8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   August 19, 2003

BULL RUN CORPORATION
(Exact name of registrant as specified in its charter)

GEORGIA	0-9385	58-2458679
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

4370 PEACHTREE ROAD, ATLANTA, GEORGIA 30319
(Address of principal executive offices)      (Zip Code)

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

Item 2. Acquisition and Disposition of Assets

On August 19, 2003, Bull Run Corporation issued a press release announcing the sale of all shares of Gray Television, Inc. common stock and class A common stock owned by the Company, and the execution of an amendment to the Company’s bank credit facility. A copy of the press release is attached hereto as Exhibit 99.

Item 5. Other Events

Information required by this Item appears under Item 2 “Acquisition and Disposition of Assets”

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Financial Statements –

The proceeds on the sale of the Company’s investment in Gray Television, Inc. (“Gray”) were $34,398,000, of which $28,000,000 was used to reduce the Company’s long-term debt and $391,000 was used to pay expenses of the sale and financing costs. The remainder of the proceeds are to be used for working capital purposes. The Company will report a gain of approximately $17,000,000 on the sale of the investment in its financial statements for the fourth quarter and fiscal year ending August 31, 2003.

The Company accounted for its investment in Gray using the equity method. As of May 31, 2003, the Company held approximately 4% of the total outstanding common stock of Gray and controlled approximately 18% of the voting power in Gray.

Prior to the sale of its investment in Gray, the Company amended its bank credit facility to change the maturity date to November 30, 2004 from September 30, 2003, and reduce the interest rate to be charged on amounts outstanding, among other changes. The credit agreement amendment establishes revised financial covenants to be met by the Company beginning with its fiscal quarter ending November 30, 2003, and also requires that at least $5,000,000 of the Company’s outstanding subordinated debt would be converted to shares of the Company’s preferred stock or other form of equity by October 31, 2003.

(b)  Pro Forma Financial Information –

See the Index to Pro Forma Financial Information following the signature page hereto.

(c)  Exhibits –

     Exhibit 10 – First Amendment to Second Amended and Restated Credit Agreement, effective August 18, 2003

     Exhibit 99 – Press release dated August 19, 2003

Item 9. Regulation FD Disclosures

Information required by this Item appears under Item 2 “Acquisition and Disposition of Assets”.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 19, 2003	BULL RUN CORPORATION
	By:	/s/ FREDERICK J. ERICKSON
		Frederick J. Erickson
		Vice President — Finance,
		Chief Financial Officer, Treasurer and
		Assistant Secretary

3

INDEX TO PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Financial Data	F-1
Unaudited Pro Forma Combined Condensed Balance Sheet as of May 31, 2003	F-2
Unaudited Pro Forma Combined Condensed Statement of Operations for the nine months ended May 31, 2003	F-3
Unaudited Pro Forma Combined Condensed Statement of Operations for the transition period July 1, 2002 to August 31, 2002	F-4
Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended June 30, 2002	F-5

4

Unaudited Pro Forma Financial Data

The following unaudited pro forma combined condensed financial statements give effect to the sale of the Company’s investment in Gray Television, Inc. (“Gray”) common stocks (the “Gray Common Stocks”) and use of proceeds from such sale as if such transactions had occurred as of May 31, 2003 with respect to the balance sheet data as of such date; as of September 1, 2002 with respect to the statement of operations for the nine months ended May 31, 2003; as of July 1, 2002 with respect to the statement of operations for the transition period July 1, 2002 to August 31, 2002; and as of July 1, 2001 with respect to the statement of operations for the year ended June 30, 2002. On September 25, 2002, Bull Run elected to change its fiscal year end from June 30 to August 31 effective in 2002.

The unaudited pro forma financial data reflect proceeds on the sale of the Gray Common Stocks of $34,398,000, of which $28,000,000 was used to reduce long-term debt and $391,000 was used to pay expenses of the sale and financing costs. Additionally, the pro forma financial data reflect the revised terms of the Company’s bank credit agreement executed in anticipation of the sale of the Gray Common Stocks, as follows: as to the pro forma combined condensed statements of operations, the effects of the reduction in interest rates applied to the amounts outstanding under the bank credit agreement; and as to the pro forma condensed combined balance sheet, the change in the maturity date to November 30, 2004.

The Company accounted for its investment in Gray using the equity method. The pro forma financial information is provided for comparative purposes only and does not purport to be indicative of the results that actually would have been obtained if the events set forth above had been effected on the dates indicated or of those results that may be obtained in the future.

F-1

Unaudited Pro Forma Combined Condensed Balance Sheet
as of May 31, 2003
(amounts in 000’s)

			As Reported			Adjustment				Pro Forma
ASSETS
Current assets:
	Cash and cash equivalents		$	387		$	6,007		(a)	$	6,394
	Other current assets			12,442							12,442
		Total current assets		12,829			6,007				18,836
Property and equipment, net				4,476							4,476
Investment in affiliated companies				18,024			(17,120	)	(b)		904
Acquisition intangible assets				74,224							74,224
Deferred income taxes				20,302			(6,409	)	(c)		13,893
Other assets				3,535			290		(d)		3,825
			$	133,390		$	(17,232	)		$	116,158
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt		$	84,522		$	(79,522	)	(e)	$	5,000
	Accounts payable and accrued expenses			20,260							20,260
	Deferred revenue			6,174							6,174
		Total current liabilities		110,956			(79,522	)			31,434
Long-term debt				16,709			51,522		(e)		68,231
Deferred income				627			(627	)	(f)
		Total liabilities		128,292			(28,627	)			99,665
Stockholders’ equity
	Series D convertible preferred stock			14,280							14,280
	Common stock			40							40
	Additional paid-in capital			79,474							79,474
	Retained earnings (accumulated deficit)			(88,696	)		11,395		(g)		(77,301	)
		Total stockholders’ equity		5,098			11,395				16,493
		Total liabilities and stockholders’ equity	$	133,390		$	(17,232	)		$	116,158

Pro Forma Adjustments to Condensed Combined Balance Sheet

(a)	Adjusted to reflect cash available from proceeds on sale of Gray stock after payment on long-term debt, expenses of the sale and financing costs.
(b)	Adjusted to eliminate the carrying amount of the Company’s investment in Gray Common Stocks.
(c)	Adjusted to reflect the deferred tax effects of the gain on the sale of Gray Common Stocks, net of expenses of the sale, and recognition of previously deferred income.
(d)	Adjusted to reflect the capitalization of financing costs.
(e)	Adjusted to reflect the payment on long-term debt and amendment of the maturity date on the bank credit facility.
(f)	Adjusted to eliminate income on previous transactions with Gray that had been deferred as a result of the Company’s equity position in Gray Common Stocks.
(g)	Adjusted to reflect the gain on the sale of Gray Common Stocks, net of expenses of the sale; recognition of previously deferred income associated with transactions with Gray; and income taxes.

