<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 1)
Rawlings Sporting Goods Company, Inc.
-------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
754459105
---------
(CUSIP Number)
ROBERT S. PRATHER, JR.
PRESIDENT
BULL RUN CORPORATION
4370 PEACHTREE ROAD
ATLANTA, GEORGIA 30319
(404) 261-8333
----------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
with a copy to:
STEPHEN A. OPLER
ALSTON & BIRD LLP
1201 WEST PEACHTREE ROAD, N.W.
ATLANTA, GEORGIA 30309-3424
(404) 881-7693
December 9, 1997
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 754459105 PAGE 2 OF 6 PAGES
- ------------------- ----------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
Bull Run Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 91-1117599
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- ---------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 1,732,304 (806,500 AND A RIGHT TO ACQUIRE 925,804)
OF
SHARES ----------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,732,304 (806,500 AND A RIGHT TO ACQUIRE 925,804)
WITH ----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,304
- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.27%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 6 Pages
<PAGE>
This Amendment No. 1 to the Statement on Schedule 13D amends and supplements
the Statement on Schedule 13D relating to the event date of November 21, 1997
(the "Schedule 13D") filed by Bull Run Corporation ("Bull Run") relating to the
common stock (the "Common Stock") of Rawlings Sporting Goods Company, Inc. (the
"Company"). The address of the Company is 1859 Intertech Drive, Fenton, MO
63026. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 is amended to add the following:
Since the filing of the Schedule 13D, Bull Run purchased 726,500 shares of
Common Stock in the open market at an aggregate cost of $8,355,042.25 (see
Schedule A). The funds for the purchases of the shares of Common Stock came
- ----------
from a loan to Bull Run from NationsBank, N.A., pursuant to Additional Term Loan
Notes (attached hereto as Exhibits 1 through 9) referred to in the Loan
Agreement, dated as of March 29, 1995, between Bull Run and NationsBank, N.A.,
as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended and restated in its entirety to read as follows:
(a) As noted above, as of the date hereof, Bull Run is the beneficial owner
of 1,732,304 shares of Common Stock. Bull Run beneficially owns (within the
meaning of Rule 13d-3 of the Exchange Act) an aggregate of 22.27% of the
outstanding shares of Common Stock, based on information obtained from the
Company on January 23, 1998 that there were 7,779,572 shares of Common Stock
outstanding.
(b) Bull Run maintains sole investment, voting and dispositive power over all
of such shares of Common Stock set forth in paragraph (a) above.
(c) Attached as Schedule A is a description of the transactions in the Common
----------
Stock that were effected by Bull Run since the filing of the Schedule 13D.
(d) None.
(e) Not applicable.
Page 3 of 6 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Additional Term Loan Note, Note No. 1, dated December 2, 1997, by and
between Bull Run and NationsBank, N.A. for $902,503.00.
2. Additional Term Loan Note, Note No. 2, dated December 10, 1997, by and
between Bull Run and NationsBank, N.A. for $457,509.00.
3. Additional Term Loan Note, Note No. 3, dated December 12, 1997, by and
between Bull Run and NationsBank, N.A. for $1,197,631.00.
4. Additional Term Loan Note, Note No. 4, dated December 15, 1997, by and
between Bull Run and NationsBank, N.A. for $686,099.75.
5. Additional Term Loan Note, Note No. 5, dated December 24, 1997, by and
between Bull Run and NationsBank, N.A. for $583,184.00
6. Additional Term Loan Note, Note No. 6, dated January 6, 1998, by and
between Bull Run and NationsBank, N.A. for $723,452.50.
7. Additional Term Loan Note, Note No. 7, dated January 9, 1998, by and
between Bull Run and NationsBank, N.A. for $2,965,446.50.
8. Additional Term Loan Note, Note No. 8, dated January 16, 1998, by and
between Bull Run and NationsBank, N.A. for $881,327.50.
