Operating Income, equity in earnings in Affiliates in which
the Parent has a direct or indirect ownership interest in less than 100% of
such Affiliate.

         "Eligible Accounts" shall mean, at any particular date, all Accounts
of the Borrowers on a consolidated basis, but excluding each of the following
Accounts:

                  (a)      Accounts (other than Accounts from corporate
partners) with respect to which more than ninety (90) days have elapsed since
the due date of the original invoice therefor or more than one hundred twenty
(120) days have elapsed since the date of the original invoice therefor and
Accounts from corporate partners with respect to which more than sixty (60)
days


                                       7


have elapsed since the due date of the original invoice therefor or more than
one hundred fifty (150) days have elapsed since the date of the original
invoice therefor;

                  (b)      with respect to which any of the representations,
warranties, covenants, and agreements contained in Section 4.2 are not or have
ceased to be complete and correct or have been breached;

                  (c)      with respect to which, in whole or in part, a check,
promissory note, draft, trade acceptance or other instrument for the payment of
money has been received, presented for payment and returned uncollected for any
reason;

                  (d)      as to which such Borrower has not performed, as of
the applicable calculation date, all of its obligations then required to have
been performed, including, without limitation, the delivery of merchandise or
rendition of services applicable to such Account;

                  (e)      as to which any one or more of the following events
has occurred with respect to the Account Debtor on such Account: death or
judicial declaration of incompetency of an Account Debtor who is an individual;
the filing by or against the Account Debtor of a request or petition for
liquidation, reorganization, arrangement, adjustment of debts, adjudication as
a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or
similar laws of the United States, any state or territory thereof, or any
foreign jurisdiction, now or hereafter in effect; the making of any general
assignment by the Account Debtor for the benefit of creditors; the appointment
of a receiver or trustee for the Account Debtor or for any of the assets of the
Account Debtor, including, without limitation, the appointment of or taking
possession by a "custodian," as defined in Title 11 of the United States Code;
the institution by or against the Account Debtor of any other type of
insolvency proceeding (under the bankruptcy laws of the United States or
otherwise) or of any formal or informal proceeding for the dissolution or
liquidation of, settlement of claims against, or winding up of affairs of, the
Account Debtor; the sale, assignment, or transfer of all or substantially all
of the assets of the Account Debtor; the nonpayment generally by the Account
Debtor of its debts as they become due; or the cessation of the business of the
Account Debtor as a going concern;

                  (f)      (i) those Accounts (other than Accounts covered
under item (i) of this definition below) of Account Debtors for whom fifty
percent (50%) or more of the aggregate dollar amount of such Account Debtor's
outstanding Accounts are classified as ineligible under the other criteria
other than this subsection set forth herein; or (ii) Accounts owed by any
single Account Debtor the aggregate dollar amount of which exceeds twenty-five
percent (25%) of the aggregate amount of all Accounts at such time, but only to
the extent of such excess;

                  (g)      owed by an Account Debtor which: (i) does not
maintain its chief executive office in the United States; or (ii) is not
organized under the laws of the United States or any state or province thereof;
or (iii) is the government of any foreign country or sovereign state, or of any
state, province, municipality, or other political subdivision thereof, or of
any department, agency, public corporation, or other instrumentality thereof;

                  (h)      owed by an Account Debtor which is an Affiliate or
employee of any Borrower;


                                       8


                  (i)      which is owed by an Account Debtor to which any
Borrower is indebted in any way, or which is subject to any right of setoff by
the Account Debtor, unless the Account Debtor has entered into an agreement
acceptable to the Administrative Agent to waive setoff rights;

                  (j)      which is subject to any Customer Dispute, but only
to the extent of such Customer Dispute;

                  (k)      which are owed by the government of the United
States, or any department, agency, public corporation, or other instrumentality
thereof, unless all required procedures for the effective collateral assignment
of the Account under the Federal Assignment of Claims Act of 1940 and any other
steps necessary to perfect the Administrative Agent's security interest in such
Account have been complied with to the Administrative Agent's reasonable
satisfaction with respect to such Account;

                  (l)      which is owed by any state, municipality, or other
political subdivision of the United States, or any department, agency, public
corporation, or other instrumentality thereof and as to which the
Administrative Agent reasonably determines that its security interest therein
is not or cannot be perfected;

                  (m)      which represent a sale (i) on a bill-and-hold basis,
or (ii) on a Guaranteed sale, sale and return, sale on approval, consignment,
or other repurchase or return basis;

                  (n)      which is evidenced by a promissory note or other
instrument or by chattel paper;

                  (o)      if the Account Debtor thereunder is located in West
Virginia, New Jersey or Minnesota unless if, at the time the Account was
created and at all times thereafter, (a) the applicable Borrower has filed and
has maintained effective a current Notice of Business Activities Report with
the appropriate office or agency of the State of West Virginia, New Jersey or
Minnesota, as applicable, or (b) the applicable Borrower was and has continued
to be exempt from the filing of such Report and has provided the Administrative
Agent with satisfactory evidence thereof;

                  (p)      as to which the applicable Account Debtor has not
been sent an invoice and the eventual due date is greater than one hundred
eighty (180) days from the date when the Account is first counted in the
Borrowing Base;

                  (q)      which is not a bona fide, valid and, to the best of
the Borrowers' knowledge, enforceable obligation of the Account Debtor
thereunder;

                  (r)      which are owed by an Account Debtor with whom any
Borrower has any agreement or understanding for deductions from the Account,
except for discounts or allowances which are made in the ordinary course of
business for prompt payment or volume purchases and which discounts or
allowances are reflected in the calculation of the face value of each invoice
related to such Account;


                                       9


                  (s)      which are not subject to a valid and continuing
first priority Lien in favor of the Administrative Agent pursuant to the
Security Documents as to which all action necessary or desirable to perfect
such security interest shall have been taken, and to which such Borrower has
good and marketable title, free and clear of any Liens (other than Liens in
favor of the Administrative Agent);

                  (t)      as to which the applicable Account Debtor has been
invoiced more than ninety (90) days preceding the due date for such invoice; or

                  (u)      as to which a security agreement, financing
statement, equivalent security or Lien instrument or continuation statement is
on file or of record in any public office, except as may have been filed in
favor of the Administrative Agent pursuant to the Security Documents.

         "Environmental Laws" shall mean any and all applicable federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees or requirements of any Governmental Authority regulating,
relating to or imposing liability or standards of conduct concerning
environmental protection matters, including without limitation, Hazardous
Materials, as now or may at any time during the term hereof be in effect.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as in effect on the Agreement Date and as such Act may be amended
thereafter from time to time.

         "ERISA Affiliate" shall mean any "affiliate" of any Borrower within
the meaning of Section 414 of the Code.

         "Eurodollar Advance" shall mean an Advance which a Borrower requests
to be made as a Eurodollar Advance or which is continued as or converted to a
Eurodollar Advance, in accordance with the provisions of Section 2.2 hereof.

         "Eurodollar Advance Period" shall mean, for each Eurodollar Advance,
each one, two, three, or six month period, as selected by the Borrowers
pursuant to Section 2.2 hereof, during which the applicable Eurodollar Rate
shall remain unchanged. Notwithstanding the foregoing, however: (i) any
applicable Eurodollar Advance Period which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding Business Day,
unless such Business Day falls in another calendar month, in which case such
Eurodollar Advance Period shall end on the next preceding Business Day; (ii)
any applicable Eurodollar Advance Period which begins on a day for which there
is no numerically corresponding day in the calendar month during which such
Eurodollar Advance Period is to end shall (subject to clause (i) above) end on
the last day of such calendar month; and (iii) no Eurodollar Advance Period
shall extend beyond the Maturity Date or such earlier date as would interfere
with the repayment obligations of the Borrowers under Section 2.6 hereof.
Interest shall be due and payable with respect to any Advance as provided in
Section 2.3 hereof.

         "Eurodollar Basis" shall mean a simple per annum interest rate equal
to the quotient of (i) the Eurodollar Rate divided by (ii) one minus the
Eurodollar Reserve Percentage, stated as a decimal. The Eurodollar Basis shall
be rounded upward to the nearest one hundredth of one percent (1/100%) and,
once determined, shall remain unchanged during the applicable


                                      10


Eurodollar Advance Period, except for changes to reflect adjustments in the
Eurodollar Reserve Percentage.

         "Eurodollar Rate" shall mean, for any Eurodollar Advance, for the
Eurodollar Advance Period of such Eurodollar Advance, the rate per annum
determined on the basis of the offered rate for deposits in U.S. dollars of
amounts equal or comparable to the principal amount of such Eurodollar Advance
offered for a term comparable to such Eurodollar Advance Period, which rates
appear on Telerate Page 3750 effective as of 11:00 A.M., London time, two (2)
London banking days prior to the first day of such Eurodollar Advance Period,
provided that if no such offered rates appear on such page, the "Eurodollar
Rate" for such Eurodollar Advance Period will be the arithmetic average
(rounded upward, if necessary, to the next higher 1/100th of 1%) of rates
quoted by not less than two (2) major lenders in New York City, selected by the
Administrative Agent, at approximately 10:00 A.M., New York City time, two (2)
London banking days prior to the first day of such Eurodollar Advance Period,
for deposits in U.S. dollars offered by leading European banks for a period
comparable to such Eurodollar Advance Period in an amount comparable to the
principal amount of such Eurodollar Advance.

         "Eurodollar Reserve Percentage" shall mean the percentage which is in
effect from time to time under Regulation D of the Board, as such regulation
may be amended from time to time, as the maximum reserve requirement applicable
with respect to Eurocurrency Liabilities (as that term is defined in Regulation
D), whether or not any Lender has any Eurocurrency Liabilities subject to such
reserve requirement at that time. The Eurodollar Basis for any Eurodollar
Advance shall be adjusted as of the effective date of any change in the
Eurodollar Reserve Percentage.

         "Event of Default" shall mean any of the events specified in Section
8.1 hereof, provided that any requirement for notice or lapse of time, or both,
has been satisfied.

         "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if the day for which such rate is
to be determined is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (ii) if such rate is not
so published for any day, the Federal Funds Rate for such day shall be the
average rate charged to the Administrative Agent on such day on such
transactions, as determined by the Administrative Agent.

         "Fee Letters" shall mean those certain fee letters of even date
herewith executed by the Borrowers and addressed to the Administrative Agent
and the Lenders.

         "Funded Debt" shall mean, with respect to the Parent and its
Subsidiaries on a consolidated basis and without duplication, (i) all then
currently outstanding obligations, liabilities and indebtedness of the types
described in subsections (a) through (g) of the definition of Indebtedness set
forth herein, including, but not limited to, all such obligations under the
Loan Documents.


                                      11


         "Funding Borrower" shall have the meaning set forth in Section 2.14(d)
hereof.

         "GAAP" shall mean, as in effect from time to time, United States
generally accepted accounting principles consistently applied.

         "Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "Guarantors" shall mean, collectively, the Parent, Robinson and each
Subsidiary of any Borrower that guarantees payment of the Obligations hereunder
and under the other Loan Documents.

         "Guaranty" or "Guaranteed," as applied to an obligation (each a
"primary obligation"), shall mean and include (a) any guaranty, direct or
indirect, in any manner, of any part or all of such primary obligation, and (b)
any agreement, direct or indirect, contingent or otherwise, the practical
effect of which is to assure in any way the payment or performance (or payment
of damages in the event of non-performance) of any part or all of such primary
obligation, including, without limiting the foregoing, any reimbursement
obligations as to amounts drawn down by beneficiaries of outstanding letters of
credit, and any obligation of any Person, whether or not contingent, (i) to
purchase any such primary obligation or any property or asset constituting
direct or indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of such primary obligation or (2) to maintain working
capital, equity capital or the net worth, cash flow, solvency or other balance
sheet or income statement condition of any other Person, (iii) to purchase
property, assets, securities or services primarily for the purpose of assuring
the owner or holder of any primary obligation of the ability of the primary
obligor with respect to such primary obligation to make payment thereof or (iv)
otherwise to assure or hold harmless the owner or holder of such primary
obligation against loss in respect thereof.

         "Hazardous Materials" shall mean any hazardous materials, hazardous
wastes, hazardous constituents, hazardous or toxic substances, petroleum
products (including crude oil or any fraction thereof), friable asbestos
containing materials defined or regulated as such in or under any Environmental
Law.
         "Host" shall have the meaning set forth in the introductory paragraph
to this Agreement.

         "Host Pledge Agreement" shall mean that certain Second Amended and
Restated Host Pledge Agreement of even date herewith executed by W. James Host
in favor of the Administrative Agent, in substantially the form attached hereto
as Exhibit C, pursuant to which James Host pledges to the Administrative Agent,
for its benefit and for the benefit of the Issuing Banks and the Lenders,
1,113,067 shares of common stock of the Parent and warrants, options or
purchase rights with respect to the purchase of 53,600 shares of common stock
of the Parent, as the same may be amended, restated, supplemented or otherwise
modified from time to time hereafter.

         "Initial Collateral Value" shall mean the value of any additional
Collateral pledged under the Robinson Pledge Agreement as of the date such
additional Collateral is pledged under the Robinson Pledge Agreement.


                                      12


         "Indebtedness" shall mean, with respect to the Parent and its
Subsidiaries and without duplication, (a) any obligation for borrowed money;
(b) any obligation evidenced by bonds, debentures, notes or other similar
instruments; (c) any obligation to pay the deferred purchase price of property
or for services (other than in the ordinary course of business); (d) any
Capitalized Lease Obligation; (e) any obligation or liability of others secured
by a Lien on property owned by any Borrower or any such Subsidiary, whether or
not such obligation or liability is assumed, the amount of liability to be the
fair market value of the property pledged; (f) any letter of credit issued for
the account of any Borrower or any such Subsidiary; (g) any net payment
obligation under any Interest Hedge Agreement; (h) any Guaranty; and (i) any
other obligation or liability which is required by GAAP to be shown as a
liability on a consolidated balance sheet of the Parent and its Subsidiaries
(except items of shareholders' equity or Capital Stock or surplus or general
contingency or deferred tax reserves or any other reserves required under
GAAP).

         "Insolvency Proceeding" shall have the meaning set forth in Section
2.17.

         "Interest Expense" shall mean, for any period, interest expense of the
Parent and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP, and including capitalized and non-capitalized interest and the
interest component of Capitalized Lease Obligations.

         "Interest Hedge Agreements" shall mean the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest
on a stated notional amount in exchange for periodic payments made by such
Person calculated by applying a fixed or a floating rate of interest on the
same notional amount and shall include, without limitation, interest rate
swaps, caps, floors, collars and similar agreements.

         "Interest Rate Basis" shall mean the Base Rate or the Eurodollar
Basis, as appropriate.

         "Interest Rate Margin" shall mean, (a) with respect to Base Rate
Advances, three-quarters percent (0.75%) and (b) with respect to Eurodollar
Advances and Letter of Credit Obligations, three and three-quarters percent
(3.75%), provided, however, that (i) in the event that Robinson pledges
additional Collateral under the Robinson Pledge Agreement which in the
aggregate have Initial Collateral Values equal to or greater then $10,000,000,
the Interest Rate Margin shall mean with respect to Eurodollar Advances and
Letter of Credit Obligations three and one-quarter percent (3.25%), and (ii)
during the period of any Robinson Collateral Event, the Interest Rate Margin
shall mean (c) with respect to Base Rate Advances, zero percent (0.00%) and (d)
with respect to Eurodollar Advances and Letter of Credit Obligations, two and
three-quarters percent (2.75%).

         "Inventory" shall mean all goods, merchandise and other personal
property owned and held for sale, and all raw materials, materials and supplies
of every nature which contribute to the finished products of the Borrowers in
the ordinary course of their business, whether now owned or hereafter acquired
by any Borrower.


                                      13


         "Investment" shall have the meaning set forth in Section 7.5 hereof.

         "Issuing Banks" shall mean Wachovia Bank, National Association and any
other Person who hereafter may be designated as an Issuing Bank pursuant to an
Assignment and Assumption Agreement or otherwise; and "Issuing Bank" shall mean
any one of the foregoing.

         "Lenders" shall mean those lenders whose names are set forth on the
signature pages hereof under the heading "Lenders" and any assignees of the
Lenders who hereafter become parties hereto pursuant to and in accordance with
Section 10.5 hereof; and "Lender" shall mean any one of the foregoing Lenders.

         "Letter of Credit Commitment" shall mean the several obligations of
the Issuing Banks to issue Letters of Credit in an aggregate face amount from
time to time not to exceed the lesser of (a) $5,000,000 and (b) the Revolving
Loan Commitment.

         "Letter of Credit Obligations" shall mean, at any time, the sum of (a)
an amount equal to the aggregate undrawn and unexpired amount (including the
amount to which any such Letter of Credit can be reinstated pursuant to the
terms hereof) of the then outstanding Letters of Credit and (b) an amount equal
to the aggregate drawn, but unreimbursed drawings of any Letters of Credit.

         "Letter of Credit Reserve Account" shall mean any account maintained
by the Administrative Agent for the benefit of any Issuing Bank, the proceeds
of which shall be applied as provided in Section 8.2(e) hereof.

         "Letters of Credit" shall mean letters of credit issued to support
obligations of the Borrowers in the ordinary course of its business issued by
an Issuing Bank on behalf of the Borrowers from time to time in accordance with
Section 2.16 hereof.

         "Lien" shall mean, with respect to any property, any mortgage, lien,
pledge, negative pledge agreement, assignment, charge, security interest, title
retention agreement, levy, execution, seizure, attachment, garnishment, or
other encumbrance of any kind in respect of such property, whether or not
choate, vested, or perfected.

         "Loan Account" shall have the meaning set forth in Section 2.7 hereof.

         "Loan Documents" shall mean this Agreement, the Notes, the Security
Documents, the Fee Letters, all Requests for Advance, all Borrowing Base
Certificates, Interest Hedge Agreements between the Borrowers, on the one hand,
and the Administrative Agent (or an affiliate of the Administrative Agent), one
or more of the Issuing Banks (or an affiliate of an Issuing Bank) or one or
more of the Lenders (or an affiliate of a Lender), on the other hand, and all
other documents, instruments, certificates, side letter agreements, and
agreements executed or delivered in connection with or contemplated by this
Agreement.

         "Loans" shall mean, collectively, the amounts advanced by the Lenders
to the Borrowers under the Commitments, not to exceed the amount of the
Commitments, and evidenced by the Notes, and shall include the Revolving Loans,
the Tranche A Loan and the Tranche B Loan.


                                      14


         "Margin Stock" shall mean "margin stock" within the meaning of
Regulations T, U and X (12 C.R.F. Parts 221 and 224) of the Board.

         "Materially Adverse Effect" shall mean any materially adverse effect
upon (a) the business, assets, liabilities, condition (financial or otherwise),
or results of operations of the Borrowers and their Subsidiaries taken as a
whole, (b) the Collateral, (c) the ability of the Borrowers and their
Subsidiaries taken as a whole to perform under this Agreement or any other Loan
Document, or (d) the rights, benefits or interests of the Administrative Agent,
the Issuing Banks or the Lenders in or to this Agreement, any other Loan
Document or the Collateral, in each case, resulting from any act, omission,
situation, status, event, or undertaking, either singly or taken together.

         "Maturity Date" shall mean September 30, 2003, or such earlier date as
payment of the Loans shall be due (whether by acceleration or otherwise) in
accordance with the terms hereof.

         "Maximum Borrower Liability" shall have the meaning assigned thereto
in Section 2.14(a) hereof.

         "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

         "Necessary Authorizations" shall mean all material authorizations,
consents, permits, approvals, licenses, and exemptions from, and all filings
and registrations with, and all reports to, any Governmental Authority whether
federal, state, local, and all agencies thereof, which are required for the
conduct of the businesses and the ownership (or lease) of the properties and
assets of the Borrowers and the sale of their Inventory.

         "Net Cash Proceeds" shall mean, with respect to any sale, lease,
transfer or other disposition of assets by any Borrower or any issuance by any
Borrower of any Capital Stock or the incurrence by any Borrower of any Funded
Debt (other than the Obligations), the aggregate amount of cash received for
such assets or Capital Stock, or as a result of such Funded Debt, net of (i)
reasonable and customary transaction costs, (ii) taxes, in each case properly
attributable to such transaction and payable by such Borrower or its
shareholders in connection with such sale, lease, transfer or other disposition
of assets or the issuance of any Capital Stock or the incurrence of any Funded
Debt, including, without limitation, sales commissions and underwriting
discounts payable to Persons who are not Affiliates of any Borrower, and (iii)
in the case of a sale, transfer or other disposition of assets, net of all
payments required to be made by the Borrowers as a result of such event to
repay Indebtedness (other than the Loans) secured by such asset.

         "Net Worth" shall mean, as of any date and with respect to any Person,
such Person's total shareholders' equity (including Capital Stock, additional
paid-in capital and retained earnings, after deducting treasury stock) which
would appear as such on a balance sheet of such Person as of such date prepared
on a consolidated basis.

         "Notes" shall mean, collectively, the Term Loan Notes and the
Revolving Loan Notes.

         "Notice of Conversion/Continuation" shall mean a notice in
substantially the form of Exhibit E attached hereto.


                                      15


         "Obligations" shall mean (a) all payment and performance obligations
of each Borrower to the Lenders, the Issuing Banks and the Administrative Agent
under this Agreement and the other Loan Documents (including all Letters of
Credit Obligations and including any interest, fees and expenses that, but for
the provisions of the Bankruptcy Code, would have accrued), as they may be
amended from time to time, or as a result of making the Loans or issuing the
Letters of Credit, (b) the obligation to pay an amount equal to the amount of
any and all damages which the Administrative Agent, the Issuing Banks and the
Lenders, or any of them, may suffer by reason of a breach by any Borrower of
any obligation, covenant, or undertaking with respect to this Agreement or any
other Loan Document, and (c) any obligations of any Borrower to the
Administrative Agent (or an affiliate of the Administrative Agents) or any
Lender (or an affiliate of a Lender) under any Interest Hedge Agreement
permitted hereunder.

         "Operating Income" shall mean for any period, the consolidated net
income (or deficit) from operations of the Parent and its Subsidiaries for such
period, determined in accordance with GAAP.

         "Other Debtor Relief Law" shall have the meaning set forth in Section
2.14(a) hereof.

         "Overadvance Amount" shall mean, at any time, the greater of (a) the
Aggregate Revolving Credit Obligations at such time minus the Borrowing Base at
such time, and (b) zero.

         "Parent" shall have the meaning set forth in the introductory
paragraph to this Agreement.

         "Parent Pledge Agreement" shall mean that certain Second Amended and
Restated Parent Pledge Agreement of even date herewith executed by the Parent
in favor of the Administrative Agent, in substantially the form attached hereto
as Exhibit F, pursuant to which the Parent pledges to the Administrative Agent,
for its benefit and for the benefit of the Issuing Banks and the Lenders, all
of the Capital Stock, whether now owned or hereafter acquired, of Bull Run, as
the same may be amended, restated, supplemented or otherwise modified from time
to time hereafter.

         "Partnership Pledge Agreement" shall mean that certain Second Amended
and Restated Partnership Pledge Agreement of even date herewith executed by the
Robinson-Prather Partnership in favor of the Administrative Agent, in
substantially the form attached hereto as Exhibit G, pursuant to which the
Robinson-Prather Partnership pledges to the Administrative Agent, for its
benefit and for the benefit of the Issuing Banks and the Lenders, 1,284,000
shares of Capital Stock of the Parent, as the same may be amended, restated,
supplemented or otherwise modified from time to time hereafter.

         "Payment Date" shall mean the last day of each Eurodollar Advance
Period for a Eurodollar Advance.

         "Permitted Liens" shall mean, as applied to any Person:

                  (a)      Any Lien in favor of the Administrative Agent, the
Issuing Banks or the Lenders given to secure the Obligations;


                                      16


                  (b)      Liens on real estate for real estate taxes not yet
delinquent and Liens for taxes, assessments, judgments, governmental charges or
levies, or claims (other than any Lien imposed pursuant to any of the
provisions of ERISA) not yet delinquent or the non-payment of which is being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves have been set aside on such Person's books, but only if such
Lien would not reasonably be expected to have a Materially Adverse Effect
either on the rights of the Administrative Agent, or the Administrative Agent's
Lien, in any of the Collateral;

                  (c)      Liens of carriers, warehousemen, mechanics,
laborers, suppliers, workers and materialmen incurred in the ordinary course of
business for sums not yet due or being diligently contested in good faith, if
such reserve or appropriate provision, if any, as shall be required by GAAP
shall have been made therefor, but only if such Liens are junior in priority to
the Liens in favor of the Administrative Agent;

                  (d)      Liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance or other types
of social security benefits;

                  (e)      Easements, rights-of-way, restrictions, and other
similar encumbrances on the use of real property which in the reasonable
opinion of the Administrative Agent do not interfere with the ordinary conduct
of the business of such Person or materially affect the value of any
Collateral;

                  (f)      Purchase money security interests and liens arising
in connection with Capitalized Lease Obligations provided that any such Lien
attaches only to the asset so purchased or leased by such Person and secures
only Indebtedness incurred by such Person in order to purchase or lease such
asset, but only to the extent permitted by Section 7.1(d) hereof;

                  (g)      Deposits to secure the performance of bids, trade
contracts, tenders, sales, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

                  (h)      Liens on assets of the Borrowers existing on the
Agreement Date which are set forth on Schedule 2 attached hereto; and

                  (i)      At any time after exercise of the Call Option and
payment of the Purchase Price (as defined in the Robinson Guaranty), Liens in
favor of Robinson with respect to the Call Option Collateral (as defined in the
Robinson Guaranty).

         "Person" shall mean an individual, corporation, partnership, trust,
joint stock company, limited liability company, unincorporated organization, or
a government or any agency or political subdivision thereof.

         "Plan" shall mean an employee benefit plan within the meaning of
Section 3(3) of ERISA or any other plan maintained for employees of any Person
or any Affiliate of such Person.

         "Pledge Agreements" shall mean, collectively, the Borrower Pledge
Agreement, the Supplemental Borrower Pledge Agreement, the Purpose Credit
Borrower Pledge Agreement, the


                                      17


Parent Pledge Agreement, the Partnership Pledge Agreement, the Subsidiary
Pledge Agreement, the Host Pledge Agreement and the Robinson Pledge Agreement.

         "Prior Credit Agreement" shall have the meaning ascribed to such term
in the Recitals to this Agreement.

         "Property" shall mean any real property or personal property (tangible
or intangible), plant, building, facility, structure, underground storage tank
or unit, equipment, Inventory or other asset owned, leased or operated by any
Borrower or any Subsidiary of any Borrower (including, without limitation, any
surface water thereon or adjacent thereto, and soil and groundwater
thereunder).

         "Purpose Credit Borrower Pledge Agreement" shall mean that certain
Second Amended and Restated Purpose Credit Borrower Pledge Agreement of even
date herewith executed by the Borrowers in favor of the Administrative Agent,
in substantially the form attached hereto as Exhibit H, pursuant to which each
of the Borrowers pledges to the Administrative Agent, for its benefit and for
the benefit of the Issuing Banks and the Lenders, the Tranche A Collateral, as
the same may be amended, restated, supplemented or otherwise modified from time
to time hereafter.

         "Reimbursement Obligations" shall mean the payment obligations of the
Borrowers under Section 2.16(d) hereof.

         "Replacement Event" shall have the meaning ascribed thereto in Section
10.16 hereof.

         "Replacement Lender" shall have the meaning ascribed thereto in
Section 10.16 hereof.

         "Reportable Event" shall have the meaning set forth in Section 4043(c)
of ERISA and the regulations thereunder, but shall not include any event which
is not subject to the thirty (30) day notice requirement of such regulations
other than 29 Code of Federal Regulations Sections 2615.11, 2615.12 and
2615.19.

         "Request for Advance" shall mean any certificate signed by an
Authorized Signatory requesting on behalf of a Borrower an Advance hereunder
which will increase the aggregate amount of the Loans outstanding, which
certificate shall be denominated a "Request for Advance," and shall be in
substantially the form of Exhibit I attached hereto. Each Request for Advance
shall, among other things, specify the date of the Advance, which shall be a
Business Day, the amount of the Advance, and the type of Advance.

         "Request for Issuance of Letter of Credit" shall mean any certificate
signed by an Authorized Signatory of a Borrower requesting that an Issuing Bank
issue a Letter of Credit hereunder, which certificate shall be in substantially
the form of Exhibit J attached hereto, and shall, among other things, specify
(a) the stated amount of the Letter of Credit (which shall be in United States
Dollars), (b) the effective date (which shall be a Business Day) for the
issuance of such Letter of Credit, (c) the date on which such Letter of Credit
is to expire (which shall be a Business Day and which shall be subject to
Section 2.16(a) hereof), (d) the Person for whose benefit such Letter of Credit
is to be issued, (d) other relevant terms of such Letter of Credit, and


                                      18


(f) the Available Letter of Credit Amount as of the scheduled date of issuance
of such Letter of Credit.

         "Restricted Payment" shall mean (a) Dividends, (b) any payment of
management, consulting or similar fees payable by any Borrower or any
Subsidiary of any Borrower to any Affiliate, excluding payments made to any
other Borrower, (c) any direct or indirect payment to any Person on account of
the Indebtedness evidenced by the Summit Subordinated Notes or on account of
any other subordinated Indebtedness, and (d) payment or other distribution made
by any Borrower or any Subsidiary of any Borrower to the Parent, including,
without limitation, any such payment or other distribution to the Parent for
the purpose of making any payment (including any payment of principal or
interest) on the Subordinated Debt.

         "Restricted Purchase" shall mean any payment on account of the
purchase, redemption, or other acquisition or retirement of any shares of
Capital Stock of any Borrower or any Subsidiary of any Borrower or of the
Parent.

         "Revolving Commitment Ratios" shall mean the percentages in which the
Lenders are severally bound to make Advances to the Borrowers under the
Revolving Loan Commitment, which, as of the Agreement Date, are set forth
(together with dollar amounts thereof) on Schedule 1 attached hereto.

         "Revolving Loan Commitment" shall mean the several obligations of the
Lenders to advance to the Borrowers $20,000,000, on and after the Agreement
Date, in accordance with their respective Revolving Commitment Ratios, pursuant
to the terms hereof, and as such amount may be reduced from time to time,
pursuant to the terms hereof. Each reference to the Revolving Loan Commitment
contained in this Agreement shall be deemed to refer to the Revolving Loan
Commitment then in effect.

         "Revolving Loan Notes" shall mean those certain amended and restated
promissory notes of even date in the aggregate principal amount of $20,000,000,
issued by the Borrowers to each of the Lenders and substantially in the form of
Exhibit K attached hereto, and any extensions, renewals or amendments to, or
replacements of, the foregoing.

         "Revolving Loans" shall mean, collectively, the amounts advanced from
time to time by the Lenders to the Borrowers under the Revolving Loan
Commitment, not to exceed the amount of the Revolving Loan Commitment, and
evidenced by the Revolving Loan Notes.

         "Robinson" shall mean J. Mack Robinson, a Georgia resident, and his
heirs, legal representatives, successors and assigns.

         "Robinson Affiliates" shall mean the Robinson-Prather Partnership and
those other Persons set forth on Schedule 4.1(d) under the heading "Capital
Stock of the Parent owned by Robinson and Robinson Affiliates."

         "Robinson Collateral Event" shall mean any period during which the
current market value of the marketable securities pledged by Robinson pursuant
to the Robinson Pledge Agreement shall be equal to or greater than 120% of the
sum of (a) the then outstanding Term Loans plus (b) the Revolving Loan
Commitment in effect at such time, such value to be


                                      19

determined by the price of such marketable securities at the close of business
on the New York Stock Exchange (or such other exchange on which such marketable
securities are listed) on the Business Day prior to the date each Robinson
Notice is delivered (pursuant to the first and third sentence of Section 6.6(e)
hereof) or due (pursuant to the second sentence of Section 6.6(e) hereof), or on
any date upon which the Administrative Agent calculates, in its sole discretion,
the value thereof. Such period shall be deemed to begin on the Business Day that
the Administrative Agent receives a Robinson Notice pursuant to the first
sentence of Section 6.6(e) hereof. Any Robinson Collateral Event shall be deemed
to continue until the earlier of (i) the receipt by the Administrative Agent of
a Robinson Notice pursuant to the third sentence of Section 6.6(e) hereof, (ii)
the non-receipt by the Administrative Agent of any monthly Robinson Notice
required pursuant to the second sentence of Section 6.6(e) hereof and (iii) a
determination by the Administrative Agent, in its sole discretion, that the
conditions set forth in this definition are no longer being satisfied.

         "Robinson Compensation Amount" shall mean the amount of any non-cash
compensation, in the form of shares of common stock of the Parent, paid to
Robinson in exchange for the Robinson Guaranty.

         "Robinson Guaranty" shall mean that certain Second Amended and Restated
Guaranty and Call Agreement of even date herewith between Robinson and the
Administrative Agent, on its behalf, and on behalf of the Lenders and the
Issuing Banks, substantially in the form of Exhibit L attached hereto, as the
same may be amended, restated, supplemented or otherwise modified from time to
time hereafter.

         "Robinson Notice" shall mean any notice delivered by Robinson or any
Borrower to the Administrative Agent in connection with a Robinson Collateral
Event. Each such notice shall be accompanied by valuation calculations in
connection with the relevant Robinson Collateral Event in form and detail
satisfactory to the Administrative Agent.