F-2

Unaudited Pro Forma Combined Condensed Statement of Operations
for the nine months ended May 31, 2003
(amounts in 000’s, except for per share amounts)

			As Reported			Adjustment				Pro Forma
Revenue from services rendered			$	66,889		$	(267	)	(a)	$	66,622
Operating costs and expenses				(63,079	)						(63,079	)
		Income (loss) from operations		3,810			(267	)			3,543
Other income (expense):
	Equity in losses of affiliated companies			(153	)		(479	)	(b)		(632	)
	Loss on issuance of shares by affiliate			(2,339	)		2,339		(c)
	Net change in value of certain derivatives			(1,708	)						(1,708	)
	Gain (loss) on investment dispositions and investment valuation adjustments			(2,627	)						(2,627	)
	Interest expense			(6,213	)		1,099		(d)		(5,114	)
	Debt issue cost amortization			(1,739	)		341		(e)		(1,398	)
	Other income, net			24							24
		Loss before income taxes		(10,945	)		3,033				(7,912	)
Income taxes
		Net loss		(10,945	)		3,033				(7,912	)
Preferred dividends				(828	)						(828	)
		Net loss available to common stockholders	$	(11,773	)	$	3,033			$	(8,740	)
Loss per share available to common stockholders, basic and diluted			$	(3.03	)					$	(2.25	)
Weighted average number of common shares outstanding, basic and diluted				3,890							3,890

Pro Forma Adjustments to Condensed Combined Statement of Operations

(a)	Adjusted to eliminate the effects of deferred consulting fee income recognition resulting from the Company’s equity position in Gray.
(b)	Adjusted to eliminate the Company’s proportionate share of earnings derived from its investment in Gray as reported under the equity method of accounting.
(c)	Adjusted to eliminate the Company’s recognition of a charge related to dilution in its equity investment in Gray resulting from Gray’s issuance of additional shares of its common stocks.
(d)	Adjusted to reflect the reduction in interest expense for the period as a result of a $28,000 payment on long-term debt and a .75% reduction in the interest rate charged by the bank lenders.
(e)	Adjusted to reflect a decrease in stock compensation benefiting the guarantor of the bank debt as a result of the decrease in the maximum amount of the guarantee caused by the reduction in bank debt.

F-3

Unaudited Pro Forma Combined Condensed Statement of Operations
for the transition period July 1, 2002 to August 31, 2002
(amounts in 000’s, except for per share amounts)

			As Reported			Adjustment				Pro Forma
Revenue from services rendered			$	9,490		$				$	9,490
Operating costs and expenses				(13,111	)						(13,111	)
		Loss from operations		(3,621	)						(3,621	)
Other income (expense):
	Equity in losses of affiliated companies			(110	)		(83	)	(a)		(193	)
	Net change in value of certain derivatives			(423	)						(423	)
	Interest expense, net of interest income			(853	)		244		(b)		(609	)
	Debt issue cost amortization			(269	)		76		(c)		(193	)
	Other income (expense), net			(79	)						(79	)
		Loss before income taxes		(5,355	)		237				(5,118	)
Income taxes
		Net loss		(5,355	)		237				(5,118	)
Preferred dividends				(93	)						(93	)
		Net loss available to common stockholders	$	(5,448	)	$	237			$	(5,211	)
Loss per share available to common stockholders, basic and diluted			$	(1.44	)				(d)	$	(1.37	)
Weighted average number of common shares outstanding, basic and diluted				3,792					(d)		3,792

Pro Forma Adjustments to Condensed Combined Statement of Operations

(a)	Adjusted to eliminate the Company’s proportionate share of earnings derived from its investment in Gray as reported under the equity method of accounting.
(b)	Adjusted to reflect the reduction in interest expense for the period as a result of a $28,000 payment on long-term debt and a .75% reduction in the interest rate charged by the bank lenders.
(c)	Adjusted to reflect a decrease in stock compensation benefiting the guarantor of the bank debt as a result of the decrease in the maximum amount of the guarantee caused by the reduction in bank debt.
(d)	Share and per share data have been adjusted to give effect to the 1-for-10 reverse stock split of the Company’s common stock effective May 15, 2003.

F-4

Unaudited Pro Forma Combined Condensed Statement of Operations
for the year ended June 30, 2002
(amounts in 000’s, except for per share amounts)

			As Reported			Adjustment			Pro Forma
Revenue from services rendered			$	113,072		$			$	113,072
Operating costs and expenses				(129,128	)					(129,128	)
		Loss from operations		(16,056	)					(16,056	)
Other income (expense):
	Equity in losses of affiliated companies			(1,962	)		414	(a)		(1,548	)
	Net change in value of certain derivatives			(3,345	)					(3,345	)
	Gain on investment dispositions and investment valuation adjustments, net			242						242
	Interest expense, net of interest income			(9,562	)		1,949	(b)		(7,613	)
	Debt issue cost amortization			(2,830	)		455	(c)		(2,375	)
	Other income (expense), net			350						350
		Loss before income taxes, extraordinary item and cumulative effect adjustment		(33,163	)		2,818			(30,345	)
Income taxes				7,257						7,257
		Loss before extraordinary item and cumulative effect adjustment		(25,906	)		2,818			(23,088	)
Extraordinary loss, net of tax				(627	)		627	(d)
Cumulative effect adjustment, net of tax				(2,620	)		2,620	(e)
		Net loss		(29,153	)		6,065			(23,088	)
Preferred dividends				(396	)					(396	)
		Net loss available to common stockholders	$	(29,549	)	$	6,065		$	(23,484	)
Per share data, basic and diluted:
	Loss before extraordinary item and cumulative effect adjustment		$	(7.21	)			(f)	$	(6.44	)
	Extraordinary item			(0.17	)			(f)
	Cumulative effect adjustment			(0.72	)			(f)
	Net loss available to common stockholders		$	(8.10	)				$	(6.44	)
Weighted average number of common shares outstanding, basic and diluted				3,648				(f)		3,648

Pro Forma Adjustments to Condensed Combined Statement of Operations

(a)	Adjusted to eliminate the Company’s proportionate share of earnings derived from its investment in Gray as reported under the equity method of accounting.
(b)	Adjusted to reflect the reduction in interest expense for the period as a result of a $28,000 payment on long-term debt and a .75% reduction in the interest rate charged by the bank lenders.
(c)	Adjusted to reflect a decrease in stock compensation benefiting the guarantor of the bank debt as a result of the decrease in the maximum amount of the guarantee caused by the reduction in bank debt.
(d)	Adjusted to eliminate the Company’s proportionate share of Gray’s extraordinary charge, net of tax, as reported under the equity method of accounting.
(e)	Adjusted to eliminate the Company’s proportionate share of Gray’s cumulative effect adjustment, net of tax, as reported under the equity method of accounting
(f)	Share and per share data have been adjusted to give effect to the 1-for-10 reverse stock split of the Company’s common stock effective May 15, 2003.