9. Additional Term Loan Note, Note No. 9, dated January 22, 1998, by and
between Bull Run and NationsBank, N.A. for $1,060,442.00.
Page 4 of 6 Pages
<PAGE>
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST KNOWLEDGE AND BELIEF OF THE
UNDERSIGNED, THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
DATED: JANUARY 27, 1998
BULL RUN CORPORATION
/S/ ROBERT S. PRATHER, JR.
---------------------------------
NAME: ROBERT S. PRATHER, JR.
TITLE: PRESIDENT
Page 5 of 6 Pages
<PAGE>
SCHEDULE A
PURCHASE [AND SALE] OF SHARES OF COMMON STOCK
SINCE FILING OF SCHEDULE 13D
<TABLE>
<CAPTION>
DATE PURCHASE NUMBER OF SHARES PRICE PER SHARE VALUE
OR SALE
- --------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
12/03/97 P 20,000 $ 11.375 $ 227,503.00
- ------------------------------------------------------------------------------------------------
12/04/97 P 10,000 11.50 115,003.00
- ------------------------------------------------------------------------------------------------
12/05/97 P 10,000 11.50 115,003.00
- ------------------------------------------------------------------------------------------------
12/09/97 P 122,500 11.39413 1,397,787.25
- ------------------------------------------------------------------------------------------------
12/10/97 P 25,000 11.4375 285,943.50
- ------------------------------------------------------------------------------------------------
12/15/97 P 20,000 10.53125 210,628.00
- ------------------------------------------------------------------------------------------------
12/17/97 P 10,000 10.625 106,253.00
- ------------------------------------------------------------------------------------------------
12/19/97 P 25,000 10.65 266,253.00
- --------------------------------------------------------------------------------------------------
12/22/97 P 5,000 10.75 53,753.00
- ------------------------------------------------------------------------------------------------
12/23/97 P 5,000 10.75 53,753.00
- ------------------------------------------------------------------------------------------------
12/29/97 P 20,000 10.67188 213,440.50
- ------------------------------------------------------------------------------------------------
12/30/97 P 5,000 10.625 53,128.00
- ------------------------------------------------------------------------------------------------
12/31/97 P 30,000 11.64583 349,378.00
- ------------------------------------------------------------------------------------------------
01/02/98 P 10,000 11.9375 119,378.00
- ------------------------------------------------------------------------------------------------
01/05/98 P 5,000 11.8125 59,065.50
- ------------------------------------------------------------------------------------------------
01/06/98 P 240,000 11.52083 2,787,003.00
- ------------------------------------------------------------------------------------------------
01/07/98 P 5,000 11.9375 59,650.50
- ------------------------------------------------------------------------------------------------
01/08/98 P 5,000 11.875 59,378.00
- ------------------------------------------------------------------------------------------------
01/09/98 P 15,000 11.875 178,128.00
- ------------------------------------------------------------------------------------------------
01/12/98 P 15,000 11.7083 176,128.00
- ------------------------------------------------------------------------------------------------
01/13/98 P 10,000 11.75 117,503.00
- ------------------------------------------------------------------------------------------------
01/14/98 P 35,000 11.8125 414,440.50
- ------------------------------------------------------------------------------------------------
01/15/98 P 10,000 11.625 116,253.00
- ------------------------------------------------------------------------------------------------
01/16/98 P 5,000 11.9375 59,690.50
