EXHIBIT 10.9


                                 $10,000,000.00

                      Amended and Restated Credit Agreement

                                   dated as of

                                February 20, 1998

                                     between

                         Datasouth Computer Corporation

                                       and

                               Wachovia Bank, N.A.



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                                TABLE OF CONTENTS


                          [Not a part of the Agreement]



ARTICLE I.  DEFINITIONS........................................................1
SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Accounting Terms and Determinations.............................9
SECTION 1.03.  References.....................................................10

ARTICLE II. THE CREDITS.......................................................10
SECTION 2.01.  Commitment to Lend.............................................10
SECTION 2.02   Method of Borrowing............................................10
SECTION 2.03.  Notes..........................................................11
SECTION 2.04.  Maturity of Advances...........................................11
SECTION 2.05.  Interest Rates.................................................12
SECTION 2.06.  Commitment Fee.................................................13
SECTION 2.07.  Optional Termination or Reduction of Facility B Commitment.....14
SECTION 2.08.  Mandatory Reduction and Termination of Commitments.............14
SECTION 2.09.  Optional Prepayments...........................................14
SECTION 2.10.  Mandatory Prepayments..........................................14
SECTION 2.11.  General Provisions Concerning Payments.........................14
SECTION 2.12.  Computation of Interest and Fees...............................15

ARTICLE III.  CHANGE IN CIRCUMSTANCES; COMPENSATION...........................15
SECTION 3.01.  Basis for Determining Interest Rate Inadequate or Unfair.......15
SECTION 3.02.  Illegality.....................................................15
SECTION 3.03.  Increased Cost and Reduced Return..............................16
SECTION 3.04.  Base Rate Loans Substituted for Affected Euro-Dollar Loans.....16
SECTION 3.05.  Compensation...................................................17

ARTICLE IV. CONDITIONS TO BORROWINGS..........................................17
SECTION 4.01.  Conditions to First Borrowing..................................17
SECTION 4.02.  Conditions to All Borrowings...................................18

ARTICLE V.  REPRESENTATIONS AND WARRANTIES....................................18
SECTION 5.01.  Corporate Existence and Power..................................18
SECTION 5.02.  Corporate and Governmental Authorization; Contravention........19
SECTION 5.03.  Binding Effect.................................................19
SECTION 5.04.  Financial Information..........................................19
SECTION 5.05.  Litigation.....................................................19
SECTION 5.06.  Compliance with ERISA..........................................19
SECTION 5.07.  Taxes..........................................................19
SECTION 5.08.  Subsidiaries...................................................20
SECTION 5.09.  Not an Investment Company......................................20
SECTION 5.10.  Ownership of Property; Liens...................................20
SECTION 5.11.  No Default.....................................................20
SECTION 5.12.  Full Disclosure................................................20
SECTION 5.13.  Environmental  Matters.........................................20
SECTION 5.14.  Compliance with Laws.  ........................................21

ARTICLE VI.  COVENANTS........................................................21
SECTION 6.01.  Information....................................................21
SECTION 6.02.  Inspection of Property, Books and Records......................22
SECTION 6.03.  Ratio of Consolidated Funded Debt to EBITDA.  .................22
SECTION 6.04.  Minimum Stockholders' Equity...................................22


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SECTION 6.05.  Fixed Charges Coverage.........................................22
SECTION 6.06.  Investments.  .................................................23
SECTION 6.07.  Negative Pledge.  .............................................23
SECTION 6.08.  Maintenance of Existence.  ....................................23
SECTION 6.09.  Dissolution.  .................................................23
SECTION 6.10.  Consolidations, Mergers and Sales of Assets.  .................23
SECTION 6.11.  Use of Proceeds.  .............................................23
SECTION 6.12.  Compliance with Laws; Payment of Taxes.  ......................23
SECTION 6.13.  Insurance.  ...................................................24
SECTION 6.14.  Change in Fiscal Year.  .......................................24
SECTION 6.15.  Maintenance of Property.  .....................................24
SECTION 6.16.  Environmental Notices.  .......................................24
SECTION 6.17.  Environmental Matters.  .......................................24
SECTION 6.18.  Environmental Release.  .......................................24
SECTION 6.19.  Debt...........................................................24
SECTION 6.20.  Collateral Maintenance.........................................24
SECTION 6.21  Interest Rate Protection........................................25

ARTICLE VII.  DEFAULTS........................................................25
SECTION 7.01.  Events of Default..............................................25
SECTION 7.02.  Remedies on Default............................................27
SECTION 7.03.  Security.......................................................27

ARTICLE VIII.  MISCELLANEOUS..................................................27
SECTION 8.01.  Notices........................................................27
SECTION 8.02.  No Waivers.....................................................28
SECTION 8.03.  Expenses; Documentary Taxes....................................28
SECTION 8.04.  Amendments and Waivers.........................................28
SECTION 8.05.  Successors and Assigns.........................................28
SECTION 8.06.  Confidentiality................................................30
SECTION 8.07.  Interest Limitation............................................30
SECTION 8.08.  Governing Law..................................................30
SECTION 8.09.  Counterparts...................................................30
SECTION 8.10.  Consent to Jurisdiction........................................30
SECTION 8.11.  Severability...................................................30
SECTION 8.12.  Captions.......................................................30


EXHIBIT A      Form of Facility A Note
EXHIBIT B      Form of Facility B Note
EXHIBIT C      Form of Assignment and Acceptance
EXHIBIT D      Form of Opinion of Counsel


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<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS  AMENDED AND  RESTATED  CREDIT  AGREEMENT,  made as of the 20th day of
February,  1998,  by and  between  DATASOUTH  COMPUTER  CORPORATION,  a Delaware
corporation (together with its successors,  the "Borrower"),  and WACHOVIA BANK,
N.A., a national banking  association  (together with endorsees,  successors and
assigns, the "Bank").

                                   BACKGROUND

     The  Borrower  and the Bank  entered  into an Amended and  Restated  Credit
Agreement dated as of October 9, 1997 (the "1997 Credit Agreement")  pursuant to
which the Bank  agreed  to  provide  to the  Borrower  revolving  loans of up to
$5,500,000.00  from time to time outstanding as therein  provided.  The Borrower
and the Bank desire to amend and restate  the 1997  Credit  Agreement  in order,
among other things,  to decrease the maximum amount of revolving loans which may
at any time be  outstanding to  $5,000,000.00  and to provide for a term loan in
the  principal  amount of  $5,000,000.00,  subject  to the terms and  conditions
hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the premises and the promises herein
contained,  and each intending to be legally bound hereby,  the parties agree as
follows:

                             ARTICLE I. DEFINITIONS

     SECTION 1.01 Definitions.  The terms as defined in this Section 1.01 shall,
for all purposes of this  Agreement and any amendment  hereto  (except as herein
otherwise expressly provided or unless the context otherwise requires), have the
meanings  set forth  herein  (terms  defined  in the  singular  to have the same
meanings when used in the plural and vice versa):

     "Adjusted London Interbank  Offered Rate" applicable to any Interest Period
means a rate per annum  equal to the  quotient  obtained  (rounded  upwards,  if
necessary,  to the next  higher  1/100th of 1%) by dividing  (i) the  applicable
London  Interbank  Offered Rate for such Interest  Period by (ii) 1.00 minus the
Euro-Dollar Reserve Percentage.

     "Advance" means any advance by the Bank under the Commitments.

     "Affiliate"  of any Person means (i) any other Person  which  directly,  or
indirectly through one or more  intermediaries,  controls such Person,  (ii) any
other Person which directly,  or indirectly through one or more  intermediaries,
is controlled by or is under common control with such Person, or (iii) any other
Person of which such Person  owns,  directly or  indirectly,  20% or more of the
common stock or equivalent equity interests.  As used herein, the term "control"
means  possession,  directly or indirectly,  of the power to direct or cause the
direction  of the  management  or  policies  of a Person,  whether  through  the
ownership of voting securities, by contract or otherwise.

     "Agreement" means this Amended and Restated Credit Agreement, together with
all amendments and supplements hereto.