F-5 EX-10 3 g84621exv10.txt 1ST AMENDMENT TO 2ND AMENDED & RESTATED CREDIT EXHIBIT 10 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made as of the 18th day of August, 2003, 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), J. Mack Robinson, a Georgia resident, and Hoop-It-Up International, Inc., a Delaware corporation, as guarantors (collectively, the "Guarantors"), W. James Host, a Florida resident, and The Robinson-Prather Partnership, a Georgia general partnership, as pledgors (the "Pledgors"), the LENDERS party hereto (the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION (an "Issuing Bank"), and WACHOVIA BANK, NATIONAL ASSOCIATION (the "Administrative Agent"). R E C I T A L S: ---------------- The Borrowers, the Parent, the Administrative Agent, the Issuing Bank and the Lenders have entered into that certain Second Amended and Restated Credit Agreement dated as of October 11, 2002 (the "Credit Agreement"). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement. The Borrowers have requested the Administrative Agent, the Issuing Bank and the Lenders to amend the Credit Agreement to extend the Maturity Date, to permit the sale of certain Collateral, to set forth the allocation of the proceeds of such Collateral to be sold and to make certain other changes to the Credit Agreement as set forth herein. NOW, THEREFORE, in consideration of the Recitals and the mutual promises 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 intending to be legally bound hereby, agree as follows: SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment. SECTION 2. Amendments. The Credit Agreement is hereby amended as set forth in this Section 2. 1 SECTION 2.1. Amendments to Definitions. The definitions set forth in Section 1.01 of the Credit Agreement are hereby amended as follows: Section 2.1.1. There shall be added a new definition of "Additional Investments" which shall read in its entirety as follows: "Additional Investments" shall mean the aggregate amount of Investments made by Robinson in the Parent to the extent that the Parent contributes such Investments to the Borrowers. Section 2.1.2. There shall be added a new definition of "First Amendment Date" which shall read in its entirety as follows: "First Amendment Date" shall mean August 18, 2003. Section 2.1.3. The definition of "Maturity Date" shall be amended and restated in its entirety to read as follows: "Maturity Date" shall mean November 30, 2004, or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise) in accordance with the terms hereof. Section 2.1.4. The definition of "Overadvance Amount" is hereby deleted in its entirety. Section 2.1.5. There shall be added a new definition of "Requisite Lenders" which shall read in its entirety as follows: "Requisite Lenders" shall mean Lenders the sum of whose outstanding Term Loans and Revolving Loan Commitment, determined in accordance with their respective Revolving Commitment Ratios (or after termination of the Revolving Loan Commitment, the Aggregate Revolving Credit Obligations for each Lender, determined in accordance with their respective Revolving Commitment Ratios immediately prior to any such termination of the Revolving Loan Commitment) (with such sum for each Lender to be hereinafter referred to as such Lender's "Total Exposure"), exceed 66-2/3% of the sum of (i) all outstanding Term Loans and (ii) the Revolving Loan Commitment (or after the termination thereof, the Aggregate Revolving Credit Obligations) (with such sum to be hereinafter referred to as the "Total Obligations"); provided that at any time any one (1) Lender has a Total Exposure exceeding 33-1/3% of the Total Obligations, "Requisite Lenders" shall mean the difference of (x) the total number of Lenders party to this Agreement at such time less (y) one. SECTION 2.2. Amendment to Article 2. Section 2.4 of the Credit Agreement is hereby amended by deleting paragraph (d) thereof in its entirety. SECTION 2.3. Amendments to Article 5. Article 5 is hereby amended as follows: Section 2.3.1. Section 5.22 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 2 Section 5.22 E&Y Litigation. (a) 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; it being acknowledged and agreed by the Administrative Agent and the Lenders that the E&Y Litigation is based upon a contingency fee arrangement with counsel to the Parent, and that such fee arrangement is reasonable for purposes of this clause (a). (b) On or before the fifteenth (15th) Business Day following the First Amendment Date, the Parent shall grant to the Administrative Agent, for the benefit of the Lenders and the Issuing Bank, a perfected first-priority security interest in the proceeds of the E&Y Litigation, pursuant to documents (including, without limitation, UCC Financing Statement filings) satisfactory to the Administrative Agent, all at the sole cost and expense of the Borrowers; provided that Parent shall at all times maintain sole control and exclusive right to negotiate and settle the E&Y Litigation. Section 2.3.2. There is hereby added to Article 5 new Sections 5.23 and 5.24, which shall read in their entirety as follows: Section 5.23 Summit Subordinated Notes. On or before December 31, 2003, the Parent shall cause the maturity date of the Summit Subordinated Notes to be extended to a date not less than 30 days following the Maturity Date. Section 5.24 Conversion of Subordinated Debt. On or before October 31, 2003, the Parent shall cause at least $5,000,000 of the principal amount of the Subordinated Debt to be converted to shares of preferred stock or other equity interests in the Parent on terms and conditions reasonably acceptable to the Administrative Agent. SECTION 2.4. Amendments to Article 6. Article 6 is hereby amended as follows: Section 2.4.1 Paragraphs (a) and (b) of Section 6.6 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: (a) On or before the twenty-fifth (25th) day of each month, or, if such day is not a Business Day, the next succeeding Business Day, the Parent shall deliver to the Administrative Agent and the Lenders a cash flow projection report for the three month period immediately following the month just ended, showing projections of cash flow of the Parent and the Parent's Subsidiaries for such three month period, in such form as shall be reasonably acceptable to the Administrative Agent. (b) On or before the twenty-fifth (25th) day of each month, or, if such day is not a Business Day, the next succeeding Business Day, Host shall deliver to 3 the Administrative Agent and the Lenders the sales pacing report for the current month, in such form as shall be reasonably acceptable to the Administrative Agent. Section 2.4.2. There is hereby added to Article 6 a new Section 6.8 which shall read in its entirety as follows: Section 6.8 Robinson Financials. On or before the 15th Business Day following the First Amendment Date, current personal financial statements for Robinson. SECTION 2.5. Amendments to Article 7. Article 7 is hereby amended as follows: Section 2.5.1. Paragraph (b)(iii) of Section 7.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (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 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 First Amendment Date pursuant to this clause (iii), not to exceed $15,000,000, 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 First Amendment Date pursuant to this clause (iii), exceeding $15,000,000, in each case, such consent not to be unreasonably withheld. Section 2.5.2. Section 7.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Section 7.8 Capital Expenditures. The Borrowers and their Subsidiaries shall not make or incur in the aggregate any Capital Expenditures, during the period from the First Amendment Date to the Maturity Date, in excess of $600,000. 4 Section 2.5.3. There is hereby added to Article 7 a new Section 7.17, which shall read in its entirety as follows: Section 7.17 Interest Coverage Ratio. The Borrower shall not permit the ratio of the sum of (a) Adjusted EBITDA (excluding from Adjusted EBITDA for purposes of this Section only any extraordinary gains or losses) for the relevant Measurement Period (as defined below), and (b) the aggregate Additional Investments made during the relevant Measurement Period to Interest Expense for the relevant Measurement Period to be less than the ratio indicated below as of the fiscal quarter ending date set forth below: FISCAL QUARTER ENDING DATE RATIO -------------------------- ----- November 30, 2003 1.25 to 1.00 February 29, 2004 1.00 to 1.00 May 31, 2004 1.25 to 1.00 August 31, 2004 1.50 to 1.00 As used herein, "Measurement Period" shall mean, with respect to any fiscal quarter ending date set forth above, that portion of the fiscal year ended on such fiscal quarter ending date. SECTION 2.6. Amendments to Article 8. Article 8 is hereby amended as follows: Section 2.6.1. Paragraph (c) of Section 8.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (c) The Parent, any Borrower or Robinson shall default in the performance or observance of any agreement or covenant in Section 5.1, 5.5, 5.7, 5.19, 5.22, 5.23 or 5.24, or in Article 6 or Article 7 hereof, in the Robinson Guaranty or in any Security Document; Section 2.6.2. Paragraph (a) of Section 8.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: With the exception of an Event of Default specified in Section 8.1(g) or (h), the Administrative Agent, at the direction of the Requisite 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. Section 2.6.3. Paragraph (c) of Section 8.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 5 (c) The Administrative Agent, with the concurrence of the Requisite 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. SECTION 2.7. Amendments to Article 9. Article 9 is hereby amended as follows: Section 2.7.1. Paragraphs (a) and (b) of Section 9.7 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: (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 and the other Loan Documents, unless the Administrative Agent shall have been instructed by the Requisite Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action. The Administrative Agent shall incur no liability under or in respect of this Agreement or the other Loan Documents 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 or the other Loan Documents in accordance with the instructions of the Requisite Lenders, and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders, unless this Agreement or the other Loan Documents specifically requires the consent of all Lenders to such action or inaction. Section 2.7.2. Section 9.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 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 and the other Loan Documents as the Requisite 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. If the Requisite Lenders shall fail to request the Administrative Agent to take action or to assert rights under this Agreement and the other Loan Documents 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 6 Lenders, except that, if the Requisite 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 2.8. Amendments to Article 10. Article 10 is hereby amended as follows: Section 2.8.1. Section 10.5(b) of the Credit Agreement is hereby amended by inserting a new clause (3) immediately following the existing clause (2) (and renumbering the existing clause (3) to read "(4)"), with such new clause (3) to read in its entirety as follows: "(3) the sale of an assignment or participation to a Lender shall not be permitted if such sale shall result in the purchasing Lender having a Total Exposure (as such term is defined in the definition of "Requisite Lenders" in Section 1.01 of this Agreement) in excess of 49% of the Total Obligations (as such term is defined in the definition of "Requisite Lenders" in Section 1.01 of this Agreement),". Section 2.8.2. The last sentence of Section 10.12(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "The Administrative Agent (1) 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) and (2) will assign its purchase rights hereunder to the extent necessary to comply with clause (3) of Section 10.5(b)." SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to satisfaction of the following conditions and the provisions of Section 10: (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed counterpart of this Amendment signed by such party; (b) the fact that the representations and warranties of each of the Borrowers contained in Article 4 of the Credit Agreement and Section 6 of this Amendment shall be true on and as of the date hereof; (c) receipt by the Administrative Agent from each of the parties thereto of a duly executed counterpart of the First Amendment to Second Amended and Restated Robinson Pledge Agreement (the "Robinson Pledge Amendment") in form and substance satisfactory to the Administrative Agent; (d) receipt by the Administrative Agent of 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 Amendment in form and substance satisfactory to the Administrative Agent; (e) receipt by the Administrative Agent with respect to each Borrower of (i) a true, correct and complete certified copy of the resolutions of such Borrower authorizing the execution, delivery and performance by such Borrower of this Amendment, (ii) a certificate of incumbency with respect to each officer executing this Amendment on behalf of such Borrower, (iii) a certificate of good standing from the Secretary