- ------------------------------------------------------------------------------------------------
01/20/98 P 52,000 11.9198 631,758.00
- ------------------------------------------------------------------------------------------------
01/21/98 P 11,000 11.75 129,800.00
- --------------------------------------------------------------------------------------------------
</TABLE>
Page 6 of 6 Pages
<PAGE>
EXHIBIT 1
ADDITIONAL TERM LOAN NOTE
NOTE NO. 1
$902,503.00 December 2, 1997
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of NINE HUNDRED TWO THOUSAND FIVE HUNDRED THREE
------
AND NO/100 DOLLARS ($902,503.00), or the outstanding principal amount of the
Additional Term Loans made to the Borrower by the Lender pursuant to the Loan
Agreement referred to below, which principal sum shall be payable (i) in
installments on the due dates and in the amounts set forth in the Loan Agreement
or (ii) on any earlier date on which all amounts outstanding under this
Additional Term Loan. Note (this "Note") have become due and payable pursuant
to the provisions of Section 9.02 of the Loan Agreement. The Borrower likewise
promises to pay interest on the outstanding principal balance of the Additional
Term Loans made by the Lender to the Borrower, at such interest rates, payable
at such times, and computed in such manner, as are specified in the Loan
Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning, The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fee, arising in connection with the enforcement
by the Lender of any of its rights or remedies under this Note or the Loan
Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
2
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
------------------------------------------
Frederick J. Erickson
Vice President of Finance
3
<PAGE>
EXHIBIT 2
ADDITIONAL TERM LOAN NOTE
NOTE NO. 2
$457,509.00 Date: December 10, 1997
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of FOUR HUNDRED FIFTY SEVEN THOUSAND FIVE
---------
HUNDRED NINE AND NO/100 DOLLARS ($457,509.00), or the outstanding principal
amount of the Additional Term Loans made to the Borrower by the Lender pursuant
to the Loan Agreement referred to below, which principal sum shall be payable
(i) in installments on the due dates and in the amounts set forth in the Loan
Agreement or (ii) on any earlier date on which all amounts outstanding under
this Additional Term Loan Note (this "Note") have become due and payable
----
pursuant to the provisions of Section 9.02 of the Loan Agreement. The Borrower
likewise promises to pay interest on the outstanding principal balance of the
Additional Term Loans made by the Lender to the Borrower, at such interest
rates, payable at such times, and computed in such manner, as are specified in
the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice In
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seat.
(Remainder of page intentionally left blank.)
2
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
-------------------------------------------
Frederick J. Erickson
Vice President of Finance
3
<PAGE>
EXHIBIT 3
ADDITIONAL TERM LOAN NOTE
NOTE NO. 3
$1,197,631.00 Date: December 12, 1997
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of ONE MILLION, ONE HUNDRED NINETY SEVEN
THOUSAND SIX HUNDRED THIRTY ONE AND NO/100 DOLLARS ($1,197,631.00), or the
outstanding principal amount of the Additional Term Loans made to the Borrower
by the Lender pursuant to the Loan Agreement referred to below, which principal
sum shall be payable (i) In installments on the due dates and in the amounts set
forth in the Loan Agreement or (ii) on any earlier date on which all amounts
outstanding under this Additional Term Loan Note (this "Note") have become due
----
and payable pursuant to the provisions of Section 9.02 of the Loan Agreement.