     "Applicable  Margin" means (x) for any Base Rate Loan, for any day a number
equal to zero percent (0.0%),  and (y) for any Euro-Dollar  Loan, the applicable
percentage determined in accordance with Section 2.05(c).

     "Assignee" has the meaning set forth in Section 8.05(c).

     "Assignment and Acceptance" means an Assignment and Acceptance  executed in
accordance with Section 8.05(c) in the form attached hereto as Exhibit C.


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<PAGE>


     "Authority" has the meaning set forth in Section 3.02.

     "Base  Rate"  means for any Base Rate Loan for any day,  the rate per annum
equal to the higher as of such day of (i) the Prime Rate,  and (ii)  one-half of
one  percent  above  the  Federal  Funds  Rate for such  day.  For  purposes  of
determining  the Base Rate for any day,  changes  in the Prime  Rate  and/or the
Federal Funds Rate shall be effective on the date of each such change.

     "Base  Rate Loan"  means an Advance  made or to be made as a Base Rate Loan
pursuant to the applicable Notice of Borrowing or Article III.

     "Borrowing"  shall  mean  a  borrowing  under  either  of  the  Commitments
consisting of an Advance by the Bank. A Borrowing is a  "Euro-Dollar  Borrowing"
if the Advance is made as a Euro-Dollar  Loan and a "Base Rate Borrowing" if the
Advance is made as a Base Rate Loan.

     "Bull Run" means Bull Run Corporation,  a Georgia  corporation of which the
Borrower is a Wholly Owned Subsidiary.

     "Capital  Stock" means any  nonredeemable  capital stock of the Borrower or
any  Consolidated  Subsidiary  of the Borrower (to the extent issued to a Person
other than the Borrower), whether common or preferred.

     "CERCLA" means the Comprehensive  Environmental  Response  Compensation and
Liability Act.

     "CERCLIS" means the Comprehensive  Environmental  Response Compensation and
Liability Inventory System established pursuant to CERCLA.

     "Change of Law" shall have the meaning set forth in Section 3.02.

     "Closing Date" means February 20, 1998.

     "Code"  means  the  Internal  Revenue  Code of  1986,  as  amended,  or any
successor Federal tax code.

     "Commitments"  means,  collectively,  the  Facility  A  Commitment  and the
Facility B Commitment.

     "Commitment Fee Payment Date" means the first day of each June,  September,
December and March,  commencing March 1, 1998;  provided that if any such day is
not a Domestic  Business  Day, the  Commitment  Fee Payment Date shall be on the
next succeeding Domestic Business Day.

     "Commitment  Fee Rate" has the meaning set forth in Section  2.06(b) and is
expressed as a percentage

     "Consolidated  Debt"  means at any date  the Debt of the  Borrower  and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.

     "Consolidated  Fixed  Charges"  for  any  period  means  the  sum  (without
duplication)  of  Consolidated  Interest  Expense for such period,  plus capital
lease  expense  for the  Borrower  and its  Consolidated  Subsidiaries  for such
period,  plus  operating  lease  expense for the Borrower  and its  Consolidated
Subsidiaries  for all leases which require  aggregate  lease payments during the
term of such lease of $2,500.00 or more,  plus scheduled  principal  payments on
Consolidated Debt for such period.

     "Consolidated  Funded  Debt"  means  Funded  Debt of the  Borrower  and its
Consolidated Subsidiaries in accordance with GAAP applied on a consistent basis.


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     "Consolidated  Interest  Expense"  for any period means  interest,  whether
expensed  or  capitalized,  in  respect  of Debt of the  Borrower  or any of its
Consolidated Subsidiaries outstanding during such period.

     "Consolidated  Operating  Profits"  means,  for any period,  the  Operating
Profits of the Borrower and its Consolidated Subsidiaries.

     "Consolidated  Subsidiary"  means  as to Bull Run or the  Borrower,  as the
context  hereof may require,  at any date,  any  Subsidiary  or other entity the
accounts of which, in accordance with GAAP, would be consolidated  with those of
Bull  Run  or  the  Borrower,  as  applicable,  in  its  consolidated  financial
statements as of such date.

     "Consolidated  Total Assets"  means,  at any time,  the total assets of the
Borrower and its Consolidated Subsidiaries,  determined on a consolidated basis,
as set forth or reflected on the most recent  consolidated  balance sheet of the
Borrower and its Consolidated Subsidiaries, prepared in accordance with GAAP.

     "Controlled  Group" means all members of a controlled group of corporations
and all trades or businesses  (whether or not incorporated) under common control
which,  together  with the  Borrower,  are  treated as a single  employer  under
Section 414 of the Code.

     "Debt"  of any  Person  means at any  date,  without  duplication,  (i) all
obligations  of such Person for borrowed  money,  (ii) all  obligations  of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services,  except  trade  accounts  payable  arising in the  ordinary  course of
business,  (iv) all  obligations of such Person as lessee under capital  leases,
(v) all  obligations  of such Person to  reimburse  any bank or other  Person in
respect of amounts  payable  under a banker's  acceptance,  (vi) all  Redeemable
Preferred  Stock of such  Person  (in the event such  Person is a  corporation),
(vii) all  obligations  of such Person to reimburse  any bank or other Person in
respect of amounts paid under a standby letter of credit or similar  instrument,
(viii) all Debt of others secured by a Lien on any asset of such Person, whether
or not such  Debt is  assumed  by such  Person,  and  (ix)  all  Debt of  others
Guaranteed  by such  Person;  provided,  however,  that the  amount of such Debt
shall,  in the case of clause  (viii),  be  deemed to be the  lesser of the fair
market  value of such asset or the amount of the Debt so secured,  and  provided
further that for purposes of any calculation of the Debt of the Borrower and its
Consolidated  Subsidiaries,  Debt of Bull Run shall be excluded  for purposes of
clauses (viii) and (ix) of this definition.

     "Default"  means  any  condition  or event  which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

     "Depreciation"  means  for  any  Person  for  any  period  the  sum  of all
depreciation  expenses  of  such  Person  for  such  period,  as  determined  in
accordance with GAAP.

     "Dollars" or "$" means  dollars in lawful  currency of the United States of
America.

     "Domestic  Business  Day" means any day except a Saturday,  Sunday or other
day on which commercial banks in Charlotte, North Carolina are authorized by law
to close.

     "EBITDA" means, without  duplication,  for any fiscal period, as applied to
the Borrower and its Consolidated Subsidiaries,  the sum of the amounts for such
fiscal period of: (i) Net Income (Loss),  (ii) Depreciation,  (iii) amortization
expense and non cash charges, less any non cash gains, (iv) all interest expense
determined  in  accordance  with GAAP during such period on Debt,  (v) all taxes
paid, accrued or deferred, during such period, all as determined and computed in
accordance with GAAP, and (vi) the Borrower's pretax gain (or loss) attributable
to shares of common stock of Gray Communications Systems, Inc.

     "Environmental  Authority"  means any  foreign,  federal,  state,  local or
regional


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government  that  exercises  any form of  jurisdiction  or  authority  under any
Environmental Requirement.

     "Environmental   Authorizations"  means  all  licenses,   permits,  orders,
approvals,  notices,  registrations or other legal  prerequisites for conducting
the business of the Borrower required by any Environmental Requirement.

     "Environmental Judgments and Orders" means all judgments, decrees or orders
arising  from or in any way  associated  with  any  Environmental  Requirements,
whether or not entered upon consent or written  agreements with an Environmental
Authority  or  other  entity  arising  from or in any way  associated  with  any
Environmental Requirement,  whether or not incorporated in a judgment, decree or
order.

     "Environmental   Liabilities"  means  any  liabilities,   whether  accrued,
contingent  or  otherwise,  arising  from  and in any way  associated  with  any
Environmental Requirements.

     "Environmental Notices" means notice from any Environmental Authority or by
any other  person or  entity,  of  possible  or alleged  noncompliance  with any
Environmental   Requirement,   including  without   limitation  any  complaints,
citations,  demands or requests  from any  Environmental  Authority  or from any
other person or entity for  correction  of any  violation  of any  Environmental
Requirement or any investigations  concerning any violation of any Environmental
Requirement.