of State for the jurisdiction of such Borrower's incorporation, and (iv) a closing certificate executed by an Authorized Signatory of such Borrower in form and substance satisfactory to the Administrative Agent; (f) receipt by the Administrative Agent of evidence satisfactory to it that (i) 2,017,647 shares of the Class A Common Stock of Gray Television, Inc. (the "Gray Class A Shares") and 7 11,750 shares of the Common Stock of Gray Television, Inc. (the "Gray Common Shares"; the Gray Class A Shares and the Gray Common Shares being hereinafter referred to as the "Gray Shares") have been sold at a minimum price of $16.90 per share, generating at least $34,296,809 of proceeds (the "Gray Proceeds"), (ii) the purchasers of the Gray Shares are duly authorized to purchase the Gray Shares, and (iii) the Borrowers will not incur tax liability exceeding $250,000 in the aggregate in connection with such sale of the Gray Shares; (g) receipt by the Administrative Agent of a certificate in the form attached hereto as Exhibit A, executed by the Borrowers, certifying, among other things, that, upon the effectiveness of this Amendment, the Borrowers and the Lenders shall be in full compliance with Regulations T, U and X of the Board and containing calculations showing that the sum of the aggregate principal amount of the Loans plus the Letter of Credit Obligations will not exceed an amount equal to the sum of (i) 100% of the then current fair market value of all Collateral (other than Collateral constituting Margin Stock) plus (ii) 50% of the then current market value of all Collateral constituting Margin Stock; (h) receipt by the Administrative Agent, on behalf of the Lenders, of an upfront fee in an amount equal to twenty-five basis points (0.25%) of the sum of the outstanding principal amount of the Term Loans (after giving effect to the prepayment of the Term Loans required by Section 10) plus the Revolving Loan Commitment; and (i) payment by the Borrowers of all fees and expenses owing to the Administrative Agent and the Lenders in connection with the preparation, negotiation and execution of this Amendment, as well as in connection with the transactions contemplated herein, including, without limitation, all reasonable fees and expenses of counsel to the Administrative Agent. SECTION 4. Consent, Waiver and Release; Other Agreements. (a) Upon the satisfaction of the conditions contained in Section 3, but with effect on and after the date hereof, the Lenders hereby consent to the sale of the Gray Shares and the application of the Gray Proceeds as described in Sections 3(f) and 10 hereof (the "Transactions"), and to the extent that the Transactions violate the provisions of Section 2.6(d) or 7.7 of the Credit Agreement, the Lenders hereby waive compliance with, and consent to the variation from, the provisions thereof but only to the extent necessary to permit the consummation of the Transactions as described herein. (b) The Lenders hereby consent to the dissolution of Host Insurance Agency, Inc. on May 5, 2003 (the "Dissolution") and to the extent that the Dissolution violated the provisions of Section 7.7(a) of the Credit Agreement, the Lenders hereby waive compliance with, and consent to the variation from, the provisions thereof but only to the extent necessary to permit the Dissolution as described herein. (c) The consents and waivers granted in clauses (a) and (b) above are limited solely to the Transactions and the Dissolution. The parties hereto hereby agree that the Transactions shall be consummated specifically as described, and the Dissolution shall be limited to Host Insurance Agency, Inc., and any variation therefrom shall constitute an immediate Event of Default under the Credit Agreement and permit the exercise of all rights and remedies of the Administrative Agent and the Lenders as a result of such Event of Default. The Administrative Agent and the Lenders expressly reserve all of their rights and remedies with respect to any other present or future Default arising under the Credit Agreement. 8 (d) The sale of the Gray Shares and the application of the Gray Proceeds shall not be included in calculating compliance with Section 7.7(b)(iii) in determining consent requirements in connection with future dispositions. (e) The Lenders shall release, and the Lenders hereby authorize the Administrative Agent to release, all liens and security interests created pursuant to the relevant Security Documents in (i) the Gray Shares, subject to a continuing lien on the proceeds thereof (other than the proceeds used to effect the transaction described in Section 10(ii) hereof), (ii) 111,367 shares of the Capital Stock of Bull Run Corporation pledged by W. James Host, (iii) options to purchase 5,360 shares of the Capital Stock in Bull Run Corporation pledged by W. James Host, and (iv) 738,194 shares of the Common Stock of Atlantic American Corporation pledged by J. Mack Robinson. (f) The Lenders hereby release, and the Lenders hereby authorize the Administrative Agent to release, Host Insurance Agency, Inc. from any and all obligations that Host Insurance Agency, Inc. has, or in the future may have, under the Subsidiary Guaranty. (g) The parties hereto acknowledge that (x) as of the date hereof and after giving effect to this Amendment, the current Interest Rate Margin is equal to (i) with respect to Base Rate Advances, zero percent (0.00%) and (ii) with respect to Eurodollar Advances and Letter of Credit Obligations, two and three-quarters percent (2.75%) and (y) the Interest Rate Margin is subject to change pursuant to the definition thereof in the Credit Agreement. SECTION 5. No Other Amendment. Except for the amendments set forth above, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement, except as herein amended, nor affect or impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all of their rights and remedies against all parties who may be or may hereafter become secondarily liable for the repayment of the Notes or the Obligations. Each of the Borrowers promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended, the Credit Agreement, as amended, being hereby ratified and affirmed. Each of the Borrowers hereby expressly agrees that the Credit Agreement, as amended, and the Notes are in full force and effect. To the extent that any of the other Loan Documents shall conflict with or otherwise contradict the Credit Agreement, as amended by this Amendment (including any consents and waivers herein provided), the terms of the Credit Agreement, as amended hereby, shall control. SECTION 6. Representations and Warranties. The Parent and each of the Borrowers hereby represents and warrants to each of the Lenders as follows: (a) No Default under the Credit Agreement, nor any other event or condition constituting a default under any other Loan Document, has occurred and is continuing unwaived by the Lenders on the date hereof. 9 (b) The Parent and each of the Borrowers has the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it. (c) This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of each of the Borrowers and the Parent and constitutes the legal, valid and binding obligation of each of the Borrowers and the Parent, enforceable against each of the Borrowers and the Parent in accordance with its terms, provided that such enforceability is subject to general principles of equity. (d) The execution and delivery of this Amendment and the performance by each of the Borrowers and the Parent of its obligations hereunder do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over any Borrower or the Parent, nor be in contravention of or in conflict with the certificate of incorporation or bylaws of any Borrower or the Parent, or the provision of any statute, or any judgment, order, indenture, instrument, agreement or undertaking, to which any Borrower or the Parent is party or by which any Borrower's or the Parent's assets or properties are or may become bound. (e) Host Insurance Agency had no material assets at the time of its dissolution on May 5, 2003. SECTION 7. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. SECTION 8. Governing Law. This Amendment 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 9. Joinder of Existing Guarantors and Pledgors. Each Guarantor and Pledgor confirms, acknowledges and agrees that each Loan Document to which it is a party is and remains in full force and effect and shall cover the Loans as amended and modified by this Amendment and the Robinson Pledge Amendment. No Loan Document shall in any way be impaired, discharged, diminished, or released by this Amendment, the Robinson Pledge Amendment or the documents and instruments contemplated hereby. Except as amended and modified hereby, or by the Robinson Pledge Amendment, the Loan Documents shall be, and remain, in full force and effect. SECTION 10. Effectiveness of Amendment. This Amendment shall be effective as of the date of this Amendment, subject to the following conditions subsequent: (i) $23,000,000 of the Gray Proceeds shall have been applied as a principal prepayment of the Term Loans within three (3) Business Days after the First Amendment Date, and (ii) $5,000,000 of the Gray Proceeds shall have been applied to the repayment of the subordinated note dated July 15, 2003, issued by BR Holding, Inc. and payable to the order of Delta Life Insurance Company within three (3) Business Days after the First Amendment Date. If the conditions contained in the preceding sentence are not satisfied within the time stated, without any requirement of notice to, or any other action by, any party hereto, this Amendment (including any consents and waivers herein provided) shall be immediately and automatically null and void and no provision hereof shall have any continuing force or effect. [SIGNATURES APPEAR ON FOLLOWING PAGES] 10 IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their respective duly authorized officers or representatives to execute and deliver, this Amendment as of the day and year first above written. BORROWERS: BR HOLDING, INC. By: /s/ FREDERICK J. ERICKSON ------------------------------- Title: Vice President - Finance ---------------------------- CAPITAL SPORTS PROPERTIES, INC. By: /s/ FREDERICK J. ERICKSON -------------------------------- Title: Vice President ----------------------------- HOST COMMUNICATIONS, INC. By: /s/ FREDERICK J. ERICKSON -------------------------------- Title: Vice President ----------------------------- DATASOUTH COMPUTER CORPORATION By: /s/ FREDERICK J. ERICKSON ------------------------------------------- Title: Executive VP - Finance & Administration ---------------------------------------- PARENT: BULL RUN CORPORATION, as a Guarantor By: /s/ FREDERICK J. ERICKSON --------------------------------- Title: Vice President - Finance ------------------------------ 11 LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender By: /s/ JOE MYNATT ----------------------------------- Title: Director --------------------------------- DEUTSCHE BANK AG, NEW YORK BRANCH By: /s/ GREGORY SHEFRIN ------------------------------------ Title: Director --------------------------------- BANK OF AMERICA, N.A. By: /s/ MARK TRAMMELL ------------------------------------ Title: Assistant Vice President --------------------------------- BANK ONE, KENTUCKY, N.A. By: /s/ RICHARD M. HIXSON ------------------------------------ Title: First Vice President --------------------------------- 12 EX-99 4 g84621exv99.txt PRESS RELEASE DATED AUGUST 19, 2003 EXHIBIT 99 BULL RUN CORPORATION 4370 Peachtree Road, N.E. Atlanta, Georgia 30319-3099 (404) 266-8333 News Release August 19, 2003 BULL RUN CORPORATION SELLS ITS POSITION IN GRAY TELEVISION, INC. Atlanta, Georgia - Bull Run Corporation (Nasdaq: BULL) today announced that the Company has sold its entire position in Gray Television, Inc. common stock at a price of $16.95 per share. As a result of the sale, the Company reduced its debt by $28 million, and executed an amendment to its bank credit facility that substantially reduces its overall borrowing costs and extends the facility's maturity date from September 30, 2003 to November 30, 2004. Gray repurchased 1,017,647 shares of its class A common stock (NYSE: GTN.a) and 11,750 shares of its common stock (NYSE: GTN) from Bull Run. Additionally, certain family entities of J. Mack Robinson purchased the remaining 1,000,000 shares of Gray class A common stock held by Bull Run. Mr. Robinson is Bull Run's Chairman of the Board and Gray's Chairman and CEO. Bull Run reduced its outstanding bank debt to approximately $55.9 million from the proceeds on the sale of its investment in Gray. The interest rate charged by the lenders under the amended bank facility was reduced to the banks' prime rate. The Company has reduced its bank debt by $38 million over the past nine months. Bull Run, through Host Communications, provides affinity, multimedia, promotional and event management services to universities, athletic conferences, corporations and associations. FORWARD-LOOKING STATEMENTS Certain statements in this press release are "forward looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and actual results may differ materially from those forecasted. Contacts: Robert S. Prather, Jr., Bull Run's President & Chief Executive Officer, at (404) 266-8333, or Frederick J. Erickson, VP-Finance and Chief Financial Officer, at (704) 602-3107. 1 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10