The Borrower likewise promises to pay interest on the outstanding principal
balance of the Additional Term Loans made by the Lender to the Borrower, at such
interest rates, payable at such times, and computed in such manner, as are
specified in the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1 996, the Second Modification of Loan Agreement, dated
as of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof. In case an Event of Default shall occur and
be continuing, the principal and all accrued interest of this Note may
automatically become, or may be declared, immediately due and payable in the
<PAGE>
manner and with the effect provided in the Loan Agreement. The Borrower agrees
to pay, and save the Lender harmless against any liability for the payment of
all costs and expenses, including actual and reasonable attorneys' fees, arising
in connection with the enforcement by the Lender of any of its rights or
remedies under this Note or the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
-------------------------------------------
Frederick J. Erickson
Vice President of Finance
<PAGE>
EXHIBIT 4
ADDITIONAL TERM LOAN NOTE
NOTE NO. 4
$686,099.75 Date: December 15, 1997
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of SIX HUNDRED EIGHTY SIX THOUSAND NINETY NINE
AND 75/100 DOLLARS ($686,099.75), or the outstanding principal amount of the
Additional Term Loans made to the Borrower by the Lender pursuant to the Loan
Agreement referred to below, which principal sum shall be payable (i) in
installments on the due dates and in the amounts set forth in the Loan Agreement
or (ii) on any earlier date an which all amounts outstanding under this
Additional Term Loan Note (this "Note") have become due and payable pursuant to
----
the provisions of Section 9.02 of the Loan Agreement. The Borrower likewise
promises to pay interest on the outstanding principal balance of the Additional
Term Loans made by the Lender to the Borrower, at such interest rates, payable
at such times, and computed in such manner, as are specified in the Loan
Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof -
prior to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fees, arising in connection with the
enforcement by The Lender of any of its rights, or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
--------------------------------------------
Frederick J. Erickson
Vice President of Finance
<PAGE>
EXHIBIT 5
ADDITIONAL TERM LOAN NOTE
NOTE NO. 5
$583,184.00 Date: December 24, 1997
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of FIVE HUNDRED EIGHTY THREE THOUSAND ONE
------
HUNDRED EIGHTY FOUR AND 00/100 DOLLARS ($583,184.00) or the outstanding
principal amount of the Additional Term Loans made to the Borrower by the Lender
pursuant to the Loan Agreement referred to below, which principal sum shall be
payable (i) in instruments on the due dates and in the amounts set forth in the
Loan Agreement or (ii) on any earlier date on which all amounts outstanding
under this Additional Term Loan Note (this "Note") have become due and payable
----
pursuant to the provisions of Section 9.02 of the Loan Agreement, The Borrower
likewise promises to pay interest on the outstanding principal balance of the
Additional Term Loans made by the Lender to the Borrower, at such interest
rates, payable at such times, and computed in such manner, as are specified in
the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the affect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower had caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
--------------------------------------------
Frederick J. Erickson
Vice President of Finance
<PAGE>
EXHIBIT 6
ADDITIONAL TERM LOAN NOTE
NOTE NO. 6
$723,452.50 Date: January 6, 1998
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of SEVEN HUNDRED TWENTY THREE THOUSAND FOUR
HUNDRED FIFTY TWO AND 50/100 DOLLARS ($723,452.50), or the outstanding principal
amount of the Additional Term Loans made to the Borrower by the Lender pursuant
to the Loan Agreement referred to below, which principal sum shall be payable
(i) in installments on the due dates and in the amounts set forth in the Loan
Agreement or (ii) on any earlier date on which all amounts outstanding under
this Additional Term Loan Note (this "Note") have become due and payable
----
pursuant to the provisions of Section 9.02 of the Loan Agreement. The Borrower
likewise promises to pay interest on the outstanding principal balance of the
Additional Term Loans made by the Lender to the Borrower, at such interest
rates, payable at such times, and computed in such manner, as are specified in
the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of -Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
---------------------------------------------
Frederick J. Erickson
Vice President of Finance
<PAGE>
EXHIBIT 7
ADDITIONAL TERM LOAN NOTE
NOTE NO. 7
$2,965,446.50 DATE: JANUARY 9, 1998
------------
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of TWO MILLION NINE HUNDRED SIXTY FIVE THOUSAND
------ --------------------------------------------
FOUR HUNDRED FORTY SIX AND 50/100 DOLLARS ($2,965,446.50), or the outstanding
- --------------------------------------------------------
principal amount of the Additional Term Loans made to the Borrower by the Lender
pursuant to the Loan Agreement referred to below, which principal sum shall be
payable (i) in installments on the due dates and in the amounts set forth in the
Loan Agreement or (ii) on any earlier date on which all amounts outstanding