         "Robinson Pledge Agreement" shall mean that certain Second Amended and
Restated Robinson Pledge Agreement of even date herewith executed by Robinson in
favor of the Administrative Agent, substantially in the form of Exhibit M
attached hereto, pursuant to which Robinson pledges to the Administrative Agent,
for its benefit and for the benefit of the Issuing Banks and the Lenders the
shares of Capital Stock set forth on Schedule 1 thereto, and such other shares
of Capital Stock as may be required by the terms thereof, as the same may be
amended, restated, supplemented or otherwise modified from time to time
hereafter.

         "Security Agreement" shall mean that certain Second Amended and
Restated Security Agreement of even date herewith among the Borrowers and the
Administrative Agent, on its behalf and on behalf of the Lenders and the Issuing
Banks, substantially in the form of Exhibit N hereto, as the same may be
amended, restated, supplemented or otherwise modified from time to time
hereafter.

         "Security Documents" shall mean, collectively, the Security Agreement,
the Subsidiary Security Agreement, the Trademark Security Agreement, the Pledge
Agreements, the Assignment of Note, all UCC-1 financing statements and any other
document, instrument or


                                       20


agreement granting Collateral for the Obligations, as the same may be amended,
restated, supplemented or otherwise modified from time to time hereafter.

         "Subordinated Debt" shall mean Indebtedness evidenced by the
Subordinated Note.

         "Subordinated Note" shall mean, collectively, those certain
Subordinated Notes dated as of December 17, 1999, issued by the Parent in favor
of the former shareholders of Host and Capital identified on Schedule 3, in the
original principal amounts as listed on Schedule 3, not to exceed $20,000,000 in
the aggregate, and the agreements, instruments and documents related thereto.

         "Subsidiary" shall mean, as applied to any Person, (a) any corporation
of which fifty percent (50%) or more of the outstanding stock (other than
directors' qualifying shares) having ordinary voting power to elect a majority
of its board of directors, regardless of the existence at the time of a right of
the holders of any class or classes of securities of such corporation to
exercise such voting power by reason of the happening of any contingency, or any
partnership or limited liability company of which fifty percent (50%) or more of
the outstanding partnership or limited liability company interests having
ordinary voting power to elect the general partner or a majority of the
managers, members or other governing board, regardless of the existence at the
time of a right of the holders of any class or classes of securities of such
entity to exercise such voting power by reason of the happening of any
contingency is at the time owned by such Person, or by one or more Subsidiaries
of such Person, or by such Person and one or more Subsidiaries of such Person,
and (b) any other entity which is controlled or capable of being controlled by
such Person, or by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries of such Person. Notwithstanding anything to the
contrary contained herein, Players Communication Network, LLC, shall not
constitute a Subsidiary of the Parent or any Borrower for purposes of this
Agreement and the other Loan Documents.

         "Subsidiary Guaranty" shall mean that certain Second Amended and
Restated Subsidiary Guaranty among certain direct and indirect Subsidiaries of
the Borrowers (other than foreign Subsidiaries) and the Administrative Agent, on
its behalf, and on behalf of the Lenders and the Issuing Banks, substantially in
the form of Exhibit O attached hereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

         "Subsidiary Pledge Agreement" shall mean any Subsidiary Pledge
Agreement executed by direct or indirect Subsidiaries of the Borrowers (other
than foreign Subsidiaries) having any Subsidiaries in favor of the
Administrative Agent, in substantially the form attached hereto as Exhibit P,
pursuant to which each of such Subsidiaries shall pledge to the Administrative
Agent, for its benefit and for the benefit of the Issuing Banks and the Lenders,
all of the Capital Stock, whether now owned or hereafter acquired, of its
Subsidiaries (and, with respect to any wholly-owned foreign Subsidiary, 65% of
such Capital Stock), as the same may be amended, restated, supplemented or
otherwise modified from time to time.

         "Subsidiary Security Agreement" shall mean that certain Second Amended
and Restated Subsidiary Security Agreement among certain direct and indirect
Subsidiaries of the Borrowers (other than foreign Subsidiaries) and the
Administrative Agent, on its behalf and on behalf of the


                                       21


Lenders and the Issuing Banks, substantially in the form of Exhibit Q hereto, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.

         "Summit Payment" shall mean the payment of the final $590,000 principal
payment due under the Summit Subordinated Notes on or before September 30, 2002,
such payment to be made from the proceeds of Capital Stock or other forms of
capital junior in payment to the Lenders and upon terms acceptable to the
Lenders.

         "Summit Subordinated Notes" shall mean, collectively, (i) that certain
Promissory Note issued by Streetball Partners International, Inc. in favor of
Cris Carrico in an original principal amount of $590,000, and (ii) that certain
Promissory Note issued by Streetball Partners International, Inc., in favor of
Dan Cramer in an original principal amount of $590,000, and the agreements,
instruments and documents related to each of such Promissory Notes.

         "Supplemental Borrower Pledge Agreement" shall mean that certain
Supplemental Borrower Pledge Agreement of even date herewith executed by the
Borrowers in favor of the Administrative Agent, in substantially the form
attached hereto as Exhibit A-2, pursuant to which each of the Borrowers pledges
to the Administrative Agent, for its benefit and for the benefit of the Issuing
Banks and the Lenders, the Tranche A Collateral.

         "Term Commitment Ratios" shall mean the percentages in which the
Lenders are severally bound to make Advances to the Borrowers under the Term
Loan Commitment, which, as of the Agreement Date, are set forth (together with
dollar amounts thereof) on Schedule 1 attached hereto.

         "Term Loan Commitments" shall mean, collectively, the Tranche A Loan
Commitment and the Tranche B Loan Commitment.

         "Term Loan Obligations" shall mean, collectively, any and all
Obligations of the Borrowers to pay to the Administrative Agent and the Lenders
the principal of, interest or fees on, collection costs for, or any other sums
owing in respect of the Term Loans or the Term Loan Notes.

         "Term Loan Notes" shall mean, collectively, the Tranche A Loan Notes
and the Tranche B Loan Notes.

         "Term Loans" shall mean, collectively, the Tranche A Loan and the
Tranche B Loan.

         "Trademark Security Agreement" shall mean, collectively, any Trademark
Security Agreement among the Borrowers or any Subsidiaries of the Borrowers and
the Administrative Agent, on its behalf and on behalf of the Issuing Banks and
the Lenders, substantially in the form of Exhibit R, as any such agreement shall
be modified, amended or restated from time to time hereafter.

         "Tranche A Collateral" shall mean the collateral pledged to the
Administrative Agent for the benefit of itself, the Issuing Banks and the
Lenders pursuant to the Purpose Credit Borrower Pledge Agreement and the
Supplemental Borrower Pledge Agreement.


                                       22



         "Tranche A Loan" shall mean, collectively, the amounts advanced by the
Lenders to the Borrowers under the Tranche A Loan Commitment, not to exceed the
amount of the Tranche A Loan Commitment, and evidenced by the Tranche A Loan
Notes.

         "Tranche A Loan Commitment" shall mean the several obligations of the
Lenders to advance the sum of $21,447,106.25, in accordance with their
respective Term Commitment Ratios, to the Borrowers pursuant to the terms
hereof.

         "Tranche A Loan Notes" shall mean those certain Tranche A Promissory
Notes of even date herewith in the aggregate principal amount of $21,447,106.25,
in substantially the form of Exhibit S attached hereto, and any amendments,
replacements, extensions or renewals thereof.

         "Tranche A Loan Obligations" shall mean, collectively, any and all
Obligations of the Borrowers to pay to the Administrative Agent and the Lenders
the principal of, interest or fees on, collection costs for, or any other sums
owing in respect of the Tranche A Loan or the Tranche A Loan Notes.

         "Tranche B Loan" shall mean, collectively, the amounts advanced by the
Lenders to the Borrowers under the Tranche B Loan Commitment, not to exceed the
amount of the Tranche B Loan Commitment, and evidenced by the Tranche B Loan
Notes.

         "Tranche B Loan Commitment" shall mean the several obligations of the
Lenders to advance the sum of $52,484,589.19, in accordance with their
respective Term Commitment Ratios, to the Borrowers pursuant to the terms
hereof.

         "Tranche B Loan Notes" shall mean those certain Tranche B Promissory
Notes of even date herewith in the aggregate principal amount of $52,484,589.19,
in substantially the form of Exhibit T attached hereto, and any amendments,
replacements, extensions or renewals thereof.

         "Uniform Customs" shall mean the Uniform Customs and Practice for
Documentary Credits (1994 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended from time to time.

         Each definition of an agreement in this Article 1 shall include such
instrument or agreement as modified, amended, supplemented or otherwise modified
from time to time with, if required, the prior written consent of all of the
Lenders, except as provided in Section 10.12 hereof, and except where the
context otherwise requires, definitions imparting the singular shall include the
plural and vice versa. Except where otherwise specifically restricted, reference
to a party to a Loan Document includes that party and its successors and
assigns. An Event of Default shall "exist", "continue" or be "continuing" until
such Event of Default has been waived in writing in accordance with Section
10.12 hereof. All terms used herein which are defined in Article 9 of the
Uniform Commercial Code in effect in the State of Georgia on the date hereof and
which are not otherwise defined herein shall have the same meanings herein as
set forth therein. All accounting terms used herein without definition shall be
used as defined under GAAP. All financial calculations hereunder shall, unless
otherwise stated, be determined for the Parent on a consolidated basis with its
Subsidiaries.

                                       23


                                   ARTICLE 2
                THE LOANS, THE LETTERS OF CREDIT AND THE GUARANTY

         Section 2.1 Extension of Credit. Subject to the terms and conditions
of, and in reliance upon the representations and warranties made in, this
Agreement and the other Loan Documents, the Lenders have extended and agree,
severally in accordance with their respective Revolving Commitment Ratios and
Term Commitment Ratios, and not jointly, to extend credit to the Borrowers in an
aggregate principal amount not to exceed $93,931,695.44.

                  (a)      The Revolving Loans. The Lenders agree, severally in
         accordance with their respective Revolving Commitment Ratios and not
         jointly, upon the terms and subject to the conditions of this
         Agreement, to lend and relend to the Borrowers, prior to the Maturity
         Date, principal amounts which in the aggregate at any one time
         outstanding do not exceed the Available Revolving Loan Commitment.
         Subject to the terms and conditions hereof and prior to the Maturity
         Date, Advances under the Revolving Loan Commitment may be repaid and
         reborrowed from time to time on a revolving basis.

                  (b)      The Tranche A Loan. The Lenders have made, severally
         in accordance with their respective Term Commitment Ratios and not
         jointly, upon the terms and subject to the conditions of this
         Agreement, Tranche A Loans to the Borrowers in an aggregate principal
         amount equal to the Tranche A Loan Commitment. After the Agreement
         Date, Loans under the Tranche A Loan Commitment may be continued or
         converted pursuant to a Notice of Conversion/Continuation as provided
         in Section 2.2(b)(ii) and Section 2.2(c)(ii) below in order to reborrow
         Base Rate Advances or Eurodollar Advances for new Eurodollar Advance
         Periods; provided, however, there shall be no increase in the aggregate
         principal amount outstanding under the Tranche A Loan Commitment at any
         time after the Agreement Date.

                  (c)      The Tranche B Loan. The Lenders have made, severally
         in accordance with their respective Term Commitment Ratios relating to
         the Tranche B Loan Commitment and not jointly, upon the terms and
         subject to the conditions of this Agreement, Tranche B Loans to the
         Borrowers in an aggregate principal amount equal to the Tranche B Loan
         Commitment. After the Agreement Date, Loans under the Tranche B Loan
         Commitment may be continued or converted pursuant to a Notice of
         Conversion/Continuation as provided in Section 2.2(b)(ii) and Section
         2.2(c)(ii) below in order to reborrow Base Rate Advances or Eurodollar
         Advances for new Eurodollar Advance Periods; provided, however, there
         shall be no increase in the aggregate principal amount outstanding
         under the Tranche B Loan Commitment at any time after the Agreement
         Date.

                  (d)      The Letters of Credit. Subject to the terms and
         conditions hereof, each Issuing Bank agrees to issue Letters of Credit
         for the account of the Borrowers pursuant to Section 2.16 hereof in an
         aggregate outstanding face amount for all Issuing Banks, not to exceed
         the Letter of Credit Commitment at any time.


                                       24


Section 2.2     Manner of Borrowing and Disbursement of Loans.

         (a)      Choice of Interest Rate, etc. Any Advance shall, at the option
of the Borrowers, be made either as a Base Rate Advance or as a Eurodollar
Advance (except for the first two (2) Business Days after the Agreement Date,
during which period the Loans shall bear interest as a Base Rate Advance);
provided, however, that (i) if the Borrowers fail to give the Administrative
Agent written notice specifying whether a Eurodollar Advance is
to be repaid, continued or converted on a Payment Date, such Eurodollar Advance
shall be converted to a Base Rate Advance on the Payment Date, and (ii) the
Borrowers may not select a Eurodollar Advance (A) with respect to an Advance,
the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.16
hereof, or (B) if, at the time of such Advance, a Default or an Event of Default
has occurred and is continuing. Any notice given to the Administrative Agent in
connection with a requested Advance hereunder shall be given to the
Administrative Agent prior to 11:00 a.m. (Eastern time) in order for such
Business Day to count toward the minimum number of Business Days required.

         (b)      Base Rate Advances.

                  (i)      Initial and Subsequent Advances. A Borrower shall
         give the Administrative Agent, in the case of Base Rate Advances, not
         later than 11:00 a.m. (Eastern time) on the Business Day of a proposed
         Advance, irrevocable prior notice by telephone or telecopy and shall
         confirm any such telephone notice with a written Request for Advance;
         provided, however, that the failure by a Borrower to confirm any notice
         by telephone or telecopy with a Request for Advance shall not
         invalidate any notice so given.

                  (ii)     Repayments and Conversions. A Borrower may (a) at any
         time repay or prepay a Base Rate Advance, or (b) upon at least three
         (3) Business Days' irrevocable prior written notice to the
         Administrative Agent in the form of a Notice of
         Conversion/Continuation, convert all or a portion of the principal
         thereof to one or more Eurodollar Advances. Upon the date indicated by
         such Borrower, such Base Rate Advance shall be so repaid or converted,
         as applicable.

                  (iii)    Miscellaneous. Notwithstanding any term or provision
         of this Agreement which may be construed to the contrary, each Base
         Rate Advance shall be in a principal amount of no less than $100,000
         and in an integral multiple of $50,000 in excess thereof.

         (c)      Eurodollar Advances.

                  (i)      Initial and Subsequent Advances. A Borrower shall
         give the Administrative Agent in the case of Eurodollar Advances at
         least three (3) Business Days' irrevocable prior notice by telephone or
         telecopy and shall immediately confirm any such telephone notice with a
         written Request for Advance; provided, however, that the failure by a
         Borrower to confirm any notice


                                       25


         by telephone or telecopy with a Request for Advance shall not
         invalidate any notice so given.

                  (ii)     Repayments, Continuations and Conversions. At least
         three (3) Business Days prior to each Payment Date for a Eurodollar
         Advance, a Borrower shall give the Administrative Agent written notice
         in the form of a Notice of Continuation/Conversion specifying whether
         all or a portion of any Eurodollar Advance outstanding on such Payment
         Date (a) is to be continued in whole or in part as a new Eurodollar
         Advance, in which case such notice shall also specify the Eurodollar
         Advance Period which such Borrower shall have selected for such new
         Eurodollar Advance, (b) is to be converted in whole or in part to a
         Base Rate Advance, or (c) is to be repaid and not continued or
         converted. Upon such Payment Date, such Eurodollar Advance will,
         subject to the provisions hereof, be so repaid, continued or converted,
         as applicable.

                  (iii)    Miscellaneous. Notwithstanding any term or provision
         of this Agreement which may be construed to the contrary, each
         Eurodollar Advance shall be in a principal amount of no less than
         $500,000 and in an integral multiple of $100,000 in excess thereof, and
         at no time shall the aggregate number of all Eurodollar Advances then
         outstanding exceed one (1) under each of the Revolving Loan Commitment,
         the Tranche A Loan Commitment and the Tranche B Loan Commitment.

         (d)      Notification of Lenders. Upon receipt of a (i) Request for
Advance or a telephone or telecopy request for Advance, or (ii) notification
from an Issuing Bank that a draw has been made under any Letter of Credit, or
(iii) notice from a Borrower with respect to any outstanding Advance prior to
the Payment Date for such Advance, the Administrative Agent shall promptly
notify each Lender by telephone or telecopy of the contents thereof and the
amount of each Lender's portion of any such Advance. Each Lender shall, not
later than 12:00 noon (Eastern time) on the date specified for such Advance in
such notice, make available to the Administrative Agent at the Administrative
Agent's office, or at such account as the Administrative Agent shall designate,
the amount of such Lender's portion of the Advance in immediately available
funds.

         (e)      Disbursement. Prior to 1:00 p.m. (Eastern time) on the date of
an Advance hereunder, the Administrative Agent shall, subject to the
satisfaction of the conditions set forth in Article 3 hereof, disburse the
amounts made available to the Administrative Agent by the Lenders to the
Borrowers. Unless the Administrative Agent shall have received notice from a
Lender prior to 12:30 p.m. (Eastern time) on the date of any Advance that such
Lender will not make available to the Administrative Agent such Lender's ratable
portion of such Advance, the Administrative Agent may assume that such Lender
has made or will make such portion available to the Administrative Agent on the
date of such Advance and the Administrative Agent may, in its sole discretion
and in reliance upon such assumption, make available to the Borrowers on such
date a corresponding amount. If and to the extent such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender
agrees to repay to the


                                       26


Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrowers until the date such amount is repaid to the Administrative Agent,
at the Federal Funds Rate. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's portion of the applicable Advance for purposes of this Agreement and if
both such Lender and the Borrowers shall pay and repay such corresponding
amount, the Administrative Agent shall promptly relend to the Borrowers such
corresponding amount. If such Lender does not repay such corresponding amount
immediately upon the Administrative Agent's demand therefor, the Administrative
Agent shall notify the Borrowers and the Borrowers shall immediately pay such
corresponding amount to the Administrative Agent. The failure of any Lender to
fund its portion of any Advance shall not relieve any other Lender of its
obligation, if any, hereunder to fund its respective portion of the Advance on
the date of such borrowing, but no Lender shall be responsible for any such
failure of any other Lender. In the event that a Lender for any reason fails or
refuses to fund its portion of an Advance in violation of this Agreement, then,
until such time as such Lender has funded its portion of such Advance, or all
other Lenders have received payment in full (whether by repayment or prepayment)
of the principal and interest due in respect of such Advance, such non-funding
Lender shall (i) have no right to vote regarding any issue on which voting is
required or advisable under this Agreement or any other Loan Document, and such
non-funding Lender's Aggregate Commitment Ratios shall be excluded from the
calculation of the required percentages for the definition of Majority Lenders,
and (ii) shall not be entitled to receive any payments of principal, interest or
fees from the Administrative Agent (or the other Lenders) in respect of its
Loans.

         (f)      Deemed Request for Advance. Unless payment is otherwise timely
made by the Borrowers, the becoming due of any amount required to be paid under
this Agreement or any of the other Loan Documents as principal, accrued
interest, fees or other charges shall be deemed irrevocably to be a Request for
Advance on the due date of, and in an aggregate amount required to pay, such
principal, accrued interest, fees or other charges, and the proceeds of a
Revolving Loan made pursuant thereto may be dispersed by way of direct payment
of the relevant Obligation and shall bear interest as a Base Rate Advance. The
Administrative Agent and the Lenders shall have no obligation to any of the
Borrowers to honor any deemed Request for Advance, but may do so in their sole
discretion and without regard to the existence of, and without being deemed to
have waived, any Default or Event of Default.

Section 2.3     Interest.


         (a)      On Loans. Interest on Advances under the Revolving Loans and
interest on the Term Loans, subject to Section 2.3(b) and (c) hereof, shall be
payable as follows:

                  (i)      On Base Rate Advances. Interest on each Base Rate
         Advance shall be computed for the actual number of days elapsed on the
         basis of a hypothetical year of 360 days and shall be payable monthly
         in arrears on the first day of each month for the prior month. Interest
         on Base Rate Advances then outstanding shall

                                       27


         also be due and payable on the Maturity Date. Interest shall accrue and
         be payable on each Base Rate Advance made with respect to the Revolving
         Loans and the Term Loans at the simple per annum interest rate equal to
         the sum of (i) the Base Rate, plus (ii) the applicable Interest Rate
         Margin.

                  (ii)     On Eurodollar Advances. Interest on each Eurodollar
         Advance shall be computed on the basis of a hypothetical 360-day year
         for the actual number of days elapsed and shall be payable in arrears
         on (x) the Payment Date for such Advance, and (y) if the Eurodollar
         Advance Period for such Advance is greater than one (1) months, on each
         one (1) month anniversary of such Advance. Interest on Eurodollar
         Advances then outstanding shall also be due and payable on the Maturity
         Date. Interest shall accrue and be payable on each Eurodollar Advance
         made with respect to the Revolving Loans and the Term Loans at a rate
         per annum equal to the sum of (i) the Eurodollar Basis applicable to
         such Eurodollar Advance, and (ii) the applicable Interest Rate Margin.

                  (iii)    If No Notice of Selection of Interest Rate. If a
         Borrower fails to give the Administrative Agent timely notice of the
         selection of a Eurodollar Basis, or if the Administrative Agent is
         unable to timely determine a Eurodollar Basis for any Advance, the Base
         Rate shall apply to such Advance. If a Borrower fails to elect to
         reborrow any Eurodollar Advance then outstanding prior to the last
         Payment Date applicable thereto in accordance with the provisions of
         Section 2.2 hereof, as applicable, the Base Rate shall apply to such
         Advance commencing on and after such Payment Date.

         (b)      Intentionally Omitted.

         (c)      Upon Default. Upon the occurrence of an Event of Default,
interest on the outstanding Obligations shall accrue at the Default Rate from
the date of such Event of Default. Interest accruing at the Default Rate shall
be payable on demand and in any event on the Maturity Date and shall accrue
until the earliest to occur of (i) waiver of the applicable Event of Default in
accordance with Section 10.12 hereof, (ii) agreement by all of the Lenders to
rescind the charging of interest at the Default Rate, or (iii) payment in full
of the Obligations. The Lenders shall not be required to (i) accelerate the
maturity of the Loans, (ii) terminate the Commitments, or (iii) exercise any
other rights or remedies under the Loan Documents in order to charge interest
hereunder at the Default Rate.

         (d)      Computation of Interest. In computing interest on any Advance,
the date of making the Advance shall be included and the date of payment shall
be excluded; provided, however, that if an Advance is repaid on the date that it
is made, one (1) day's interest shall be due with respect to such Advance.

Section 2.4       Fees.

         (a)      Fee Letter. The Borrowers, jointly and severally, agree to pay
to the Administrative Agent and the Lenders such fees as are set forth in the
Fee Letters.

                                       28



         (b)      Unused Line Fee. The Borrowers, jointly and severally, agree
to pay to the Administrative Agent for the account of the Lenders, in accordance
with the Lenders' Revolving Commitment Ratios, an unused line fee on the amount
of the Available Revolving Loan Commitment then in effect for each day from the
Agreement Date through the Maturity Date (or the date of any earlier prepayment
in full of the Obligations), at a rate of one-quarter of one percent (0.25%) per
annum. Such unused line fee shall be computed on the basis of a hypothetical
year of 360 days for the actual number of days elapsed, shall be payable
quarterly in arrears for each fiscal quarter on the first (1st) day of each
fiscal quarter for the immediately preceding fiscal quarter, and if then unpaid,
on the Maturity Date (or the date of any earlier prepayment in full of the
Obligations), and shall be fully earned when due and non-refundable when paid.

         (c)      Letter of Credit Fees.

                  (i)      The Borrowers shall pay to the Lenders, in accordance
         with the Lenders' respective Revolving Commitment Ratios, a fee on the
         stated amount of any outstanding Letters of Credit for each day from
         the Date of Issue through the expiration date of each Letter of Credit
         (or the date of any earlier prepayment in full of the Obligations) at a
         rate per annum on the amount of the Letter of Credit Obligations equal
         to the applicable Interest Rate Margin. Such Letter of Credit fee shall
         be computed on the basis of a hypothetical year of 360 days for the
         actual number of days elapsed, shall be payable quarterly in arrears
         for each fiscal quarter on the first day of each quarter for the
         immediately preceding calendar quarter, and if then unpaid, on the
         Maturity Date (or the date of any earlier prepayment in full of the
         Obligations), and shall be fully earned when due and non-refundable
         when paid.

                  (ii)     The Borrowers shall also pay to each Issuing Bank (A)
         a fee on the stated amount of each Letter of Credit issued by such
         Issuing Bank for each day from the Date of Issue through the expiration
         date of each such Letter of Credit (or any earlier prepayment in full
         of the Obligations) at a rate of one-eighth of one percent (0.125%) per
         annum, which fee shall be computed on the basis of a hypothetical year
         of 360 days for the actual number of days elapsed, shall be payable
         quarterly in arrears on the first day of each fiscal quarter for the
         immediately preceding fiscal quarter, and, if unpaid on the Maturity
         Date (or any earlier prepayment in full of the Obligations) and (B) any
         customary fees charged by the Issuing Banks for issuance and
         administration of such Letters of Credit. The foregoing fees shall be
         fully earned when due, and non-refundable when paid.

                  (d)      Overadvance Fee. The Borrowers, jointly and
         severally, agree to pay to the Lenders (except during the period of any
         Robinson Collateral Event), in accordance with the Lenders' respective
         Revolving Commitment Ratio, a fee on the amount of the average
         outstanding daily Overadvance Amount at a rate of two percent (2%) per
         annum. Such fee shall be computed on the basis of a hypothetical year
         of 360 days for the actual number of days elapsed, shall be payable
         monthly in arrears twenty (20) days after the end of each month in
         which such fees are accrued, and shall be fully earned when due and
         non-refundable when paid.


                                       29


Section 2.5     Prepayment/Reduction of Commitment.

         (a)      The principal amount of any Base Rate Advance may be prepaid
in full or in part at any time, without penalty, and without notice, and the
principal amount of any Eurodollar Advance may be prepaid prior to the
applicable Payment Date, upon three (3) Business Days' prior written notice to
the Administrative Agent, provided that the Borrowers shall reimburse the
Lenders and the Administrative Agent, on the earlier of demand or the Maturity
Date, for any loss or out-of-pocket expense incurred by the Lenders or the
Administrative Agent in connection with such prepayment, as set forth in Section
2.9 hereof. Each notice of prepayment shall be irrevocable, and each such
prepayment shall include the accrued interest on the amount so prepaid. Upon
receipt of any notice of prepayment or, in the case of Base Rate Advances, the
receipt of such payment, the Administrative Agent shall promptly notify each
Lender of the contents thereof by telephone or telecopy and of such Lender's
portion of the prepayment. Other than with respect to amounts required to be
applied to the Loans pursuant to Section 2.6(c) hereof, prepayments of principal
hereunder shall be in minimum amounts of $500,000 and integral multiples of
$100,000 in excess thereof. Each such prepayment of Advances outstanding under
the Term Loans shall be applied, on a pro rata bass, first, to the amount of
principal payments due under Section 2.6(c) hereof, and, second, to the
remaining Advances outstanding thereunder. Any prepayment of Advances
outstanding under the Revolving Loan Commitment shall not reduce the Revolving
Loan Commitment.

         (b)      The Borrowers shall have the right, at any time and from time
to time after the Agreement Date and prior to the Maturity Date, upon at least
five (5) Business Days' prior written notice to the Administrative Agent,
without premium or penalty except as may be set forth herein, to cancel or
reduce permanently all or a portion of the Revolving Loan Commitment on a pro
rata basis among the Lenders in accordance with the Revolving Commitment Ratios,
provided that any such partial reduction shall be made in an amount not less
than $1,000,000 and in integral multiples of $500,000 in excess thereof. As of
the date of cancellation or reduction set forth in such notice, the Revolving
Loan Commitment shall be permanently reduced to the amount stated in the
Borrowers' notice for all purposes herein, and the Borrowers shall pay to the
Administrative Agent for the account of the Lenders the amount necessary to
reduce the principal amount of the Revolving Loans then outstanding to not more
than the amount of the Revolving Loan Commitment as so reduced, together with
accrued interest on the amount so prepaid and the unused line fee set forth in
Section 2.4(b) accrued through the date of the reduction with respect to the
amount reduced, and shall reimburse the Administrative Agent and the Lenders for
any loss or out-of-pocket expense incurred by any of them in connection with
such payment as set forth in Section 2.9.

Section 2.6       Repayment.

         (a)      Intentionally Omitted.

         (b)      The Revolving Loans. All unpaid principal and accrued interest
on the Revolving Loans shall be due and payable in full on the Maturity Date.


                                       30


         (c)      The Term Loans. As of the dates set forth below, the aggregate
amount of all payments of the outstanding principal balance of the Term Loans
made after the Agreement Date shall be equal to or greater than the amounts as
set forth below for such dates:



                                                              Minimum Aggregate Prepayment
                Date                                                      Amount
- -------------------------------------                   ---------------------------------------
                                                     
         January 15, 2003                                               $5,000,000
         April 15, 2003                                                 $5,000,000
         July 15, 2003                                                  $5,000,000


         Additionally, the Term Loans shall be repaid as may be required by
Section 2.6(d) hereof. Any remaining unpaid principal and interest on the Term
Loans shall be due and payable in full on the Maturity Date. Any prepayments of
the Term Loans hereunder shall be applied on a pro rata basis to the payment of
the outstanding principal balance of the Term Loans.

         (d)      Other Mandatory Repayments; Reduction of Commitments.

                  (i)      In the event that after the Agreement Date, the
         Parent or any Borrower or any Subsidiary of any Borrower shall issue
         any Capital Stock (other than in connection with the last sentence of
         this Section 2.6(d)(i)), one hundred percent (100%) of the Net Cash
         Proceeds received by the Parent, such Borrower or such Subsidiary from
         such issuance shall be paid on the date of receipt thereof by the
         Parent, such Borrower, or such Subsidiary to the Lenders as a mandatory
         payment of the Loans. Subject to the provisions of Section 8.2(d)
         hereof, the payment due hereunder shall be applied, on a pro rata
         basis, to reduce the outstanding principal balance of the Term Loans,
         and any surplus shall be applied to repay outstanding Revolving Loans.
         Nothing in this Section shall authorize any Borrower to issue any
         Capital Stock or incur any Funded Debt except as expressly permitted by
         this Agreement. The Revolving Loan Commitment shall not be permanently
         reduced by the amount of any payment of the Revolving Loans due under
         this Section 2.6(d)(i). Notwithstanding the foregoing, the Parent or
         any Borrower or any Subsidiary of any Borrower may issue any Capital
         Stock in connection with any equity contribution or a series of equity
         contributions, up to an aggregate amount of $12,500,000, less the
         amount, if any, of subordinated Indebtedness outstanding pursuant to
         Section 7.1(l) hereof occurring after the Agreement Date and prior to
         Maturity Date, provided, that such Capital Stock does not permit early
         redemption, acceleration or any payment of any obligations thereunder
         (other than payment in Capital Stock of such Person) prior to six
         months after the Maturity Date.

                  (ii)     In the event any Borrower or any Subsidiary of any
         Borrower shall sell any of its assets, including Collateral sold
         pursuant to Section 7.7(b)(iii) hereof (other than (x) sales of
         Inventory in the ordinary course of business, (y) sales of other assets
         for a sales price of less than $250,000 in the aggregate during any
         fiscal year, and (z) sales of obsolete equipment with a sale value not


                                       31


         greater than $500,000 in the aggregate for all such assets that may be
         sold during any year), one hundred percent (100%) of the Net Cash
         Proceeds received by such Borrower or such Subsidiary from such sale
         shall be paid on the date of receipt thereof by such Borrower as a
         mandatory payment of the Loans. The Net Cash Proceeds shall be applied
         to the Revolving Loans to the extent that such proceeds result from the
         sale or loss of any asset which (a) has been replaced by a similar or
         comparable asset purchased prior to the date of such sale, or (b) is
         being replaced or will be replaced within one hundred eighty (180) days
         after the receipt of such Net Cash Proceeds with an asset useful or
         necessary in the business of the Borrowers; provided, however, that the
         Borrowers shall (A) notify the Administrative Agent in writing on or
         before the earlier of (I) the date the replacement asset is purchased
         or (II) the date of applicable sale of its intention to replace the
         asset to be sold or sold, as the case may be, and (B) (I) with respect
         to any replacement asset purchased prior to the sale of the asset to be
         replaced, notify the Administrative Agent in writing on or before the
         180th day following the purchase of the replacement asset that the
         asset to be replaced has been sold or (II) with respect to any asset
         sold that is to be replaced, notify the Administrative Agent in writing
         on or before the 180th day following such asset sale that the
         replacement asset has been acquired. If (x) the Borrowers do not give
         the requisite notice of its intention to replace the asset to be sold,
         (y) the replacement asset has not been acquired within such one hundred
         eighty (180) day period or (z) any excess Net Cash Proceeds exist after
         payment on the Revolving Loans as provided above, then in each such
         event the applicable Net Cash Proceeds shall be applied, first, on a
         pro rata basis, to the outstanding principal amount of the Term Loans,
         and the excess, if any, shall be applied to the principal on the
         Revolving Loans then outstanding. In the event that the payment due
         hereunder exceeds the Loans then outstanding, such amount received by
         the Administrative Agent shall be applied to any other Obligations, and
         any surplus shall be returned to the Borrowers. Nothing in this Section
         shall authorize any Borrower to sell, lease, abandon, transfer, trade
         or otherwise dispose of any assets except as expressly permitted by
         this Agreement. The Revolving Loan Commitment shall not be permanently
         reduced by the amount of any payment of the Revolving Loans due under
         the second sentence of this Section 2.6(d)(ii), but will be permanently
         reduced by the amount of any payment of the Revolving loans due under
         the third sentence of this Section 2.6(d)(ii).