     "Environmental   Proceedings"   means  any   judicial   or   administrative
proceedings  arising  from  or in any  way  associated  with  any  Environmental
Requirement.

     "Environmental  Releases"  means releases as defined in CERCLA or under any
applicable state or local environmental law or regulation.

     "Environmental  Requirements"  means  any  legal  requirement  relating  to
health, safety or the environment and applicable to the Borrower, any Subsidiary
of the  Borrower  or the  Properties,  including  but not  limited  to any  such
requirement under CERCLA or similar state legislation.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended  from  time to  time,  or any  successor  law,  including  any  rules or
regulations  promulgated  thereunder.  Any  reference to any  provision of ERISA
shall also be deemed to be a reference to any successor  provision or provisions
thereof.

     "Euro-Dollar  Business  Day"  means  any  Domestic  Business  Day on  which
dealings in Dollar deposits are carried out in the London interbank market.

     "Euro-Dollar  Loan" means an Advance  made or to be made  (pursuant  to the
applicable Notice of Borrowing) as a Euro-Dollar Loan.

     "Euro-Dollar   Reserve  Percentage"  means  for  any  day  that  percentage
(expressed  as a decimal)  which is in effect on such day, as  prescribed by the
Board  of  Governors  of the  Federal  Reserve  System  (or any  successor)  for
determining  the maximum  reserve  requirement  for a member bank of the Federal
Reserve System in respect of  "Eurocurrency  liabilities"  (or in respect of any
other category of liabilities  which includes deposits by reference to which the
interest rate on  Euro-Dollar  Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United  States office of
the Bank to United States residents). The Adjusted London Interbank Offered Rate
shall be adjusted automatically on and as of the effective date of any change in
the Euro-Dollar Reserve Percentage.

     "Event of Default" shall have the meaning  assigned to such term in Section
7.01.

     "Facility A  Commitment"  shall have the meaning  assigned to it in Section
2.01(a).


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     "Facility  A  Commitment  Reduction  Date"  shall mean the last day of each
March,  June,  September and December  commencing  March 31, 1998 and continuing
through the  Facility A Maturity  Date;  provided  that if any such day is not a
Domestic Business Day, the Facility A Commitment  Reduction Date shall be on the
next succeeding Domestic Business Day.

     "Facility A Maturity Date" shall mean December 31, 2002.

     "Facility A Note" shall mean a promissory  note of the Borrower  payable to
the order of the Bank, in substantially the form of Exhibit A hereto, evidencing
the  maximum  principal  indebtedness  of the  Borrower  to the Bank  under  the
Facility A Commitment,  either as originally  executed or as it may be from time
to time supplemented, modified, amended, renewed or extended.

     "Facility B  Commitment"  shall have the meaning  assigned to it in Section
2.01(b).

     "Facility  B  Commitment  Reduction  Date"  shall  mean  February  1, 1999,
provided  that if such  day is not a  Domestic  Business  Day,  the  Facility  B
Commitment Reduction Date shall be the next succeeding Domestic Business Day.

     "Facility B Note" shall mean a promissory  note of the Borrower  payable to
the order of the Bank, in substantially the form of Exhibit B hereto, evidencing
the  maximum  principal  indebtedness  of the  Borrower  to the Bank  under  the
Facility B Commitment,  either as originally  executed or as it may be from time
to time supplemented, modified, amended, renewed or extended.

     "Facility B  Termination  Date" shall mean  February 20, 2001 or such later
date as to which  the  Borrower  and the  Bank may  agree  pursuant  to  Section
2.04(b).

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

     "Fiscal Quarter" means any fiscal quarter of the Borrower.

     "Fiscal Year" means any fiscal year of the Borrower.

     "Fixed  Charges  Coverage  Ratio"  has the  meaning  set  forth in  Section
6.05(b).

     "Funded  Debt"  means  as of  the  end  of  each  Fiscal  Quarter,  without
duplication,  the  sum  of  Long-Term  Debt  (excluding  for  purposes  of  this
definition of Funded Debt any  indebtedness  of Bull Run  Corporation)  plus the
principal  portion  of all  obligations  of the  Borrower  and its  Consolidated
Subsidiaries  under capital leases plus current maturities of Long-Term Debt and
notes payable of the Borrower and its Consolidated Subsidiaries.

     "GAAP" means generally  accepted  accounting  principles applied on a basis
consistent  with those which, in accordance with Section 1.02, are to be used in
making the calculations for purposes of determining compliance with the terms of
this Agreement.

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly  guaranteeing any Debt or other obligation of
any other Person and,  without  limiting the  generality of the  foregoing,  any
obligation,  direct or indirect,  contingent or


                                       5
<PAGE>


otherwise,  of such Person (i) to secure,  purchase or pay (or advance or supply
funds for the  purchase  or payment of) such Debt or other  obligation  (whether
arising by virtue of  partnership  arrangements,  by agreement to keep-well,  to
purchase assets, goods,  securities or services, to provide collateral security,
to take-or-pay,  or to maintain financial statement  conditions or otherwise) or
(ii) entered into for the purpose of assuring in any other manner the obligee of
such Debt or other  obligation of the payment thereof or to protect such obligee
against loss in respect  thereof (in whole or in part),  provided  that the term
Guarantee  shall not  include  endorsements  for  collection  or  deposit in the
ordinary  course  of  business.  The  term  "Guarantee"  used  as a  verb  has a
corresponding meaning.

     "Hazardous Materials" includes,  without limitation, (a) solid or hazardous
waste, as defined in the Resource  Conservation  and Recovery Act of 1980, or in
any applicable state or local law or regulation,  (b) hazardous  substances,  as
defined in CERCLA,  or in any applicable  state or local law or regulation,  (c)
gasoline, or any other petroleum product or by-product, (d) toxic substances, as
defined in the Toxic Substances  Control Act of 1976, or in any applicable state
or local law or regulation or (e) insecticides,  fungicides, or rodenticides, as
defined in the Federal Insecticide,  Fungicide,  and Rodenticide Act of 1975, or
in any applicable state or local law or regulation, as each such Act, statute or
regulation may be amended from time to time.

     "Income  Available  for  Fixed  Charges"  for any  period  means  EBITDA as
determined with respect to the Borrower and its  Consolidated  Subsidiaries on a
consolidated  basis for such  period  and in  accordance  with GAAP and less the
aggregate  amount of capital  expenditures for the Borrower and its Consolidated
Subsidiaries for such period in accordance with GAAP.

     "Interest Period" means:  with respect to each Euro-Dollar  Borrowing under
the Facility A Commitment,  the period  commencing on the date of such Borrowing
and ending on the  numerically  corresponding  day in the third  calendar  month
thereafter,  and with  respect to  Euro-Dollar  Borrowings  under the Facility B
Commitment,  the period  commencing on the date of such  Borrowing and ending on
the numerically  corresponding day in the first, second, third or sixth calendar
month  thereafter,  as the  Borrower  may  elect  in the  applicable  Notice  of
Borrowing; provided that:

          (a) any  Interest  Period  (other than an Interest  Period  determined
     pursuant  to clause (c) or (d) below)  which would  otherwise  end on a day
     which is not a  Euro-Dollar  Business  Day  shall be  extended  to the next
     succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business Day
     falls in another  calendar  month, in which case such Interest Period shall
     end on the next preceding Euro-Dollar Business Day;

          (b) any Interest Period which begins on the last Euro-Dollar  Business
     Day of a  calendar  month  (or on a day for which  there is no  numerically
     corresponding  day in the  appropriate  subsequent  calendar  month) shall,
     subject to clauses (c) and (d) below, end on the last Euro-Dollar  Business
     Day of the appropriate subsequent calendar month;

          (c) any Interest Period which begins before the Facility B Termination
     Date and would  otherwise end after the Facility B  Termination  Date shall
     end on the Facility B Termination Date; and

          (d) any Interest  Period  which begins  before the Facility A Maturity
     Date and would  otherwise  end after the Facility A Maturity Date shall end
     on the Facility A Maturity Date.