                                   EXHIBIT 10

         FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made as of the 18th day of August, 2003, 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), J. Mack Robinson, a
Georgia resident, and Hoop-It-Up International, Inc., a Delaware corporation, as
guarantors (collectively, the "Guarantors"), W. James Host, a Florida resident,
and The Robinson-Prather Partnership, a Georgia general partnership, as pledgors
(the "Pledgors"), the LENDERS party hereto (the "Lenders"), WACHOVIA BANK,
NATIONAL ASSOCIATION (an "Issuing Bank"), and WACHOVIA BANK, NATIONAL
ASSOCIATION (the "Administrative Agent").

                                R E C I T A L S:
                                ----------------

         The Borrowers, the Parent, the Administrative Agent, the Issuing Bank
and the Lenders have entered into that certain Second Amended and Restated
Credit Agreement dated as of October 11, 2002 (the "Credit Agreement").
Capitalized terms used in this Amendment which are not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the Credit
Agreement.

         The Borrowers have requested the Administrative Agent, the Issuing Bank
and the Lenders to amend the Credit Agreement to extend the Maturity Date, to
permit the sale of certain Collateral, to set forth the allocation of the
proceeds of such Collateral to be sold and to make certain other changes to the
Credit Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the Recitals and the mutual
promises 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 intending to be legally bound hereby, agree as
follows:

         SECTION 1. Recitals. The Recitals are incorporated herein by reference
and shall be deemed to be a part of this Amendment.

         SECTION 2. Amendments. The Credit Agreement is hereby amended as set
forth in this Section 2.


                                       1


         SECTION 2.1. Amendments to Definitions. The definitions set forth in
Section 1.01 of the Credit Agreement are hereby amended as follows:

                  Section 2.1.1. There shall be added a new definition of
"Additional Investments" which shall read in its entirety as follows:

                           "Additional Investments" shall mean the aggregate
         amount of Investments made by Robinson in the Parent to the extent that
         the Parent contributes such Investments to the Borrowers.

                  Section 2.1.2. There shall be added a new definition of "First
Amendment Date" which shall read in its entirety as follows:

                           "First Amendment Date" shall mean August 18, 2003.

                  Section 2.1.3. The definition of "Maturity Date" shall be
amended and restated in its entirety to read as follows:

                           "Maturity Date" shall mean November 30, 2004, or such
         earlier date as payment of the Loans shall be due (whether by
         acceleration or otherwise) in accordance with the terms hereof.