                  (iii)    In the event that any Borrower makes the Summit
         Payment, the Revolving Loan Commitment shall be permanently reduced by
         the amount of the Summit Payment, and the Borrowers shall make a
         permanent prepayment of the Revolving Loans in an amount equal to the
         excess, if any, of the Aggregate Revolving Credit Obligations then
         outstanding over the Revolving Loan Commitment.

                  (iv)     In the event that Bull Run receives from the Parent
         any proceeds from the E&Y Litigation pursuant to Section 5.22 hereof,
         Bull Run shall make a mandatory prepayment of the Loans in the amount
         of one hundred percent (100%)

                                       32


         of the such proceeds, less any related reasonable fees and expenses in
         connection therewith.

Section 2.7       Notes; Loan Accounts.

         (a)      The Loans shall be repayable in accordance with the terms and
provisions set forth herein, and shall be evidenced by the Notes. One each of
the Revolving Loan Notes shall be payable to the order of each Lender in
accordance with the respective Revolving Commitment Ratio of such Lender. One
each of the Tranche A Loan Notes and Tranche B Loan Notes shall be payable to
the order of each Lender in accordance with the respective Term Commitment Ratio
of such Lender. The Notes shall be issued by the Borrowers to the Lenders and
shall be duly executed and delivered by Authorized Signatories.

         (b)      The Administrative Agent shall open and maintain on its books
in the name of the Borrowers a loan account with respect to the Loans and
interest thereon (the "Loan Account"). The Administrative Agent shall debit such
Loan Account for the principal amount of each Advance made by it on behalf of
the Lenders, accrued interest thereon, and all other amounts which shall become
due from the Borrowers pursuant to this Agreement and shall credit the Loan
Account for each payment which the Borrowers shall make in respect to the
Obligations. The records of the Administrative Agent with respect to such Loan
Account shall be conclusive evidence of the Loans and accrued interest thereon,
absent manifest error.

Section 2.8       Manner of Payment.

         (a)      When Payments Due.

                  (i)      Each payment (including any prepayment) by the
         Borrowers on account of the principal of or interest on the Loans,
         fees, and any other amount owed to the Lenders, the Issuing Banks or
         the Administrative Agent under this Agreement, the Notes, or the other
         Loan Documents shall be made not later than 1:00 p.m. (Eastern time) on
         the date specified for payment under this Agreement or any other Loan
         Document to the Administrative Agent at the Administrative Agent's
         Office, for the account of the Lenders, the Issuing Banks or the
         Administrative Agent, as the case may be, in lawful money of the United
         States of America in immediately available funds. Any payment received
         by the Administrative Agent after 1:00 p.m. (Eastern time) shall be
         deemed received on the next Business Day; provided, however, that
         payments received after 1:00 p.m. (Eastern time) but before 3:00 p.m.
         (Eastern time) shall be deemed received on the next Business Day for
         purposes of calculating interest but shall not give rise to an Event of
         Default under Section 8.1(b) hereof. In the case of a payment for the
         account of a Lender, the Administrative Agent will promptly thereafter
         distribute the amount so received in like funds to such Lender. If the
         Administrative Agent shall not have received any payment from the
         Borrowers as and when due, the Administrative Agent will promptly
         notify the Lenders accordingly.


                                       33


                  (ii)     If any payment under this Agreement or any of the
         Notes shall be specified to be made upon a day which is not a Business
         Day, it shall be made on the next succeeding day which is a Business
         Day, and such extension of time shall in such case be included in
         computing interest and fees, if any, in connection with such payment.

(b)      No Deduction.

                  (i)      The Borrowers, jointly and severally, agree to pay
         principal, interest, fees, and all other amounts due hereunder or under
         the Notes without set-off or counterclaim or any deduction whatsoever.
         If any Borrower shall hereafter be required by law to deduct any taxes
         from or in respect of any sum payable hereunder or under any Note to
         any Lender, any Issuing Bank or the Administrative Agent, (A) the sum
         payable shall be increased as may be necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this Section 2.8(b)), such Lender, Issuing Bank or the
         Administrative Agent (as the case may be) receives an amount equal to
         the sum it would have received had no such deductions been made, (B)
         the Borrowers shall make such deductions and (C) the Borrowers shall
         pay the full amount deducted to the relevant taxation authority or
         other authority in accordance with Applicable Law.

                  (ii)     Each Lender agrees to deliver to the Borrowers and
         the Administrative Agent from time to time, a true and correct
         certificate executed in duplicate by a duly authorized officer of such
         Lender before or promptly upon the occurrence of any event requiring a
         change in the most recent certificate previously delivered by it to the
         Borrowers and the Administrative Agent pursuant to this Section 2.8(b).
         The execution and delivery hereof by a Lender shall be deemed to be a
         certification that such Lender falls within subsection (A) below, and
         no further certificates need to be delivered by such Lender until the
         occurrence of one of the events set forth in the preceding sentence.
         Each certificate required to be delivered pursuant to this Section
         2.8(b) shall certify as to one of the following:

                           (1)      that such Lender shall continue to receive
                                    payments hereunder without deduction or
                                    withholding of United States federal income
                                    tax;

                           (2)      that such Lender cannot continue to receive
                                    payments hereunder without deduction or
                                    withholding of United States federal income
                                    tax as specified therein but does not
                                    require additional payments because it is
                                    entitled to recover the full amount of any
                                    such deduction or withholding from a source
                                    other than the Borrowers or from a tax
                                    credit or exemption; or


                                       34


                           (3)      that such Lender is no longer capable of
                                    receiving payments hereunder without
                                    deduction or withholding of United States
                                    federal income tax as specified therein by
                                    reason of a change in law (including the
                                    Code or applicable tax treaty) after the
                                    later of the Agreement Date or the date on
                                    which a Lender became a Lender pursuant to
                                    Section 10.5 hereof and that it is not
                                    capable of recovering the full amount of the
                                    same from a source other than the Borrowers
                                    or from a tax credit or exemption.

                  (c)      Inadequate Payments. If on the date on which any
         amount shall be due and payable by the Borrowers in regard to the
         Obligations, the amount received by the Administrative Agent from the
         Borrowers shall not be adequate to pay the amount which shall be so due
         and payable, then the Administrative Agent shall be authorized, but
         shall not be obligated, to make a Base Rate Advance under the Revolving
         Loan Commitment on behalf of the Lenders to the Borrowers by crediting
         the amount of such Base Rate Advance to the Loan Account thereof
         pursuant to the provisions of Section 2.7(b) hereof, whereupon the
         Administrative Agent shall debit the Loan Account hereof in a like
         amount in payment of the part of the Obligations which shall then be
         due and payable. No further authorization, direction or approval by the
         Borrowers shall be required to be given by the Borrowers for the
         Administrative Agent to take the action described in this Section
         2.8(c).

         Section 2.9    Reimbursement. Whenever any Lender shall sustain or
incur any losses or out-of-pocket expenses in connection with (i) failure by any
Borrower to borrow or continue any Eurodollar Advance, or convert any Advance to
a Eurodollar Advance, in each case, after having given notice of its intention
to borrow, continue or convert, as applicable, in accordance with Section 2.2
hereof (whether by reason of the election of any Borrower not to proceed or the
non-fulfillment of any of the conditions set forth in Article 3), or (ii)
prepayment of any Eurodollar Advance in whole or in part the Borrowers, jointly
and severally, agree to pay to such Lender, upon the earlier of such Lender's
demand or the Maturity Date, an amount sufficient to compensate such Lender for
all such losses and reasonable out-of-pocket expenses. Such Lender's good faith
determination of the amount of such losses and reasonable out-of-pocket
expenses, absent manifest error, shall be binding and conclusive. Losses subject
to reimbursement hereunder shall include, without limiting the generality of the
foregoing, expenses actually incurred by any Lender or any participant of such
Lender permitted hereunder in connection with the re-employment of funds
prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit
of such Lender or any participant of such Lender over the remainder of the
Eurodollar Advance Period for such prepaid Advance.

         Section 2.10   Pro Rata Treatment.

                  (a)      Advances. Each Advance with respect to the Term Loans
         and the Revolving Loans from the Lenders under this Agreement shall be
         made pro rata on the basis of their respective Revolving Commitment
         Ratios and Term Commitment Ratios, as applicable.


                                       35


                  (b)      Payments. Each payment and prepayment of the
         principal of the Term Loans and the Revolving Loans and each payment of
         interest on the Term Loans and the Revolving Loans received from the
         Borrowers shall be made by the Administrative Agent to the Lenders pro
         rata on the basis of their respective unpaid principal amounts thereof
         outstanding immediately prior to such payment or prepayment (except in
         cases when a Lender's right to receive payments is restricted pursuant
         to Section 2.2(e) hereof). If any Lender shall obtain any payment
         (whether involuntary, through the exercise of any right of set-off, or
         otherwise) on account of the Term Loans or the Revolving Loans in
         excess of its ratable share of the Loans under its Aggregate Commitment
         Ratio (or in violation of any restriction set forth in Section 2.2(e)
         hereof), such Lender shall forthwith purchase from the other Lenders
         such participation in the Loans made by them as shall be necessary to
         cause such purchasing Lender to share the excess payment ratably with
         each of them; provided, however, that if all or any portion of such
         excess payment is thereafter recovered from such purchasing Lender,
         such purchase from each Lender shall be rescinded and such Lender shall
         repay to the purchasing Lender the purchase price to the extent of such
         recovery without interest thereon unless the Lender obligated to repay
         such amount is required to pay interest. Each Borrower agrees that any
         Lender so purchasing a participation from another Lender pursuant to
         this Section 2.10(b) may, to the fullest extent permitted by law,
         exercise all its rights of payment (including the right of set-off)
         with respect to such participation as fully as if such Lender were the
         direct creditor of such Borrower in the amount of such participation.

         Section 2.11   Application of Payments Prior to Acceleration.

                  (a)      Application of Payments Prior to Acceleration and
         Prior to Exercise of the Call Option. Prior to the acceleration of the
         Obligations under Section 8.2 hereof and prior to exercise of the Call
         Option, and other than with respect to payments required to be made
         pursuant to Section 2.6 hereof (which shall be applied as set forth in
         Section 2.6 hereof), if some but less than all amounts due from the
         Borrowers are received by the Administrative Agent, the Administrative
         Agent shall distribute such amounts in the following order of priority:
         FIRST, to the payment of interest then due and payable on the Revolving
         Loans and the Term Loans, on a pro rata basis; SECOND, to the payment
         of principal then due and payable on the Term Loans, on a pro rata
         basis; THIRD, to the payment of principal then due and payable on the
         Revolving Loans; FOURTH, to the payment of any fees then due and
         payable to the Administrative Agent hereunder or under any other Loan
         Document; FIFTH, to the payment of any fees then due and payable to the
         Lenders and the Issuing Banks hereunder or under any other Loan
         Documents; SIXTH, to the extent of any Letter of Credit Obligations
         then outstanding, to the Letter of Credit Reserve Account; SEVENTH, to
         the payment of all other Obligations not otherwise referred to in this
         Section 2.11 then due and payable hereunder or under the other Loan
         Documents; and EIGHTH, to the costs and expenses (including attorneys'
         fees and expenses), if any, incurred by the Administrative Agent or any
         Lender in the collection of such amounts under this Agreement or any of
         the other Loan Documents.

                  (b)      Application of Payments Prior to Acceleration and
         After Exercise of the Call Option. Prior to the acceleration of the
         Obligations under Section 8.2 hereof and after exercise of the Call
         Option and payment of the Purchase Price (as defined in the


                                       36


         Robinson Guaranty), and other than with respect to payments required to
         be made pursuant to Section 2.6 hereof (which shall be applied as set
         forth in Section 2.6 hereof), if some but less than all amounts due
         from the Borrowers are received by the Administrative Agent, the
         Administrative Agent shall distribute such amounts in the following
         order of priority: FIRST, to the payment of interest then due and
         payable on the Revolving Loans; SECOND, to the payment of principal
         then due and payable on the Revolving Loans; THIRD, to the payment of
         any fees then due and payable to the Administrative Agent hereunder or
         under any other Loan Document; FOURTH, to the payment of any fees then
         due and payable to the Lenders and the Issuing Banks hereunder or under
         any other Loan Documents; FIFTH, to the extent of any Letter of Credit
         Obligations then outstanding, to the Letter of Credit Reserve Account;
         SIXTH, to the payment of all other Obligations (other than the Term
         Loan Obligations) not otherwise referred to in this Section 2.11 then
         due and payable hereunder or under the other Loan Documents; and
         SEVENTH, to the costs and expenses (including attorneys' fees and
         expenses), if any, incurred by the Administrative Agent or any Lender
         in the collection of such amounts under this Agreement or any of the
         other Loan Documents.

         Section 2.12   Use of Proceeds. The proceeds of the Revolving Loans
shall be used for the Borrowers' general operating capital needs to the extent
not inconsistent with the provisions of this Agreement.

         Section 2.13   All Obligations to Constitute Joint and Several
Obligations. All Obligations shall constitute joint and several obligations of
the Borrowers and shall be secured by the Administrative Agent's security
interest (on behalf of itself, the Issuing Banks and the Lenders) and Lien upon
all of the Collateral, and by all other security interests and Liens heretofore,
now or at any time hereafter granted by each Borrower to the Administrative
Agent and the Lenders, to the extent provided in the Security Documents under
which such Lien arises. Each Borrower expressly represents and acknowledges that
it is part of a common enterprise with the other Borrowers and that any
financial accommodations by the Administrative Agent and the Lenders to any
other Borrower hereunder and under the other Loan Documents are and will be of
direct and indirect interest, benefit and advantage to all Borrowers. Each
Borrower acknowledges that any Request for Advance, conversion request or other
notice given by any Borrower to the Administrative Agent or any Lender shall
bind all Borrowers, and that any notice given by the Administrative Agent or any
Lender to any Borrower shall be effective with respect to all Borrowers. Each
Borrower acknowledges and agrees that each Borrower shall be liable, on a joint
and several basis, for all of the Loans, regardless of which Borrower actually
may have received the proceeds of any of the Loans or other extensions of credit
hereunder or the amount of such Loans received or the manner in which the
Administrative Agent or any of the Lenders accounts for such Loans or other
extensions of credit on its books and records, and further acknowledges and
agrees that Loans to any Borrower inure to the mutual benefit of all of the
Borrowers and that the Administrative Agent and the Lenders are relying on the
joint and several liability of the Borrowers in extending the Loans and other
financial accommodations hereunder.

         Each Borrower shall be entitled to subrogation and contribution rights
from and against the other Borrowers to the extent any Borrower is required to
pay to the Lenders any amount in excess of the Loans advanced hereunder directly
to such Borrower or as otherwise available


                                       37


under Applicable Law; provided, however, that such subrogation and contribution
rights are and shall be subject to the terms and conditions of Section 2.14
hereof.

Section 2.14      Maximum Borrower Liability.

                  (a)      It is the intent of the Borrowers, the Administrative
         Agent, and the Lenders and any other Person holding any of the
         Obligations that each Borrower's maximum obligations hereunder (such
         Borrower's "Maximum Borrower Liability") in any case or proceeding
         referred to below (but only in such a case or proceeding) shall not be
         in excess of:

                           (i)      in a case or proceeding commenced by or
                  against such Borrower under the Bankruptcy Code on or within
                  one (1) year from the date on which any of the Obligations of
                  such Borrower are incurred, the maximum amount that would not
                  otherwise cause the obligations of such Borrower hereunder (or
                  any other obligations of such Borrower to the Administrative
                  Agent, the Issuing Banks, the Lenders and any other Person
                  holding any of the Obligations) to be avoidable or
                  unenforceable against such Borrower under (A) Section 548 of
                  the Bankruptcy Code or (B) any state fraudulent transfer or
                  fraudulent conveyance act or statute applied in such case or
                  proceeding by virtue of Section 544 of the Bankruptcy Code; or

                           (ii)     in a case or proceeding commenced by or
                  against such Borrower under the Bankruptcy Code subsequent to
                  one (1) year from the date on which any of the Obligations of
                  such Borrower are incurred, the maximum amount that would not
                  otherwise cause the obligations of such Borrower hereunder (or
                  any other obligations of such Borrower to the Administrative
                  Agent, the Issuing Banks, the Lenders and any other Person
                  holding any of the Obligations) to be avoidable or
                  unenforceable against such Borrower under any state fraudulent
                  transfer or fraudulent conveyance act or statute applied in
                  any such case or proceeding by virtue of Section 544 of the
                  Bankruptcy Code; or

                           (iii)    in a case or proceeding commenced by or
                  against such Borrower under any law, statute or regulation
                  other than the Bankruptcy Code relating to dissolution,
                  liquidation, conservatorship, bankruptcy, moratorium,
                  readjustment of debt, compromise, rearrangement, receivership,
                  insolvency, reorganization or similar debtor relief from time
                  to time in effect affecting the rights of creditors generally
                  (collectively, "Other Debtor Relief Law"), the maximum amount
                  that would not otherwise cause the obligations of such
                  Borrower hereunder (or any other obligations of such Borrower
                  to the Administrative Agent, the Issuing Banks and the Lenders
                  and any other Person holding any of the Obligations) to be
                  avoidable or unenforceable against such Borrower under such
                  Other Debtor Relief Law, including, without limitation, any
                  state fraudulent transfer or fraudulent conveyance act or
                  statute applied in any such case or proceeding. (The
                  substantive state or federal laws under which the possible
                  avoidance or unenforceability of the obligations of any
                  Borrower hereunder (or any other obligations of such Borrower
                  to the Administrative Agent, the Issuing Banks, the


                                       38


                  Lenders and any other Person holding any of the Obligations)
                  shall be determined in any such case or proceeding shall
                  hereinafter be referred to as the "Avoidance Provisions").

                  (b)      To the extent set forth in Section 2.14(a), but only
         to the extent that the Obligations of any Borrower hereunder, or the
         transfers made by such Borrower under any Security Document, would
         otherwise be subject to avoidance under any Avoidance Provisions if
         such Borrower is not deemed to have received valuable consideration,
         fair value, fair consideration or reasonably equivalent value for such
         transfers or obligations, or if such transfers or obligations of any
         Borrower hereunder would render such Borrower insolvent, or leave such
         Borrower with an unreasonably small capital or unreasonably small
         assets to conduct its business, or cause such Borrower to have incurred
         debts (or to have intended to have incurred debts) beyond its ability
         to pay such debts as they mature, in each case as of the time any of
         the obligations of such Borrower are deemed to have been incurred and
         transfers made under such Avoidance Provisions, then the obligations of
         such Borrower hereunder shall be reduced to that amount which, after
         giving effect thereto, would not cause the Obligations of such Borrower
         hereunder (or any other obligations of such Borrower to the
         Administrative Agent, the Issuing Banks and the Lenders or any other
         Person holding any of the Obligations), as so reduced, to be subject to
         avoidance under such Avoidance Provisions. This Section 2.14(b) is
         intended solely to preserve the rights hereunder of the Administrative
         Agent, the Issuing Banks and the Lenders and any other Person holding
         any of the Obligations to the maximum extent that would not cause the
         obligations of the Borrowers hereunder to be subject to avoidance under
         any Avoidance Provisions, and none of the Borrowers nor any other
         Person shall have any right, defense, offset, or claim under this
         Section 2.14(b) as against the Administrative Agent, the Issuing Banks
         and the Lenders or any other Person holding any of the Obligations that
         would not otherwise be available to such Person under the Avoidance
         Provisions.

                  (c)      Each Borrower agrees that the Obligations may at any
         time and from time to time exceed the Maximum Borrower Liability of
         such Borrower, and may exceed the aggregate Maximum Borrower Liability
         of all Borrowers hereunder, without impairing this Agreement or any
         provision contained herein or affecting the rights and remedies of the
         Lenders, the Issuing Banks and the Administrative Agent hereunder.

                  (d)      In the event any Borrower (a "Funding Borrower")
         shall make any payment or payments under this Agreement or shall suffer
         any loss as a result of any realization upon any collateral granted by
         it to secure its obligations hereunder, each other Borrower (each, a
         "Contributing Borrower") shall contribute to such Funding Borrower an
         amount equal to such payment or payments made, or losses suffered, by
         such Funding Borrower determined as of the date on which such payment
         or loss was made multiplied by the ratio of (i) the Maximum Borrower
         Liability of such Contributing Borrower (without giving effect to any
         right to receive any contribution or other obligation to make any
         contribution hereunder), to (ii) the aggregate Maximum Borrower
         Liability of all Borrowers (including the Funding Borrowers) hereunder
         (without giving effect to any right to receive, or obligation to make,
         any contribution hereunder). Nothing in this Section 2.14(d) shall
         affect each Borrower's joint and several liability to


                                       39


         the Administrative Agent, the Issuing Banks and the Lenders for the
         entire amount of its Obligations. Each Borrower covenants and agrees
         that its right to receive any contribution hereunder from a
         Contributing Borrower shall be subordinate and junior in right of
         payment to all obligations of the Borrowers to the Administrative
         Agent, the Issuing Banks and the Lenders hereunder.

                  (e)      No Borrower will exercise any rights which it may
         acquire by way of subrogation hereunder or under any other Loan
         Document or at law by any payment made hereunder or otherwise, nor
         shall any Borrower seek or be entitled to seek any contribution or
         reimbursement from any other Borrower in respect of payments made by
         such Borrower hereunder or under any other Loan Document, until all
         amounts owing to the Administrative Agent, the Issuing Banks and the
         Lenders on account of the Obligations are paid in full in cash and the
         Commitments are terminated. If any amounts shall be paid to any
         Borrower on account of such subrogation or contribution rights at any
         time when all of the Obligations shall not have been paid in full, such
         amount shall be held by such Borrower in trust for the Administrative
         Agent, the Issuing Banks and the Lenders, segregated from other funds
         of such Borrower, and shall, forthwith upon receipt by such Borrower,
         be turned over to the Administrative Agent in the exact form received
         by such Borrower (duly endorsed by such Borrower to the Administrative
         Agent, if required), to be applied against the Obligations, whether
         matured or unmatured, as provided for herein.

         Section 2.15   Maximum Rate of Interest. The Borrowers and the
Administrative Agent, the Issuing Banks and the Lenders hereby agree and
stipulate that the only charges imposed upon the Borrowers for the use of money
in connection with this Agreement are and shall be the specific interest and
fees described in this Article 2 and in any other Loan Document. Notwithstanding
the foregoing, the Borrowers and the Administrative Agent, the Issuing Banks and
the Lenders further agree and stipulate that all closing fees, upfront fees,
agency fees, syndication fees, facility fees, underwriting fees, default
charges, late charges, funding or "breakage" charges, increased cost charges,
attorneys' fees and reimbursement for costs and expenses paid by the
Administrative Agent, any Issuing Bank or any Lender to third parties or for
damages incurred by the Administrative Agent, any Issuing Bank or any Lender are
charges to compensate the Administrative Agent, the Issuing Banks and the
Lenders for underwriting and administrative services and costs or losses
performed or incurred, and to be performed and incurred, by the Administrative
Agent, the Issuing Banks and the Lenders in connection with this Agreement and
the other Loan Documents and shall under no circumstances be deemed to be
charges for the use of money pursuant to Official Code of Georgia Annotated
Sections 7-4-2 and 7-4-18. In no event shall the amount of interest and other
charges for the use of money payable under this Agreement exceed the maximum
amounts permissible under any law that a court of competent jurisdiction shall,
in a final determination, deem applicable. The Borrowers and the Administrative
Agent, the Issuing Banks and the Lenders, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and other
charges for the use of money and manner of payment stated within it; provided,
however, that, anything contained herein to the contrary notwithstanding, if the
amount of such interest and other charges for the use of money or manner of
payment exceeds the maximum amount allowable under applicable law, then, ipso
facto as of the date of this Agreement, the Borrowers are and shall be liable
only for the payment of such maximum as allowed by law, and payment received
from the Borrowers


                                       40


in excess of such legal maximum, whenever received, shall be applied to reduce
the principal balance of the Obligations to the extent of such excess.

Section 2.16      Letters of Credit.

         (a)      Subject to the terms and conditions hereof, the Issuing Banks,
on behalf of the Lenders, and in reliance on the agreements of the Lenders set
forth in subsection (c) below, hereby agree to issue one or more Letters of
Credit up to an aggregate face amount equal to the Letter of Credit Commitment;
provided, however, that the Issuing Banks shall not issue any Letter of Credit
unless the conditions precedent to the issuance thereof set forth in Section 3.3
hereof have been satisfied, and shall not issue any Letter of Credit if any
Default then exists or would be caused thereby or if, after giving effect to
such issuance, the Available Revolving Loan Commitment would be less than zero;
and provided further, however, that at no time shall the total Letter of Credit
Obligations outstanding hereunder exceed the Letter of Credit Commitment. Each
Letter of Credit shall (1) be denominated in U.S. dollars, and (2) expire no
later than the earlier to occur of (A) the Maturity Date, and (B) 365 days after
its date of issuance (but may contain provisions for automatic renewal provided
that no Default or Event of Default exists on the renewal date or would be
caused by such renewal). Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
Georgia. The Issuing Banks shall not at any time be obligated to issue, or cause
to be issued, any Letter of Credit if such issuance would conflict with, or
cause such Issuing Bank to exceed any limits imposed by, any Applicable Law.

         (b)      The Borrowers may from time to time request that an Issuing
Bank issue a Letter of Credit. The Borrowers shall execute and deliver to the
Administrative Agent and applicable Issuing Bank a Request for Issuance of
Letter of Credit for each Letter of Credit to be issued by such Issuing Bank,
not later than 12:00 noon (Eastern time) on the fifth (5th) Business Day
preceding the date on which the requested Letter of Credit is to be issued, or,
such shorter notice as may be acceptable to the Issuing Bank and the
Administrative Agent. Upon receipt of any such Request for Issuance of Letter of
Credit, subject to satisfaction of all conditions precedent thereto as set forth
in Section 3.3 hereof, the Issuing Bank shall process such Request for Issuance
of Letter of Credit and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby. The Issuing Bank shall furnish a copy of such Letter of Credit to the
Borrowers and the Administrative Agent following the issuance thereof. The
Borrowers shall pay or reimburse the Issuing Bank for normal and customary costs
and expenses incurred by such Issuing Bank in issuing, effecting payment under,
amending or otherwise administering the Letters of Credit.

         (c)      Immediately upon the issuance by an Issuing Bank of a Letter
of Credit, and in accordance with the terms and conditions of this Agreement,
such Issuing Bank shall be deemed to have sold and transferred to each Lender,
and each Lender shall be deemed irrevocably and unconditionally to have
purchased and received from such Issuing Bank, without recourse or warranty, an
undivided interest and participation, to the extent of such Lender's Revolving
Commitment Ratio, in such Letter of Credit and the


                                       41


obligations of the Borrowers with respect thereto (including, without
limitation, all Letter of Credit Obligations with respect thereto). At such time
as the Administrative Agent shall be notified by the Issuing Bank that the
beneficiary under any Letter of Credit has drawn on the same, the Administrative
Agent shall promptly notify the Borrowers and each Lender, by telephone or
telecopy, of the amount of the draw and, in the case of each Lender, such
Lender's portion of such draw amount as calculated in accordance with its
Revolving Commitment Ratio.

         (d)      The Borrowers hereby agree to immediately reimburse an Issuing
Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of
Credit. In order to facilitate such repayment, the Borrowers hereby irrevocably
request the Lenders, and the Lenders hereby severally agree, on the terms and
conditions of this Agreement (other than as provided in Article 2 hereof with
respect to the amounts of, the timing of requests for, and the repayment of
Advances hereunder and in Article 3 hereof with respect to conditions precedent
to Advances hereunder), with respect to any drawing under a Letter of Credit, to
make a Base Rate Advance on each day on which a draw is made under any Letter of
Credit and in the amount of such draw, and to pay the proceeds of such Advance
directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid
by it upon such draw. Each Lender shall pay its share of such Base Rate Advance
by paying its portion of such Advance to the Administrative Agent in accordance
with Section 2.2(e) hereof and its Revolving Commitment Ratio, without reduction
for any set-off or counterclaim of any nature whatsoever and regardless of
whether any Default or Event of Default then exists or would be caused thereby.
The disbursement of funds in connection with a draw under a Letter of Credit
pursuant to this Section hereunder shall be subject to the terms and conditions
of Section 2.2(e) hereof. The obligation of each Lender to make payments to the
Administrative Agent, for the account of the Issuing Bank, in accordance with
this Section 2.16 shall be absolute and unconditional and no Lender shall be
relieved of its obligations to make such payments by reason of noncompliance by
any other Person with the terms of the Letter of Credit or for any other reason
(other than the gross negligence of the Issuing Bank in paying such Letter of
Credit, as determined by a final non-appealable judgment of a court of competent
jurisdiction). The Administrative Agent shall promptly remit to the Issuing Bank
the amounts so received from the other Lenders. Any overdue amounts payable by
the Lenders to the Issuing Bank in respect of a draw under any Letter of Credit
shall bear interest, payable on demand, (x) for the first two Business Days, at
the rate on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day by
the Federal Reserve Bank of New York, and (y) thereafter, at the Base Rate.

         (e)      The Borrowers agree that each Advance by the Lenders to
reimburse the Issuing Bank for draws under any Letter of Credit, shall, for all
purposes hereunder, be deemed to be a Base Rate Advance under the Revolving Loan
Commitment and shall be payable and bear interest in accordance with all other
Base Rate Advances of Revolving Loans.

         (f)      Borrower agrees that any action taken or omitted to be taken
by an Issuing Bank in connection with any Letter of Credit, except for such
actions or omissions as


                                       42


shall constitute gross negligence or willful misconduct on the part of such
Issuing Bank as determined by a final non-appealable judgment of a court of
competent jurisdiction, shall be binding on the Borrowers as between the
Borrowers and the Issuing Bank, and shall not result in any liability of the
Issuing Bank to the Borrower. The obligation of the Borrowers to reimburse an
Issuing Bank for a drawing under any Letter of Credit or the Lenders for
Advances made by them to Issuing Banks on account of draws made under the
Letters of Credit shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances whatsoever (unless payment of such drawing constituted gross
negligence or willful misconduct on the part of the Issuing Bank, as determined
by a final non-appealable order of a court of competent jurisdiction),
including, without limitation, the following circumstances:

                  (i)      Any lack of validity or enforceability of any Loan
         Document;

                  (ii)     Any amendment or waiver of or consent to any
         departure from any or all of the Loan Documents;

                  (iii)    Any improper use which may be made of any Letter of
         Credit or any improper acts or omissions of any beneficiary or
         transferee of any Letter of Credit in connection therewith;

                  (iv)     The existence of any claim, set-off, defense or any
         right which the Borrowers may have at any time against any beneficiary
         or any transferee of any Letter of Credit (or Persons for whom any such
         beneficiary or any such transferee may be acting), any Lender or any
         other Person, whether in connection with any Letter of Credit, any
         transaction contemplated by any Letter of Credit, this Agreement, or
         any other Loan Document, or any unrelated transaction;

                  (v)      Any statement or any other documents presented under
         any Letter of Credit proving to be insufficient, forged, fraudulent or
         invalid in any respect or any statement therein being untrue or
         inaccurate in any respect whatsoever;

                  (vi)     The insolvency of any Person issuing any documents in
         connection with any Letter of Credit;

                  (vii)    Any breach of any agreement between the Borrowers and
         any beneficiary or transferee of any Letter of Credit;

                  (viii)   Any irregularity in the transaction with respect to
         which any Letter of Credit is issued, including any fraud by the
         beneficiary or any transferee of such Letter of Credit;

                  (ix)     Any errors, omissions, interruptions or delays in
         transmission or delivery of any messages, by mail, cable, telegraph,
         wireless or otherwise, whether or not they are in code;

                                       43

                           (x)      Any act, error, neglect or default,
                  omission, insolvency or failure of business of any of the
                  correspondents of the Issuing Bank;

                           (xi)     Any other circumstances arising from causes
                  beyond the control of the Issuing Bank;

                           (xii)    Payment by the Issuing Bank under any Letter
                  of Credit against presentation of a sight draft or a
                  certificate which does not comply with the terms of such
                  Letter of Credit, provided that such payment shall not have
                  constituted gross negligence or willful misconduct of the
                  Issuing Bank as determined by a final non-appealable judgment
                  of a court of competent jurisdiction, and

                           (xiii)   Any other circumstance or happening
                  whatsoever, whether or not similar to any of the foregoing.