     "Investment"  means  any  investment  in any  Person,  whether  by means of
purchase or acquisition  of  obligations  or securities of such Person,  capital
contribution  to such Person,  loan or advance to such Person,  making of a time
deposit with such Person,  Guarantee or  assumption  of any  obligation  of such
Person or otherwise.

     "Lending  Office" means the Bank's office  located at its address set forth
on the signature  pages hereof (or  identified on the signature  pages hereof as
its Lending Office) or such other office as the Bank may hereafter  designate as
its Lending Office by notice to the


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<PAGE>


Borrower.

     "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,  pledge,
charge,  security  interest or encumbrance of any kind in respect of such asset.
For the  purposes  of this  Agreement,  the  Borrower or any  Subsidiary  of the
Borrower  shall  be  deemed  to own  subject  to a Lien any  asset  which it has
acquired  or holds  subject  to the  interest  of a vendor or  lessor  under any
conditional  sale agreement,  capital lease or other title  retention  agreement
relating to such asset.

     "Loan   Access   Agreement"   means  the   Financial   Management   Account
Investment/Commercial  Loan Access Agreement dated February 20, 1998 between the
Borrower and the Bank, together with all amendments and supplements thereto.

     "Loan Documents" means this Agreement,  the Notes, the Security  Agreement,
the Pledge Agreement and any other document evidencing or securing the Advances.

     "London  Interbank  Offered Rate"  applicable to any Euro-Dollar Loan means
for the Interest Period of such  Euro-Dollar  Loan the rate per annum determined
on the basis of the rate for deposits in Dollars of amounts  equal or comparable
to the principal  amount of such  Euro-Dollar Loan offered for a term comparable
to such Interest  Period,  which rate appears on the display  designated as Page
A3750@ of the  Telerate  Service (or such other page as may replace page 3750 of
that  service  or such other  service or  services  as may be  nominated  by the
British  Bankers=  Association  for the purpose of displaying  London  interbank
offered rates for U.S. dollar deposits),  determined as of 1:00 p.m. (Charlotte,
North Carolina time), 2 Euro-Dollar Business Days prior to the first day of such
Interest Period.

     "Long-Term Debt" means at any date any Consolidated  Debt which matures (or
the  maturity  of which may at the option of the  Borrower  or any  Consolidated
Subsidiary be extended such that it matures) more than one year after such date,
excluding any Consolidated  Debt which is subordinated to Debt outstanding under
this Agreement.

     "Margin  Stock" means "margin stock" as defined in Regulations G, T, U or X
of the Board of Governors of the Federal Reserve System,  as in effect from time
to  time,  together  with  all  official  rulings  and  interpretations   issued
thereunder.

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

     "Net Income  (Loss)"  means,  as applied to any Person for any period,  net
income or loss of such Person as determined in accordance with GAAP.

     "Notes" means collectively the Facility A Note and the Facility B Note.

     "Notice of  Borrowing"  shall have the  meaning  assigned  to it in Section
2.02.

     "Obligations"  means all  indebtedness,  obligations and liabilities to the
Bank  existing on the date of this  Agreement or arising  thereafter,  direct or
indirect,  joint or  several,  absolute  or  contingent,  matured or  unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or  otherwise,  of the  Borrower  under this  Agreement or any other Loan
Document.

     "Operating  Profits"  means,  as applied to any Person for any period,  the
operating  income of such Person for such period,  as  determined  in accordance
with GAAP.

     "Participant" has the meaning set forth in Section 8.05(b).

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  or any  entity
succeeding to any or all of its functions under ERISA.


                                       7
<PAGE>


     "Permitted Encumbrances" means:

          (a) Liens existing on the date of this Agreement;

          (b) any Lien  existing  on any  asset of any  Person  at the time such
     Person becomes a Consolidated Subsidiary of the Borrower and not created in
     contemplation of such event;

          (c) any Lien on any asset  securing  Debt  incurred or assumed for the
     purpose  of  financing  all or  any  part  of  the  cost  of  acquiring  or
     constructing  such asset,  provided  that such Lien  attaches to such asset
     concurrently  with or within 18 months after the  acquisition or completion
     of construction thereof;

          (d) any Lien on any  asset of any  Person  existing  at the time  such
     Person  is  merged  or  consolidated   with  or  into  the  Borrower  or  a
     Consolidated Subsidiary of the Borrower and not created in contemplation of
     such event;

          (e) any Lien existing on any asset prior to the acquisition thereof by
     the Borrower or a  Consolidated  Subsidiary of the Borrower and not created
     in contemplation of such acquisition;

          (f) Liens securing Debt owing by any Subsidiary of the Borrower to the
     Borrower;

          (g) any Lien  arising out of the  refinancing,  extension,  renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this Section,  provided that (i) such Debt is not secured by any
     additional  assets,  and (ii) the  amount of such Debt  secured by any such
     Lien is not increased;

          (h) Liens  incidental  to the conduct of its business or the ownership
     of its assets which (i) do not secure Debt and (ii) do not in the aggregate
     materially  detract from the value of its assets or  materially  impair the
     use thereof in the operation of its business;

          (i) any Lien on Margin Stock; and

          (j) Liens in favor of the Bank.

     "Person"  means  any  individual,  joint  venture,  corporation,   company,
voluntary  association,   partnership,   trust,  joint  stock  company,  limited
liability company, unincorporated organization,  association, government, or any
agency, instrumentality,  or political subdivision thereof, or any other form of
entity or organization.

     "Plan" means at any time an employee  pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum  funding  standards under Section
412 of the Code and is either (i) maintained by a member of the Controlled Group
for employees of any member of the Controlled Group or (ii) maintained  pursuant
to a collective  bargaining  agreement or any other arrangement under which more
than one employer  makes  contributions  and to which a member of the Controlled
Group is then making or  accruing an  obligation  to make  contributions  or has
within the preceding five plan years made contributions.

     "Pledge  Agreement"  means  the  Pledge  Agreement  of even  date  herewith
executed  by the  Borrower  for the  benefit  of the  Bank,  together  with  all
amendments  and  supplements  thereto,  covering  certain  capital stock of Gray
Communications Systems, Inc.

     "Prime  Rate"  refers  to  that  interest  rate so  denominated  and set by
Wachovia from time to time as an interest rate basis for  borrowings.  The Prime
Rate is but one of several interest rate bases used by Wachovia.  Wachovia lends
at interest  rates  above and below the Prime  Rate.  A change in the Prime Rate
shall be effective on the date of such change.


                                       8
<PAGE>


     "Properties"  means all real property  owned,  leased or otherwise  used or
occupied by the Borrower or any Subsidiary of the Borrower, wherever located.

     "Rate  Determination  Date" has the  meaning  given  such  term in  Section
2.05(c).

     "Redeemable Preferred Stock" of any Person means any preferred stock issued
by such Person which is at any time prior to the Facility A Maturity Date either
(i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or
(ii) redeemable at the option of the holder thereof.

     "Reportable  Event" has the meaning  given such term in Section  4043(b) of
Title V of ERISA.

     "Reported Net Income" means,  for any period,  the Net Income (Loss) of the
Borrower and its Consolidated Subsidiaries determined on a consolidated basis.

     "Security  Agreement"  means the General  Security  Agreement  of even date
herewith executed by the Borrower for the benefit of the Bank, together with all
amendments and supplements thereto.

     "Stockholders'  Equity" means, at any time, the shareholders' equity of the
Borrower  and its  Consolidated  Subsidiaries,  as set forth or reflected on the
most recent  consolidated  balance  sheet of the Borrower  and its  Consolidated
Subsidiaries  prepared in accordance  with GAAP,  but  excluding any  Redeemable
Preferred  Stock  of the  Borrower  or any  of  its  Consolidated  Subsidiaries.
Shareholders'  Equity would generally include, but not be limited to (i) the par
or stated value of all outstanding  Capital Stock,  (ii) capital surplus,  (iii)
retained earnings, and (iv) various deductions such as (A) purchases of treasury
stock,  (B)  receivables due from an employee stock ownership plan, (C) employee
stock  ownership  plan debt  guarantees,  and (D)  translation  adjustments  for
foreign currency transactions.