                  Section 2.1.4. The definition of "Overadvance Amount" is
hereby deleted in its entirety.

                  Section 2.1.5. There shall be added a new definition of
"Requisite Lenders" which shall read in its entirety as follows:

                           "Requisite Lenders" shall mean Lenders the sum of
         whose outstanding Term Loans and Revolving Loan Commitment, determined
         in accordance with their respective Revolving Commitment Ratios (or
         after termination of the Revolving Loan Commitment, the Aggregate
         Revolving Credit Obligations for each Lender, determined in accordance
         with their respective Revolving Commitment Ratios immediately prior to
         any such termination of the Revolving Loan Commitment) (with such sum
         for each Lender to be hereinafter referred to as such Lender's "Total
         Exposure"), exceed 66-2/3% of the sum of (i) all outstanding Term Loans
         and (ii) the Revolving Loan Commitment (or after the termination
         thereof, the Aggregate Revolving Credit Obligations) (with such sum to
         be hereinafter referred to as the "Total Obligations"); provided that
         at any time any one (1) Lender has a Total Exposure exceeding 33-1/3%
         of the Total Obligations, "Requisite Lenders" shall mean the difference
         of (x) the total number of Lenders party to this Agreement at such time
         less (y) one.

         SECTION 2.2. Amendment to Article 2. Section 2.4 of the Credit
Agreement is hereby amended by deleting paragraph (d) thereof in its entirety.

         SECTION 2.3. Amendments to Article 5. Article 5 is hereby amended as
follows:

                  Section 2.3.1. Section 5.22 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


                                       2


                           Section 5.22 E&Y Litigation. (a) 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; it being
         acknowledged and agreed by the Administrative Agent and the Lenders
         that the E&Y Litigation is based upon a contingency fee arrangement
         with counsel to the Parent, and that such fee arrangement is reasonable
         for purposes of this clause (a).

                           (b) On or before the fifteenth (15th) Business Day
         following the First Amendment Date, the Parent shall grant to the
         Administrative Agent, for the benefit of the Lenders and the Issuing
         Bank, a perfected first-priority security interest in the proceeds of
         the E&Y Litigation, pursuant to documents (including, without
         limitation, UCC Financing Statement filings) satisfactory to the
         Administrative Agent, all at the sole cost and expense of the
         Borrowers; provided that Parent shall at all times maintain sole
         control and exclusive right to negotiate and settle the E&Y Litigation.

                  Section 2.3.2. There is hereby added to Article 5 new Sections
5.23 and 5.24, which shall read in their entirety as follows:

                           Section 5.23 Summit Subordinated Notes. On or before
         December 31, 2003, the Parent shall cause the maturity date of the
         Summit Subordinated Notes to be extended to a date not less than 30
         days following the Maturity Date.

                           Section 5.24 Conversion of Subordinated Debt. On or
         before October 31, 2003, the Parent shall cause at least $5,000,000 of
         the principal amount of the Subordinated Debt to be converted to shares
         of preferred stock or other equity interests in the Parent on terms and
         conditions reasonably acceptable to the Administrative Agent.

         SECTION 2.4. Amendments to Article 6. Article 6 is hereby amended as
follows:

                  Section 2.4.1 Paragraphs (a) and (b) of Section 6.6 of the
Credit Agreement are hereby amended and restated in their entirety to read as
follows:

                  (a) On or before the twenty-fifth (25th) day of each month,
         or, if such day is not a Business Day, the next succeeding Business
         Day, the Parent shall deliver to the Administrative Agent and the
         Lenders a cash flow projection report for the three month period
         immediately following the month just ended, showing projections of cash
         flow of the Parent and the Parent's Subsidiaries for such three month
         period, in such form as shall be reasonably acceptable to the
         Administrative Agent.

                  (b) On or before the twenty-fifth (25th) day of each month,
         or, if such day is not a Business Day, the next succeeding Business
         Day, Host shall deliver to

                                       3


         the Administrative Agent and the Lenders the sales pacing report for
         the current month, in such form as shall be reasonably acceptable to
         the Administrative Agent.

                  Section 2.4.2. There is hereby added to Article 6 a new
Section 6.8 which shall read in its entirety as follows:

                  Section 6.8 Robinson Financials. On or before the 15th
         Business Day following the First Amendment Date, current personal
         financial statements for Robinson.

         SECTION 2.5. Amendments to Article 7. Article 7 is hereby amended as
follows:

                  Section 2.5.1. Paragraph (b)(iii) of Section 7.7 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                           (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 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 First Amendment Date pursuant
         to this clause (iii), not to exceed $15,000,000, 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 First Amendment Date pursuant to this clause
         (iii), exceeding $15,000,000, in each case, such consent not to be
         unreasonably withheld.

                  Section 2.5.2. Section 7.8 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                           Section 7.8 Capital Expenditures. The Borrowers and
         their Subsidiaries shall not make or incur in the aggregate any Capital
         Expenditures, during the period from the First Amendment Date to the
         Maturity Date, in excess of $600,000.


                                       4


                  Section 2.5.3. There is hereby added to Article 7 a new
Section 7.17, which shall read in its entirety as follows:

                           Section 7.17 Interest Coverage Ratio. The Borrower
         shall not permit the ratio of the sum of (a) Adjusted EBITDA (excluding
         from Adjusted EBITDA for purposes of this Section only any
         extraordinary gains or losses) for the relevant Measurement Period (as
         defined below), and (b) the aggregate Additional Investments made
         during the relevant Measurement Period to Interest Expense for the
         relevant Measurement Period to be less than the ratio indicated below
         as of the fiscal quarter ending date set forth below:

               FISCAL QUARTER ENDING DATE           RATIO
               --------------------------           -----

               November 30, 2003                    1.25 to 1.00

               February 29, 2004                    1.00 to 1.00

               May 31, 2004                         1.25 to 1.00

               August 31, 2004                      1.50 to 1.00

         As used herein, "Measurement Period" shall mean, with respect to any
         fiscal quarter ending date set forth above, that portion of the fiscal
         year ended on such fiscal quarter ending date.

         SECTION 2.6. Amendments to Article 8. Article 8 is hereby amended as
follows:

                  Section 2.6.1. Paragraph (c) of Section 8.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  (c) The Parent, any Borrower or Robinson shall default in the
         performance or observance of any agreement or covenant in Section 5.1,
         5.5, 5.7, 5.19, 5.22, 5.23 or 5.24, or in Article 6 or Article 7
         hereof, in the Robinson Guaranty or in any Security Document;

                  Section 2.6.2. Paragraph (a) of Section 8.2 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

         With the exception of an Event of Default specified in Section 8.1(g)
         or (h), the Administrative Agent, at the direction of the Requisite
         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.

                  Section 2.6.3. Paragraph (c) of Section 8.2 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


                                       5


                  (c) The Administrative Agent, with the concurrence of the
         Requisite 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.

         SECTION 2.7. Amendments to Article 9. Article 9 is hereby amended as
follows:

                  Section 2.7.1. Paragraphs (a) and (b) of Section 9.7 of the
Credit Agreement are hereby amended and restated in their entirety to read as
follows:

                  (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 and the other Loan
         Documents, unless the Administrative Agent shall have been instructed
         by the Requisite Lenders to exercise or refrain from exercising such
         rights or to take or refrain from taking such action. The
         Administrative Agent shall incur no liability under or in respect of
         this Agreement or the other Loan Documents 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 or the other Loan Documents in accordance with the
         instructions of the Requisite Lenders, and any action taken or failure
         to act pursuant to such instructions shall be binding on all Lenders,
         unless this Agreement or the other Loan Documents specifically requires
         the consent of all Lenders to such action or inaction.