                  (g)      If any change in Applicable Law, any change in the
         interpretation or administration thereof, or any change in compliance
         with Applicable Law by the Issuing Bank as a result of any request or
         directive of any Governmental Authority, central bank or comparable
         agency (whether or not having the force of law) after the Agreement
         Date shall (i) impose, modify or deem applicable any reserve
         (including, without limitation, any imposed by the Board), special
         deposit, capital adequacy, assessment or other requirements or
         conditions against letters of credit issued by the Issuing Bank or (ii)
         impose on the Issuing Bank any other condition regarding this Agreement
         or any Letter of Credit or any participation therein, and the result of
         any of the foregoing in the determination of the Issuing Bank is to
         increase the cost to the Issuing Bank of issuing or maintaining any
         Letter of Credit or purchasing or maintaining any participation
         therein, then, on the earlier of the Maturity Date or a date not more
         than five (5) days after demand by the Issuing Bank, the Borrowers
         agree to pay to the Issuing Bank, from time to time as specified by the
         Issuing Bank, such additional amount or amounts as the Issuing Bank
         determines will compensate it for such increased costs, from the date
         such change or action is effective; provided that the Borrowers shall
         not be required to compensate the Issuing Bank pursuant to this Section
         2.16(g) for any increased costs incurred more than 90 days prior to the
         date that the Issuing Bank notifies the Borrowers of the change in law
         giving rise to such increased costs and of the Issuing Bank's intention
         to claim compensation therefor; provided further that, if the change in
         law giving rise to such increased costs is retroactive, then the 90-day
         period referred to above shall be extended to include the period of
         retroactive effect thereof. A certificate as to such increased cost
         incurred by the Issuing Bank as a result of any event referred to in
         this paragraph submitted by the Issuing Bank to the Borrowers shall be
         conclusive, absent manifest error, as to the amount thereof.

                  (h)      The Borrowers will indemnify and hold harmless the
         Administrative Agent, each Issuing Bank and each other Lender and each
         of their respective employees, representatives, officers and directors
         from and against any and all claims, liabilities, obligations, losses,
         damages, penalties, actions, judgments, suits, costs, expenses or
         disbursements of any kind or nature whatsoever (including reasonable
         attorneys' fees) which may be imposed on, incurred by or asserted
         against the Administrative Agent, such


                                       44

         Issuing Bank or any such other Lender in any way relating to or arising
         out of the issuance of a Letter of Credit, except that the Borrowers
         shall not be liable to the Administrative Agent, any Issuing Bank or
         any such Lender for any portion of such claims, liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses, or disbursements resulting from the gross negligence
         or willful misconduct of the Administrative Agent, such Issuing Bank or
         such Lender, as the case may be, as determined by a final
         non-appealable judgment of a court of competent jurisdiction. This
         Section 2.16(h) shall survive termination of this Agreement.

                  (i)      Each Lender shall be responsible (to the extent the
         Issuing Bank is not reimbursed by the Borrower) for its pro rata share
         (based on such Lender's Revolving Commitment Ratio) of any and all
         reasonable out-of-pocket costs, expenses (including reasonable legal
         fees) and disbursements which may be incurred or made by the Issuing
         Bank in connection with the collection of any amounts due under, the
         administration of, or the presentation or enforcement of any rights
         conferred by any Letter of Credit, the Borrower's or any guarantor's
         obligations to reimburse draws thereunder or otherwise. In the event
         the Borrowers shall fail to pay such expenses of the Issuing Bank
         within fifteen (15) days of demand for payment by the Issuing Bank,
         each Lender shall thereupon pay to the Issuing Bank its pro rata share
         (based on such Lender's Revolving Commitment Ratio) of such expenses
         within ten (10) days from the date of the Issuing Bank's notice to the
         Lenders of the Borrower's failure to pay; provided, however, that if
         the Borrowers shall thereafter pay such expenses, the Issuing Bank will
         repay to each Lender the amounts received from such Lender hereunder.

         Section 2.17      The Guaranty.

                  (a)      Guaranty. The Parent hereby unconditionally
         guarantees to the Administrative Agent, the Issuing Banks and the
         Lenders and their respective permitted successors and assigns and the
         subsequent holders of the Obligations (including, without limitation,
         any interest on the Loans accruing after the filing of any insolvency,
         receivership, bankruptcy, dissolution, liquidation, or reorganization
         proceeding, or in any other proceeding, whether voluntary or
         involuntary, by or against the Parent, any Borrower or any of the
         Borrowers' Subsidiaries, under any bankruptcy or insolvency law or
         laws, federal or state relating to the relief of debtors of any
         jurisdiction, whether now or hereafter in effect, and in any
         out-of-court composition, assignment for the benefit of creditors,
         readjustment of Indebtedness, reorganization, extension or other debt
         arrangement of any kind (collectively, an "Insolvency Proceeding")),
         whether or not such interest accrues or is recoverable against the
         Borrowers after the filing of such petition for purposes of the
         Bankruptcy Code or is an allowed claim in such proceeding),
         irrespective of the validity and enforceability of this Agreement, the
         Notes or the other Loan Documents or the Obligations of the Borrowers
         or any of the other Guarantors hereunder or thereunder, the value or
         sufficiency of any Collateral or any other circumstance that might
         otherwise affect the liability of a guarantor, that: (i) the principal
         of and interest on the Loans, the Notes and all other Obligations of
         the Borrowers and the other Guarantors to the Administrative Agent, the
         Issuing Banks and the Lenders under this Agreement, the Notes and the
         other Loan Documents shall be promptly paid in full when due, whether
         at stated maturity, by acceleration or otherwise, in accordance with
         the terms


                                       45

         hereof and thereof; and (ii) in case of any extension of time of
         payment or renewal of any Notes or any of such other Obligations, the
         same shall be promptly paid in full when due in accordance with the
         terms of the extension or renewal, whether at stated maturity, by
         acceleration or otherwise. The foregoing guaranty is a guaranty of
         payment and not of collection. Failing payment when due of any amount
         so Guaranteed for whatever reason, the Parent will be obligated to pay
         the same immediately.

                  (b)      Waivers and Releases. The Parent hereby waives notice
         of, and consents to, any extension of time of payment, renewals,
         releases of collateral, delays in obtaining or realizing upon or
         failures to obtain, perfect, or maintain perfection of, or realize upon
         collateral or other indulgence from time to time granted by any of the
         Administrative Agent, the Issuing Banks or any of the Lenders in
         respect of this Agreement, the Notes or any other Loan Document. Until
         the Obligations have been paid in full in cash or otherwise satisfied
         to the satisfaction of the Administrative Agent, the Issuing Banks and
         the Lenders, the Parent hereby releases the Borrowers from all, and
         agrees not to assert or enforce (whether by or in a legal or equitable
         proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.ss.
         101(4)), whether arising under Applicable Law or otherwise, to which
         the Parent is or would be entitled by virtue of its obligations
         hereunder, any payment made pursuant hereto or the exercise by the
         Administrative Agent, the Issuing Banks or any of the Lenders of their
         rights with respect to any Collateral, including any such claims to
         which the Parent may be entitled as a result of any right of
         subrogation, exoneration or reimbursement. To the extent that the
         Borrowers may not be released by the Parent under this Section 2.17,
         the Parent agrees that, until the Obligations have been paid in full in
         cash or otherwise satisfied to the satisfaction of the Administrative
         Agent, the Issuing Banks and the Lenders, it shall not be entitled to
         any right of subrogation, exoneration, reimbursement or contribution in
         respect of any Obligations Guaranteed hereby. With respect to this
         Agreement and the Notes, the Parent hereby waives presentment, protest,
         demand of payment, notice of dishonor and all other notices and demands
         whatsoever. The Parent further agrees that, as between the Parent, on
         the one hand, and the Administrative Agent, the Issuing Banks and the
         Lenders, on the other hand, (i) the maturity of the Obligations
         Guaranteed hereby may be accelerated as provided in Section 8.2 hereof
         for the purposes of this Guaranty, notwithstanding any stay, injunction
         or other prohibition preventing such acceleration in respect of the
         Obligations Guaranteed hereby, and (ii) in the event of any declaration
         of acceleration of such Obligations as provided in Section 8.2 hereof,
         such Obligations (whether or not otherwise due and payable) shall
         forthwith become due and payable by the Parent for purposes of this
         guarantee. The Obligations of the Parent under this Section 2.17 shall
         be automatically reinstated if and to the extent that for any reason
         any payment by or on behalf of the Borrowers is rescinded or must
         otherwise be restored by any holder of any of the Obligations
         Guaranteed hereunder, whether as a result of any proceedings in
         bankruptcy or reorganization or otherwise, and the Parent agrees that
         it will indemnify the Administrative Agent, the Issuing Banks and the
         Lenders on demand for their out-of-pocket costs and expenses
         (including, without limitation, reasonable fees and expenses of
         counsel) incurred by the Administrative Agent, the Issuing Banks and
         the Lenders in connection with such rescission or restoration.


                                       46


                  (c)      Miscellaneous.

                           (i)      Upon the bankruptcy or winding up or other
                  distribution of assets of the Borrowers or any Subsidiary of
                  the Borrowers or of any surety or guarantor for any of
                  Obligations of the Borrowers to the Administrative Agent, the
                  Issuing Banks and the Lenders, or any of them, the rights of
                  the Administrative Agent, the Issuing Banks and the Lenders
                  against the Parent shall not be affected or impaired by the
                  omission of any of the Administrative Agent, any Issuing Bank
                  or any Lender to prove its claim, or to prove its full claim,
                  and the Administrative Agent may prove such claims as it sees
                  fit and may refrain from proving any claim and in its
                  discretion may value as it sees fit or refrain from valuing
                  any security held by it without in any way releasing, reducing
                  or otherwise affecting the liability of the Parent to any of
                  the Administrative Agent, any Issuing Bank or any Lender.

                           (ii)     The Parent absolutely, unconditionally and
                  irrevocably waives any and all right to assert any defense,
                  set-off, counterclaim or cross-claim of any nature whatsoever
                  with respect to this Section 2.17 or the obligations of the
                  Parent hereunder or the obligations of any other Person or
                  party (including, without limitation, the Borrowers) relating
                  to this Section 2.17 or the obligations of any other guarantor
                  with respect to the Obligations in any action or proceeding
                  brought by the Administrative Agent, any Issuing Bank or any
                  Lender to collect the Obligations or any portion thereof, or
                  to enforce the obligations of the Parent under this Section
                  2.17.

                           (iii)    The Administrative Agent, the Issuing Banks
                  and the Lenders, or any of them, may from time to time,
                  without exonerating or releasing the Parent in any way under
                  this Guaranty, (i) release, discharge, abandon or otherwise
                  deal with or fail to deal with any guarantor or surety of the
                  Obligations or any security or securities therefor or any part
                  thereof now or hereafter held by the Administrative Agent or
                  (ii) amend, modify, extend, accelerate or waive in any manner
                  any of the provisions, terms, or conditions of the Loan
                  Documents, all as they may consider expedient or appropriate
                  in their sole discretion or (iii) act or fail to act in any
                  manner referred to in this Section 2.17 without regard to
                  whether such action or inaction may deprive the Parent of its
                  right to subrogation against the Borrowers to recover full
                  indemnity for any payments made pursuant to this Section 2.17.
                  Without limiting the generality of this Section 2.17, it is
                  understood that the Administrative Agent, the Issuing Banks
                  and the Lenders may, without exonerating or releasing the
                  Parent, give up, or modify or abstain from perfecting or
                  taking advantage of any security for the Obligations and
                  accept or make any compositions or arrangements, and realize
                  upon any security for the Obligations when, and in such
                  manner, as such Person may deem expedient, all without notice
                  to the Parent.

                           (iv)     If a claim is ever made upon the
                  Administrative Agent, the Issuing Banks and the Lenders for
                  the repayment or recovery of any amount or amounts received by
                  such Person in payment of any of the Obligations and such
                  Person repays all or part of such amount by reason of (i) any
                  judgment, decree or order of


                                       47


                  any court or administrative body having jurisdiction over such
                  Person or any of its property, or (ii) any settlement or
                  compromise of any such claim effected by such Person with any
                  such claimant, including the Borrowers, then in such event the
                  Parent shall be and remain obligated to such Person hereunder
                  for the amount so repaid or recovered to the same extent as if
                  such amount had never originally been received by such Person.

                           (v)      The Parent expressly represents and
                  acknowledges that any financial accommodations by the
                  Administrative Agent, the Issuing Banks and the Lenders, or
                  any of them, to the Borrowers, including without limitation
                  the extension of the Loans and the issuance of the Letters of
                  Credit are and will be of direct interest, benefit and
                  advantage to the Parent.

                                   ARTICLE 3
                              CONDITIONS PRECEDENT

         Section 3.1       Conditions Precedent to Closing. The obligations of
the Lenders to undertake the Commitments and continue to fund any outstanding
"Loans" or existing "Letters of Credit" (each as defined under the Prior Credit
Agreement) under the Prior Credit Agreement, and to make Advances of any
Revolving Loans hereunder and the obligation of the Issuing Banks to issue any
Letters of Credit hereunder, are subject to the prior fulfillment of each of the
following conditions:

                  (a)      The Administrative Agent or the Lenders, as
         appropriate, shall have received each of the following, in form and
         substance satisfactory to the Administrative Agent and the Lenders:

                           (i)      This duly executed Agreement;

                           (ii)     A duly executed Tranche A Loan Note to the
                  order of each Lender in the amount of such Lender's pro rata
                  share of the Tranche A Loan Commitment, and a duly executed
                  Tranche B Loan Note to the order of each Lender in the amount
                  of such Lender's pro rata share of the Tranche B Loan
                  Commitment;

                           (iii)    A duly executed Revolving Loan Note to the
                  order of each Lender in the amount of such Lender's pro rata
                  share of the Revolving Loan Commitment;

                           (iv)     The Security Agreement duly executed by each
                  of the Borrowers;

                           (v)      The Trademark Security Agreement duly
                  executed by each of the Borrowers and each of the Subsidiaries
                  of the Borrowers which own trademarks;

                           (vi)     The Pledge Agreements duly executed by the
                  pledgors party thereto, together with original stock
                  certificates, warrants, limited liability company interest
                  certificates or limited partnership interest certificates and


                                       48


                  appropriate transfer powers executed in blank with respect to
                  all collateral pledged thereunder;

                           (vii)    The Subsidiary Security Agreement duly
                  executed by all direct and indirect Subsidiaries of the
                  Borrowers (other than foreign Subsidiaries);

                           (viii)   The Subsidiary Guaranty duly executed by all
                  direct and indirect Subsidiaries of the Borrowers (other than
                  foreign Subsidiaries);

                           (ix)     The Robinson Guaranty duly executed by
                  Robinson;

                           (x)      The legal opinions of Alston & Bird LLP,
                  counsel to the Guarantors, Bull Run, Capital and Datasouth,
                  and Dinsmore & Shohl LLP, counsel to Host, each with respect
                  to this Agreement in form and substance satisfactory to the
                  Administrative Agent;

                           (xi)     A duly executed Borrowing Base Certificate
                  dated as of August 31, 2002;

                           (xii)    A loan certificate as to each Borrower
                  signed by an Authorized Signatory of such Borrower in
                  substantially the form of Exhibit U attached hereto, including
                  a certificate of incumbency with respect to each Authorized
                  Signatory of such Borrower, together with appropriate
                  attachments which shall include, without limitation, the
                  following: (A) a copy of the Certificate or Articles of
                  Incorporation to the extent amended or modified since July 27,
                  2001 of such Borrower, certified to be true, complete and
                  correct by the Secretary of State for the jurisdiction of such
                  Borrower's incorporation, (B) a true, complete and correct
                  copy of the By-Laws to the extent amended or modified since
                  July 27, 2001 of such Borrower, (C) a true, complete and
                  correct copy of the resolutions of such Borrower authorizing
                  the borrowing hereunder and the execution, delivery and
                  performance by such Borrower of the Loan Documents, (D)
                  certificates of good standing from each jurisdiction in which
                  such Borrower is qualified to do business, (E) true, correct
                  and complete copies of any employment agreements of such
                  Borrower, and (F) true, correct and complete copies of any
                  shareholder or voting trust agreements with respect to such
                  Borrower;

                           (xiii)   A loan certificate as to each direct or
                  indirect Subsidiary of any Borrower (other than foreign
                  Subsidiaries) signed by an Authorized Signatory of such
                  Subsidiary in substantially the form of Exhibit V attached
                  hereto, including a certificate of incumbency with respect to
                  each Authorized Signatory of such Subsidiary, together with
                  appropriate attachments which shall include, without
                  limitation, the following: (A) a copy of the Certificate or
                  Articles of Incorporation or other organizational document to
                  the extent amended or modified since July 27, 2001 of such
                  Subsidiary certified to be true, complete and correct by the
                  Secretary of State for the jurisdiction of such Subsidiary's
                  organization, (B) a true, complete and correct copy of the
                  By-Laws, Partnership Agreement or Limited Liability Company
                  Agreement to the extent amended or modified since July 27,


                                       49

                  2001 of such Subsidiary, (C) a true, complete and correct copy
                  of the resolutions of such Subsidiary authorizing the
                  execution, delivery and performance by such Subsidiary of the
                  Loan Documents to which it is a party, (D) certificates of
                  good standing from each jurisdiction in which such Subsidiary
                  is qualified to do business, and (E) true, correct and
                  complete copies of any shareholder or voting trust agreements
                  with respect to such Subsidiary; and

                           (xiv)    A loan certificate of the Parent signed by
                  an Authorized Signatory of the Parent in substantially the
                  form of Exhibit W attached hereto, including a certificate of
                  incumbency with respect to each Authorized Signatory of the
                  Parent, together with appropriate attachments which shall
                  include, without limitation, the following: (A) a copy of the
                  Amended Articles of Incorporation of the Parent certified to
                  be true, complete and correct by the Secretary of State of
                  Georgia, (B) a true, complete and correct copy of the By-Laws
                  of the Parent, (C) a true, complete and correct copy of the
                  resolutions of the Parent authorizing the execution, delivery
                  and performance by the Parent of the Loan Documents, and (D)
                  certificates of good standing from each jurisdiction in which
                  the Parent is qualified to do business;

                           (xv)     A Solvency Certificate of the Borrowers on a
                  consolidated basis with each of their Subsidiaries executed by
                  the Chief Financial Officer of each Borrower, regarding the
                  solvency and financial condition of the Borrowers and their
                  Subsidiaries, the accuracy of all internally prepared
                  financial statements and business plans, and the financial
                  projections and underlying assumptions contained in such
                  solvency analyses, in form and substance satisfactory to the
                  Administrative Agent, together with copies of financial
                  projections through August 31, 2004;

                           (xvi)    Copies of certificates of insurance and the
                  related insurance policies with respect to the Borrowers and
                  meeting the requirements of Section 5.5 hereof;

                           (xvii)   Since June 30, 2001, (i) no change in the
                  business, assets, management, operations, financial condition,
                  projections, or prospects of the Borrowers or any of their
                  Subsidiaries or Affiliates, or in the Collateral, shall have
                  occurred, which change, in the judgment of the Administrative
                  Agent and the Lenders, may have a Materially Adverse Effect,
                  (ii) there shall have been no material increase in the
                  liabilities (absolute or contingent) of the Borrowers or any
                  of their Subsidiaries or Affiliates, whether or not disclosed
                  or required to be reserved against on any pro forma balance
                  sheet, and (iii) there shall have been no material decrease in
                  the assets of the Borrowers or their Subsidiaries or
                  Affiliates, nor shall any of the Borrowers have made any
                  distributions (other than to any other Borrower), either by
                  dividends or otherwise, other than in the ordinary course of
                  business;

                           (xviii)  Evidence that the CBS Contract is in full
                  force and effect on terms and conditions satisfactory to the
                  Administrative Agent;


                                       50


                           (xix)    Payment of all fees and expenses payable to
                  the Administrative Agent, the affiliates of the Administrative
                  Agent, the Issuing Banks and the Lenders in connection with
                  the execution and delivery of this Agreement, including,
                  without limitation, fees and expenses of counsel to the
                  Administrative Agent, any appraisal and audit related fees and
                  expenses; and

                           (xx)     Copies of the draft annual audited financial
                  statements of the Parent and its Subsidiaries for the fiscal
                  year ended June 30, 2002, and monthly unaudited financial
                  statements of the Parent and its Subsidiaries for the months
                  ending July and August, 2002.

                  (b)      The Administrative Agent and the Lenders shall be
         satisfied that the Loans and the use of proceeds thereof, comply in all
         respects with Regulations T, U and X of the Board.

                  (c)      The Administrative Agent and the Lenders shall have
         received evidence satisfactory to each of them that all Necessary
         Authorizations are in full force and effect and are not subject to any
         pending or threatened reversal or cancellation, and that no Default or
         Event of Default exists, after giving effect to the initial Advance,
         hereunder, and the Administrative Agent and the Lenders shall have
         received a certificate of an Authorized Signatory so stating.

         Section 3.2       Conditions Precedent to Each Advance. The obligation
of the Lenders to make any Advance hereunder is subject to the fulfillment of
each of the following conditions immediately prior to or contemporaneously with
such Advance:

                  (a)      All of the representations and warranties of the
         Borrowers under this Agreement, which, pursuant to Section 4.3 hereof,
         are made at and as of the time of such Advance, shall be true and
         correct at such time, both before and after giving effect to the
         application of the proceeds of the Advance, and the Administrative
         Agent shall have received a certificate (which may be a Request for
         Advance) to that effect signed by an Authorized Signatory of the
         Borrowers and dated the date of such Advance;

                  (b)      The incumbency of the Authorized Signatories shall be
         as stated in the certificate of incumbency contained in the certificate
         of the Borrowers delivered pursuant to Section 3.1(a) or as
         subsequently modified and reflected in a certificate of incumbency
         delivered to the Administrative Agent and the Lenders;

                  (c)      There shall not exist on the date of such Advance and
         after giving effect thereto, a Default or an Event of Default
         hereunder; and

                  (d)      In the case of any Revolving Loan Advance, receipt by
         the Administrative Agent of satisfactory evidence that, after borrowing
         any such Revolving Loan Advance, the Borrowers and the Lenders shall be
         in full compliance with Regulations T, U and X of the Board, including
         evidence that the sum of the aggregate principal amount of the
         outstanding Loans plus the Letter of Credit Obligations will not exceed
         an amount equal to the sum of (a) 100% of the current fair market value
         of all Collateral (other than



                                       51


         Collateral constituting Margin Stock) plus (b) 50% of the current
         market value of all Collateral constituting Margin Stock.

         The Borrowers hereby agree that the delivery of any Request for Advance
hereunder shall be deemed to be the certification of the Authorized Signatory
thereof that there does not exist, on the date of the making of the Advance and
after giving effect thereto, a Default or an Event of Default hereunder.

         Section 3.3       Conditions Precedent to Each Letter of Credit. The
obligation of the Issuing Banks to issue any Letter of Credit hereunder is
subject to the fulfillment of each of the following conditions immediately prior
to or contemporaneously with the issuance of such Letter of Credit:

                  (a)      All of the representations and warranties of the
         Borrowers under this Agreement, which, pursuant to Section 4.3 hereof,
         are made at and as of the time of the issuance of such Letter of
         Credit, shall be true and correct at such time, both before and after
         giving effect to the issuance of the Letter of Credit, and the
         Administrative Agent shall have received a certificate (which may be a
         Request for Issuance of Letter of Credit) to that effect signed by an
         Authorized Signatory of the Borrowers and dated the date of the
         issuance of such Letter of Credit;

                  (b)      The incumbency of the Authorized Signatories shall be
         as stated in the certificate of incumbency contained in the certificate
         of the Borrowers delivered pursuant to Section 3.1(a) or as
         subsequently modified and reflected in a certificate of incumbency
         delivered to the Administrative Agent and the Lenders;

                  (c)      There shall not exist on the date of issuance of such
         Letter of Credit, and after giving effect thereto, a Default or an
         Event of Default; and

                  (d)      Receipt by the Administrative Agent of satisfactory
         evidence that, after issuing such Letter of Credit, the Borrowers and
         the Lenders shall be in full compliance with Regulations T, U and X of
         the Board, including evidence that the sum of the aggregate principal
         amount of the outstanding Loans plus the Letter of Credit Obligations
         will not exceed an amount equal to the sum of (a) 100% of the current
         fair market value of all Collateral (other than Collateral constituting
         Margin Stock) plus (b) 50% of the current market value of all
         Collateral constituting Margin Stock.

         The Borrowers hereby agree that the delivery of any Request for
Issuance of a Letter of Credit hereunder shall be deemed to be the certification
of the Authorized Signatory thereof that there does not exist, on the date of
issuance of the Letter of Credit and after giving effect thereto, a Default or
an Event of Default hereunder.

                                       52


                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

      Section 4.1          General Representations and Warranties. In order to
induce the Administrative Agent, the Lenders and the Issuing Banks to enter into
this Agreement and to extend the Loans to the Borrowers, each of the Borrowers
hereby represents and warrants that:

                  (a)      Organization; Power; Qualification. Each of the
         Borrowers and each of their respective Subsidiaries is a corporation,
         limited liability company or limited partnership duly organized,
         validly existing, and in good standing under the laws of its state of
         organization, has the power and authority to own or lease and operate
         its properties and to carry on its business as now being and hereafter
         proposed to be conducted, and is duly qualified and is in good standing
         as a foreign corporation, limited liability company or limited
         partnership, and authorized to do business, in each jurisdiction in
         which the character of its properties or the nature of its business
         requires such qualification or authorization and where failure to be so
         qualified or authorized would not result in a Materially Adverse
         Effect.

                  (b)      Authorization; Enforceability. Each of the Borrowers
         and each of their respective Subsidiaries has the power and has taken
         all necessary corporate, limited liability company or partnership
         action to authorize it to execute, deliver, and perform this Agreement
         and each of the other Loan Documents to which it is a party in
         accordance with the terms thereof and to consummate the transactions
         contemplated hereby and thereby. This Agreement and each of the other
         Loan Documents to which any Borrower or any of their Subsidiaries is a
         party has been duly executed and delivered by such Borrower or such
         Subsidiary, and is, and each of the other Loan Documents to which any
         Borrower or any of their Subsidiaries is a party is, a legal, valid and
         binding obligation of such Borrower or such Subsidiary, enforceable in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization, moratorium or other laws affecting creditor's rights
         generally.

                  (c)      Partnerships; Joint Ventures; Subsidiaries. None of
         the Borrowers nor any of their respective Subsidiaries is a partner or
         joint venturer in any partnership or joint venture other than (i) the
         Subsidiaries listed on Schedule 4.1(c) and (ii) the partnerships and
         joint ventures listed on Schedule 4.1(c). Schedule 4.1(c) sets forth,
         for each partnership or joint venture that is not a Subsidiary of a
         Borrower, a complete and accurate statement of (A) the percentage
         ownership of each such partnership or joint venture by each Borrower or
         any Subsidiary of any Borrower, (B) the state or other jurisdiction of
         formation or incorporation, as appropriate, of each such partnership or
         joint venture, and (C) all of each such partnership's or joint
         venture's trade names, trade styles or doing business forms on the date
         of this Agreement. Except as set forth on Schedule 4.1(c), none of the
         Borrowers nor any of their Subsidiaries has any Subsidiaries.

                  (d)      Capital Stock and Related Matters. The authorized
         Capital Stock of the Parent owned by Robinson and the Robinson
         Affiliates as of the Agreement Date is set forth on Schedule 4.1(d)
         attached hereto. The authorized Capital Stock of each Borrower is as
         set forth on Schedule 4.1(d) attached hereto, and all of the shares of
         such Capital


                                       53


         Stock were issued and outstanding as of the Agreement Date and are
         fully paid and non-assessable. As of the Agreement Date, the Capital
         Stock of each Borrower is owned by the parties listed on Schedule
         4.1(d) in the amounts set forth on such schedule. None of the Borrowers
         has outstanding any stock or securities convertible into or
         exchangeable for any shares of its Capital Stock, nor are there any
         preemptive or similar rights to subscribe for or to purchase, or any
         other rights to subscribe for or to purchase, or any options for the
         purchase of, or any agreements providing for the issuance (contingent
         or otherwise) of, or any calls, commitments, or claims of any character
         relating to, any Capital Stock or any stock or securities convertible
         into or exchangeable for any Capital Stock. None of the Borrowers is
         subject to any obligation (contingent or otherwise) to repurchase or
         otherwise acquire or retire any shares of its Capital Stock or to
         register any shares of its Capital Stock, and there are no agreements
         restricting the transfer of any shares of any Borrower's Capital Stock.

                  (e)      Compliance with Laws, Other Loan Documents, and
         Contemplated Transactions. The execution, delivery, and performance of
         this Agreement and each of the other Loan Documents in accordance with
         the terms thereof and the consummation of the transactions contemplated
         hereby and thereby do not and will not (i) violate any material
         provisions of Applicable Law, (ii) conflict with, result in a breach
         of, or constitute a default under the certificate of incorporation or
         by-laws of any Borrower or any Subsidiary of any Borrower or under any
         indenture, material agreement, or other material instrument to which
         any Borrower or any Subsidiary of any Borrower is a party or by which
         any Borrower or any Subsidiary of any Borrower or any of their
         respective properties may be bound, or (iii) result in or require the
         creation or imposition of any Lien upon or with respect to any property
         now owned or hereafter acquired by any Borrower or any Subsidiary of
         any Borrower except Permitted Liens.

                  (f)      Necessary Authorizations. Each Borrower and each
         Subsidiary of a Borrower has obtained all Necessary Authorizations, and
         all such Necessary Authorizations are in full force and effect. None of
         said Necessary Authorizations is the subject of any pending or, to the
         best of any Borrower's knowledge, threatened attack or revocation, by
         the grantor of the Necessary Authorization. None of the Borrowers nor
         any Subsidiary of any Borrower is required to obtain any additional
         Necessary Authorizations in connection with the execution, delivery,
         and performance, in accordance with the terms of this Agreement or any
         other Loan Document, and the borrowing hereunder.

                  (g)      Title to Properties. Each Borrower and each
         Subsidiary of a Borrower has marketable, and legal title to, or a valid
         leasehold interest in, all of its properties and assets, and none of
         such properties or assets is subject to any Liens (other than Permitted
         Liens).

                  (h)      Material Contracts; Labor Matters. Schedule 4.1(h)
         contains a complete list, as of the Agreement Date, of each contract or
         agreement to which any Borrower or any Subsidiary of any Borrower is a
         party which, if expired, terminated or canceled, would have a
         Materially Adverse Effect and, upon the request of the Administrative
         Agent or any Lender, the Borrowers will provide the Administrative
         Agent or such


                                       54

         Lender, as applicable, with a copy of any such contract or agreement.
         Except as disclosed on Schedule 4.1(h): (i) no material labor contract
         to which any Borrower or any Subsidiary of any Borrower is a party or
         is otherwise subject is scheduled to expire prior to the Maturity Date;
         (ii) none of the Borrowers nor any of their respective Subsidiaries
         has, within the two (2) year period immediately preceding the Agreement
         Date, taken any action which would have constituted or resulted in a
         "plant closing" or "mass layoff" within the meaning of the Federal
         Worker Adjustment and Retraining Notification Act of 1988 or any
         similar applicable federal, state or local law, and none of the
         Borrowers has any reasonable expectation that any such action is or
         will be required at any time prior to the Maturity Date; and (iii) on
         the Agreement Date (A) none of the Borrowers nor any of their
         respective Subsidiaries is a party to any labor dispute (other than any
         immaterial disputes with such Borrower's or such Subsidiary's employees
         as individuals and not affecting such Borrower's or such Subsidiary's
         relations with any labor group or its workforce as a whole) and (B)
         there are no pending or, to any Borrower's knowledge, threatened
         strikes or walkouts relating to any material labor contracts to which
         any Borrower or any Subsidiary of any Borrower is a party or is
         otherwise subject. None of the employees of any Borrower or any
         Subsidiary of any Borrower is a party to any collective bargaining
         agreement with any Borrower or any Subsidiary of any Borrower.

                  (i)      Taxes. Except as set forth on Schedule 4.1(i)
         attached hereto, all federal, state, and other tax returns of each of
         the Borrowers and each of their respective Subsidiaries required by law
         to be filed have been duly filed, and all federal, state, and other
         taxes, assessments, and other governmental charges or levies upon each
         of the Borrowers and each of their respective Subsidiaries and any of
         their respective properties, income, profits, and assets, which are due
         and payable, have been paid, except any payment of any of the foregoing
         which any Borrower or any Subsidiary of any Borrower, as applicable,
         are currently contesting in good faith by appropriate proceedings and
         with respect to which reserves in conformity with GAAP have been
         provided on the books of such Borrower or such Subsidiary, as the case
         may be. The charges, accruals, and reserves on the books of each of the
         Borrowers and each of their respective Subsidiaries in respect of taxes
         are, in the reasonable judgment of the Borrowers, adequate. None of the
         Borrowers nor any of their respective Subsidiaries are being audited,
         or have knowledge of any pending audit, by the Internal Revenue Service
         or any other taxing authority.

                  (j)      Financial Statements. The Borrowers have furnished,
         or caused to be furnished, to the Administrative Agent and the Lenders
         financial statements for the Parent on a consolidated basis which are
         complete and correct in all material respects and present fairly in
         accordance with GAAP the financial position of the Parent on a
         consolidated basis as at June 30, 2001 and July 31, 2002, and the
         results of operations for the periods then ended. Except as disclosed
         in such financial statements, none of the Borrowers nor any of their
         respective Subsidiaries has any material liabilities, contingent or
         otherwise, and there are no material unrealized or anticipated losses
         of any Borrower or any Subsidiary of any Borrower which have not
         heretofore been disclosed in writing to the Administrative Agent and
         the Lenders. As of the Agreement Date, each of the Borrowers has a
         fiscal year ending on August 31.