     "Subsidiary"  of a Person  means any  corporation  or other entity of which
securities or other ownership  interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly  owned by such Person.  Unless  otherwise
indicated,  all references herein to Subsidiaries  refer to Subsidiaries of Bull
Run or the Borrower as the context may require.

     "Third Parties" means all lessees, sublessees,  licenses and other users of
the  Properties,  excluding those users of the Properties in the ordinary course
of the Borrower's business and on a temporary basis.

     "Transferee" has the meaning set forth in Section 8.05(d).

     "Unused  Commitment"  means at any date an amount  equal to the  Facility B
Commitment less the aggregate  outstanding principal amount of the Advances made
pursuant to the Facility B Commitment.

     "Wachovia"  means  Wachovia  Bank,  N.A., a national  banking  association,
together with its successors.

     "Wholly Owned Subsidiary" means any Subsidiary all of the shares of capital
stock or  other  ownership  interests  of which  (except  directors'  qualifying
shares)  are at the  time  directly  or  indirectly  owned  by  Bull  Run or the
Borrower, as the context of this Agreement may require.

     SECTION  1.02.  Accounting  Terms  and  Determinations.   Unless  otherwise
specified  herein,  all terms of an  accounting  character  used herein shall be
interpreted,  all  accounting  determinations  hereunder  shall be made, and all
financial  statements  required to be delivered  hereunder  shall be prepared in
accordance  with  GAAP,  applied  on a  basis  consistent  (except  for  changes
concurred in by Bull Run's independent public  accountants) with the most recent


                                       9
<PAGE>


audited consolidating and consolidated  financial statements of Bull Run and its
Consolidated Subsidiaries delivered to the Bank.

     SECTION 1.03.  References.  Except as otherwise  expressly provided in this
Agreement:  the words "herein," "hereof," "hereunder" and other words of similar
import refer to this Agreement as a whole,  including the Schedule  hereto which
is a part hereof, and not to any particular Section, Article, paragraph or other
subdivision;  the  singular  includes  the plural and the  plural  includes  the
singular; "or" is not exclusive; the words "include," "includes" and "including"
are not limiting;  a reference to any agreement or other contract  includes past
and future permitted  supplements,  amendments,  modifications  and restatements
thereto or thereof;  a  reference  to an Article,  Section,  paragraph  or other
subdivision  is  a  reference  to  an  Article,  Section,   paragraph  or  other
subdivision of this Agreement;  a reference to any law includes any amendment or
modification to such law and any rules and regulations promulgated thereunder; a
reference to a Person includes its permitted  successors and assigns;  any right
may be  exercised  at any time and from time to time;  and,  except as otherwise
expressly  provided  therein,  all  obligations  under  any  agreement  or other
contract are  continuing  obligations  throughout  the term of such agreement or
contract.

                             ARTICLE II. THE CREDITS

     SECTION 2.01. Commitment to Lend.

     (a) The  Bank  agrees,  in  addition  to the  funds  to be  advanced  under
subsection (b) below and on the terms and  conditions set forth herein,  to make
Advances to the Borrower on the Closing Date in an  aggregate  principal  amount
equal to  $5,000,000.00  (as such  figure  may be  reduced  from time to time as
provided in this Agreement,  the "Facility A Commitment").  Funds advanced under
the  Facility  A  Commitment  may not be  reborrowed.  The  Bank  shall  have no
obligation to advance funds in excess of the amount of the Facility A Commitment
under this Section 2.01(a).

     (b) The  Bank  agrees,  in  addition  to the  funds  to be  advanced  under
subsection (a) above and on the terms and  conditions set forth herein,  to make
Advances to the  Borrower  from time to time before the  Facility B  Termination
Date; provided that,  immediately after each such Advance is made, the aggregate
principal  amount of  outstanding  Advances  (exclusive  of all Advances made in
respect of the Facility A Commitment)  shall not exceed  $5,000,000.00  (as such
figure may be  reduced  from time to time as  provided  in this  Agreement,  the
"Facility B Commitment").  Within the foregoing limits,  the Borrower may borrow
under this Section,  repay or, to the extent  permitted by Section 2.09,  prepay
Advances  and  reborrow  under this  Section at any time  before the  Facility B
Termination  Date.  The Bank shall have no obligation to advance funds in excess
of the amount of the Facility B Commitment.

     (c) Each Euro-Dollar  Borrowing under this Section shall be in an aggregate
principal amount of $100,000.00 or any larger multiple of $50,000.00.

     SECTION  2.02.  Method of Borrowing.  (a) The Borrower  shall give the Bank
notice (a "Notice of Borrowing") at least three Euro-Dollar Business Days before
each  Euro-Dollar  Borrowing and at least one Domestic  Business Day before each
Base Rate Borrowing, specifying:

          (i) the date of such Borrowing,  which shall be a Euro-Dollar Business
     Day for  Euro-Dollar  Borrowings  or a Domestic  Business Day for Base Rate
     Borrowings,

          (ii) the aggregate amount of such Borrowing, and

          (iii) the duration of the Interest Period applicable thereto,  subject
     to the provisions of the  definition of Interest  Period,  for  Euro-Dollar
     Borrowings;

     (b) A Notice of Borrowing, once given, shall be irrevocable. The Bank shall
be entitled


                                       10
<PAGE>


to rely on any telephonic Notice of Borrowing which it believes in good faith to
have been given by a duly  authorized  officer of the  Borrower and any Advances
made by the Bank based on such  telephonic  notice  shall,  when credited by the
Bank to the regular deposit account maintained by the Borrower with the Bank, be
an Advance  for all  purposes  hereunder.  Not later than 2:00 p.m.,  Charlotte,
North  Carolina  time, on the date  specified for the Borrowing in the Notice of
Borrowing,  the Bank shall credit, in immediately available funds, the amount of
such Borrowing to the regular  deposit  account  maintained by the Borrower with
the Bank.

     (c)  Notwithstanding  the foregoing  provisions  of this Section 2.02,  all
Advances  under  the  Facility  B  Commitment  shall  be  funded  by the Bank in
accordance with the Loan Access Agreement.

     (d) If the  Bank  makes  a new  Advance  hereunder  on a day on  which  the
Borrower is to repay all or any part of an outstanding  Advance,  the Bank shall
apply the proceeds of its new Advance to make such  repayment and only an amount
equal to the  difference  (if any)  between the amount  being  borrowed  and the
amount  being  repaid  shall be made  available  by the Bank to the  Borrower as
provided in subsection  (b) or (c) of this Section,  or remitted by the Borrower
to the Bank as provided in Section 2.11, as the case may be.

     (e)  Notwithstanding  anything to the contrary contained in this Agreement,
no  Euro-Dollar  Borrowing may be made if there shall have occurred a Default or
an Event of Default, which Default or Event of Default shall not have been cured
or waived.

     (f) If the Borrower is otherwise entitled under this Agreement to repay any
Advance  maturing at the end of an Interest Period  applicable  thereto with the
proceeds of a new Borrowing,  and the Borrower fails to repay such Advance using
its own moneys and fails to give a Notice of Borrowing in  connection  with such
new  Borrowing,  a new  Borrowing  shall be  deemed  to be made on the date such
Advance  matures in an amount  equal to the  principal  amount of the Advance so
maturing,  and the Advance  comprising  such new Borrowing  shall be a Base Rate
Loan.

     SECTION 2.03.  Notes. The Advances under the Facility A Commitment shall be
evidenced  by the  Facility  A Note  payable  to the  order  of the Bank for the
account  of its  Lending  Office in an amount  equal to the  original  principal
amount  of the  Facility  A  Commitment.  The  Advances  under  the  Facility  B
Commitment shall be evidenced by the Facility B Note payable to the order of the
Bank for the account of its Lending  Office in an amount  equal to the  original
principal amount of the Facility B Commitment.  The Bank shall record, and prior
to any  transfer of either  Note shall  endorse on the  schedule  forming a part
thereof appropriate notations to evidence, the date, amount and maturity of, and
effective  interest  rate for,  each  Advance made by it, the date and amount of
each payment of principal made by the Borrower with respect  thereto and whether
such Advance is a Base Rate Loan or a Euro-Dollar  Loan,  and such  recordations
and  endorsements  shall  constitute  rebuttable  presumptive  evidence  of  the
principal amount owing and unpaid on the Notes; provided that the failure of the
Bank to make any such recordation or endorsement shall not affect the obligation
of the  Borrower  hereunder or under the Notes.  The Bank is hereby  irrevocably
authorized  by the  Borrower so to endorse the Notes and to attach to and make a
part of either Note a continuation of any such schedule as and when required.