                  Section 2.7.2. Section 9.8 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  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 and the other Loan Documents as the Requisite
         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. If the Requisite Lenders shall fail to request the
         Administrative Agent to take action or to assert rights under this
         Agreement and the other Loan Documents 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

                                       6



         Lenders, except that, if the Requisite 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 2.8. Amendments to Article 10. Article 10 is hereby amended as
follows:

         Section 2.8.1. Section 10.5(b) of the Credit Agreement is hereby
amended by inserting a new clause (3) immediately following the existing clause
(2) (and renumbering the existing clause (3) to read "(4)"), with such new
clause (3) to read in its entirety as follows: "(3) the sale of an assignment or
participation to a Lender shall not be permitted if such sale shall result in
the purchasing Lender having a Total Exposure (as such term is defined in the
definition of "Requisite Lenders" in Section 1.01 of this Agreement) in excess
of 49% of the Total Obligations (as such term is defined in the definition of
"Requisite Lenders" in Section 1.01 of this Agreement),".

         Section 2.8.2. The last sentence of Section 10.12(b) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"The Administrative Agent (1) 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) and (2) will assign its purchase rights
hereunder to the extent necessary to comply with clause (3) of Section 10.5(b)."

         SECTION 3. Conditions to Effectiveness. The effectiveness of this
Amendment is subject to satisfaction of the following conditions and the
provisions of Section 10:

         (a) receipt by the Administrative Agent from each of the parties hereto
of a duly executed counterpart of this Amendment signed by such party;

         (b) the fact that the representations and warranties of each of the
Borrowers contained in Article 4 of the Credit Agreement and Section 6 of this
Amendment shall be true on and as of the date hereof;

         (c) receipt by the Administrative Agent from each of the parties
thereto of a duly executed counterpart of the First Amendment to Second Amended
and Restated Robinson Pledge Agreement (the "Robinson Pledge Amendment") in form
and substance satisfactory to the Administrative Agent;

         (d) receipt by the Administrative Agent of 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 Amendment in
form and substance satisfactory to the Administrative Agent;

         (e) receipt by the Administrative Agent with respect to each Borrower
of (i) a true, correct and complete certified copy of the resolutions of such
Borrower authorizing the execution, delivery and performance by such Borrower of
this Amendment, (ii) a certificate of incumbency with respect to each officer
executing this Amendment on behalf of such Borrower, (iii) a certificate of good
standing from the Secretary of State for the jurisdiction of such Borrower's
incorporation, and (iv) a closing certificate executed by an Authorized
Signatory of such Borrower in form and substance satisfactory to the
Administrative Agent;

         (f) receipt by the Administrative Agent of evidence satisfactory to it
that (i) 2,017,647 shares of the Class A Common Stock of Gray Television, Inc.
(the "Gray Class A Shares") and

                                       7


11,750 shares of the Common Stock of Gray Television, Inc. (the "Gray Common
Shares"; the Gray Class A Shares and the Gray Common Shares being hereinafter
referred to as the "Gray Shares") have been sold at a minimum price of $16.90
per share, generating at least $34,296,809 of proceeds (the "Gray Proceeds"),
(ii) the purchasers of the Gray Shares are duly authorized to purchase the Gray
Shares, and (iii) the Borrowers will not incur tax liability exceeding $250,000
in the aggregate in connection with such sale of the Gray Shares;

         (g) receipt by the Administrative Agent of a certificate in the form
attached hereto as Exhibit A, executed by the Borrowers, certifying, among other
things, that, upon the effectiveness of this Amendment, the Borrowers and the
Lenders shall be in full compliance with Regulations T, U and X of the Board and
containing calculations showing that the sum of the aggregate principal amount
of the Loans plus the Letter of Credit Obligations will not exceed an amount
equal to the sum of (i) 100% of the then current fair market value of all
Collateral (other than Collateral constituting Margin Stock) plus (ii) 50% of
the then current market value of all Collateral constituting Margin Stock;

         (h) receipt by the Administrative Agent, on behalf of the Lenders, of
an upfront fee in an amount equal to twenty-five basis points (0.25%) of the sum
of the outstanding principal amount of the Term Loans (after giving effect to
the prepayment of the Term Loans required by Section 10) plus the Revolving Loan
Commitment; and

         (i) payment by the Borrowers of all fees and expenses owing to the
Administrative Agent and the Lenders in connection with the preparation,
negotiation and execution of this Amendment, as well as in connection with the
transactions contemplated herein, including, without limitation, all reasonable
fees and expenses of counsel to the Administrative Agent.

         SECTION 4. Consent, Waiver and Release; Other Agreements.

         (a) Upon the satisfaction of the conditions contained in Section 3, but
with effect on and after the date hereof, the Lenders hereby consent to the sale
of the Gray Shares and the application of the Gray Proceeds as described in
Sections 3(f) and 10 hereof (the "Transactions"), and to the extent that the
Transactions violate the provisions of Section 2.6(d) or 7.7 of the Credit
Agreement, the Lenders hereby waive compliance with, and consent to the
variation from, the provisions thereof but only to the extent necessary to
permit the consummation of the Transactions as described herein.

         (b) The Lenders hereby consent to the dissolution of Host Insurance
Agency, Inc. on May 5, 2003 (the "Dissolution") and to the extent that the
Dissolution violated the provisions of Section 7.7(a) of the Credit Agreement,
the Lenders hereby waive compliance with, and consent to the variation from, the
provisions thereof but only to the extent necessary to permit the Dissolution as
described herein.

         (c) The consents and waivers granted in clauses (a) and (b) above are
limited solely to the Transactions and the Dissolution. The parties hereto
hereby agree that the Transactions shall be consummated specifically as
described, and the Dissolution shall be limited to Host Insurance Agency, Inc.,
and any variation therefrom shall constitute an immediate Event of Default under
the Credit Agreement and permit the exercise of all rights and remedies of the
Administrative Agent and the Lenders as a result of such Event of Default. The
Administrative Agent and the Lenders expressly reserve all of their rights and
remedies with respect to any other present or future Default arising under the
Credit Agreement.


                                       8


         (d) The sale of the Gray Shares and the application of the Gray
Proceeds shall not be included in calculating compliance with Section
7.7(b)(iii) in determining consent requirements in connection with future
dispositions.

         (e) The Lenders shall release, and the Lenders hereby authorize the
Administrative Agent to release, all liens and security interests created
pursuant to the relevant Security Documents in (i) the Gray Shares, subject to a
continuing lien on the proceeds thereof (other than the proceeds used to effect
the transaction described in Section 10(ii) hereof), (ii) 111,367 shares of the
Capital Stock of Bull Run Corporation pledged by W. James Host, (iii) options to
purchase 5,360 shares of the Capital Stock in Bull Run Corporation pledged by W.
James Host, and (iv) 738,194 shares of the Common Stock of Atlantic American
Corporation pledged by J. Mack Robinson.

         (f) The Lenders hereby release, and the Lenders hereby authorize the
Administrative Agent to release, Host Insurance Agency, Inc. from any and all
obligations that Host Insurance Agency, Inc. has, or in the future may have,
under the Subsidiary Guaranty.

         (g) The parties hereto acknowledge that (x) as of the date hereof and
after giving effect to this Amendment, the current Interest Rate Margin is equal
to (i) with respect to Base Rate Advances, zero percent (0.00%) and (ii) with
respect to Eurodollar Advances and Letter of Credit Obligations, two and
three-quarters percent (2.75%) and (y) the Interest Rate Margin is subject to
change pursuant to the definition thereof in the Credit Agreement.