                                       55


                  (k)      No Adverse Change. Since June 30, 2001, except as
         previously disclosed to the Lenders under the Prior Credit Agreement,
         there has occurred no event which could reasonably be expected to have
         a Materially Adverse Effect.

                  (l)      Investments and Guaranties. As of the Agreement Date,
         none of the Borrowers owns the Capital Stock, partnership interests or
         other securities of or equity interests in, or have outstanding loans
         or advances to, or guaranties of the obligations of, any Person, except
         as disclosed on Schedule 4.1(c) or Schedule 4.1(l).

                  (m)      Liabilities, Litigation. Except for liabilities
         incurred in the normal course of business, none of the Borrowers nor
         any of their respective Subsidiaries has any material (individually or
         in the aggregate) liabilities, direct or contingent, except as
         disclosed or referred to in the financial statements referred to in
         Section 4.1(j) above or with respect to the Obligations. As of the
         Agreement Date, except as described on Schedule 4.1(m) and Schedule
         4.1(x) attached hereto, there is no litigation, legal or administrative
         proceeding, investigation, or other similar action of any nature
         pending or, to the knowledge of any Borrower, threatened against or
         affecting any Borrower or any Subsidiary of any Borrower or any of
         their respective properties which could reasonably be expected to
         result in any judgment against or liability of such Borrower or such
         Subsidiary in excess of $100,000, or the loss of any certification or
         license material to the operation of any Borrower's business. None of
         such litigation disclosed on Schedule 4.1(m) and Schedule 4.1(x),
         individually or collectively, could reasonably be expected to have a
         Materially Adverse Effect. None of the Borrowers knows of any unusual
         or unduly burdensome restriction, restraint, or hazard relative to the
         business or properties of any Borrower or any Subsidiary of any
         Borrower that is not customary for or generally applicable to similarly
         situated businesses in the same industry as such Borrower or such
         Subsidiary.

                  (n)      ERISA. Each Borrower and each ERISA Affiliate and
         each of their respective Plans are in substantial compliance with ERISA
         and the Code and none of the Borrowers nor any of their ERISA
         Affiliates incurred any accumulated funding deficiency with respect to
         any such Plan within the meaning of ERISA or the Code. The Borrowers
         and each of their ERISA Affiliates have complied with all material
         requirements of ERISA Sections 601 through 608 and Code Section 4980B.
         None of the Borrowers nor, to the best of the Borrowers' knowledge, any
         of their ERISA Affiliates has made any promises of retirement or other
         benefits to employees, except as set forth in the Plans. None of the
         Borrowers nor any of their respective Subsidiaries has incurred any
         material liability to the Pension Benefit Guaranty Corporation in
         connection with any such Plan. The assets of each such Plan which is
         subject to Title IV of ERISA are sufficient to provide the benefits
         under such Plan, the payment of which the Pension Benefit Guaranty
         Corporation would guarantee if such Plan were terminated, and such
         assets are also sufficient to provide all other "benefit liabilities"
         (as defined in ERISA Section 4001(a)(16)) due under the plan upon
         termination. No Reportable Event has occurred and is continuing with
         respect to any such Plan. No such Plan or trust created thereunder, or
         party in interest (as defined in Section 3(14) of ERISA, or any
         fiduciary (as defined in Section 3(21) of ERISA), has engaged in a
         "prohibited transaction" (as such term is defined in Section 406 of
         ERISA or Section 4975 of the Code) which would


                                       56

         subject such Plan or any other Plan of any Borrower or any ERISA
         Affiliate of any Borrower, any trust created thereunder, or any such
         party in interest or fiduciary, or any party dealing with any such Plan
         or any such trust to any material penalty or tax on "prohibited
         transactions" imposed by Section 502 of ERISA or Section 4975 of the
         Code. None of the Borrowers nor any of their ERISA Affiliates is a
         participant in or is obligated to make any payment to a Multiemployer
         Plan.

                  (o)      Intellectual Property; Licenses; Certifications.
         Except as set forth on Schedule 4.1(o), none of the Borrowers nor any
         of their respective Subsidiaries owns any material registered patents,
         trademarks, service marks or copyrights, and has no pending
         registration applications with respect to any of the foregoing. No
         other material patents, trademarks, service marks or copyrights are
         necessary for the operation of the business of any Borrower or its
         Subsidiaries. The Borrowers have all material licenses or
         certifications necessary for the operation of any Borrower's business.

                  (p)      Compliance with Law; Absence of Default. Each of the
         Borrowers and each of their respective Subsidiaries is in material
         compliance with all Applicable Laws and with all of the provisions of
         its certificate of incorporation and by-laws, and no event has occurred
         or has failed to occur which has not been remedied or waived, the
         occurrence or non-occurrence of which constitutes (i) a Default of (ii)
         or a default by any Borrower under any indenture, material agreement,
         or other material instrument, or any judgment, decree, or order to
         which any Borrower or any Subsidiary of any Borrower is a party or by
         which any Borrower or any Subsidiary of any Borrower or any of their
         respective properties may be bound. Each of the Borrowers and each of
         their respective Subsidiaries are in compliance in all material
         respects with all applicable federal, state and local laws, rules and
         regulations.

                  (q)      Casualties; Taking of Properties. Since June 30,
         2001, neither the business nor the properties of any Borrower or any
         Subsidiary of any Borrower has been materially and adversely affected
         as a result of any fire, explosion, earthquake, flood, drought,
         windstorm, accident, strike or other labor disturbance, embargo,
         requisition or taking of property or cancellation of contracts, permits
         or concessions by any domestic or foreign government or any agency
         thereof, riot, activities of armed forces, or acts of God or of any
         public enemy.

                  (r)      Accuracy and Completeness of Information. All
         information, reports, and other papers and data relating to any
         Borrower or any Subsidiary of any Borrower furnished to the
         Administrative Agent and the Lenders were, at the time the same were so
         furnished, (i) to the extent prepared by third parties, to the best of
         each Borrower's knowledge, and (ii) to the extent prepared by any
         Borrower, complete and correct in all material respects in light of all
         such information, reports and other papers and data taken as a whole at
         such time. No fact is currently known to any Borrower which has, or
         could reasonably be expected to have, a Materially Adverse Effect. With
         respect to projections, estimates and forecasts given to the
         Administrative Agent and the Lenders, such projections, estimates and
         forecasts are based on the Borrowers' good faith assessment of the
         future of the business at the time made. The Borrowers had a reasonable
         basis for such assessments at the time made.


                                       57


                  (s)      Compliance with Regulations T, U, and X. None of the
         Borrowers nor any bank acting on any Borrower's behalf has taken or
         will take any action which might cause this Agreement or the Notes to
         violate Regulation T, U, or X or any other regulation of the Board or
         to violate the Securities Exchange Act of 1934, in each case as now in
         effect or as the same may hereafter be in effect. If so requested by
         the Administrative Agent, the Borrowers will furnish the Administrative
         Agent with (i) a statement or statements in conformity with the
         requirements of Federal Reserve Form U-1 referred to in Regulation U of
         the Board and (ii) other documents evidencing its compliance with the
         margin regulations. None of the execution, delivery or performance by
         the Borrowers of the transactions contemplated hereunder will violate,
         or be inconsistent with, the provisions of Regulation T, U, or X of the
         Board.

                  (t)      Solvency. As of the Agreement Date and after giving
         effect to the transactions contemplated by the Loan Documents: (i) the
         property of each Borrower and its Subsidiaries, taken as a whole, at a
         fair valuation on a going concern basis, will exceed its debt; (ii) the
         capital of each Borrower and its Subsidiaries, taken as a whole, will
         not be unreasonably small to conduct its business; and (iii) the
         Borrowers and their Subsidiaries, taken as a whole, will not have
         incurred debts, or have intended to incur debts, beyond its ability to
         pay such debts as they mature. For purposes of this Section, "debt"
         means any liability on a claim, and "claim" means (i) the right to
         payment, whether or not such right is reduced to judgment, liquidated,
         unliquidated, fixed, contingent, matured, unmatured, undisputed, legal,
         equitable, secured or unsecured, or (ii) the right to an equitable
         remedy for breach of performance if such breach gives rise to a right
         to payment, whether or not such right to an equitable remedy is reduced
         to judgment, fixed, contingent, matured, unmatured, undisputed, secured
         or unsecured.

                  (u)      Insurance. Each Borrower and each of its Subsidiaries
         has insurance meeting the requirements of Section 5.5 hereof, and such
         insurance policies are in full force and effect.

                  (v)      Broker's or Finder's Commissions. No broker's or
         finder's fee or commission will be payable with respect to the issuance
         of the Notes, and no other similar fees or commissions will be payable
         by any Borrower for any other services rendered to any Borrower
         ancillary to the transactions contemplated herein.

                  (w)      Real Property. All real property owned or leased by
         any Borrower or any Subsidiary of any Borrower, and, with respect to
         any leased property of a material nature, the name of the lessor of
         such real property, is set forth in Schedule 4.1(w). True, correct and
         complete copies of each of the material leases of the Borrowers or
         their respective Subsidiaries have been delivered to the Administrative
         Agent, and each such lease is valid, enforceable and in full force and
         effect, and has not been modified or amended, except as otherwise set
         forth in Schedule 4.1(w). Each Borrower or Subsidiary of a Borrower, as
         applicable, is the sole holder of the lessee's interests under each
         lease to which it is a party. None of the Borrowers nor any of their
         respective Subsidiaries has made any pledge or assignment of any of it
         rights under any such leases except as set forth in Schedule 4.1(w) and
         there is no default or condition which, with the passage of time or the
         giving of notice, or both, would constitute a material default on the
         part of any

                                       58


         party under such leases. As of the Agreement Date, none of the
         Borrowers nor any of their respective Subsidiaries owns, leases or uses
         any real property other than as set forth in Schedule 4.1(w). Each
         Borrower and each of such Borrower's Subsidiaries owns good and
         marketable fee simple title to all of its owned real property, and none
         of its real property is subject to any Liens (other than Permitted
         Liens). None of the Borrowers nor any of their respective Subsidiaries
         owns or holds, or is obligated under or a party to, any option, right
         of first refusal or any other contractual right to purchase, acquire,
         sell, assign or dispose of any real property leased by it.

                  (x)      Environmental Matters. Except as is described in
         Schedule 4.1(x) attached hereto:

                           (i)      The Property does not contain, in, on or
                  under, including, without limitation, the soil and groundwater
                  thereunder, any Hazardous Materials in violation of
                  Environmental Laws or in amounts that could give rise to any
                  material liability under Environmental Laws.

                           (ii)     Each Borrower and each Subsidiary of a
                  Borrower is in compliance with all applicable Environmental
                  Laws, and there is no contamination or violation of any
                  Environmental Law which could materially interfere with the
                  continued operation of any of the Property or impair the
                  financial condition of the Borrowers and their Subsidiaries on
                  a consolidated basis.

                           (iii)    None of the Borrowers nor any of their
                  respective Subsidiaries has received from any Governmental
                  Authority any complaint, or notice of violation, alleged
                  violation, investigation or advisory action or notice of
                  potential liability regarding matters of environmental
                  protection or permit compliance under applicable Environmental
                  Laws with regard to the Property, nor is any Borrower aware
                  that any such notice is pending.

                           (iv)     Hazardous Materials have not been generated,
                  treated, stored, disposed of, at, on or under any of the
                  Property in violation of any Environmental Laws or in a manner
                  that could give rise to any material liability under
                  Environmental Laws nor have any Hazardous Materials been
                  transported or disposed of from any of the Property to any
                  other location in violation of any Environmental Laws or in a
                  manner that could give rise to liability under Environmental
                  Laws.

                           (v)      None of the Borrowers nor any of their
                  respective Subsidiaries is a party to any governmental
                  administrative actions or judicial proceedings pending under
                  any Environmental Law with respect to any of the Property, nor
                  are there any consent decrees or other decrees, consent
                  orders, administrative orders or other orders, or other
                  administrative or judicial requirements outstanding under any
                  Environmental Law with respect to any of the Property.


                                       59


                           (vi)     There has been no release or threat of
                  release of Hazardous Materials into the environment at or from
                  any of the Property, or arising from or relating to the
                  operations of the Borrowers, in material violation of
                  Environmental Laws or in amounts that could give rise to any
                  material liability under Environmental Laws.

                  (y)      OSHA. All of the operations of the Borrowers and
         their respective Subsidiaries are conducted in all material respects in
         compliance with all applicable rules and regulations promulgated by the
         Occupational Safety and Health Administration of the United States
         Department of Labor.

                  (z)      Name of Borrowers. Except as set forth in Schedule
         4.1(z), none of the Borrowers nor any of their respective Subsidiaries
         has changed its name within the preceding five (5) years from the
         Agreement Date, nor has any Borrower or any Subsidiary of a Borrower
         transacted business under any other name or trade name.

                  (aa)     Investment Company Act. None of the Borrowers nor any
         of their respective Subsidiaries is required to register under the
         provisions of the Investment Company Act of 1940, as amended, and
         neither the entering into or performance by any Borrower of this
         Agreement nor the issuance of the Notes violates any provision of such
         Act or requires any consent, approval, or authorization of, or
         registration with, any governmental or public body or authority
         pursuant to any of the provisions of such Act.

                  (bb)     Holding Company Status. The Parent does not own or
         lease, directly or indirectly, any real, personal, intangible or
         tangible property of any nature, other than such Capital Stock of Bull
         Run, and the Parent does not conduct, transact or otherwise engage in
         any business or operations other than those incidental to the ownership
         of such Capital Stock of Bull Run. Datasouth does not own any material
         assets other than the AMT Note and Capital Stock of Gray Communications
         System, Inc.

         Section 4.2       Representations and Warranties Relating to Accounts.
With respect to all Accounts which are identified or included on any Schedule,
Borrowing Base Certificate or other report as Eligible Accounts, each Borrower
hereby warrants and represents to the Administrative Agent and the Lenders to
the best of their knowledge that:

                  (a)      They are genuine and in all respects what they
         purport to be, and they are not evidenced by judgments;

                  (b)      They arise out of completed, bona fide sales of goods
         or rendition of services by the Borrowers in the ordinary course of
         their business and in accordance with the terms and conditions of all
         purchase orders, contracts or other documents relating thereto and
         forming a part of the contract between the Borrowers and the Account
         Debtors;

                  (c)      They are for liquidated amounts maturing as stated in
         the duplicate invoice covering such sale or rendition of services,
         copies of which have been furnished or are available to the
         Administrative Agent;


                                       60


                  (d)      None of the Borrowers has made an agreement with any
         Account Debtor thereunder for any deduction therefrom, except discounts
         or allowances which are granted by the Borrowers in the ordinary course
         of their business for prompt payment or volume purchases and which are
         reflected in the calculation of the net amount of each respective
         invoice related thereto;

                  (e)      There are no facts, events or occurrences of which
         the Borrowers have knowledge which in any way impair the validity or
         enforceability thereof or which will reduce the amount payable
         thereunder from the face amount of the invoice and statements delivered
         to the Administrative Agent with respect thereto;

                  (f)      To the best of the Borrowers' knowledge, the Account
         Debtors thereunder (i) had the capacity to contract at the time any
         contract or other document giving rise to the Accounts were executed
         and (ii) such Account Debtors are solvent; and

                  (g)      None of the Borrowers has knowledge of any fact or
         circumstance which would impair the validity or collectibility of the
         Accounts, and to the best of the Borrowers' knowledge, there are no
         proceedings or actions which are threatened or pending against any
         Account Debtor thereunder which might result in any material adverse
         change in such Account Debtor's financial condition or the
         collectibility of such Account.

         Section 4.3       Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement shall be deemed to be
made, and shall be true and correct, at and as of the Agreement Date and the
date of each Advance or issuance of a Letter of Credit hereunder, except to the
extent previously fulfilled in accordance with the terms hereof and to the
extent subsequently inapplicable. All representations and warranties made under
this Agreement shall survive, and not be waived by, the execution hereof by the
Lenders, the Issuing Banks and the Administrative Agent, any investigation or
inquiry by any Lender or the Administrative Agent or the making of any Advance
or issuance of a Letter of Credit under this Agreement.

                                   ARTICLE 5
                                GENERAL COVENANTS

         So long as any of the Obligations are outstanding and unpaid or the
Borrowers shall have the right to borrow, or to have a Letter of Credit issued,
hereunder (whether or not the conditions to borrowing have been or can be
fulfilled), and unless all of the Lenders shall otherwise consent in writing:

         Section 5.1 Preservation of Existence and Similar Matters. Each
Borrower will, and will cause each of its Subsidiaries to, (i) except as
provided in Section 7.7 hereof, preserve and maintain its existence, rights,
franchises, licenses, and privileges in its jurisdiction of incorporation,
including, without limitation, all Necessary Authorizations material to its
business, and (ii) qualify and remain qualified and authorized to do business in
each jurisdiction in which the character of its properties or the nature of
their respective business requires such qualification or authorization.


                                       61


         Section 5.2       Compliance with Applicable Law. Each Borrower will
comply, and will cause each of its Subsidiaries to comply, in all material
respects with the requirements of all Applicable Laws.

         Section 5.3       Maintenance of Properties. Each Borrower will
maintain, and will cause each of its Subsidiaries to maintain, or cause to be
maintained in the ordinary course of business in good repair, working order, and
condition, normal wear and tear and disposal of obsolete equipment excepted, all
properties used or useful in their respective businesses (whether owned or held
under lease), and from time to time make or cause to be made all needed and
appropriate repairs, renewals, replacements, additions, betterments, and
improvements thereto.

         Section 5.4       Accounting Methods and Financial Records. Each
Borrower will maintain, and will cause each of its Subsidiaries to maintain, a
system of accounting established and administered in accordance with GAAP, and
will keep, and will cause each of its Subsidiaries to keep, adequate records and
books of account in which complete entries will be made in accordance with such
accounting principles consistently applied and reflecting all transactions
required to be reflected by such accounting principles.

         Section 5.5       Insurance. Each Borrower will maintain, and will
cause each of its Subsidiaries to maintain, insurance including, but not limited
to, public liability, product liability, business interruption, and fidelity
coverage insurance, in such amounts and against such risks as would be customary
for companies in the same industry and of comparable size as such Borrower from
responsible companies having and maintaining an A.M. Best rating of "A minus" or
better and being in a size category of VI or larger or otherwise acceptable to
the Administrative Agent. In addition to the foregoing, each Borrower further
agrees to maintain and pay for insurance upon all goods constituting Collateral
wherever located, in storage or in transit in vehicles, including goods
evidenced by documents, covering casualty, hazard, public liability, and such
other risks and in such amounts as would be customary for companies in the same
industry and of comparable size as such Borrower, from responsible companies
having and maintaining an A.M. Best rating of "A minus" or better and being in a
size category of VI or larger or otherwise acceptable to the Administrative
Agent to insure its interest and the interest of the Lenders in such Collateral.
All such property insurance policies shall name the Administrative Agent as loss
payee and all liability insurance policies shall name the Administrative Agent
as additional insured. Each Borrower shall deliver the original certificates of
insurance evidencing that the required insurance is in force together with
satisfactory lender's loss payable and additional insured, as applicable,
endorsements. Each policy of insurance or endorsement shall contain a clause
requiring the insurer to give not less than thirty (30) days' prior written
notice to the Administrative Agent in the event of cancellation or modification
of the policy for any reason whatsoever and a clause that the interest of the
Administrative Agent shall not be impaired or invalidated by any act or neglect
of any Borrower or owner of the Collateral nor by the occupation of the premises
for purposes more hazardous than are permitted by said policy. If any Borrower
fails to provide and pay for such insurance, the Administrative Agent may, at
the Borrowers' expense, procure the same, but shall not be required to do so.
Each Borrower agrees to deliver to the Administrative Agent, promptly as
rendered, true copies of all reports made in any reporting forms to insurance
companies.



                                       62


         Section 5.6 Payment of Taxes and Claims. Each Borrower will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments, and governmental charges or levies imposed upon it or upon
its incomes or profits or upon any properties belonging to it prior to the date
on which penalties attach thereto, and all lawful claims for labor, materials
and supplies which have become due and payable and which by law have or may
become a Lien upon any of its Property, except that, no such tax, assessment,
charge, levy, or claim need be paid which is being contested in good faith by
appropriate proceedings and for which adequate reserves shall have been set
aside on the appropriate books, but only so long as such tax, assessment,
charge, levy, or claim does not become a Lien or charge other than a Permitted
Lien, and no foreclosure, distraint, sale, or similar proceedings shall have
been commenced and remain unstayed for a period thirty (30) days after such
commencement. Each Borrower shall timely file and shall cause each of its
Subsidiaries timely to file, all information returns required by federal, state,
or local tax authorities.

         Section 5.7       Visits and Inspections. Each Borrower will permit,
and will cause each of its Subsidiaries to permit, representatives of the
Administrative Agent, the Issuing Banks and the Lenders, upon at least 24 hours
notice to the Borrowers, or, upon the occurrence of a Default, without notice,
to (a) visit and inspect the properties of such Borrower and each of such
Borrower's Subsidiaries, (b) inspect and make extracts from and copies of its
books and records, and (c) discuss with its principal officers its businesses,
assets, liabilities, financial positions, results of operations, and business
prospects relating to the Borrowers. In addition to the foregoing, the Lenders
and their respective officers, employees and agents shall have the right, from
time to time in their sole discretion and at the sole expense of the Borrowers,
to conduct field audits with respect to the Collateral.

         Section 5.8       Conduct of Business. Each Borrower shall continue,
and shall cause each of its Subsidiaries to continue, to engage in business of
the same general type as now respectively conducted by it.

         Section 5.9       ERISA. Each Borrower shall at all times make, or
cause to be made, prompt payment of contributions required to meet the minimum
funding standards set forth in ERISA with respect to its and its ERISA
Affiliates' Plans; furnish to the Administrative Agent, promptly upon the
Administrative Agent's request therefor, copies of any annual report required to
be filed pursuant to ERISA in connection with each such Plan of it and its ERISA
Affiliates; notify the Administrative Agent as soon as practicable of any
Reportable Event and of any additional act or condition arising in connection
with any such Plan which such Borrower believes might constitute grounds for the
termination thereof by the Pension Benefit Guaranty Corporation or for the
appointment by the appropriate United States District Court of a trustee to
administer such Plan; and furnish to the Administrative Agent, promptly upon the
Administrative Agent's request therefor, such additional information concerning
any such Plan as may be requested by the Administrative Agent.

         Section 5.10      Lien Perfection. Each Borrower agrees to take any
action as may be required to perfect or continue the perfection of the
Administrative Agent's (on its behalf and on behalf of the Issuing Banks and the
Lenders) security interest in the Collateral. Each Borrower hereby authorizes
the Administrative Agent to execute and file any such financing statement on
such Borrower's or such Subsidiary's behalf to the extent permitted by
Applicable Law.



                                       63


         Section 5.11      Location of Collateral; Consignment of Inventory. All
tangible Collateral, other than "Inventory" (as defined under the Prior Credit
Agreement) in-transit and "Inventory" (as defined under the Prior Credit
Agreement) sold in the ordinary course of business, has, at all times, been kept
by the Borrowers at one or more of the business locations of the Borrowers set
forth in Schedule 5.11. The Administrative Agent's (on behalf of itself and on
behalf of the Issuing Banks and the Lenders) security interest in such Inventory
is and continues to be a duly perfected, first priority Lien thereon; neither
the Borrowers' nor the Administrative Agent's right of entry upon the premises
where such Inventory is stored or its right to remove the Inventory therefrom,
is in any way restricted; the owner of such premises, and any bailee,
warehouseman or similar party that will be in possession of such Inventory,
shall have executed and delivered to the Administrative Agent an agreement, in
form and substance reasonably acceptable to the Administrative Agent, waiving
any landlord's, bailee's, warehouseman's or other Lien in respect of the
Inventory for unpaid rent or storage charges; and all negotiable documents and
receipts in respect of any Collateral maintained at such premises are promptly
delivered to the Administrative Agent.

         Section 5.12      Protection of Collateral. All insurance expenses and
expenses of protecting, storing, warehousing, insuring, handling, maintaining
and shipping the Collateral (including, without limitation, all rent payable by
any Borrower to any landlord of any premises where any of the Collateral may be
located), and any and all excise, property, sales, and use taxes imposed by any
state, federal, or local authority on any of the Collateral or in respect of the
sale thereof, shall be borne and paid by the Borrowers. If any Borrower fails to
promptly pay any portion thereof when due, the Lenders may, at their option, but
shall not be required to, make a Base Rate Advance for such purpose and pay the
same directly to the appropriate Person. The Borrowers agree to reimburse the
Lenders promptly therefor with interest accruing thereon daily at the Default
Rate provided in this Agreement. All sums so paid or incurred by the Lenders for
any of the foregoing and all reasonable costs and expenses (including attorneys'
fees, legal expenses, and court costs) which the Lenders may incur in enforcing
or protecting the Lien on or rights and interest in the Collateral or any of its
rights or remedies under this or any other agreement between the parties hereto
or in respect of any of the transactions to be had hereunder until paid by the
Borrowers to the Lenders with interest at the Default Rate, shall be considered
Obligations owing by the Borrowers to the Lenders hereunder. Such Obligations
shall be secured by all Collateral and by any and all other collateral,
security, assets, reserves, or funds of any Borrower in or coming into the hands
or inuring to the benefit of the Lenders. Neither the Administrative Agent nor
the Lenders shall be liable or responsible in any way for the safekeeping of any
of the Collateral or for any loss or damage thereto (except for reasonable care
in the custody thereof while any Collateral is in the Administrative Agent's or
the Lenders' actual possession) or for any diminution in the value thereof, or
for any act or default of any warehouseman, carrier, forwarding agency, or other
person whomsoever, but the same shall be at the Borrowers' sole risk.

         Section 5.13      Assignments and Records of Accounts. If so requested
by the Administrative Agent following an Event of Default, each Borrower shall
execute and deliver to the Administrative Agent formal written assignments of
all of the Accounts daily, which shall include all Accounts that have been
created since the date of the last assignment, together with copies of invoices
or invoice registers related thereto. Each Borrower shall keep accurate and
complete records of the Accounts and all payments and collections thereon.



                                       64


         Section 5.14      Administration of Accounts.

                  (a)      The Administrative Agent retains the right after the
         occurrence of an Event of Default to notify the Account Debtors that
         the Accounts have been assigned to the Administrative Agent and to
         collect the Accounts directly in its own name and to charge the
         collection costs and expenses, including, without limitation,
         attorneys' fees, to the Borrowers. The Administrative Agent has no duty
         to protect, insure, collect or realize upon the Accounts or preserve
         rights in them. Each Borrower hereby irrevocably makes, constitutes,
         and appoints the Administrative Agent as such Borrower's true and
         lawful attorney and agent-in-fact to endorse such Borrower's name on
         any checks, notes, drafts or other payments relating to, the Accounts
         which come into the Administrative Agent's possession or under the
         Administrative Agent's control as a result of its taking any of the
         foregoing actions. Additionally, the Administrative Agent shall have
         the right to collect and settle or adjust all disputes and claims
         directly with the Account Debtor and to compromise the amount or extend
         the time for payment of the Accounts upon such terms and conditions as
         the Administrative Agent may deem advisable, and to charge the
         deficiencies, reasonable costs, and expenses thereof, including,
         without limitation, attorney's fees, to the Borrowers.

                  (b)      If an Account includes a charge for any tax payable
         to any governmental taxing authority, the Lenders are authorized, in
         their sole discretion, to pay the amount thereof to the proper taxing
         authority for the account of the Borrowers and to make a Base Rate
         Advance to the Borrowers to pay therefor. The Borrowers shall notify
         the Administrative Agent if any Account includes any tax due to any
         governmental taxing authority and, in the absence of such notice, the
         Administrative Agent shall have the right to retain the full proceeds
         of the Account and shall not be liable for any taxes to any
         governmental taxing authority that may be due by any Borrower by reason
         of the sale and delivery creating the Account.

                  (c)      After a Default or an Event of Default has occurred,
         any of the Administrative Agent's officers, employees or agents shall
         have the right, at any time or times hereafter, in the name of the
         Lenders, or any designee of the Lenders or the Borrowers, to verify the
         validity, amount or other matter relating to any Accounts by mail,
         telephone, telegraph or facsimile. Each Borrower shall cooperate fully
         with the Administrative Agent and the Lenders in an effort to
         facilitate and promptly conclude any such verification process.

         Section 5.15      Bank Accounts. All bank accounts of the Borrowers are
listed on Schedule 5.15 and such schedule designates which such accounts are
deposit accounts. After the Agreement Date, none of the Borrowers shall open any
other deposit account without the written consent of the Administrative Agent.

         Section 5.16      Further Assurances. Each Borrower will promptly cure,
or cause to be cured, defects in the creation and issuance of any of the Notes
and the execution and delivery of the Loan Documents (including this Agreement),
resulting from any act or failure to act by any Borrower or any Subsidiary of
any Borrower or any employee or officer thereof. The Borrowers, at their sole
expense, will promptly execute and deliver to the Administrative Agent


                                       65

and the Lenders, or cause to be executed and delivered to the Administrative
Agent and the Lenders, all documents necessary to pledge to the Administrative
Agent for its benefit and the benefit of the Issuing Banks and the Lenders, any
assets of the Borrowers and their Subsidiaries hereafter acquired or which
hereafter become unencumbered, and all such other and further documents,
agreements, and instruments in compliance with or accomplishment of the
covenants and agreements of the Borrowers in the Loan Documents, including,
without limitation, this Agreement, or to correct any omissions in the Loan
Documents, or more fully to state the obligations set out herein or in any of
the Loan Documents, or to obtain any consents, all as may be reasonably
necessary or appropriate in connection therewith or as may be reasonably
requested.

         Section 5.17      Broker's Claims. Each Borrower hereby indemnifies and
agrees to hold each of the Administrative Agent, the Issuing Banks and each of
the Lenders harmless from and against any and all losses, liabilities, damages,
costs, and expenses which may be suffered or incurred by the Administrative
Agent, the Issuing Banks or any of the Lenders in respect of any claim, suit,
action or cause of action now or hereafter asserted by a broker or any Person
acting in a similar capacity arising from or in connection with the execution
and delivery of this Agreement or any other Loan Document or the consummation of
the transactions contemplated herein or therein.

         Section 5.18      Indemnity. Each Borrower will indemnify and hold
harmless each of the Administrative Agent, the Issuing Banks and each of the
Lenders and each of their respective employees, representatives, officers and
directors from and against any and all claims, liabilities, investigations,
losses, damages, actions, and demands by any party against the Administrative
Agent, the Issuing Banks and the Lenders, or any of them, resulting from any
breach or alleged breach by any Borrower of any representation or warranty made
hereunder, or otherwise arising out of the Commitments or the making,
administration or enforcement of the Loan Documents and the Loans, unless, with
respect to any of the above, the Administrative Agent, the Issuing Banks and the
Lenders, or any of them, are finally judicially determined to have acted or
failed to act with gross negligence or willful misconduct. This Section 5.18
shall survive termination of this Agreement.

         Section 5.19      Environmental Matters. The conduct of each of the
Borrowers' and their respective Subsidiaries' business operations will not
violate any Environmental Laws in any material respect, and none of the
Borrowers will use, or permit any other party to use, any Hazardous Materials at
any of its places of business except such materials as are incidental to such
Borrower's or such Subsidiary's normal course of business, maintenance and
repairs, and then only in compliance with all applicable Environmental Laws.
Each Borrower shall apply for and/or timely renew all permits required for the
business operations at its places of business or otherwise. The Borrowers shall
promptly notify the Administrative Agent in writing of (i) any and all
enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted, completed or threatened in writing pursuant to any
applicable Environmental Law; and (ii) all claims made or threatened by any
third party against any Borrower or any Subsidiary of any Borrower relating to
damages, contribution, cost recover compensation, loss or injury resulting from
any Hazardous Materials which, in either case, could reasonably be expected to
result in liability under Environmental Laws in excess of $50,000. The Borrowers
shall promptly notify the Administrative Agent of any remedial action taken by
any Borrower or any


                                       66

Subsidiary of any Borrower pursuant to Environmental Laws with respect to such
Borrower's or such Subsidiary's business operations. Upon the request of the
Administrative Agent, the Borrowers shall arrange to have conducted by auditors,
reasonably acceptable to the Administrative Agent, environmental audits with
respect to the Property of the Borrowers and shall provide to the Administrative
Agent copies of such environmental audits, which shall be satisfactory to the
Administrative Agent in all respects.

         Section 5.20      [Reserved.]

         Section 5.21      Formation of Subsidiaries. At the time of the
formation of any direct or indirect Subsidiary of any Borrower or the
acquisition of any Subsidiary of any Borrower after the Agreement Date to the
extent permitted by this Agreement, such Borrower and its Subsidiaries, as
appropriate, shall (a) with respect to any new domestic Subsidiary of the
Borrower, provide to the Administrative Agent a Subsidiary Guaranty, Subsidiary
Security Agreement, and such other security documents or supplements to existing
security documents, together with appropriate UCC-1 financing statements, all in
form and substance reasonably satisfactory to the Administrative Agent, (b) with
respect to each new Subsidiary of any Borrower, a pledge agreement, together
with original stock certificates or other instruments and appropriate transfer
powers and UCC-1 financing statements, pledging such Borrower's and any
Subsidiary of such Borrower's direct or beneficial ownership interest in such
Subsidiary, in form and substance reasonably satisfactory to the Administrative
Agent (and with respect to foreign Subsidiaries limited to 65% of the Capital
Stock or other ownership interest in any foreign Subsidiary), and (c) with
respect to each new Subsidiary of any Borrower, provide all other documentation,
including one or more opinions of counsel satisfactory to the Administrative
Agent which in its reasonable opinion is appropriate with respect to such
formation and the execution and delivery of the applicable documentation
referred to above. Any such document, agreement or instrument executed or issued
pursuant to this Section 5.21 shall be a "Loan Document" for purposes of this
Agreement.