     SECTION  2.04.  Maturity  of  Advances.  (a) Each  Advance  included in any
Euro-Dollar  Borrowing shall mature,  and the principal  amount thereof shall be
due and  payable,  on the last day of the  Interest  Period  applicable  to such
Euro-Dollar  Borrowing.  Each Advance  included in any Base Rate Borrowing shall
finally  mature on the Facility A Maturity  Date or the  Facility B  Termination
Date, as applicable,  and the principal  amount thereof shall be due and payable
from  time to  time  as  herein  provided  or as  provided  in the  Loan  Access
Agreement, if applicable to such Advance.

     (b) Upon written  request of Borrower,  which may be made from time to time
and which  shall be made in  writing  and  delivered  to the Bank on a  Domestic
Business Day no fewer than


                                       11
<PAGE>


60 days prior to the third and fourth  anniversary of the Closing Date, the Bank
in its sole and absolute  discretion  may (but shall not be obligated to) extend
the then effective Facility B Termination Date for a period of 1 year;  provided
that in no event shall the Facility B  Termination  Date be extended  later than
February 20,  2003.  In the event that the Bank chooses to extend the Facility B
Termination Date for such a 1 year period,  notice shall be given by the Bank to
the  Borrower  not more  than 45,  nor  fewer  than 30,  days  prior to the next
succeeding anniversary of the Closing Date.

     SECTION  2.05.  Interest  Rates.  (a) Each Advance made as a Base Rate Loan
shall bear interest on the outstanding  principal  amount thereof,  for each day
from the date such  Advance is made until it  becomes  due,  at a rate per annum
equal to the Base Rate for such day plus the Applicable Margin. Such interest on
Advances  under the  Facility B  Commitment  shall be payable as provided in the
Loan Access Agreement,  or if the Loan Access Agreement shall have terminated as
provided therein, monthly on the first Domestic Business Day of each month. Such
interest on Advances under the Facility A Commitment shall be payable monthly on
the first Domestic  Business Day of each month. Any overdue principal of and, to
the extent  permitted by applicable law, overdue interest on any Advance so made
as a Base Rate Loan shall bear interest,  payable on demand,  for each day until
paid  at a rate  per  annum  equal  to the  sum of 2% plus  the  rate  otherwise
applicable to such Advance, so made as a Base Rate Loan, for such day.

     (b) Each  Advance  made as a  Euro-Dollar  Loan shall bear  interest on the
outstanding  principal  amount  thereof,  for  the  Interest  Period  applicable
thereto,  at a rate per annum equal to the sum of the Applicable Margin plus the
applicable  Adjusted  London  Interbank  Offered Rate for such Interest  Period;
provided  that if any Advance made as a Euro-Dollar  Loan shall,  as a result of
clauses  (1)(c) or 1(d) of the definition of Interest  Period,  have an Interest
Period of less than one month,  such Advance so made as a Euro-Dollar Loan shall
bear  interest  during such Interest  Period at the rate  applicable to Advances
made as Base Rate Loans during such period.  Such interest on Advances under the
Facility B Commitment shall be payable as provided in the Loan Access Agreement,
or if the Loan Access Agreement shall have terminated as therein  provided,  for
each  Interest  Period on the last day  thereof and if such  Interest  Period is
longer than three  months,  at  intervals  of three  months  after the first day
thereof.  Such  interest on Advances  under the Facility A  Commitment  shall be
payable for each  Interest  Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of three months after the first
day  thereof.  Any overdue  principal  of and, to the extent  permitted  by law,
overdue interest on any Euro-Dollar Loan shall bear interest, payable on demand,
for each day  until  paid at a rate  per  annum  equal to the sum of 2% plus the
higher  of (x)  the  sum of the  Applicable  Margin  plus  the  Adjusted  London
Interbank Offered Rate applicable to such Euro-Dollar Loan or (y) the rate which
would be  applicable  for such day to such  Advance  if it had been made as Base
Rate Loan.

     (c) The Applicable Margin for any Euro-Dollar Loan for any day shall be the
rate per annum set  forth  below as  determined  to be  applicable  based on the
applicable ratio of Consolidated Funded Debt to EBITDA:

          (i) if the ratio of Consolidated Funded Debt to EBITDA is greater than
     or equal to 2.00 to 1.00, then the Applicable  Margin for Euro-Dollar Loans
     shall be 2.75% per annum;

          (ii) if the ratio of  Consolidated  Funded Debt to EBITDA is less than
     2.00 to 1.00 but greater than 1.00 to 1.00, then the Applicable  Margin for
     Euro-Dollar Loans shall be 2.50% per annum; and

          (iii) if the ratio of Consolidated  Funded Debt to EBITDA is less than
     or equal to 1.00 to 1.00, then the Applicable  Margin for Euro-Dollar Loans
     shall be 2.25% per annum.

     The  Applicable  Margin  for  Euro-Dollar  Loans  shall be  determined  and
adjusted  quarterly  on the date  (each a "Rate  Determination  Date")  five (5)
Domestic  Business  Days  after  the  date by which  the  annual  and  quarterly
compliance  certificates  and related  financial  statements and


                                       12
<PAGE>


information are required in accordance with the provisions of Sections  6.01(a),
(b) and (c), as appropriate; provided that (A) the initial Applicable Margin for
Euro-Dollar Loans shall be 2.75% and shall remain in effect until the first Rate
Determination  Date to occur  after the  Closing  Date,  and (B) in the event an
annual or quarterly compliance  certificate and related financial statements and
information  are not  delivered  timely  to the  Bank by the  date  required  by
Sections  6.01(a),  (b) and (c), as appropriate,  the Applicable Margin shall be
two and three  quarters  percent  (2.75%) until such time as such an appropriate
compliance  certificate  and related  financial  statements and  information are
delivered,  whereupon  the  Applicable  Margin  shall be  adjusted  based on the
information  contained  in such  compliance  certificate  and related  financial
statements and  information.  Each  Applicable  Margin shall be effective from a
Rate Determination  Date until the next such Rate Determination  Date, and shall
be effective as to existing Advances as well as new Advances made thereafter.

     (d)  Notwithstanding  anything  herein  to the  contrary,  if  one or  more
Facility A Commitment  Reduction Dates are scheduled to occur during an Interest
Period in which the Facility A Advances are Euro-Dollar  Loans other than on the
last day of such Interest Period,  then during such Interest Period a portion of
the  outstanding  balance  of the  Facility  A  Advances  which  is equal to the
aggregate amount of the principal payment due under the Facility A Commitment on
such Facility A Commitment  Reduction  Dates shall be Base Rate Loans,  and only
the remaining  portion of the  outstanding  principal of the Advances  under the
Facility A Commitment shall constitute Euro-Dollar Loans.

     SECTION 2.06.  Commitment Fee. (a) From and after the date hereof up to and
including the Facility B Termination  Date, the Borrower shall pay to the Bank a
commitment  fee at the  Commitment  Fee Rate, as  determined in accordance  with
Section 2.06(b)  (calculated  from the date hereof on the basis of a year of 360
days and payable  for the actual  number of days  elapsed) on the average  daily
balance of the Unused  Commitment  (the  "Commitment  Fee").  The Commitment Fee
shall be payable by the  Borrower  quarterly in arrears on each  Commitment  Fee
Payment Date and on the Facility B  Termination  Date,  provided that should the
Facility  B  Commitment  be  terminated  at any  time  prior to the  Facility  B
Termination  Date  (whether  by  termination  of the  Facility B  Commitment  as
provided  in Section  2.07 or  Section  2.08,  refinancing  of the  Advances  or
otherwise),  the entire  accrued and unpaid  Commitment Fee shall be paid on the
date of such termination.