         SECTION 5. No Other Amendment. Except for the amendments set forth
above, the text of the Credit Agreement shall remain unchanged and in full force
and effect. This Amendment is not intended to effect, nor shall be construed as,
a novation. The Credit Agreement and this Amendment shall be construed together
as a single agreement. Nothing herein contained shall waive, annul, vary or
affect any provision, condition, covenant or agreement contained in the Credit
Agreement, except as herein amended, nor affect or impair any rights, powers or
remedies under the Credit Agreement as hereby amended. The Lenders and the
Administrative Agent do hereby reserve all of their rights and remedies
against all parties who may be or may hereafter become secondarily liable for
the repayment of the Notes or the Obligations. Each of the Borrowers promises
and agrees to perform all of the requirements, conditions, agreements and
obligations under the terms of the Credit Agreement, as heretofore and hereby
amended, the Credit Agreement, as amended, being hereby ratified and affirmed.
Each of the Borrowers hereby expressly agrees that the Credit Agreement, as
amended, and the Notes are in full force and effect. To the extent that any of
the other Loan Documents shall conflict with or otherwise contradict the Credit
Agreement, as amended by this Amendment (including any consents and waivers
herein provided), the terms of the Credit Agreement, as amended hereby, shall
control.

         SECTION 6. Representations and Warranties. The Parent and each of the
Borrowers hereby represents and warrants to each of the Lenders as follows:

         (a) No Default under the Credit Agreement, nor any other event or
condition constituting a default under any other Loan Document, has occurred and
is continuing unwaived by the Lenders on the date hereof.


                                       9


         (b) The Parent and each of the Borrowers has the power and authority to
enter into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it.

         (c) This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of each of the Borrowers and the
Parent and constitutes the legal, valid and binding obligation of each of the
Borrowers and the Parent, enforceable against each of the Borrowers and the
Parent in accordance with its terms, provided that such enforceability is
subject to general principles of equity.

         (d) The execution and delivery of this Amendment and the performance by
each of the Borrowers and the Parent of its obligations hereunder do not and
will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over any Borrower or the
Parent, nor be in contravention of or in conflict with the certificate of
incorporation or bylaws of any Borrower or the Parent, or the provision of any
statute, or any judgment, order, indenture, instrument, agreement or
undertaking, to which any Borrower or the Parent is party or by which any
Borrower's or the Parent's assets or properties are or may become bound.

         (e) Host Insurance Agency had no material assets at the time of its
dissolution on May 5, 2003.

         SECTION 7. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.

         SECTION 8. Governing Law. This Amendment 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 9. Joinder of Existing Guarantors and Pledgors. Each Guarantor
and Pledgor confirms, acknowledges and agrees that each Loan Document to which
it is a party is and remains in full force and effect and shall cover the Loans
as amended and modified by this Amendment and the Robinson Pledge Amendment. No
Loan Document shall in any way be impaired, discharged, diminished, or released
by this Amendment, the Robinson Pledge Amendment or the documents and
instruments contemplated hereby. Except as amended and modified hereby, or by
the Robinson Pledge Amendment, the Loan Documents shall be, and remain, in full
force and effect.

         SECTION 10. Effectiveness of Amendment. This Amendment shall be
effective as of the date of this Amendment, subject to the following conditions
subsequent: (i) $23,000,000 of the Gray Proceeds shall have been applied as a
principal prepayment of the Term Loans within three (3) Business Days after the
First Amendment Date, and (ii) $5,000,000 of the Gray Proceeds shall have been
applied to the repayment of the subordinated note dated July 15, 2003, issued by
BR Holding, Inc. and payable to the order of Delta Life Insurance Company within
three (3) Business Days after the First Amendment Date. If the conditions
contained in the preceding sentence are not satisfied within the time stated,
without any requirement of notice to, or any other action by, any party hereto,
this Amendment (including any consents and waivers herein provided) shall be
immediately and automatically null and void and no provision hereof shall have
any continuing force or effect.

                     [SIGNATURES APPEAR ON FOLLOWING PAGES]


                                       10



         IN WITNESS WHEREOF, the parties hereto have executed and delivered, or
have caused their respective duly authorized officers or representatives to
execute and deliver, this Amendment as of the day and year first above written.

                                  BORROWERS:

                                  BR HOLDING, INC.

                                  By: /s/ FREDERICK J. ERICKSON
                                      -------------------------------
                                  Title: Vice President - Finance
                                         ----------------------------


                                  CAPITAL SPORTS PROPERTIES, INC.

                                  By: /s/ FREDERICK J. ERICKSON
                                     --------------------------------
                                  Title: Vice President
                                        -----------------------------


                                  HOST COMMUNICATIONS, INC.

                                  By: /s/ FREDERICK J. ERICKSON
                                     --------------------------------
                                  Title: Vice President
                                        -----------------------------


                                  DATASOUTH COMPUTER CORPORATION

                                  By: /s/ FREDERICK J. ERICKSON
                                     -------------------------------------------
                                  Title: Executive VP - Finance & Administration
                                        ----------------------------------------


                                  PARENT:

                                  BULL RUN CORPORATION, as a Guarantor

                                  By: /s/ FREDERICK J. ERICKSON
                                     ---------------------------------
                                  Title: Vice President - Finance
                                        ------------------------------



                                       11


                                  LENDERS:

                                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                  as Administrative Agent and as a Lender

                                  By: /s/ JOE MYNATT
                                      -----------------------------------
                                  Title: Director
                                        ---------------------------------


                                  DEUTSCHE BANK AG, NEW YORK BRANCH

                                  By: /s/ GREGORY SHEFRIN
                                     ------------------------------------
                                  Title: Director
                                        ---------------------------------


                                  BANK OF AMERICA, N.A.

                                  By: /s/ MARK TRAMMELL
                                     ------------------------------------
                                  Title: Assistant Vice President
                                        ---------------------------------


                                  BANK ONE, KENTUCKY, N.A.

                                  By: /s/ RICHARD M. HIXSON
                                     ------------------------------------
                                  Title: First Vice President
                                        ---------------------------------


                                       12

EX-99

                                   EXHIBIT 99

                              BULL RUN CORPORATION
                            4370 Peachtree Road, N.E.
                           Atlanta, Georgia 30319-3099
                                 (404) 266-8333


                                                           News Release
                                                           August 19, 2003


        BULL RUN CORPORATION SELLS ITS POSITION IN GRAY TELEVISION, INC.

Atlanta, Georgia - Bull Run Corporation (Nasdaq: BULL) today announced that the
Company has sold its entire position in Gray Television, Inc. common stock at a
price of $16.95 per share. As a result of the sale, the Company reduced its debt
by $28 million, and executed an amendment to its bank credit facility that
substantially reduces its overall borrowing costs and extends the facility's
maturity date from September 30, 2003 to November 30, 2004.

Gray repurchased 1,017,647 shares of its class A common stock (NYSE: GTN.a) and
11,750 shares of its common stock (NYSE: GTN) from Bull Run. Additionally,
certain family entities of J. Mack Robinson purchased the remaining 1,000,000
shares of Gray class A common stock held by Bull Run. Mr. Robinson is Bull Run's
Chairman of the Board and Gray's Chairman and CEO.

Bull Run reduced its outstanding bank debt to approximately $55.9 million from
the proceeds on the sale of its investment in Gray. The interest rate charged by
the lenders under the amended bank facility was reduced to the banks' prime
rate. The Company has reduced its bank debt by $38 million over the past nine
months.

Bull Run, through Host Communications, provides affinity, multimedia,
promotional and event management services to universities, athletic conferences,
corporations and associations.

FORWARD-LOOKING STATEMENTS
Certain statements in this press release are "forward looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are not guaranties of future performance and actual results may
differ materially from those forecasted.



Contacts:
Robert S. Prather, Jr., Bull Run's President & Chief Executive Officer, at
(404) 266-8333, or Frederick J. Erickson, VP-Finance and Chief Financial
Officer, at (704) 602-3107.


                                       1