         Section 5.22      E&Y Litigation. In the event that the Parent receives
any proceeds in connection with the E&Y Litigation, the Parent shall immediately
contribute such proceeds to Bull Run for prepayment of the Loans, and Bull Run
shall use such proceeds (less any related reasonable fees and expenses in
connection therewith) to make such prepayment, pursuant to Section 2.6(d)(iv)
hereof.

                                   ARTICLE 6
                              INFORMATION COVENANTS

         So long as any of the Obligations are outstanding and unpaid or the
Borrowers have a right to borrow, or to have Letters of Credit issued, hereunder
(whether or not the conditions to borrowing have been or can be fulfilled) and
unless all of the Lenders shall otherwise consent in writing, the Borrowers will
furnish or cause to be furnished to each Lender and to the Administrative Agent
at their respective offices:

         Section 6.1       Monthly Financial Statements and Information. Within
thirty (30) days after the last day of each fiscal month in each fiscal year of
the Parent (except those months ending on the last day of each fiscal quarter),
the balance sheet of the Parent as at the end of such





                                       67

fiscal month, and the related statement of income and retained earnings for such
fiscal month and for the elapsed portion of the year ended with the last day of
such fiscal month, all of which shall be certified by an Authorized Signatory to
be, in his or her opinion, complete and correct in all material respects and to
present fairly in accordance with GAAP the financial position of the Parent, as
at the end of such period and the results of operations for such period, and for
the elapsed portion of the fiscal year ended with the last day of such period,
subject only to normal year-end adjustments.

         Section 6.2       Quarterly Financial Statements and Information.
Within forty-five (45) days after the last day of each fiscal quarter in each
fiscal year of the Parent beginning with the fiscal quarter ending November 30,
2002, the balance sheet of the Parent as at the end of such fiscal quarter, and
the related statement of income and retained earnings and related statement of
cash flows for such fiscal quarter and for the elapsed portion of the year ended
with the last day of such fiscal quarter, which financial statements shall set
forth in comparative form such figures as at the end of such fiscal quarter
during the previous fiscal year and for such fiscal quarter during the previous
fiscal year, all of which shall be on a consolidated and consolidating basis
with the Parent's Subsidiaries and shall be certified by an Authorized Signatory
to be, in his or her opinion, complete and correct in all material respects and
to present fairly in accordance with GAAP the financial position of the Parent,
as at the end of such period and the results of operations for such period, and
for the elapsed portion of the fiscal year ended with the last day of such
period, subject only to normal year-end adjustments. Such financial statements
for the two months ended August 31, 2002, shall be delivered no later than
November 15, 2002.

         Section 6.3       Annual Financial Statements and Information;
Certificate of No Default. Within one hundred and seven (107) days after the end
of the fiscal year of the Parent ended June 30, 2002, and within ninety (90)
days after the end of each fiscal year of the Parent thereafter, the audited
balance sheet of the Parent as at the end of such year, all of which shall be on
a consolidated basis with the Parent's Subsidiaries, and the related audited
statements of income and retained earnings and related audited statements of
cash flows for such year, which financial statements shall set forth in
comparative form such figures as at the end of and for the previous year, and
shall be accompanied by an opinion of independent certified public accountants
of recognized standing satisfactory to the Administrative Agent, stating that
such financial statements are unqualified and prepared without deviation from
GAAP, without any explanatory paragraphs, together with consolidating statements
prepared by the Parent and a statement of the chief financial officers of the
Parent and Bull Run certifying that no Default or Event of Default, including,
without limitation, any Default under Sections 7.8, 7.9, 7.10 and 7.11 hereof,
was detected during the examination of the Parent and the Borrowers.

         Section 6.4       Performance Certificates. At the time the financial
statements are furnished pursuant to Section 6.2 with respect to each fiscal
quarter end and Section 6.3 with respect to each fiscal year end, a certificate
of an Authorized Signatory of the Parent, in the form of Exhibit X attached
hereto:

                  (a)      Setting forth as at the end of such quarter or year,
         as the case may be, the arithmetical calculations required to establish
         whether or not the Borrowers were in compliance with the requirements
         of Sections 7.8, 7.9 and 7.10 hereof; and


                                       68


                  (b)      Stating that, to the best of his or her knowledge, no
         Default or Event of Default has occurred as at the end of such quarter
         or year, as the case may be, or, if a Default or an Event of Default
         has occurred, disclosing each such Default or Event of Default and its
         nature, when it occurred, whether it is continuing, and the steps being
         taken by the Borrowers with respect to such Default or Event of
         Default.

         Section 6.5       Access to Accountants. The Parent and each of the
Borrowers hereby (i) authorize the Administrative Agent to communicate with
their independent public accountants through requests made through the chief
financial officers of the Parent or any of the Borrowers, respectively, and (ii)
authorize these accountants to disclose to the Administrative Agent any and all
financial statements and other supporting financial data, including matters
relating to the annual audit and copies of any arrangement letter with respect
to its business, financial condition and other affairs. On or before the
Agreement Date, the Parent and each of the Borrowers shall deliver to its
independent public accountant a letter authorizing such accountants to comply
with the provisions of this Section 6.5.

         Section 6.6       Additional Reports.

                  (a)      Promptly after preparation thereof, but no later than
         fifteen (15) days after the end of each month (and if such day is not a
         Business Day, on the next succeeding Business Day thereafter), the
         Borrowers shall deliver to the Administrative Agent and to any Lender
         requesting the same, a Borrowing Base Certificate as of the last day of
         the preceding month, which shall be in such form as shall be
         satisfactory to the Administrative Agent, setting forth the Eligible
         Accounts and a categorical breakdown of all Accounts as of such last
         day of such month. Notwithstanding the foregoing, during the period of
         any Robinson Collateral Event, the Borrowers shall not be required to
         deliver Borrowing Base Certificates pursuant to this Section 6.6(a);
         provided, however, that once such period has ended, the Borrowers shall
         deliver to the Administrative Agent and any Lender requesting the same
         a Borrowing Base Certificate within fifteen (15) days after the end of
         the then current month, and then, in accordance with the first sentence
         of this Section 6.6(a).

                  (b)      Within five (5) Business Days after the end of each
         month, the Borrowers shall deliver to the Administrative Agent and to
         any Lender requesting the same, in form acceptable to the
         Administrative Agent, a detailed aged trial balance of all Accounts
         existing as of the last day of the preceding month, specifying the
         names, addresses, face value, dates of invoices and due dates for each
         Account Debtor obligated on an Account so listed and all other
         information necessary to calculate Eligible Accounts as of such last
         day of the preceding month and, within fifteen (15) days of the
         Administrative Agent's request therefor (but no sooner than fifteen
         (15) days following the end of any month), copies of proof of delivery
         and the original copy of all documents, including, without limitation,
         repayment histories and present status reports relating to the Accounts
         so scheduled and such other matters and information relating to the
         status of then existing Accounts as the Administrative Agent shall
         request.

                  (c)      Promptly upon receipt thereof, the Parent and the
         Borrowers shall deliver to the Administrative Agent and the Lenders
         copies of all final reports, if any, submitted


                                       69


         to the Parent or any Borrower by its independent public accountants in
         connection with any annual or interim audit of any of the Parent, the
         Borrowers or any of their respective Subsidiaries, including, without
         limitation, any final management report prepared in connection with the
         annual audit referred to in Section 6.3 hereof.

                  (d)      Within sixty (60) days after the commencement of each
         of the Borrowers' fiscal years, the Borrowers shall deliver to the
         Administrative Agent and the Lenders the annual operating plan for the
         Borrowers and their Subsidiaries, which plan has been approved by the
         Borrowers' board of directors, including, without limitation, an annual
         budget for the Borrowers and their Subsidiaries, including forecasts of
         the income statement, the balance sheet and an operating profit and
         cash flow statement for the immediately succeeding year on a month by
         month basis.

                  (e)      To initiate the beginning of a Robinson Collateral
         Event, Robinson or any Borrower shall deliver to the Administrative
         Agent a Robinson Notice certifying that a Robinson Collateral Event has
         occurred and is continuing, provided, that, in order for the applicable
         Interest Rate Margin to be in effect on such Business Day, the
         Administrative Agent must receive such Robinson Notice prior to 11:00
         a.m. (Eastern time) on such Business Day. During any period a Robinson
         Collateral Event is occurring, Robinson or any Borrower shall deliver
         to the Administrative Agent on the penultimate Business Day of each
         month during which such Robinson Collateral Event is continuing a
         Robinson Notice certifying that such Robinson Collateral Event is
         continuing. Within three (3) Business Days of such Robinson Collateral
         Event terminating, Robinson or any Borrower shall deliver to the
         Administrative Agent a Robinson Notice certifying that such Robinson
         Collateral Event has terminated.

                  (f)      To the extent not covered elsewhere in this Article
         6, promptly after the sending thereof, the Borrowers shall deliver to
         the Administrative Agent and the Lenders copies of all financial
         statements, reports and other information which any of the Parent, the
         Borrowers or any of their respective Subsidiaries sends to any holder
         of its Indebtedness (including the Subordinated Debt) or its securities
         or which any of the Parent, the Borrowers or any of their respective
         Subsidiaries files with the Securities and Exchange Commission or any
         national securities exchange.

                  (g)      From time to time and promptly upon each request, the
         Borrowers shall deliver to the Administrative Agent, on behalf of
         itself and on behalf of the Lenders, such data, certificates, reports,
         statements, opinions of counsel, documents, or further information
         regarding the business, assets, liabilities, financial position,
         projections, results of operations, or business prospects of the
         Parent, any of the Borrowers or any of their respective Subsidiaries as
         the Administrative Agent or any Lender may reasonably request.

         Section 6.7       Notice of Litigation and Other Matters.

                  (a)      Within fifteen (15) Business Days of the Parent's or
         any Borrower's obtaining knowledge of the institution of, or written
         threat of, any action, suit, governmental investigation or arbitration
         proceeding against the Parent, any of the


                                       70

         Borrowers or any of their respective Subsidiaries or any Property,
         which action, suit, governmental investigation or arbitration
         proceeding exposes, in the Borrowers' reasonable judgment, the Parent,
         any Borrower or any Subsidiary of any Borrower to liability in an
         aggregate amount in excess of $200,000, the Parent and the Borrowers
         shall notify the Administrative Agent and the Lenders of the occurrence
         thereof, and the Parent and the Borrowers shall provide such additional
         information with respect to such matters as the Administrative Agent or
         the Lenders may reasonably request.

                  (b)      Promptly upon, but in no event later than two (2)
         Business Days after, the occurrence of any default (whether or not the
         Parent or any Borrower has received notice thereof from any other
         Person) on Indebtedness of the Parent, any Borrower or any Subsidiary
         of any Borrower which singly, or in the aggregate exceeds $200,000, the
         Parent and the Borrowers shall notify the Administrative Agent and the
         Lenders of the occurrence thereof.

                  (c)      Promptly upon, but in no event later than two (2)
         Business Days after, the occurrence of any default on any Indebtedness
         of any Person owed to the Parent or any Borrower, which singly or in
         the aggregate exceeds $200,000, the Parent and the Borrowers shall
         notify the Administrative Agent and the Lenders of the occurrence
         thereof.

                  (d)      Promptly upon, but in no event later than two (2)
         Business Days after, any Borrower's receipt of notice or the pendency
         of any proceeding for the condemnation or other taking of any real
         property of any Borrower or any Subsidiary of any Borrower, the
         Borrowers shall notify the Administrative Agent and the Lenders of the
         occurrence thereof.

                  (e)      Promptly upon, but in no event later than two (2)
         Business Days after, any Borrower's receipt of notice of any material
         adverse change with respect to the business, assets, liabilities,
         financial position, or results of operations of the Borrowers and their
         Subsidiaries taken as a whole, other than changes in the ordinary
         course of business which have not had and are not likely to have a
         Materially Adverse Effect, the Borrowers shall notify the
         Administrative Agent and the Lenders of the occurrence thereof.

                  (f)      Promptly following, but in no event later than two
         (2) Business Days after, any material amendment or change to the budget
         submitted to the Administrative Agent and the Lenders pursuant to
         Section 6.6(d) hereof, the Borrowers shall notify the Administrative
         Agent and the Lenders of the occurrence thereof.

                  (g)      Promptly following, but in no event later than two
         (2) Business Days after, any (i) Default under any Loan Document, or
         (ii) default under any other agreement (other than those referenced in
         Section 6.7(b) or clause (i) of this Section 6.7(g) above) to which any
         Borrower or any Subsidiary of any Borrower is a party or by which any
         of their respective properties is bound which could reasonably be
         expected to have a Materially Adverse Effect, then the Borrowers shall
         notify the Administrative Agent and the Lenders of the occurrence
         thereof giving in each case the details thereof and specifying the
         action proposed to be taken with respect thereto.



                                       71


                  (h)      Promptly following, but in no event later than two
         (2) Business Days after, the occurrence of any Reportable Event or a
         "prohibited transaction" (as such term is defined in Section 406 of
         ERISA or Section 4975 of the Code) with respect to any Plan of any
         Borrower or any of its ERISA Affiliates or the institution or
         threatened institution by the Pension Benefit Guaranty Corporation of
         proceedings under ERISA to terminate or to partially terminate any such
         Plan or the commencement or threatened commencement of any litigation
         regarding any such Plan or naming it or the trustee of any such Plan
         with respect to such Plan (other than claims for benefits in the
         ordinary course of business), the Borrowers shall notify the
         Administrative Agent and the Lenders of the occurrence thereof.

                  (i)      Promptly upon, but in no event later than two (2)
         Business Days after, the receipt by any Borrower of a notice under the
         AMT Subordination Agreement, the Borrowers shall deliver a copy of such
         notice to the Administrative Agent.

                                   Article 7
                               NEGATIVE COVENANTS

         So long as any of the Obligations are outstanding and unpaid or the
Borrowers have a right to borrow, or to have Letters of Credit issued, hereunder
(whether or not the conditions to borrowing have been or can be fulfilled) and
unless all of the Lenders shall otherwise give their prior consent in writing:

         Section 7.1       Indebtedness. None of the Parent or the Borrowers
will create, assume, incur, or otherwise become or remain obligated in respect
of, or permit to be outstanding, or permit any of their respective Subsidiaries
to create, assume, incur, or otherwise become obligated in respect of, or permit
to be outstanding, any Indebtedness except:

                  (a)      Indebtedness under this Agreement and the other Loan
         Documents;

                  (b)      the Subordinated Debt;

                  (c)      Trade or accounts payable and/or similar obligations,
         and accrued expenses, incurred in the ordinary course of business,
         other than for borrowed money;

                  (d)      Indebtedness secured by Permitted Liens described in
         clause (f) of the definition of Permitted Liens set forth in Article 1
         hereof and Capitalized Lease Obligations, collectively, not to exceed
         the aggregate principal amount of $300,000 at any time;

                  (e)      Guaranties permitted by Section 7.2;

                  (f)      Obligations under Interest Hedge Agreements with
         respect to notional amounts not to exceed the outstanding principal
         amount of the Loans;

                  (g)      Other unsecured Indebtedness incurred by any Borrower
         not to exceed $200,000 in the aggregate for all Borrowers outstanding
         from time to time;


                                       72

                  (h)      Indebtedness (i) of any Borrower to any other
         Borrower or to any Subsidiary of any Borrower which has executed a
         Subsidiary Security Agreement and a Subsidiary Guaranty and (ii) of any
         Subsidiary to any Borrower or any other Subsidiary of any Borrower
         which has executed a Subsidiary Security Agreement and a Subsidiary
         Guaranty;

                  (i)      At any time after exercise of the Call Option and
         payment of the Purchase Price (as defined in the Robinson Guaranty),
         Indebtedness in favor of Robinson resulting from the exercise of the
         Call Option;

                  (j)      (A) Extensions, renewals and replacements of
         Indebtedness permitted under paragraphs (b), (g) and (h) of this
         Section 7.1 that do not, in any case, (i) increase the outstanding
         principal amount thereof or (ii) result in an earlier maturity date or
         decreased weighted average life thereof, and (B) extensions, renewals
         and replacements of Indebtedness permitted under paragraph (i) of this
         Section 7.1;

                  (k)      Indebtedness evidenced by the Summit Subordinated
         Notes; and

                  (l)      Other subordinated Indebtedness incurred by the
         Borrowers on terms and conditions acceptable to the Administrative
         Agent in an amount not to exceed $12,500,000 less the Net Cash Proceeds
         of any Capital Stock issued by the Parent, or any Borrower or any of
         their Subsidiaries, which are not used to repay the Loans pursuant to
         Section 2.6(d)(i) hereof.

         Section 7.2       Guaranties. None of the Parent or the Borrowers will
at any time guarantee or enter into or assume any Guaranty, or be obligated with
respect to, or permit to be outstanding, any Guaranty, or permit any of their
respective Subsidiaries at any time to guarantee or enter into or assume any
Guaranty, or be obligated with respect to, or permit to be outstanding, any
Guaranty, in each case other than (a) obligations under repurchase agreements of
the Borrowers entered into in connection with the sale of products in the
ordinary course of business of the Borrowers, (b) obligations under agreements
of the Borrowers entered into in connection with the acquisition of services,
supplies, and equipment in the ordinary course of business of the Borrowers, (c)
endorsements of instruments in the ordinary course of business, (d) guaranties
of Indebtedness of the Borrowers and their Subsidiaries to the extent permitted
under Section 7.1, and (e) obligations identified on Schedule 7.2.

         Section 7.3 Liens.         None of the Parent or the Borrowers will
create, assume, incur, or permit to exist or to be created, assumed, or
permitted to exist, directly or indirectly, or permit any of their respective
Subsidiaries to create, assume, incur, or permit to exist or to be created,
assumed, or permitted to exist, directly or indirectly, any Lien on any of its
property, real or personal, now owned or hereafter acquired, except for
Permitted Liens.

         Section 7.4       Restricted Payments and Purchases. None of the
Borrowers shall directly or indirectly declare or make, or permit any of their
respective Subsidiaries to directly or indirectly make, any Restricted Payment
or Restricted Purchase, or set aside any funds for any such purpose; provided,
however, (a) any Subsidiary of a Borrower may make Restricted Payments to such
Borrower; (b) so long as no Default then exists or would be caused thereby,


                                       73

Bull Run may make distributions to the Parent (i) for the purpose of making
regularly scheduled interest payments due under the Subordinated Debt to the
extent permitted by the Subordinated Note, (ii) to make payments of principal
under the Subordinated Debt to the extent such payments are funded by Net Cash
Proceeds received by the Borrowers in connection with the (x) the issuance of
subordinated Indebtedness pursuant to Section 7.1(l) hereof and/or (y) the
issuance of Capital Stock of the Parent which is not required to repay the Loans
pursuant to Section 2.6(d)(i) hereof, and (iii) to pay (A) taxes and (B) other
administrative expenses not to exceed $100,000 in the aggregate in any fiscal
year; (c) any Borrower may make Restricted Payments to any other Borrower
provided that the Administrative Agent shall have received all supplements to
the Security Documents, original stock certificates and stock powers and such
other documents, instruments and agreements necessary to maintain the
Administrative Agent's Lien on the Collateral; (d) so long as (i) no Default or
Event of Default then exists or would be caused thereby, (ii) the Borrowers
shall provide to the Administrative Agent and the Lenders calculations
demonstrating pro forma compliance with Section 7.10 hereof after giving effect
to such purchase or payment, and (iii) the Borrowers shall prepay the Revolving
Loans to the extent required pursuant to Section 2.6(d)(iii) hereof, the
Borrowers may make the Summit Payment to the extent such payment is funded by
the Net Cash Proceeds of Capital Stock issued by the Parent or by any other form
of capital junior in payment to the Obligations issued upon terms acceptable to
the Administrative Agent.

         Section 7.5       Investments. None of the Parent or the Borrowers will
make, or permit any of their respective Subsidiaries to make, any loan or
advance to, or otherwise acquire for consideration evidences of Indebtedness,
Capital Stock, partnership interests or other securities of or equity interests
in any third party (each, an "Investment"), except that (a) the Borrowers may
purchase or otherwise acquire and own and may permit any of their respective
Subsidiaries to purchase or otherwise acquire and own, (i) marketable, direct
obligations of the United States of America and its agencies maturing within
three hundred sixty-five (365) days of the date of purchase, (ii) commercial
paper issued by corporations, each of which shall (A) have a consolidated net
worth of at least $250,000,000, and (B) conduct substantially all of its
business in the United States of America, which commercial paper will mature
within one hundred eighty (180) days from the date of the original issue thereof
and is rated "P-1" or better by Moody's Investors Service, Inc., or "A-1+" or
better by Standard & Poor's Corporation, (iii) certificates of deposit maturing
within three hundred sixty-five (365) days of the date of purchase and issued by
a United States national or state bank having deposits totaling more than
$250,000,000, and whose short-term debt is rated "P-1" or better by Moody's
Investors Service, Inc. or "A-1+" or better by Standard & Poor's Corporation,
and (iv) up to $100,000 per institution and up to $1,000,000 in the aggregate in
(A) short-term obligations issued by any local commercial bank or trust company
located in those areas where the Borrowers conduct their business, whose
deposits are insured by the Federal Deposit Insurance Corporation, or (B)
commercial bank-insured money market funds, or any combination of investments
described in clauses (A) and (B); (b) the Borrowers may hold the Investments in
existence on the Agreement Date and described on Schedule 4.1(l), provided that
advances due from NCAA Football, Inc. in the ordinary course of business shall
not exceed the offsetting account payable to NCAA Football, Inc. by $500,000 at
any time; (c) the Borrowers may hold the Capital Stock of their respective
Subsidiaries in existence on the Agreement Date and Capital Stock or other
assets permitted pursuant to Section 7.7(d) hereof; (d) the Borrowers may make
loans to employees of the Borrowers in an aggregate amount not to exceed
$300,000 at any one time outstanding; (e) the


                                       74

Borrowers may make payments in respect of Indebtedness permitted under Section
7.1 hereof; and (f) the Borrowers may make Investments in an amount not to
exceed $300,000 in the aggregate during any fiscal year period provided that, to
the extent applicable, the Administrative Agent shall have received all
supplements to the Security Documents, original stock certificates and stock
powers and such other documents, instruments and agreements necessary to
maintain the Administrative Agent's Lien on the Collateral.

         Section 7.6       Affiliate Transactions. Except as set forth on
Schedule 7.6, none of the Borrowers shall enter into or be a party to, or permit
any of their respective Subsidiaries to enter into or be a party to, any
agreement or transaction with any Affiliate except in the ordinary course of and
pursuant to the reasonable requirements of such Borrower's or such Subsidiary's
business and upon fair and reasonable terms that are no less favorable to such
Borrower or to such Subsidiary than it would obtain in a comparable arm's length
transaction with a Person not an Affiliate thereof, and on terms consistent with
the business relationship of such Borrower or such Subsidiary and such Affiliate
prior to the Agreement Date, if any.

         Section 7.7 Liquidation; Change in Ownership, Name, or Year;
Disposition or Acquisition of Assets. None of the Borrowers shall, or permit any
of their respective Subsidiaries to, at any time:

                  (a)      Liquidate or dissolve itself (or suffer any
         liquidation or dissolution) or otherwise wind up its business;

                  (b)      Sell, lease, abandon, transfer, trade or otherwise
         dispose of, in a single transaction or a series of related
         transactions, any assets (including any Capital Stock owned by such
         Borrower or such Subsidiary), property or business, except for the sale
         of Inventory in the ordinary course of business at the fair market
         value thereof and for cash or cash equivalents and except for physical
         assets used, consumed or otherwise disposed of in the ordinary course
         of business, except

                           (i)      the Borrowers may sell or otherwise dispose
                  of obsolete equipment with a sale value greater than $500,000
                  in the aggregate for all such assets that may be sold during
                  any year, so long as the Net Cash Proceeds from such sale are
                  applied to the Loans to the extent required by Section 2.6(d)
                  and any non-cash proceeds shall be pledged to the
                  Administrative Agent pursuant to the Security Agreement or
                  other document or agreement in form and substance reasonably
                  satisfactory to the Administrative Agent;

                           (ii)     the Borrowers may transfer assets amongst
                  themselves; and

                           (iii)    each Borrower may sell or dispose of
                  Collateral for cash proceeds only, provided, that, solely in
                  the case of this clause (iii), (w) no Default exists, or would
                  exist, after giving effect to such sale or disposition, (x)
                  such Borrower has provided the Administrative Agent with a
                  detailed proposal (a "Collateral Disposition Proposal") for
                  such sale or disposition in a form satisfactory to the
                  Administrative Agent, in its sole discretion, including,
                  without limitation, (1) identification of the Collateral to be
                  sold or disposed of, (2) the amount for


                                       75


                  which such Borrower is selling or disposing such Collateral,
                  such amount not to be less than the fair market value of such
                  Collateral, and the projected Net Cash Proceeds therefrom, and
                  (3) the purchaser of such Collateral, (y) the Net Cash
                  Proceeds of such Collateral sale or disposition are applied in
                  accordance with Section 2.6(d)(ii) hereof, and (z) such
                  Borrower has obtained the consent of (1) the Administrative
                  Agent with respect to any Collateral Disposition Proposal
                  projected to generate Net Cash Proceeds not to exceed
                  $6,000,000 and any Collateral Disposition Proposal projected
                  to generate Net Cash Proceeds in an aggregate amount, which
                  when taken together with the Net Cash Proceeds of all previous
                  sales or dispositions since the Agreement Date pursuant to
                  this clause (iii), not to exceed $18,000,000, and (2) the
                  Administrative Agent and the Lenders with respect to any
                  Collateral Disposition Proposal projected to generate Net Cash
                  Proceeds exceeding $6,000,000 and any Collateral Disposition
                  Proposal projected to generate Net Cash Proceeds in an
                  aggregate amount, which when taken together with the Net Cash
                  Proceeds of all previous sales or dispositions since the
                  Agreement Date pursuant to this clause (iii), exceeding
                  $18,000,000, in each case, such consent not to be unreasonably
                  withheld.

         The Administrative Agent shall respond to each Collateral Disposition
         Proposal to the relevant Borrower not later than five (5) Business Days
         after receipt thereof by the Administrative Agent.

                  (c)      Become a partner or joint venturer with any third
         party, or form any Subsidiary requiring cash investments of greater
         than $1,000,000 in the aggregate;

                  (d)      Acquire (i) all or any substantial part of the
         assets, property or business of, or (ii) any assets that constitute a
         division or operating unit of the business of, any other Person;

                  (e)      Merge or consolidate with any other Person other than
         another Borrower;

                  (f)      Change its corporate, partnership or limited
         liability company name or change its jurisdiction of incorporation
         without giving the Administrative Agent thirty (30) days' prior written
         notice of its intention to do so and complying with all requirements of
         the Lenders in regard thereto;

                  (g)      Change its year-end for accounting purposes from the
         fiscal year ending August 31;

                  (h)      Enter into any new business or make any material
         change in any of such Borrower's business objectives, purposes and
         operations; or

                  (i)      Transfer its principal place of business or chief
         executive office, or maintain warehouses or records with respect to
         Accounts or Inventory, to or at any locations other than those at which
         the same are presently kept or maintained, as set forth on Schedule
         4.1(w) hereto, without giving the Administrative Agent thirty (30)
         days' prior written notice of its intention to do so and complying with
         all requirements of the Lenders in regard thereto.


                                       76


         Section 7.8       Capital Expenditures. The Borrowers and their
Subsidiaries shall not make or incur in the aggregate any Capital Expenditures,
during the term of this Agreement, in excess of $600,000.

         Section 7.9       Minimum Adjusted EBITDA. The Borrowers shall not
permit Adjusted EBITDA for each period set forth below to be less than the
amount set forth opposite such period:



                          Period                                                    Minimum Adjusted EBITDA
         --------------------------------------                                     -----------------------
                                                                                 
         Three months ending November 30, 2002                                          $      200,000
         Six months ending February 28, 2003                                            $    4,600,000
         Nine months ending May 31, 2003                                                $    5,900,000


         Section 7.10      Minimum Net Worth. The Borrowers shall not permit the
Net Worth of the Parent, on a consolidated basis with its Subsidiaries, for each
period set forth below to be less than the amount set forth opposite as of such
period:




                          Period                                                       Minimum Net Worth
         --------------------------------------                                     -----------------------
                                                                                 
         For the two (2) months ended August 31,
         2002 and for fiscal $2,500,000
         quarter ending November 30, 2002
         From fiscal quarter ending February
         28, 2003 and for each $4,000,000
         fiscal quarter thereafter until the
         Maturity Date



         Section 7.11      Sales and Leasebacks. None of the Borrowers will
enter into, or permit any of their respective Subsidiaries to enter into, any
arrangement, directly or indirectly, with any third party whereby such Borrower
or such Subsidiary shall sell or transfer any property, real or personal,
whether now owned or hereafter acquired, and whereby such Borrower or such
Subsidiary shall then or thereafter rent or lease as lessee such property or any
part thereof or other property which such Borrower or such Subsidiary intends to
use for substantially the same purpose or purposes as the property sold or
transferred.

         Section 7.12      Amendment and Waiver. None of the Parent or any
Borrower, without the prior written consent of all of the Lenders, shall enter
into any amendment of, or agree to or accept any waiver of (a) its certificate
of incorporation and by-laws, if such amendment or waiver would adversely affect
the rights of the Borrowers, the Administrative Agent, the Issuing Banks and the
Lenders, or any of them, (b) the Subordinated Note, (c) the AMT Note and the AMT
Subordination Agreement, (d) the Summit Subordinated Notes (except amendments
and waivers to the Summit Subordinated Notes in connection with the Summit
Payment, on terms and conditions satisfactory to the Lenders) and (e) any
documents or instruments evidencing any subordinated Indebtedness issued
pursuant to Section 7.1(l) hereof.

         Section 7.13      ERISA Liability. None of the Borrowers nor any of
their respective Subsidiaries shall fail to meet all of the applicable minimum
funding requirements of ERISA and the Code, without regard to any waivers
thereof, and, to the extent that the assets of any of their


                                       77

respective Plans would be less than an amount sufficient to provide all accrued
benefits payable under such Plans, shall make the maximum deductible
contributions allowable under the Code. None of the Borrowers nor any of their
respective Subsidiaries shall (a) become a participant in any Multiemployer Plan
after the Agreement Date, or (b) withdraw from any Multiemployer Plan if such
withdrawal would result in material liability to any Borrower or any Subsidiary
of a Borrower.

         Section 7.14      Prepayments. Except as provided in Section 7.4
hereof, none of the Borrowers shall prepay, redeem, defease or purchase in any
manner, or deposit or set aside funds for the purpose of any of the foregoing,
make any payment in respect of principal of, or make any payment in respect of
interest on, any Funded Debt, except the Borrowers may (i) make regularly
scheduled payments of principal or interest required in accordance with the
terms of the instruments governing any Funded Debt permitted hereunder, and (ii)
make payments with respect to the Obligations; provided, however, that, except
as provided under Section 7.4 hereof, (a) the Borrowers shall not make any
payments or distributions to the Parent to be used, directly or indirectly, to
make payments or prepayments with respect to principal on the Subordinated Note,
or (b) make any direct or indirect payments or prepayments to any Person with
respect to principal on the Indebtedness evidenced by the Summit Subordinated
Notes.

         Section 7.15      Negative Pledge. None of the Parent or the Borrowers
shall, directly or indirectly, or permit any of their respective Subsidiaries
to, enter into any agreement (other than the Loan Documents) with any Person
that prohibits or restricts or limits the ability of the Parent, any Borrower or
any Subsidiary of any Borrower to create, incur, pledge, or suffer to exist any
Lien upon any of its respective assets except with respect to purchase money
liens, Capitalized Lease Obligations and operating leases but only as to the
assets so purchased or leased, or restricts the ability of any Subsidiary to pay
Dividends to any Borrower.

         Section 7.16      Holding Company Status. The Parent shall not conduct,
transact or otherwise engage in any business or operations other than those
incidental to the ownership of the Capital Stock of Bull Run.