under this Additional Term Loan Note (this "Note") have become due and payable
----
pursuant to the provisions of Section 9.02 of the Loan Agreement. The Borrower
likewise promises to pay interest an the outstanding principal balance of the
Additional Term Loans made by the Lender to the Borrower, at such interest
rates, payable at such times, and computed in such manner, as are specified in
the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined In the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender
harmless; against any liability for the payment of, all costs and expenses,
including actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
---------------------------------------------
Frederick J. Erickson
Vice President of Finance
<PAGE>
EXHIBIT 8
ADDITIONAL TERM LOAN NOTE
NOTE NO. 8
$881,327.50 DATE: JANUARY 16, 1998
----------
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of EIGHT HUNDRED EIGHTY ONE THOUSAND THREE
------ ---------------------------------------
HUNDRED TWENTY SEVEN AND 50/100 DOLLARS ($881,327.50), or the outstanding
- -----------------------------------------------------
principal amount of the Additional Term Loans made to the Borrower by the Lender
pursuant to the Loan Agreement referred to below, which principal sum shall be
payable (i) in installments on the due dates and in the amounts set forth in the
Loan Agreement or (ii) on any earlier date on which all amounts outstanding
under this Additional Term Loan Note (this "Note") have become due and payable
----
pursuant to the provisions of Section 9.02 of the Loan Agreement. The Borrower
likewise promises to pay interest on the outstanding principal balance of the
Additional Term Loans made by the Lender to the Borrower, at such interest
rates, payable at such times, and computed in such manner, as are specified in
the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof, and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment, demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized off i1cer as of the date first above
written.
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
---------------------------------------------
Frederick J. Erickson
Vice President of Finance
<PAGE>
EXHIBIT 9
ADDITIONAL TERM LOAN NOTE
NOTE NO. 9
$1,060,442.00 January 22, 1998
FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
--------
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of ONE MILLION SIXTY THOUSAND FOUR HUNDRED
------
FORTY TWO AND 00/100 DOLLARS ($1,060,442.00), or the outstanding principal
amount of the Additional Term Loans made to the Borrower by the Lender pursuant
to the Loan Agreement referred to below, which principal sum shall be payable
(i) in installments on the due dates and in the amounts set forth in the Loan
Agreement or (ii) on any earlier date on which all amounts outstanding under
this Additional Term Loan. Note (this "Note") have become due and payable
pursuant to the provisions of Section 9.02 of the Loan Agreement. The Borrower
likewise promises to pay interest on the outstanding principal balance of the
Additional Term Loans made by the Lender to the Borrower, at such interest
rates, payable at such times, and computed in such manner, as are specified in
the Loan Agreement in strict accordance with the terms thereof.
This Note is issued pursuant to, and is one of the Additional Term Loan
Notes referred to in the Loan Agreement, dated as of March 29, 1995, between the
Borrower and the Lender, as amended by the First Modification of Loan Agreement
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement dated as of March
27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997,
the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the
Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same
may be further amended or supplemented from time to time, the "Loan Agreement"),
--------------
and the Lender is and shall be entitled to all benefits thereof and of all the
other Credit Documents executed and delivered to the Lender in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning, The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain Events of
Default, provisions relating to prepayments on account of principal hereof prior
to the maturity hereof and provisions for post-default interest rates.
The Borrower agrees to make payments of principal and interest hereon on
the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.
<PAGE>
In case an Event of Default shall occur and be continuing, the principal
and all accrued interest of this Note may automatically become, or may be
declared, immediately due and payable in the manner and with the effect provided
in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless
against any liability for the payment of, all costs and expenses, including
actual and reasonable attorneys' fee, arising in connection with the enforcement
by the Lender of any of its rights or remedies under this Note or the Loan
Agreement.
This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).
The Borrower expressly waives any presentment demand, protest or notice in
connection with this Note, whether now or hereafter required by applicable law.
This Note is intended to be an instrument under seal.
(Remainder of page intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written
BULL RUN CORPORATION
(CORPORATE SEAL)
By: /s/ Frederick J. Erickson
------------------------------------------
Frederick J. Erickson
Vice President of Finance