     (b) The Commitment  Fee Rate for any day shall be the  percentage  rate per
annum set forth below as  determined to be  applicable  based on the  applicable
ratio of Consolidated Funded Debt to EBITDA:

          (i) if the ratio of Consolidated Funded Debt to EBITDA is greater than
     or equal to 2.00 to 1.00,  then the Commitment Fee Rate shall be 0.500% per
     annum;

          (ii) if the ratio of  Consolidated  Funded Debt to EBITDA is less than
     2.00 to 1.00 but greater than 1.00 to 1.00,  then the  Commitment  Fee Rate
     shall be 0.400% per annum; and

          (iii) if the ratio of Consolidated  Funded Debt to EBITDA is less than
     or equal to 1.00 to 1.00,  then the Commitment Fee Rate shall be 0.300% per
     annum.

     The Commitment Fee Rate shall be determined and adjusted  quarterly on each
Rate Determination Date; provided that (A) the initial Commitment Fee Rate shall
be 0.500% and shall remain in effect until the first Rate  Determination Date to
occur  after the  Closing  Date,  and (B) in the  event an  annual or  quarterly
compliance  certificate and related financial statements and information are not
delivered timely to the Bank by the date required by Sections  6.01(a),  (b) and
(c), as  appropriate,  the  Commitment Fee Rate shall be one-half of one percent
(0.500%)  until  such time as such an  appropriate  compliance  certificate  and
related  financial  statements  and  information  are  delivered,  whereupon the
Commitment Fee Rate shall be adjusted based on the information contained in such
compliance  certificate and related financial  statements and information.  Each
Commitment Fee Rate shall be effective from a Rate  Determination Date until the
next such Rate Determination Date.


                                       13
<PAGE>


     SECTION 2.07.  Optional  Termination or Reduction of Facility B Commitment.
The Borrower  may,  upon at least three  Domestic  Business  Days' notice to the
Bank,  terminate the Facility B Commitment at any time, or reduce the Facility B
Commitment  from  time  to time  by an  aggregate  minimum  amount  of at  least
$500,000.00 or an integral  multiple of $100,000.00  in excess  thereof.  If the
Facility B Commitment is so reduced,  such  reduction  shall be accounted for in
determining  the fees due under Section 2.06. If the Facility B Commitment is so
terminated  in its entirety,  all accrued fees (as provided  under Section 2.06)
shall  be  payable  on the  effective  date of such  termination.  A  notice  of
reduction or  termination  of the Facility B Commitment  hereunder,  once given,
shall not thereafter be revocable by the Borrower.

     SECTION 2.08. Mandatory Reduction and Termination of Commitments.

     (a) The  Facility A Commitment  shall  terminate  and the unpaid  principal
balance and all accrued and unpaid  interest on the  Facility A Note will be due
and  payable  upon the first of the  following  dates or  events  to occur:  (i)
acceleration  of the  maturity  of the  Facility A Note in  accordance  with the
remedies contained in Section 7.02; or (ii) the Facility A Maturity Date.

     (b) The  amount of the  Facility  A  Commitment  shall be  reduced  on each
Facility A Commitment Reduction Date by an amount equal to $250,000.00.

     (c) The  Facility B Commitment  shall  terminate  and the unpaid  principal
balance  and all  accrued  and unpaid  interest  on the  Facility B Note will be
payable  upon  the  first  of the  following  dates  or  events  to  occur:  (i)
acceleration  of the  maturity  of the  Facility B Note in  accordance  with the
remedies  contained in Section 7.02; or (ii) upon the expiration of the Facility
B Commitment on the Facility B Termination Date.

     (d) The  amount  of the  Facility  B  Commitment  shall be  reduced  on the
Facility B Commitment Reduction Date by an amount equal to $1,000,000.00.

     SECTION 2.09. Optional Prepayments. (a) The Borrower may, upon at least one
Domestic  Business  Days' notice to the Bank,  prepay any Base Rate Borrowing in
whole at any time, or from time to time in part, by paying the principal  amount
to be prepaid together with accrued interest thereon to the date of prepayment.

     (b) Except as provided in Section 3.05,  the Borrower may not prepay all or
any  portion  of the  principal  amount  of any  Euro-Dollar  Loan  prior to the
maturity thereof.

     (c) A notice of prepayment pursuant to this Section,  once given, shall not
thereafter be revocable by the Borrower.

     SECTION 2.10. Mandatory Prepayments.  On each date on which the Commitments
are reduced or terminated  pursuant to Section 2.07 and 2.08, the Borrower shall
repay or prepay  such  principal  amount  of the  outstanding  Advances,  if any
(together with interest accrued thereon), as may be necessary so that after such
payment the aggregate unpaid  principal amount of the outstanding  Advances does
not exceed the aggregate  amount of the respective  Commitments as then reduced.
Each such  mandatory  prepayment  shall be  applied  to reduce  the  Facility  A
Commitment or the Facility B Commitment,  as the case may be, on the  applicable
Facility A Commitment Reduction Date or the Facility B Commitment Reduction Date
or on the date on which either of the  Facility A  Commitment  or the Facility B
Commitment is terminated, as applicable.

     SECTION 2.11. General Provisions  Concerning Payments.  (a) All payments of
principal of, or interest on, the Notes,  and of the  Commitment  Fee,  shall be
made in Federal or other funds  immediately  available to the Bank at its office
in  Charlotte,  North  Carolina  not later than  11:00  a.m.,  Charlotte,  North
Carolina time. Funds received after 11:00 a.m. shall be deemed to have been paid
on the next following Domestic Business Day.

     (b)  Whenever  any payment of  principal  of, or interest on, the Base Rate
Loans or of the


                                       14
<PAGE>


Commitment Fees shall be due on a day which is not a Domestic  Business Day, the
date for  payment  thereof  shall be extended  to the next  succeeding  Domestic
Business  Day.  Whenever  any  payment  of  principal  of, or  interest  on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day,
the  date  for  payment  thereof  shall  be  extended  to  the  next  succeeding
Euro-Dollar  Business Day unless such Euro-Dollar  Business Day falls in another
calendar  month,  in which case the date for payment  thereof  shall be the next
preceding  Euro-Dollar Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for
such extended time.

     SECTION 2.12. Computation of Interest and Fees. Interest on Base Rate Loans
and  Euro-Dollar  Loans shall be computed on the basis of a year of 360 days and
paid for the actual  number of days  elapsed,  in the case of Base Rate Loans as
provided in the Loan Access  Agreement and in the case of Euro-Dollar  Loans, as
to each  Interest  Period  from and  including  the  first  day  thereof  to but
excluding the last day thereof.  Commitment  fees hereunder shall be computed on
the basis of a year of 360 days and paid for the actual  number of days  elapsed
(including the first day but excluding the last day).

               ARTICLE III. CHANGE IN CIRCUMSTANCES; COMPENSATION

     SECTION 3.01. Basis for Determining  Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period:

          (a) the Bank  determines  that deposits in Dollars (in the  applicable
     amounts)  are not being  offered in the relevant  market for such  Interest
     Period, or

          (b) the Bank determines that the Interbank  Offered Rate as determined
     by the Bank will not  adequately and fairly reflect the cost to the Bank of
     funding  Euro-Dollar  Loans  for  such  Interest  Period,

the Bank shall  forthwith give notice thereof to the Borrower,  whereupon  until
the Bank  notifies  the  Borrower  that the  circumstances  giving  rise to such
suspension  no longer  exist,  the  obligations  of the Bank to make or maintain
Euro-Dollar  Loans shall be suspended.  Unless the Borrower notifies the Bank at
least two  Domestic  Business  Days before the date of any  Borrowing  of or the
commencement of any Interest Period for Euro-Dollar  Loans for which a Notice of
Borrowing has  previously  been given that it elects not to borrow on such date,
such Borrowing shall instead be made as a Base Rate Borrowing.