                                   Article 8
                                    DEFAULT

         Section 8.1       Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule, or regulation
of any governmental or non-governmental body:

                  (a)      Any representation or warranty made under this
         Agreement shall prove incorrect or misleading in any material respect
         when made or deemed to have been made pursuant to Section 4.4 hereof;

                  (b)      Any payment of any principal under any Note or any
         reimbursement obligations with respect to any Letter of Credit payable
         hereunder shall not be received by the Administrative Agent on the date
         such payment is due, or any payment of any interest under any Note, or
         any fees payable hereunder or under the other Loan


                                       78


         Documents, shall not be received by the Administrative Agent
         within two (2) Business Days of the date such payment is due;

                  (c)      The Parent, any Borrower or Robinson shall default in
         the performance or observance of any agreement or covenant contained in
         Section 5.1, 5.5, 5.7, 5.19 or 5.22, or in Article 6 or Article 7
         hereof, in the Robinson Guaranty or in any Security Document;

                  (d)      The Parent or any Borrower shall default in the
         performance or observance of any other agreement or covenant contained
         in this Agreement not specifically referred to elsewhere in this
         Section 8.1, and such default, if curable, shall not be cured to all of
         the Lenders' satisfaction within a period of thirty (30) days from the
         earlier of (i) the date the Parent or any Borrower knew or should have
         known of such default or (ii) written notice thereof having been given
         to the Borrowers;

                  (e)      There shall occur any default in the performance or
         observance of any agreement or covenant or breach of any representation
         or warranty contained in any of the other Loan Documents (other than
         this Agreement or the Security Documents or as otherwise provided in
         this Section 8.1) which shall not be cured to all of the Lenders'
         satisfaction within the applicable cure period, if any, provided for in
         such Loan Document, or, if there is no applicable cure period set forth
         in such Loan Document, within a period of fifteen (15) days from the
         date of such default;

                  (f)      There shall occur any Change in Control;

                  (g)      There shall be entered a decree or order for relief
         in respect of the Parent, any Borrower, or any of their respective
         Subsidiaries, under the Bankruptcy Code, or any other applicable
         federal or state bankruptcy law or other similar law, or appointing a
         receiver, liquidator, assignee, trustee, custodian, sequestrator, or
         similar official of any of the Parent, any Borrower, or any of their
         respective Subsidiaries, or of any substantial part of their respective
         properties, or ordering the winding-up or liquidation of the affairs of
         any of the Parent, any Borrower, or any of their respective
         Subsidiaries, or an involuntary petition shall be filed against any of
         the Parent, any Borrower, or any of their respective Subsidiaries, and
         a temporary stay entered, and (i) such petition and stay shall not be
         diligently contested, or (ii) any such petition and stay shall continue
         undismissed for a period of thirty (30) consecutive days;

                  (h)      Any of the Parent, any Borrower or any of their
         respective Subsidiaries shall file a petition, answer, or consent
         seeking relief under the Bankruptcy Code, or any other applicable
         federal or state bankruptcy law or other similar law, or any of the
         Parent, any Borrower, or any of their respective Subsidiaries, shall
         consent to the institution of proceedings thereunder or to the filing
         of any such petition or to the appointment or taking of possession of a
         receiver, liquidator, assignee, trustee, custodian, sequestrator, or
         other similar official of the Parent, any of the Borrowers, or any of
         their respective Subsidiaries, or of any substantial part of their
         respective properties, or any of the Parent, any Borrower, or any of
         their


                                       79

         respective Subsidiaries, shall fail generally to pay their respective
         debts as they become due, or any of the Parent, any Borrower, or any of
         their respective Subsidiaries, shall take any action in furtherance of
         any such action;

                  (i)      A final judgment (other than a money judgment fully
         covered by insurance as to which the insurance company has acknowledged
         coverage within thirty (30) days after notice thereof) shall be entered
         by any court against any of the Borrowers or any of their respective
         Subsidiaries for the payment of money which exceeds $200,000, or a
         warrant of attachment or execution or similar process shall be issued
         or levied against property of any of the Borrowers or any of their
         respective Subsidiaries pursuant to a final judgment which, together
         with all other such property of any of the Borrowers, or any of their
         respective Subsidiaries, subject to other such process, exceeds in
         value $200,000 in the aggregate, and if, within forty-five (45) days
         after the entry, issue, or levy thereof, such judgment, warrant, or
         process shall not have been paid or discharged or stayed pending
         appeal, or if, after the expiration of any such stay, such judgment,
         warrant, or process shall not have been paid or discharged;

                  (j)      There shall be at any time any "accumulated funding
         deficiency," as defined in ERISA or in Section 412 of the Code, with
         respect to any Plan maintained by any of the Borrowers and their
         respective ERISA Affiliates, or to which any of the Borrowers or any of
         their respective ERISA Affiliates has any liabilities, or any trust
         created thereunder; or a trustee shall be appointed by a United States
         District Court to administer any such Plan; or the Pension Benefit
         Guaranty Corporation shall institute proceedings to terminate any such
         Plan; or any of the Borrowers and their respective ERISA Affiliates
         shall incur any liability to the Pension Benefit Guaranty Corporation
         in connection with the termination of any such Plan; or any Plan or
         trust created under any Plan of any Borrower and its ERISA Affiliates
         shall engage in a non-exempt "prohibited transaction" (as such term is
         defined in Section 406 of ERISA or Section 4975 of the Code) which
         would subject any such Plan, any trust created thereunder, any trustee
         or administrator thereof, or any party dealing with any such Plan or
         trust to any material tax or penalty on "prohibited transactions"
         imposed by Section 502 of ERISA or Section 4975 of the Code or any of
         the Borrowers or any of their respective ERISA Affiliates shall enter
         into or become obligated after the Agreement Date to contribute to a
         Multiemployer Plan;

                  (k)      There shall occur (x) any default (after the
         expiration of any applicable cure period) under any indenture,
         agreement, or instrument evidencing Indebtedness of nay of the
         Borrowers or any of their respective Subsidiaries in an aggregate
         principal amount exceeding $200,000 or (y) a cancellation of or default
         (after the expiration of any applicable cure period) under the CBS
         Contract; or

                  (l)      All or any portion of any Security Document shall at
         any time and for any reason be declared to be null and void, or a
         proceeding shall be commenced by any of the Borrowers or any of their
         respective Affiliates, or by any governmental authority having
         jurisdiction over any of the Borrowers or any of their respective
         Affiliates, seeking to establish the invalidity or unenforceability
         thereof (exclusive of questions of interpretation of any provision
         thereof), or any of the Borrowers or any of their respective


                                       80

         Affiliates shall deny that it has any liability or obligation for the
         payment of principal or interest purported to be created under any Loan
         Document.

         Section 8.2       Remedies. If an Event of Default shall have occurred
and shall be continuing, in addition to the rights and remedies set forth
elsewhere in this Agreement and the Loan Documents:

                  (a)      With the exception of an Event of Default specified
         in Section 8.1(g) or (h), the Administrative Agent, at the direction of
         all of the Lenders, shall (i) terminate the Commitments and the Letter
         of Credit Commitment, or (ii) declare the principal of and interest on
         the Loans and the Notes and all other Obligations to be forthwith due
         and payable without presentment, demand, protest, or notice of any
         kind, all of which are hereby expressly waived, anything in this
         Agreement or in the Notes to the contrary notwithstanding, or both.

                  (b)      Upon the occurrence and continuance of an Event of
         Default specified in Sections 8.1(g) or (h), such principal, interest,
         and other Obligations shall thereupon and concurrently therewith become
         due and payable, and the Commitments and the Letter of Credit
         Commitment shall forthwith terminate, all without any action by the
         Administrative Agent or the Lenders or the holders of the Notes and
         without presentment, demand, protest, or other notice of any kind, all
         of which are expressly waived, anything in this Agreement or in the
         Notes to the contrary notwithstanding.

                  (c)      The Administrative Agent, with the concurrence of all
         of the Lenders, shall exercise all of the post-default rights granted
         to it and to them under the Loan Documents or under Applicable Law. The
         Administrative Agent, for the benefit of itself, the Issuing Banks and
         the Lenders, shall have the right to the appointment of a receiver for
         the Property of the Borrowers, and each of the Borrowers hereby
         consents to such rights and such appointment and hereby waives any
         objection such Borrower may have thereto or the right to have a bond or
         other security posted by the Administrative Agent or the Lenders in
         connection therewith.

                  (d)      Application of Payments After Acceleration.

                           (i)      Application of Payments After Acceleration
                  and Prior to Exercise of the Call Option. Subsequent to the
                  acceleration of the Obligations under this Section 8.2 and
                  prior to exercise of the Call Option, payments and prepayments
                  with respect to the Obligations made to the Administrative
                  Agent, the Issuing Banks or the Lenders, or otherwise received
                  by the Administrative Agent, any Issuing Bank or any Lender
                  (from realization on Collateral or otherwise) shall be
                  distributed in the following order of priority (subject, as
                  applicable, to Section 2.10 hereof): FIRST, to the costs and
                  expenses (including, without limitation, attorneys' fees and
                  expenses), if any, incurred by the Administrative Agent, any
                  Issuing Bank or any Lender in the collection of such amounts
                  under this Agreement or of the Loan Documents, including,
                  without limitation, any costs incurred in connection with the
                  sale or disposition of any Collateral; SECOND, to any fees
                  then due and payable to the Administrative Agent under this
                  Agreement


                                       81

                  or any other Loan Document; THIRD, to any fees then due and
                  payable to the Lenders and the Issuing Banks under this
                  Agreement or any other Loan Document; FOURTH, to the payment
                  of interest then due and payable on the Loans, on a pro rata
                  basis; FIFTH, to the payment of the principal of the Term
                  Loans then outstanding, on a pro rata basis; SIXTH, to the
                  payment of principal of the Revolving Loans then outstanding;
                  SEVENTH, to the payment of any obligation under any Interest
                  Hedge Agreement between any Borrower, on the one hand, and the
                  Administrative Agent (or an affiliate of the Administrative
                  Agent) or one or more Lenders (or an affiliate of a Lender),
                  on the other hand, on a pro rata basis; EIGHTH, to the extent
                  of any Letter of Credit Obligations then outstanding, to the
                  Letter of Credit Reserve Account; NINTH, to any other
                  Obligations not otherwise referred to in this Section 8.2(d);
                  TENTH, to damages incurred by the Administrative Agent, any
                  Issuing Bank or any Lender by reason of any breach hereof or
                  of any other Loan Document; and ELEVENTH, upon satisfaction in
                  full of all Obligations to the Borrowers or as otherwise
                  required by law.

                           (ii)     Application of Payments After Acceleration
                  and After Exercise of the Call Option. Subsequent to the
                  acceleration of the Obligations under this Section 8.2 and
                  after the exercise of the Call Option and payment of the
                  Purchase Price (as defined in the Robinson Guaranty), payments
                  and prepayments with respect to the Obligations made to the
                  Administrative Agent, the Issuing Banks or the Lenders, or
                  otherwise received by the Administrative Agent, any Issuing
                  Bank or any Lender shall be distributed in the following order
                  of priority (subject, as applicable, to Section 2.10 hereof):
                  FIRST, to the costs and expenses (including, without
                  limitation, attorneys' fees and expenses), if any, incurred by
                  the Administrative Agent, any Issuing Bank or any Lender in
                  the collection of such amounts under this Agreement or of the
                  Loan Documents, including, without limitation, any costs
                  incurred in connection with the sale or disposition of any
                  Collateral; SECOND, to any fees then due and payable to the
                  Administrative Agent under this Agreement or any other Loan
                  Document; THIRD, to any fees then due and payable to the
                  Lenders and the Issuing Banks under this Agreement or any
                  other Loan Document; FOURTH, to the payment of interest then
                  due and payable on the Revolving Loans; FIFTH, to the payment
                  of principal of the Revolving Loans then outstanding; SIXTH,
                  to the payment of any obligation under any Interest Hedge
                  Agreement between any Borrower, on the one hand, and the
                  Administrative Agent (or an affiliate of the Administrative
                  Agent) or one or more Lenders (or an affiliate of a Lender),
                  on the other hand, on a pro rata basis; SEVENTH, to the extent
                  of any Letter of Credit Obligations then outstanding, to the
                  Letter of Credit Reserve Account; EIGHTH, to any other
                  Obligations not otherwise referred to in this Section 8.2(d);
                  NINTH, to damages incurred by the Administrative Agent, any
                  Issuing Bank or any Lender by reason of any breach hereof or
                  of any other Loan Document; and TENTH, upon satisfaction in
                  full of all Obligations to the Borrowers or as otherwise
                  required by law.

                  (e)      In regard to all Letters of Credit with respect to
         which presentment for honor shall not have occurred at the time of any
         acceleration of the Obligations pursuant


                                       82


         to the provisions of this Section 8.2, the Borrowers shall promptly
         upon demand by the Administrative Agent deposit in a Letter of Credit
         Reserve Account opened by the Administrative Agent for the benefit of
         the Issuing Banks an amount equal to one hundred and two percent (102%)
         of the aggregate then undrawn and unexpired amount of such Letter of
         Credit Obligations. Amounts held in such Letter of Credit Reserve
         Account shall be applied by the Administrative Agent to the payment of
         drafts drawn under such Letters of Credit, and the unused portion
         thereof after such Letters of Credit shall have expired or been fully
         drawn upon, if any, shall be applied to repay other obligations of the
         Borrowers hereunder and under the Notes in the manner set forth in
         Section 2.11 hereof. Pending the application of such deposit to the
         payment of the Reimbursement Obligations, the Administrative Agent
         shall, to the extent reasonably practicable, invest such deposit in an
         interest bearing open account or similar available savings deposit
         account and all interest accrued thereon shall be held with such
         deposit as additional security for the Reimbursement Obligations. After
         all such Letters of Credit shall have expired or been fully drawn upon,
         all Reimbursement Obligations shall have been satisfied, and all other
         Obligations shall have been paid in full, the balance, if any, in such
         Letter of Credit Reserve Account shall be returned to the Borrower.
         Except as expressly provided hereinabove, presentment, demand, protest
         and all other notices of any kind are hereby expressly waived by the
         Borrower.

                  (f)      The rights and remedies of the Administrative Agent,
         the Issuing Banks and the Lenders hereunder shall be cumulative, and
         not exclusive.

                                   ARTICLE 9
                            THE ADMINISTRATIVE AGENT

         Section 9.1       Appointment and Authorization. Each Lender hereby
irrevocably appoints and authorizes, and hereby agrees that it will require any
transferee of any of its interest in its Loans and in its Notes irrevocably to
appoint and authorize, the Administrative Agent to take such actions as its
agent on its behalf and to exercise such powers hereunder as are delegated by
the terms hereof, together with such powers as are reasonably incidental
thereto. Other than with respect to the Lenders' right to receive payments
received by the Administrative Agent on behalf of the Lenders in accordance with
this Agreement, neither the Administrative Agent nor any of its directors,
officers, employees, or agents shall be liable for any action taken or omitted
to be taken by it hereunder or in connection herewith, except for its own gross
negligence or willful misconduct as determined by a final non-appealable order
of a court of competent jurisdiction.

         Section 9.2       Interest Holders. The Administrative Agent may treat
each Lender, or the Person designated in the last notice filed with the
Administrative Agent under this Section 9.2, as the holder of all of the
interests of such Lender in its Loans and in its Notes until written notice of
transfer, signed by such Lender (or the Person designated in the last notice
filed with the Administrative Agent) and by the Person designated in such
written notice of transfer, in form and substance satisfactory to the
Administrative Agent, shall have been filed with the Administrative Agent.


                                       83


         Section 9.3       Consultation with Counsel. The Administrative Agent
may consult with legal counsel selected by it and shall not be liable to any
Lender or any Issuing Bank for any action taken or suffered by it in good faith
in reliance on the advice of such counsel. Section 9.4 Documents. The
Administrative Agent shall not be under any duty to examine, inquire into, or
pass upon the validity, effectiveness, or genuineness of this Agreement, any
Note, or any instrument, document, or communication furnished pursuant hereto or
in connection herewith, and the Administrative Agent shall be entitled to assume
that they are valid, effective, and genuine, have been signed or sent by the
proper parties, and are what they purport to be.

         Section 9.4       Documents. The Administrative Agent shall not be
under any duty to examine, inquire into, or pass upon the validity,
effectiveness, or genuineness of this Agreement, any Note, or any instrument,
document, or communication furnished pursuant hereto or in connection herewith,
and the Administrative Agent shall be entitled to assume that they are valid,
effective, and genuine, have been signed or sent by the proper parties, and are
what they purport.

         Section 9.5       Administrative Agent and Affiliates. With respect to
the Commitments and Loans, the Administrative Agent shall have the same rights
and powers hereunder as any other Lender, and the Administrative Agent and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrowers or any Affiliates of, or Persons doing
business with, any Borrower, as if it were not the Administrative Agent or
affiliated with the Administrative Agent and without any obligation to account
therefor. The Lenders and the Issuing Banks acknowledge that the Administrative
Agent and its affiliates have other lending and investment relationships with
the Borrowers and their Affiliates and in the future may enter into additional
such relationships.

         Section 9.6       Responsibility of the Administrative Agent. The
duties and obligations of the Administrative Agent under this Agreement are only
those expressly set forth in this Agreement. The Administrative Agent shall be
entitled to assume that no Default or Event of Default has occurred and is
continuing unless it has actual knowledge, or has been notified by the
Borrowers, of such fact, or has been notified by a Lender that such Lender
considers that a Default or an Event of Default has occurred and is continuing,
and such Lender shall specify in detail the nature thereof in writing. The
Administrative Agent shall provide each Lender with copies of such documents
received from the Borrowers.

         Section 9.7       Action by Administrative Agent.

                  (a)      The Administrative Agent shall be entitled to use its
         discretion with respect to exercising or refraining from exercising any
         rights which may be vested in it by, and with respect to taking or
         refraining from taking any action or actions which it may be able to
         take under or in respect of, this Agreement, unless the Administrative
         Agent shall have been instructed by all of the Lenders to exercise or
         refrain from exercising such rights or to take or refrain from taking
         such action, provided that the Administrative Agent shall not exercise
         any rights under Section 8.2(a) of this Agreement without the approval
         of all of the Lenders. The Administrative Agent shall incur no
         liability under or in respect of this Agreement with respect to
         anything which it may do or refrain from doing in the reasonable
         exercise of its judgment or which may seem to it to be necessary or
         desirable in the circumstances.

                 (b)      The Administrative Agent shall not be liable to the
         Lenders or to any Lender in acting or refraining from acting under this
         Agreement in accordance with the instructions of all of the Lenders,
         and any action taken or failure to act pursuant to such


                                       84


         instructions shall be binding on all Lenders, unless this Agreement
         specifically requires the consent of all Lenders to such action or
         inaction.

                  (c)      The Administrative Agent, without the concurrence of
         all of the Lenders and except as provided for herein, shall not (i)
         consent to the receipt of any payment in respect of the Subordinated
         Debt by the Parent otherwise prohibited hereunder, or (ii) consent to
         the amendment of the Subordinated Note, or any other agreement,
         instrument or document relating thereto, or the granting of collateral
         to secure the Subordinated Debt.

         Section 9.8       Notice of Default or Event of Default. In the event
that the Administrative Agent or any Lender shall acquire actual knowledge, or
shall have been notified in writing, of any Default or Event of Default, the
Administrative Agent or such Lender shall promptly notify the Lenders and the
Administrative Agent, and the Administrative Agent shall take such action and
assert such rights under this Agreement as all of the Lenders shall request in
writing, and the Administrative Agent shall not be subject to any liability by
reason of its acting pursuant to any such request, unless such action requires
the consent of all Lenders. If the Lenders shall fail to request the
Administrative Agent to take action or to assert rights under this Agreement in
respect of any Default or Event of Default within ten (10) days after their
receipt of the notice of any Default or Event of Default from the Administrative
Agent, or shall request inconsistent action with respect to such Default or
Event of Default, the Administrative Agent may, but shall not be required to,
take such action and assert such rights (other than rights under Article 8
hereof) as it deems in its discretion to be advisable for the protection of the
Lenders, except that, if all of the Lenders have instructed the Administrative
Agent not to take such action or assert such right, in no event shall the
Administrative Agent act contrary to such instructions.

         Section 9.9       Responsibility Disclaimed.  The Administrative Agent
shall not be under any liability or responsibility whatsoever as Administrative
Agent:

                  (a)      To any Borrower or any other Person or entity as a
         consequence of any failure or delay in performance by or any breach by,
         any Lender or Lenders of any of its or their obligations under this
         Agreement;

                  (b)      To any Lender or Lenders, as a consequence of any
         failure or delay in performance by, or any breach by, any Borrower or
         any other obligor of any of its obligations under this Agreement or the
         Notes or any other Loan Document; or

                  (c)      To any Lender or Lenders for any statements,
         representations, or warranties in this Agreement, or any other document
         contemplated by this Agreement or any information provided pursuant to
         this Agreement, any other Loan Document, or any other document
         contemplated by this Agreement, or for the validity, effectiveness,
         enforceability, or sufficiency of this Agreement, the Notes, any other
         Loan Document, or any other document contemplated by this Agreement.

         Section 9.10      Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrowers) pro rata in
accordance with their Aggregate Commitment Ratios from and against any and all
liabilities, obligations, losses,


                                       85

damages, penalties, actions, judgments, suits, investigations, costs, expenses
(including fees and expenses of experts, agents, consultants, and counsel), or
disbursements of any kind or nature (whether or not the Administrative Agent is
a party to any such action, suit or investigation) whatsoever which may be
imposed on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement, any other Loan Document, or any
other document contemplated by this Agreement or any action taken or omitted by
the Administrative Agent under this Agreement, any other Loan Document, or any
other document contemplated by this Agreement, except that no Lender shall be
liable to the Administrative Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent as determined by a final non-appealable
order of a court of competent jurisdiction. The provisions of this Section 9.10
shall survive the termination of this Agreement.

         Section 9.11      Credit Decision.  Each Lender represents and
warrants to each other and to the Administrative Agent that:

                  (a)      In making its decision to enter into this Agreement
         and to make its Advances it has independently taken whatever steps it
         considers necessary to evaluate the financial condition and affairs of
         the Borrowers and that it has made an independent credit judgment, and
         that it has not relied upon information provided by the Administrative
         Agent; and

                  (b)      So long as any portion of the Loans remains
         outstanding, it will continue to make its own independent evaluation of
         the financial condition and affairs of the Borrowers.

         Section 9.12      Successor Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrowers. Upon any such resignation, all of the
Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by all of the
Lenders, and shall have accepted such appointment within thirty (30) days after
the retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be any Lender or a commercial bank organized
under the laws of the United States of America or any political subdivision
thereof which has combined capital and reserves in excess of $250,000,000. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges,
duties, and obligations of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article 9 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent.

         Section 9.13      Administrative Agent May File Proofs of Claim. The
Administrative Agent may file such proofs of claim and other papers or documents
as may be necessary or


                                       86

advisable in order to have the claims of the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Administrative Agent, its agents, financial advisors and counsel), the
Lenders and the Issuing Banks allowed in any judicial proceedings relative to
any Borrower or any Subsidiary of a Borrower, or any of their respective
creditors or property, and shall be entitled and empowered to collect, receive
and distribute any monies, securities or other property payable or deliverable
on any such claims and any custodian in any such judicial proceedings is hereby
authorized by each Lender and each Issuing Bank to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the Issuing
Banks, to pay to the Administrative Agent any amount due to the Administrative
Agent for the reasonable compensation, expenses, disbursements and advances of
the Administrative Agent, its agents, financial advisors and counsel, and any
other amounts due the Administrative Agent under Section 10.2 hereof. Nothing
contained in the Loan Agreement or the Loan Documents shall be deemed to
authorize the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender or any Issuing Bank any plan of reorganization,
arrangement, adjustment or composition affecting the Notes, the Letters of
Credit or the rights of any holder thereof, or to authorize the Administrative
Agent to vote in respect of the claim of any Lender or any Issuing Bank in any
such proceeding.

         Section 9.14      Collateral. The Administrative Agent is hereby
authorized to hold all Collateral pledged pursuant to any Loan Document and to
act on behalf of the Lenders and the Issuing Banks, in its own capacity and
through other agents appointed by it, under the Security Documents; provided,
that the Administrative Agent shall not agree to the release of any Collateral
except in accordance with the terms hereof.

         Section 9.15      Release of Collateral.

                  (a)      Each Lender and each Issuing Bank hereby directs, in
         accordance with the terms of this Agreement, the Administrative Agent
         to release or to subordinate any Lien held by the Administrative Agent
         for the benefit of the Lenders and the Issuing Banks:

                           (i)      against all of the Collateral, upon final
                  and indefeasible payment in full of the Obligations and
                  termination of this Agreement; or

                           (ii)     against any part of the Collateral sold or
                  disposed of by any Borrower if such sale or disposition is
                  permitted by Section 7.7 hereof or is otherwise consented to
                  by all of the Lenders for such release as set forth in Section
                  10.12 hereof, as certified to the Administrative Agent by the
                  Borrowers in a certificate of an Authorized Signatory; or

                           (iii)    after exercise of the Call Option and
                  payment of the Purchase Price (as defined in the Robinson
                  Guaranty), against the Call Option Collateral (as defined in
                  the Robinson Guaranty) in accordance with the terms and
                  conditions of the Robinson Guaranty;

                  (b)      Each Lender and each Issuing Bank hereby directs the
         Administrative Agent to execute and deliver or file such termination
         and partial release statements and



                                       87

         do such other things as are necessary to release Liens to be released
         pursuant to this Section 9.15 promptly upon the effectiveness of any
         such release. Upon request by the Administrative Agent at any time, the
         Lenders and the Issuing Banks will confirm in writing the
         Administrative Agent's authority to release particular types or items
         of Collateral pursuant to this Section 9.15.

         Section 9.16      Security Documents. The Administrative Agent is
hereby authorized to enter into each of the Security Documents on behalf itself
and on behalf of the Issuing Banks and the Lenders.

         Section 9.17      Sole Lead Arranger and Book Manager. Wachovia
Securities, Inc., in its capacity as the Sole Lead Arranger and Book Manager
under this Agreement, shall be subject to no duties or obligations under this
Agreement or under any other Loan Document in its capacity as Sole Lead Arranger
and Book Manager.

                                   ARTICLE 10
                                  MISCELLANEOUS

         Section 10.1      Notices.

                  (a)      All notices and other communications under this
         Agreement shall be in writing and shall be deemed to have been given
         five (5) days after deposit in the mail, designated as certified mail,
         return receipt requested, post-prepaid, or one (1) day after being
         entrusted to a reputable commercial overnight delivery service, or when
         delivered by telecopy addressed to the party to which such notice is
         directed at its address determined as provided in this Section 10.1.
         All notices and other communications under this Agreement shall be
         given to the parties hereto at the following addresses:

                           (i)      If to any Borrower the Parent or Robinson,
                                    to it at:

                                      4370 Peachtree Road, N.E.
                                      Atlanta, Georgia 30319-3099
                                      Attn:  Robert S. Prather, Jr.,
                                             President and CEO
                                      Telecopy No.:  (404) 261-9607

                                      with copies to:

                                      Alston & Bird LLP
                                      One Atlantic Center
                                      1201 West Peachtree Street
                                      Atlanta, Georgia 30309-3424
                                      Attn:  Rick Blumen
                                      Telecopy No.:  (404) 881-4777


                                       88


                                      and

                                      4216 Stuart Andrew Blvd.
                                      Charlotte, North Carolina 28217
                                      Attn:  Frederick J. Erickson,
                                             Vice President-Finance
                                      Telecopy No.:  (704) 525-1301

                                      and

                                      J. Mack Robinson
                                      c/o Delta Life Insurance Company
                                      4370 Peachtree Road, N.E.
                                      Atlanta, Georgia 30319-3099
                                      Telecopy No.:  (404) 231-2123

                           (ii)     If to the Administrative Agent, to it at:

                                      Wachovia Bank, National Association
                                      One Wachovia Center,
                                      301 South College Street,
                                      Charlotte, North Carolina  28288-0737
                                      Attn:  Bruce Loftin, Managing Director
                                      Telecopy No.:  (704) 374-4796

                                      and

                                      Wachovia Securities, Inc.
                                      Syndication Agency Services
                                      201 South College Street,
                                      8th Floor
                                      Charlotte, North Carolina  28288-0288
                                      Attn:  Francis Sio
                                      Telecopy No.:  (704) 383-0288

                                      with a copy to:

                                      Womble Carlyle Sandridge & Rice
                                      One Wachovia Center
                                      Suite 3300
                                      301 South College Street
                                      Charlotte, NC  28202-6025
                                      Attn:  Patricia Snyder, Esq.
                                      Telecopy No.:  (704) 338-7815

                           (iii)    If to the Lenders or the Issuing Banks, to
                  them at the addresses set forth on Schedule 1 hereto.


                                       89


         Copies shall be provided to persons other than parties hereto only in
the case of notices under Article 8 hereof.

                  (b)      Any party hereto may change the address to which
         notices shall be directed under this Section 10.1 by giving ten (10)
         days' written notice of such change to the other parties.

         Section 10.2      Expenses.  The Borrowers, jointly and severally,
agree to pay promptly:

                  (a)      All reasonable out-of-pocket expenses of the Lenders
         in connection with the preparation, negotiation, execution, and
         delivery of this Agreement and the other Loan Documents, the
         transactions contemplated hereunder and thereunder, and the making of
         the initial Advance hereunder, including, but not limited to, the fees
         and disbursements of counsel for the Lenders;

                  (b)      All reasonable out-of-pocket expenses of the Lenders
         in connection with the administration of the transactions contemplated
         in this Agreement or the other Loan Documents, and the preparation,
         negotiation, execution, and delivery of any waiver, amendment, or
         consent by the Lenders relating to this Agreement or the other Loan
         Documents, including, but not limited to, all reasonable out-of-pocket
         expenses of the Lenders in connection with field audits and the fees
         and disbursements of counsel for the Lenders;

                  (c)      All reasonable out-of-pocket costs and expenses of
         the Administrative Agent, the Issuing Banks and any Lender in
         connection with any restructuring, refinancing, or "work out" of the
         transactions contemplated by this Agreement, and of obtaining
         performance under this Agreement or the other Loan Documents, and all
         out-of-pocket costs and expenses of collection if default is made in
         the payment of the Notes, which in each case shall include fees and
         out-of-pocket expenses of counsel for the Administrative Agent and any
         Lender, and the fees and out-of-pocket expenses of any experts, agents,
         or consultants of the Administrative Agent; and

                  (d)      All taxes (other than taxes imposed on the income of
         the Administrative Agent and the Lenders), assessments, general or
         special, and other charges levied on, or assessed, placed or made
         against any of the Collateral, the Notes or the Obligations.

         Section 10.3      Waivers. The rights and remedies of the
Administrative Agent and the Lenders under this Agreement and the other Loan
Documents shall be cumulative and not exclusive of any rights or remedies which
they would otherwise have. No failure or delay by the Administrative Agent, the
Issuing Banks, or the Lenders in exercising any right shall operate as a waiver
of such right. The Administrative Agent and the Lenders expressly reserve the
right to require strict compliance with the terms of this Agreement in
connection with any funding of a request for an Advance. In the event the
Lenders decide to fund a request for an Advance at a time when the Borrowers are
not in strict compliance with the terms of this Agreement, such decision by the
Lenders shall not be deemed to constitute an undertaking by the Lenders to fund
any further requests for Advances or preclude the Lenders from exercising any
rights available to the Lenders under the Loan Documents or at law or equity.
Any waiver or indulgence granted


                                       90

by the Lenders shall not constitute a modification of this Agreement, except to
the extent expressly provided in such waiver or indulgence, or constitute a
course of dealing by the Lenders at variance with the terms of the Agreement
such as to require further notice by the Lenders of the Lenders' intent to
require strict adherence to the terms of the Agreement in the future. Any such
actions shall not in any way affect the ability of the Lenders, in their
discretion, to exercise any rights available to them under this Agreement or
under any other agreement, whether or not the Lenders are party, relating to any
Borrower. Each of the Borrowers hereby waives any right that it may have to
require the Administrative Agent, and agrees that the Administrative Agent shall
not have any obligation, to marshal the property, instruments, documents,
agreements or guaranties of any other Borrower before enforcing its rights
against the Collateral or its rights under this Agreement or any other Loan
Document as against such Borrower.

         Section 10.4      Set-Off. In addition to any rights now or hereafter
granted under Applicable Law and not by way of limitation of any such rights,
except to the extent limited by Applicable Law, upon the occurrence of an Event
of Default and during the continuation thereof, the Lenders and any subsequent
holder or holders of the Notes are hereby authorized by each Borrower at any
time or from time to time, without notice to any Borrower or to any other
Person, any such notice being hereby expressly waived, to set-off and to
appropriate and apply any and all deposits (general or special, time or demand,
including, but not limited to, Indebtedness evidenced by certificates of
deposit, in each case whether matured or unmatured, but not including any
amounts held by the Administrative Agent or any of its Affiliates in any escrow
account) and any other Indebtedness at any time held or owing by the Lenders or
such holder to or for the credit or the account of the Borrowers, against and on
account of the obligations and liabilities of the Borrowers, to the Lenders or
such holder under this Agreement, the Notes, and any other Loan Document,
including, but not limited to, all claims of any nature or description arising
out of or connected with this Agreement, the Notes, or any other Loan Document,
irrespective of whether or not (a) the Lenders or the holder of the Notes shall
have made any demand hereunder or (b) the Lenders shall have declared the
principal of and interest on the Loans and Notes and other amounts due hereunder
to be due and payable as permitted by Section 8.2 and although said obligations
and liabilities, or any of them, shall be contingent or unmatured. Any sums
obtained by any Lender or by any subsequent holder of the Notes shall be subject
to the application of payments provisions of Article 2 hereof. Upon direction by
the Administrative Agent, with the consent of all of the Lenders, each Lender
holding deposits of any Borrower shall exercise its set-off rights as so
directed.

         Section 10.5      Assignment.

                  (a)      None of the Borrowers may assign or transfer any of
         its rights or obligations hereunder, under the Notes or under any other
         Loan Document without the prior written consent of each Lender.

                  (b)      Each of the Lenders may at any time enter into
         assignment agreements or participations with one or more other banks or
         other Persons pursuant to which each Lender may assign or participate
         its interest under this Agreement and the other Loan Documents,
         including, its interest in any particular Advance or portion thereof,
         provided, that (1) all assignments (other than assignments described in
         clause (2) herein and in Section 10.12(b) hereof) shall be in minimum
         principal amounts of $5,000,000 or in an


                                       91


         amount equal to the entire applicable Commitment or Letter of Credit
         Commitment of such Lender, (2) each Lender may sell assignments or
         participations of up to one hundred percent (100%) of its interest
         hereunder to (A) one or more Affiliates of such Lender, or (B) any
         Federal Reserve Bank as collateral security pursuant to Regulation A of
         the Board and any Operating Circular issued by such Federal Reserve
         Bank (no assignment under this clause (B) shall relieve such Lender
         from its obligations hereunder), and (3) all assignments (other than
         assignments described in clause (2) herein and in Section 10.12(b)
         hereof) and participations hereunder shall be subject to the following
         additional terms and conditions:

                           (i)      No assignment (except assignments permitted
                  in Section 10.5(b)(2) hereof) shall be sold without the prior
                  consent of the Administrative Agent, which consent shall not
                  be unreasonably withheld or delayed;

                           (ii)     Any Person purchasing a participation or an
                  assignment of the Loans from any Lender shall be required to
                  represent and warrant that its purchase shall not constitute a
                  "prohibited transaction" (as defined in Section 4.1(n)
                  hereof);

                           (iii)    The Borrowers, the Lenders, and the
                  Administrative Agent agree that assignments permitted
                  hereunder (including the assignment of any Advance or portion
                  thereof) may be made with all voting rights, and, except with
                  respect to the Call Option, shall be made pursuant to an
                  Assignment and Assumption Agreement. An administrative fee of
                  $3,500 shall be payable to the Administrative Agent by the
                  assigning Lender or the assignee Lender at the time of any
                  assignment hereunder (other than in connection with the Call
                  Option); provided, however, no fee shall be due with respect
                  to any assignment by a Lender to an Affiliate of such Lender;

                           (iv)     No participation agreement shall confer any
                  rights under this Agreement or any other Loan Document to any
                  purchaser thereof, or relieve any issuing Lender from any of
                  its obligations under this Agreement, and all actions
                  hereunder shall be conducted as if no such participation had
                  been granted; provided, however, that any participation
                  agreement may confer on the participant the right to approve
                  or disapprove decreases in the rate of interest or fees to the
                  Lenders, increases in the advance rates set forth in the
                  definition of "Borrowing Base" herein, increases in the
                  principal amount of such participant's pro rata share of the
                  Revolving Loan Commitment and extensions of any Maturity Date
                  for, or the date for any scheduled payment of principal,
                  interest or fees on, the Loans;

                           (v)      Each Lender agrees to provide the
                  Administrative Agent and the Borrowers with prompt written
                  notice of any issuance of participation or assignments of its
                  interests hereunder;

                           (vi)     No assignment, participation or other
                  transfer of any rights hereunder or under the Notes shall be
                  effected that would result in any interest


                                       92


                  requiring registration under the Securities Act of 1933, as
                  amended, or qualification under any state securities law;

                           (vii)    No such assignment may be made to any bank
                  or other financial institution (x) with respect to which a
                  receiver or conservator (including, without limitation, the
                  Federal Deposit Insurance Corporation, the Resolution Trust
                  Company or the Office of Thrift Supervision) has been
                  appointed or (y) that is not "adequately capitalized" (as such
                  term is defined in Section 131(b)(1)(B) of the Federal Deposit
                  Insurance Corporation Improvement Act as in effect on the
                  Agreement Date);

                           (viii)   Except with respect to the Call Option, each
                  assignment or participation hereunder shall be made by the
                  assigning Lender pro rata with respect to such assigning
                  Lender's Revolving Loan Commitment and Tranche A Loan and
                  Tranche B Loan; and

                           (ix)     If applicable, each Lender shall, and shall
                  cause each of its assignees to provide to the Administrative
                  Agent on or prior to the Agreement Date or effective date of
                  any assignment, as the case may be, an appropriate Internal
                  Revenue Service form as required by Applicable Law supporting
                  such Lender's position that no withholding by any Borrower or
                  the Administrative Agent for U.S. income tax payable by such
                  Lender in respect of amounts received by it hereunder is
                  required. For purposes of this Agreement, an appropriate
                  Internal Revenue Service form shall mean Form 1001 (Ownership
                  Exemption or Reduced Rate Certificate of the U.S. Department
                  of Treasury), or Form 4224 (Exemption from Withholding of Tax
                  on Income Effectively Connected with the Conduct of a Trade or
                  Business in the United States), or any successor or related
                  forms adopted by the relevant United States taxing
                  authorities.

                  (c)      Except as specifically set forth in Section 10.5(b)
         hereof, nothing in this Agreement or the Notes, expressed or implied,
         is intended to or shall confer on any Person other than the respective
         parties hereto and thereto and their successors and assignees permitted
         hereunder and thereunder any benefit or any legal or equitable right,
         remedy or other claim under this Agreement or the Notes.

                  (d)      Anything in this Agreement to the contrary
         notwithstanding, in the case of any participation, all amounts payable
         by the Borrowers under the Loan Documents shall be calculated and made
         in the manner and to the parties hereto as if no such participation had
         been sold.

         Section 10.6      Counterparts; Facsimile Transmission. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute but
one and the same instrument. Delivery of an executed counterpart of this
Agreement or any other Loan Document by facsimile shall be equally as effective
as delivery of an original executed counterpart of this Agreement or such Loan
Document, as applicable. Any party delivering an executed counterpart of this
Agreement or any Loan Document by facsimile also shall deliver an original
executed counterpart of this


                                       93

Agreement or such Loan Document, as applicable, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement or any such Loan Document.

         Section 10.7      Governing Law. This Agreement and the Loan Documents
shall be construed in accordance with and governed by the laws of the State of
Georgia, without regard to the conflict of laws principles thereof, except to
the extent otherwise provided in the Loan Documents.

         Section 10.8      Severability. Any provision of this Agreement which
is prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

         Section 10.9      Headings. Headings used in this Agreement are for
convenience only and shall not be used in connection with the interpretation of
any provision hereof.

         Section 10.10     Source of Funds. Notwithstanding the use by the
Lenders of the Base Rate and the Eurodollar Rate as reference rates for the
determination of interest on the Loans, the Lenders shall be under no obligation
to obtain funds from any particular source in order to charge interest to the
Borrowers at interest rates tied to such reference rates.

         Section 10.11     Entire Agreement. Except as otherwise expressly
provided herein, this Agreement and the other documents described or
contemplated herein embody the entire Agreement and understanding among the
parties hereto and thereto and supersede all prior agreements, understandings,
and conversations relating to the subject matter hereof and thereof. Each
Borrower represents and warrants to the Administrative Agent and each of the
Lenders that it has read the provisions of this Section 10.11 and discussed the
provisions of this Section 10.11 and the rest of the Loan Agreement with counsel
for the Borrowers, and each Borrower acknowledges and agrees that the
Administrative Agent and each of the Lenders are expressly relying upon such
representations and warranties of such Borrower (as well as the other
representations and warranties of each of the Borrowers set forth in Section 4.1
hereof) in entering into this Agreement.

         Section 10.12     Amendments and Waivers.

                  (a)      Neither this Agreement nor any other Loan Document or
         any term hereof may be amended orally, nor may any provision hereof be
         waived orally but only by an instrument in writing signed by all of the
         Lenders and, in the case of an amendment, also by the Borrowers.

                  (b)      Each Lender grants to the Administrative Agent the
         right to purchase all (but not less than all) of such Lender's
         Commitments, Letter of Credit Commitment, and the Loans and Letter of
         Credit Obligations owing to it and the Notes held by it and all of its
         rights and obligations hereunder and under the other Loan Documents at
         a price equal to the aggregate amount of outstanding Loans and Letter
         of Credit Obligations owed to such Lender (together with all accrued
         and unpaid interest and fees owed to such Lender), which right may be
         exercised by the Administrative Agent if such Lender


                                       94

         refuses to execute any amendment, waiver or consent which requires the
         written consent of all of the Lenders and to which all of the Lenders,
         the Administrative Agent and the Borrowers have agreed. Each Lender
         agrees that if the Administrative Agent exercises its option hereunder,
         it shall promptly execute and deliver an Assignment and Assumption
         Agreement and other agreements and documentation necessary to
         effectuate such assignment. The Administrative Agent may assign its
         purchase rights hereunder to any assignee if such assignment complies
         with the requirements of Section 10.5(b)(i), (ii), (vi), (vii) and
         (ix).

         Section 10.13     Other Relationships. No relationship created
hereunder or under any other Loan Document shall in any way affect the ability
of the Administrative Agent, each Issuing Bank and each Lender to enter into or
maintain business relationships with any of the Borrowers, or any of their
respective Affiliates, beyond the relationships specifically contemplated by
this Agreement and the other Loan Documents.

         Section 10.14     Pronouns. The pronouns used herein shall include,
when appropriate, either gender and both singular and plural, and the
grammatical construction of sentences shall conform thereto.

         Section 10.15     Disclosure. Each of the Borrowers agrees that the
Administrative Agent shall have the right to issue press releases regarding the
making of the Loans to the Borrowers pursuant to the terms of this Agreement.

         Section 10.16     Replacement of Lender. In the event that a
Replacement Event occurs and is continuing with respect to any Lender, the
Borrowers may designate another financial institution (such financial
institution being herein called a "Replacement Lender") acceptable to the
Administrative Agent, and which is not a Borrower or an Affiliate of a Borrower,
to assume such Lender's Commitments hereunder, to purchase the Loans and
participations of such Lender and such Lender's rights hereunder, without
recourse to or representation or warranty by, or expense to, such Lender for a
purchase price equal to the outstanding principal amount of the Loans payable to
such Lender plus any accrued but unpaid interest on such Loans and accrued but
unpaid commitment fees owing to such Lender, and upon such assumption, purchase
and substitution, and subject to the execution and delivery to the
Administrative Agent by the Replacement Lender of documentation satisfactory to
the Administrative Agent (pursuant to which such Replacement Lender shall assume
the obligations of such original Lender under this Agreement), the Replacement
Lender shall succeed to the rights and obligations of such Lender hereunder and
such Lender shall no longer be a party hereto or have any rights hereunder
provided that the obligations of the Borrowers to indemnify such Lender with
respect to any event occurring or obligations arising before such replacement
shall survive such replacement.

         "Replacement Event" means, with respect to any Lender, (i) the
commencement of or the taking of possession by, a receiver, custodian,
conservator, trustee or liquidator of such Lender, (ii) any Issuing Bank or any
Lender requesting compensation under Section 2.16(g), 11.3 or 11.5 as the case
may be, (iii) the declaration by the appropriate regulatory authority that such
Lender is insolvent, or (iv) the failure of such Lender to consent to a
requested waiver or amendment.


                                       95

         Section 10.17     Confidentiality. The Borrowers agree that the
Administrative Agent, the Issuing Banks and each Lender may use the Borrowers'
names in advertising and promotional material and in conjunction therewith
disclose the general terms of this Agreement.

         Section 10.18     Amendments to Loan Documents. To the extent that any
of the Loan Documents are not being amended and restated in connection herewith,
each of such Loan Documents is hereby deemed modified and amended to the extent
necessary to reflect the amendments contained herein. Each reference to the
"Credit Agreement" contained in such Loan Documents shall be deemed to refer to
this Agreement, and each reference to the other "Loan Documents" contained in
such Loan Documents shall be deemed to include such Loan Documents as they may
be amended and restated in connection herewith.

                                   ARTICLE 11
                                YIELD PROTECTION

         Section 11.1      Eurodollar Rate Basis Determination. Notwithstanding
anything contained herein which may be construed to the contrary, if with
respect to any proposed Eurodollar Advance for any Eurodollar Advance Period,
the Administrative Agent determines that deposits in dollars (in the applicable
amount) are not being offered to the Administrative Agent in the relevant market
for such Eurodollar Advance Period, the Administrative Agent shall forthwith
give notice thereof to the Borrowers and the Lenders, whereupon until the
Administrative Agent notifies the Borrowers that the circumstances giving rise
to such situation no longer exist, the obligations of the Lenders to make
Eurodollar Advances shall be suspended.

         Section 11.2      Illegality. If any applicable law, rule, or
regulation, or any change therein, or any interpretation or change in
interpretation or administration thereof by any governmental authority, central
bank, or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender with any request or directive (whether or
not having the force of law) of any such authority, central bank, or comparable
agency, shall make it unlawful or impossible for any Lender to make, maintain,
or fund its Eurodollar Advances, such Lender shall so notify the Administrative
Agent, and the Administrative Agent shall forthwith give notice thereof to the
other Lenders and the Borrowers. Before giving any notice to the Administrative
Agent pursuant to this Section 11.2, such Lender shall designate a different
lending office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender. Upon receipt of such notice, notwithstanding anything contained in
Article 2 hereof, the Borrowers shall repay in full the then outstanding
principal amount of each affected Eurodollar Advance of such Lender, together
with accrued interest thereon, either (a) on the last day of the then current
Eurodollar Advance Period applicable to such Eurodollar Advance if such Lender
may lawfully continue to maintain and fund such Eurodollar Advance to such day
or (b) immediately if such Lender may not lawfully continue to fund and maintain
such Eurodollar Advance to such day. Concurrently with repaying each affected
Eurodollar Advance of such Lender, notwithstanding anything contained in Article
2 hereof, the Borrowers shall borrow a Base Rate Advance from such Lender, and
such Lender shall make such Advance in an amount such that the outstanding
principal amount of the Note held by such Lender shall equal the outstanding
principal amount of such Note immediately prior to such repayment.


                                       96


         Section 11.3      Increased Costs.

                  (a)      If after the Agreement Date any applicable law, rule,
         or regulation, or any change therein, or any interpretation or change
         in interpretation or administration thereof by any governmental
         authority, central bank, or comparable agency charged with the
         interpretation or administration thereof or compliance by any Lender
         with any request or directive (whether or not such governmental
         authority, central bank, or comparable agency has the authority to make
         such request or directive):

                           (i)      Shall subject any Lender to any tax, duty,
                  or other charge with respect to its obligation to make
                  Eurodollar Advances, or its Eurodollar Advances, or shall
                  change the basis of taxation of payments to any Lender of the
                  principal of or interest on its Eurodollar Advances or in
                  respect of any other amounts due under this Agreement in
                  respect of its Eurodollar Advances or its obligation to make
                  Eurodollar Advances (except for changes in the rate of tax on
                  the overall net income of such Lender imposed by the
                  jurisdiction in which such Lender's principal executive office
                  is located); or

                           (ii)     Shall impose, modify, or deem applicable any
                  reserve (including, without limitation, any imposed by the
                  Board, but excluding any included in an applicable Eurodollar
                  Reserve Percentage), special deposit, capital adequacy,
                  assessment, or other requirement or condition against assets
                  of, deposits with or for the account of, or commitments or
                  credit extended by any Lender, or shall impose on any Lender
                  or the eurodollar interbank borrowing market any other
                  condition affecting its obligation to make such Eurodollar
                  Advances or its Eurodollar Advances; and the result of any of
                  the foregoing is to increase the cost to such Lender of making
                  or maintaining any such Eurodollar Advances, or to reduce the
                  amount of any sum received or receivable by the Lender under
                  this Agreement or under its Notes with respect thereto, and
                  such increase is not given effect in the determination of the
                  Eurodollar Rate then, on the earlier of demand by such Lender
                  or the Maturity Date, the Borrowers, jointly and severally,
                  agree to pay to such Lender such additional amount or amounts
                  as will compensate such Lender for such increased costs. Each
                  Lender will promptly notify the Borrowers and the
                  Administrative Agent of any event of which it has knowledge,
                  occurring after the date hereof, which will entitle such
                  Lender to compensation pursuant to this Section 11.3 and will
                  designate a different lending office if such designation will
                  avoid the need for, or reduce the amount of, such compensation
                  and will not, in the sole judgment of such Lender, be
                  otherwise disadvantageous to such Lender.

                  (b)      A certificate of any Lender claiming compensation
         under this Section 11.3 and setting forth the additional amount or
         amounts to be paid to it hereunder and calculations therefor shall be
         conclusive in the absence of manifest error. In determining such
         amount, such Lender may use any reasonable averaging and attribution
         methods. If any Lender demands compensation under this Section 11.3,
         the Borrowers may at any time, upon at least five (5) Business Days'
         prior notice to such Lender, prepay in full the then outstanding
         affected Eurodollar Advances of such Lender, together with accrued


                                       97


         interest thereon to the date of prepayment, along with any
         reimbursement required under Section 2.9 hereof. Concurrently with
         prepaying such Eurodollar Advances the Borrowers shall borrow a Base
         Rate Advance from such Lender, and such Lender shall make such Advance
         in an amount such that the outstanding principal amount of the Notes
         held by such Lender shall equal the outstanding principal amount of
         such Notes immediately prior to such prepayment.

         Section 11.4      Effect On Other Advances. If notice has been given
pursuant to Section 11.1 or 11.2 suspending the obligation of any Lender to make
Eurodollar Advance, or requiring Eurodollar Advances of any Lender to be repaid
or prepaid, then, unless and until such Lender notifies the Borrowers that the
circumstances giving rise to such repayment no longer apply, all Advances which
would otherwise be made by such Lender as Eurodollar Advances shall, at the
option of the Borrowers, be made instead as Base Rate Advances.

         Section 11.5      Capital Adequacy. If after the date hereof, any
Lender or Issuing Bank (or any affiliate thereof) shall have reasonably
determined that the adoption of any applicable law, governmental rule,
regulation or order regarding the capital adequacy of banks or bank holding
companies, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Lender or Issuing Bank (or any affiliate thereof) with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's or Issuing
Bank's (or any affiliate thereof) capital as a consequence of such Lender's or
Issuing Bank's Commitments or obligations hereunder to a level below that which
it could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's or Issuing Bank's (or any affiliate thereof)
policies with respect to capital adequacy immediately before such adoption,
change or compliance and assuming that such Lender's or Issuing Bank's (or any
affiliate thereof) capital was fully utilized prior to such adoption, change or
compliance), then, upon demand by such Lender or Issuing Bank, the Borrowers
shall immediately pay to such Lender or Issuing Bank such additional amounts as
shall be sufficient to compensate such Lender or Issuing Bank for any such
reduction actually suffered; provided, however, that there shall be no
duplication of amounts paid to a Lender or Issuing Bank pursuant to this
sentence and Section 11.3 hereof. A certificate of such Lender or Issuing Bank
setting forth the amount to be paid to such Lender or Issuing Bank by the
Borrowers as a result of any event referred to in this paragraph shall, absent
manifest error, be conclusive.

                                   ARTICLE 12
                  JURISDICTION, VENUE AND WAIVER OF JURY TRIAL

         Section 12.1      Jurisdiction and Service of Process. FOR PURPOSES OF
ANY LEGAL ACTION OR PROCEEDING BROUGHT BY THE ADMINISTRATIVE AGENT, THE ISSUING
BANKS OR THE LENDERS WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
THE PARENT AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF GEORGIA AND
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE
OF


                                       98

PROCESS IN THE STATE OF GEORGIA, BULL RUN, WHOSE ADDRESS IS SET FORTH IN
SECTION 10.1 HEREOF, OR SUCH OTHER PERSON AS THE PARENT AND THE BORROWERS SHALL
DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE
CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE ADMINISTRATIVE AGENT,
THE ISSUING BANKS AND THE LENDERS SHALL FOR ALL PURPOSES AUTOMATICALLY, AND
WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF THE PARENT
AND THE BORROWERS AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF THE
PARENT AND EACH BORROWER SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN
THE STATE OF GEORGIA, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE
ON THE PARENT OR SUCH BORROWER SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT
GIVES NOTICE TO THE PARENT OR SUCH BORROWER; AND DELIVERY OF SUCH SERVICE TO ITS
AUTHORIZED AGENT SHALL BE DEEMED TO BE MADE WHEN PERSONALLY DELIVERED OR THREE
(3) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH AUTHORIZED AGENT. THE PARENT AND EACH BORROWER FURTHER IRREVOCABLY CONSENTS
TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL TO THE PARENT OR SUCH BORROWER AT THE
ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS
DAYS AFTER SUCH MAILING. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR HIS OR
HER SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF THE PARENT AND THE BORROWERS TO
RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA, THE PARENT AND THE BORROWERS
SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES THE
PARENT AND EACH BORROWER WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN
THE STATE OF GEORGIA ON BEHALF OF EACH BORROWER WITH RESPECT TO THIS AGREEMENT
AND ALL OTHER LOAN DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF
LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE
MADE IN SUCH MANNER AS PERMITTED BY LAW.

         Section 12.2      Consent to Venue. THE PARENT AND EACH BORROWER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING
OF VENUE OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA SITTING IN ATLANTA, GEORGIA, AND HEREBY IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

         Section 12.3      Waiver of Jury Trial. THE PARENT AND EACH BORROWER
AND EACH OF THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS TO THE
EXTENT PERMITTED BY APPLICABLE LAW WAIVE, AND OTHERWISE AGREE NOT TO REQUEST, A
TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY
TYPE IN WHICH THE PARENT OR ANY OF THE BORROWERS, ANY OF THE LENDERS, THE
ADMINISTRATIVE AGENT, ANY


                                       99

OF THE ISSUING BANKS OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A
PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS
AGREEMENT, ANY OF THE NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG
THE PARTIES LISTED IN THIS ARTICLE 12.

                                   ARTICLE 13
                                    RELEASES

         Section 13.1      Release of Bank of America, N.A., as Administrative
Agent under the Prior Credit Agreement.

                  (a)      Bank of America, N.A., as "Administrative Agent"
         under the Prior Credit Agreement (the "Original Administrative Agent")
         hereby gives notice of its resignation as Administrative Agent under
         the Prior Credit Agreement pursuant to Section 9.12 thereof, and the
         Lenders hereby appoint Wachovia to serve as Administrative Agent under
         the Agreement. The resignation of the Original Administrative Agent and
         the appointment of the Administrative Agent shall be effective as of
         the Agreement Date upon the Original Administrative Agent's receipt of
         a duly executed copy of this Agreement identifying Wachovia as the
         Administrative Agent.

                  (b)      In order to induce the Original Administrative Agent
         to deliver its resignation and to agree to the appointment of Wachovia
         as Administrative Agent, each of the Borrowers and the Parent (a)
         represents and warrants that there are no claims, causes of action,
         suits, debts, obligations, liabilities, demands of any kind, character
         or nature whatsoever, fixed or contingent, which the Borrowers and the
         Parent, or any of them, may have, or claim to have, against the
         Original Administrative Agent with respect to the transactions
         contemplated by the Prior Credit Agreement and the other "Loan
         Documents" (as defined in the Prior Credit Agreement), and each of the
         Borrowers and the Parent hereby releases, acquits and forever
         discharges the Original Administrative Agent and its agents, employees,
         officers, directors, servants, representatives, attorneys, affiliates,
         successors and assigns (collectively, the "BOA Released Parties") from
         any and all liabilities, claims, suits, debts, causes of action and the
         like of any kind, character or nature whatsoever, known or unknown,
         fixed or contingent that the Borrowers and the Parent, or any of them,
         may have, or claim to have, against each of the such BOA Released
         Parties from the beginning of time until and through the dates of
         execution and delivery of this Letter Agreement, and (b) hereby
         covenants and agrees never to institute or cause to be instituted or
         continue prosecution of any suit or other form of action or proceeding
         of any kind or nature whatsoever against any BOA Released Party, by
         reason of or in connection with any of the foregoing matters,
         liabilities, claims, suits, debts or causes of action.

         Section 13.2      Release.

                  (a)      In order to induce the Administrative Agent and the
         Lenders to execute, deliver and perform this Agreement and the other
         Loan Documents, each of the Borrowers and the Parent (i) represents and
         warrants that there are no claims, causes of


                                       100


         action, suits, debts, obligations, liabilities, demands of any kind,
         character or nature whatsoever, fixed or contingent, which the
         Borrowers or the Parent, or any of them, may have, or claim to have,
         against the Administrative Agent and the Lenders, or any of them, with
         respect to the transactions contemplated by this Agreement and the
         other Loan Documents, and each of the Borrowers or the Parent hereby
         releases, acquits and forever discharges each of the Administrative
         Agent and the Lenders and their respective agents, employees, officers,
         directors, servants, representatives, attorneys, affiliates, successors
         and assigns (collectively, the "Released Parties") from any and all
         liabilities, claims, suits, debts, causes of action and the like of any
         kind, character or nature whatsoever, known or unknown, fixed or
         contingent that the Borrowers and the Parent, or any of them, may have,
         or claim to have, against each of the such Released Parties from the
         beginning of time until and through the Agreement Date, and (b) hereby
         covenants and agrees never to institute or cause to be instituted or
         continue prosecution of any suit or other form of action or proceeding
         of any kind or nature whatsoever against any Released Party, by reason
         of or in connection with any of the foregoing matters, liabilities,
         claims, suits, debts or causes of action.

                [Remainder Of This Page Intentionally Left Blank]



                                      101


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, under seal, by their respective authorized officers as of the day
and year first above written.

                                     BORROWERS:

                                     BR HOLDING, INC.



                                     /s/ FREDERICK J. ERICKSON
                                     ------------------------------------------

                                     By:    Frederick J. Erickson        (SEAL)
                                            -----------------------------------
                                            Title:  VP-Finance
                                                    ---------------------------



                                     CAPITAL SPORTS PROPERTIES, INC.



                                     /s/ FREDERICK J. ERICKSON
                                     ------------------------------------------

                                     By:    Frederick J. Erickson         (SEAL)
                                            -----------------------------------
                                            Title:  Vice President
                                                    ---------------------------



                                     HOST COMMUNICATIONS, INC.



                                     /s/ FREDERICK J. ERICKSON
                                     ------------------------------------------

                                     By:    Frederick J. Erickson        (SEAL)
                                            -----------------------------------
                                            Title:  Vice President
                                                    ---------------------------



                                     DATASOUTH COMPUTER CORPORATION



                                     /s/ FREDERICK J. ERICKSON
                                     ------------------------------------------

                                     By:    Frederick J. Erickson        (SEAL)
                                            -----------------------------------
                                            Title: Executive VP-Finance & Admin.
                                                   ----------------------------




                                     PARENT:

                                     BULL RUN CORPORATION, as a Guarantor



                                     /s/ FREDERICK J. ERICKSON
                                     ------------------------------------------

                                     By:    Frederick J. Erickson        (SEAL)
                                            -----------------------------------
                                            Title:  VP-Finance
                                                    ---------------------------





                                  LENDERS:

                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, as Administrative Agent and as a
                                  Lender



                                  /s/ BRUCE W. LOFTIN
                                  ------------------------------------------

                                  By:    Bruce W. Loftin              (SEAL)
                                         -----------------------------------
                                         Title:  Managing Director
                                                 ---------------------------



                                  DEUTSCHE BANK TRUST COMPANY AMERICAS



                                  /s/ GREGORY SHEFRIN
                                  ------------------------------------------

                                  By:    Gregory Shefrin              (SEAL)
                                         -----------------------------------
                                         Title:  Director
                                                 ---------------------------



                                  BANK OF AMERICA, N.A.



                                  /s/ NANCY S. GOLDMAN
                                  ------------------------------------------

                                  By:    Nancy S. Goldman             (SEAL)
                                         -----------------------------------
                                         Title:  Senior Vice President
                                                 ---------------------------



                                  BANK ONE, KENTUCKY, N.A.



                                  /s/ RICHARD M. HIXSON
                                  ------------------------------------------

                                  By:    Richard M. Hixson            (SEAL)
                                         -----------------------------------
                                         Title: Vice President
                                                ----------------------------

EX-21

                                   EXHIBIT 21

                       LIST OF SUBSIDIARIES OF REGISTRANT



                     BR Holding, Inc., a Georgia corporation

      Host Communications, Inc., a Kentucky corporation and a subsidiary of
                                BR Holding, Inc.

     Host Insurance Agency, Inc., a Kentucky corporation and a subsidiary of
                            Host Communications, Inc.

 Hoop-It-Up International, Inc. (DE), a Delaware corporation and a subsidiary of
                            Host Communications, Inc.

  USA International, S.A.R.L., a corporation organized under the laws of France
                 and a subsidiary of Host Communications, Inc.

   Capital Sports Properties, Inc., a Delaware corporation and a subsidiary of
                                BR Holding, Inc.

          Datasouth Computer Corporation, a Delaware corporation and a
                         subsidiary of BR Holding, Inc.

EX-23.1

                                  EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   We consent to the incorporation by reference in the Registration Statements
   (Form S-8 No.33-91296, Form S-8 No. 333-56125 and Form S-8 No. 333-39700)
   pertaining to the Bull Run Corporation 1994 Long Term Incentive Plan, the
   Registration Statement (Form S-8 No. 33-91298) pertaining to the Bull Run
   Corporation Non-Employee Directors' 1994 Stock Option Plan, and the
   Registration Statement (Form S-4 No. 333-84833) pertaining to the issuance of
   shares of BR Holding, Inc. of our report dated September 12, 2002, except as
   to Note 9, for which the date is October 11, 2002, with respect to the
   consolidated financial statements and schedule of Bull Run Corporation
   included in the Annual Report (Form 10-K) of Bull Run Corporation for the
   year ended June 30, 2002, filed with the Securities and Exchange Commission.



   PRICEWATERHOUSECOOPERS LLP

   Atlanta, Georgia
   October 11, 2002

EX-23.2

                                  EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-91296, Form S-8 No. 333-56125 and Form S-8 No. 333-39700)
pertaining to the Bull Run Corporation 1994 Long Term Incentive Plan, the
Registration Statement (Form S-8 No. 33-91298) pertaining to the Bull Run
Corporation Non-Employee Directors' 1994 Stock Option Plan, and the Registration
Statement (Form S-4 No. 333-84833) pertaining to the issuance of shares of BR
Holding, Inc. of our reports dated September 28, 2000 (except for Note 3 as to
which the date is July 26, 2001), with respect to the consolidated financial
statements and schedule of Bull Run Corporation included in the Annual Report
(Form 10-K) of Bull Run Corporation for the year ended June 30, 2002, filed with
the Securities and Exchange Commission.



                                                              ERNST & YOUNG LLP

Charlotte, North Carolina
October 10, 2002

EX-23.3

                                  EXHIBIT 23.3



                         CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated January 29, 2001, with respect to the
consolidated financial statements of Gray Television, Inc. (formerly Gray
Communications Systems, Inc.), included in this Annual Report (Form 10-K) of
Bull Run Corporation for the year ended June 30, 2002.

We also consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-91296, Form S-8 No. 333-56125 and Form S-8 No. 333-39700)
pertaining to the Bull Run Corporation 1994 Long Term Incentive Plan, the
Registration Statement (Form S-8 No. 33-91298) pertaining to the Bull Run
Corporation Non-Employee Directors' 1994 Stock Option Plan and the Registration
Statement (Form S-4 No. 333-84833) pertaining to the issuance of shares of BR
Holding, Inc. of our reports dated January 29, 2001, with respect to the
consolidated financial statements of Gray Communications Systems, Inc., included
herein.



ERNST & YOUNG LLP

Atlanta, Georgia
October 9, 2002

EX-99.1

                                  EXHIBIT 99.1

               CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                ------------------------------------------------

In connection with the accompanying Annual Report on Form 10-K of Bull Run
Corporation (the "Company") for the fiscal year ended June 30, 2002 (the "Annual
Report"), I, Robert S. Prather, Jr., President and Chief Executive Officer of
the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in the Annual
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.



Date: October 14, 2002                    /s/ ROBERT S. PRATHER, JR.
                                          -------------------------------------
                                          Robert S. Prather, Jr.
                                          President and Chief Executive Officer





                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                ------------------------------------------------

In connection with the accompanying Annual Report on Form 10-K of Bull Run
Corporation (the "Company") for the fiscal year ended June 30, 2002 (the "Annual
Report"), I, Frederick J. Erickson, Vice President - Finance and Chief Financial
Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that the information contained in the
Annual Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.



Date: October 14, 2002                    /s/ FREDERICK J. ERICKSON
                                          -------------------------------------
                                          Frederick J. Erickson
                                          Vice President - Finance and
                                          Chief Financial Officer






                        REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders Gray Communications Systems, Inc.

         We have audited the consolidated balance sheet of Gray Communications
Systems, Inc., as of December 31, 2000 and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended (not
presented separately herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Gray
Communications Systems, Inc., at December 31, 2000 and the consolidated results
of its operations and its cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States.


                                             ERNST & YOUNG LLP

Atlanta, Georgia
January 29, 2001


                                      F-1



The following report is a copy of a report previously issued by Arthur Andersen
LLP and has not been reissued by Arthur Andersen LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Rawlings Sporting Goods Company, Inc.:

We have audited the consolidated balance sheets of Rawlings Sporting Goods
Company, Inc. (a Delaware corporation) and subsidiaries (the Company) as of
August 31, 2000 and 1999 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended August 31, 2000, not presented separately herein. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rawlings Sporting Goods
Company, Inc. and subsidiaries as of August 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended August 31, 2000, in conformity with accounting principles
generally accepted in the United States.


                                             ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP
St. Louis, Missouri
November 15, 2000


                                      F-2