     SECTION 3.02.  Illegality.  If, after the date hereof,  the adoption of any
applicable law, rule or regulation,  or any change therein, or any change in the
interpretation or administration thereof by any governmental authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof (any such authority,  bank or agency being referred to as an "Authority"
and any such event being referred to as a "Change of Law"), or compliance by the
Bank (or its  Lending  Office)  with any  request or  directive  (whether or not
having the force of law) of any  Authority  shall make it unlawful or impossible
for the Bank (or its Lending  Office) to make,  maintain or fund its Euro-Dollar
Loans  and the Bank  shall so  notify  the  Borrower,  whereupon  until the Bank
notifies the Borrower that the  circumstances  giving rise to such suspension no
longer  exist,  the  obligation of the Bank to make  Euro-Dollar  Loans shall be
suspended.  Before giving any notice pursuant to this paragraph,  the Bank shall
designate a different  Lending  Office if able to do so and if such  designation
will avoid the need for giving such notice and will not, in the  judgment of the
Bank, be otherwise disadvantageous to the Bank. If the Bank shall determine that
it may not  lawfully  continue  to  maintain  and  fund  any of its  outstanding
Euro-Dollar Loans to maturity and shall so specify in such notice,  the Borrower
shall immediately  prepay in full the then outstanding  principal amount of each
Euro-Dollar  Loan,  together with accrued interest  thereon.  Concurrently  with
prepaying each such Advance, the Borrower shall borrow an Advance as a Base Rate
Loan in an equal principal  amount from the Bank and the Bank shall make such an
Advance.


                                       15
<PAGE>


     SECTION  3.03.  Increased  Cost and Reduced  Return.  (a) If after the date
hereof,  a Change of Law or compliance by the Bank (or its Lending  Office) with
any  request  or  directive  (whether  or not  having  the  force of law) of any
Authority:

          (i) shall subject the Bank (or its Lending Office) to any tax, duty or
     other  charge  with  respect  to its  Euro-Dollar  Loans,  the Notes or its
     obligation to make or maintain Euro-Dollar Loans, or shall change the basis
     of  taxation  of  payments  to the  Bank  (or its  Lending  Office)  of the
     principal of or interest on its Euro-Dollar  Loans or any other amounts due
     under this Agreement in respect of its Euro-Dollar  Loans or its obligation
     to make or maintain  Euro-Dollar  Loans  (except for changes in the rate of
     tax on the overall net income of the Bank or its Lending  Office imposed by
     the jurisdiction in which the Bank's principal  executive office or Lending
     Office is located); or

          (ii) shall  impose,  modify or deem  applicable  any reserve,  special
     deposit or similar requirement  (including,  without  limitation,  any such
     requirement  imposed  by the  Board of  Governors  of the  Federal  Reserve
     System,  but  excluding  with  respect  to any  Euro-Dollar  Loan  any such
     requirement  included  in an  applicable  Euro-Dollar  Reserve  Percentage)
     against assets of,  deposits with or for the account of, or credit extended
     by, the Bank (or its Lending Office); or

          (iii) shall  impose on the Bank (or its Lending  Office) or the London
     interbank market any other condition  affecting its Euro-Dollar  Loans, its
     Notes or its obligation to make or maintain Euro-Dollar Loans;

and the result of any of the  foregoing  is to increase the cost to the Bank (or
its Lending Office) of making or maintaining any Euro-Dollar  Loan, or to reduce
the amount of any sum received or receivable by the Bank (or its Lending Office)
under this  Agreement  or under the Notes  with  respect  thereto,  by an amount
deemed by the Bank to be  material,  then,  within 15 days  after  demand by the
Bank,  the Borrower shall pay to the Bank such  additional  amount or amounts as
will compensate the Bank for such increased cost or reduction.

     (b) If the Bank  shall  have  determined  that  after the date  hereof  the
adoption of any applicable law, rule or regulation  regarding  capital adequacy,
or any change therein,  or any change in the  interpretation  or  administration
thereof,  or compliance by the Bank (or its Lending  Office) with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any  Authority,  has or would have the effect of reducing  the rate of return on
the Bank's capital as a consequence of its obligations under this Agreement with
respect to any Advance to a level below that which the Bank could have  achieved
but for such  adoption,  change or  compliance  (taking into  consideration  the
Bank's  policies  with respect to capital  adequacy) by an amount  deemed by the
Bank to be material,  then from time to time, within 15 days after demand by the
Bank,  the Borrower shall pay to the Bank such  additional  amount or amounts as
will compensate the Bank for such reduction.

     (c) The Bank will promptly notify the Borrower of any event of which it has
knowledge,  occurring  after the date  hereof,  which will  entitle  the Bank to
compensation  pursuant to this  Section and will  designate a different  Lending
Office if such  designation  will  avoid the need for,  or reduce the amount of,
such  compensation  and will not,  in the  judgment  of the Bank,  be  otherwise
disadvantageous  to the Bank. A certificate  of the Bank  claiming  compensation
under this Section and setting forth the additional amount or amounts to be paid
to it  hereunder  shall be  conclusive  in the  absence of  manifest  error.  In
determining  such  amount,  the  Bank  may  use  any  reasonable  averaging  and
attribution methods.

     (d) The provisions of this Section shall be applicable  with respect to any
Participant  in, or  Assignee or other  Transferee  of, the  obligations  of the
Borrower hereunder to the Bank, and any calculations required by such provisions
shall be made based upon the  circumstances  of such  Participant,  Assignee  or
other Transferee.

     SECTION 3.04. Base Rate Loans Substituted for Affected  Euro-Dollar  Loans.
If (i) the


                                       16
<PAGE>


obligation of the Bank to make or maintain  Euro-Dollar Loans has been suspended
pursuant  to  Section  3.01 or  Section  3.02,  or (ii) the  Bank  has  demanded
compensation under Section 3.03, and if in either case the Borrower, by at least
one Domestic Business Day's prior notice to the Bank shall have elected that the
provisions of this Section shall apply, then, unless and until the Bank notifies
the Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer apply:

          (a)  all  Advances  which  would  otherwise  be  made  by the  Bank as
     Euro-Dollar Loans shall be made instead as Base Rate Loans, and

          (b) after each of its Euro-Dollar Loans has been repaid,  all payments
     of principal  which would  otherwise  be applied to repay such  Euro-Dollar
     Loans shall be applied to repay its Base Rate Loans instead.

     SECTION 3.05. Compensation.  Upon the request of the Bank, delivered to the
Borrower,  the  Borrower  shall pay to the Bank such  amount or amounts as shall
compensate the Bank for any loss, cost or expense actually  incurred by the Bank
as a result of:

          (a) any  optional or  mandatory  payment or  prepayment  (pursuant  to
     Section 3.02 or otherwise)  of a Euro-Dollar  Loan on a date other than the
     last day of an Interest Period for such Euro-Dollar Loan; or

          (b) any failure by the  Borrower to prepay a  Euro-Dollar  Loan on the
     date for such prepayment  specified in the relevant notice of prepayment of
     or notice of reduction of either Commitment hereunder,  as the case may be;
     or

          (c) any failure by the Borrower to borrow an Advance as a  Euro-Dollar
     Loan on the date for the Borrowing  specified in the  applicable  Notice of
     Borrowing delivered pursuant to Section 2.02;

such compensation to include,  without  limitation,  but only to the extent such
loss,  cost or expense is actually  incurred by the Bank, an amount equal to the
excess,  if any, of (x) the amount of interest  which would have  accrued on the
amount so paid or prepaid or not  prepaid or  borrowed,  for the period from the
date of such payment,  prepayment or failure to prepay or borrow to the last day
of the then current  Interest Period for such  Euro-Dollar Loan (or, in the case
of a failure to prepay or borrow,  the Interest Period for such Euro-Dollar Loan
which would have  commenced  on the date of such failure to prepay or borrow) at
the applicable  rate of interest for such  Euro-Dollar  Loan provided for herein
over (y) the amount of interest (as reasonably  determined by the Bank) the Bank
would have paid on  deposits  in  Dollars of  comparable  amounts  having  terms
comparable  to  such  period  placed  with it by  leading  banks  in the  London
interbank market.

                      ARTICLE IV. CONDITIONS TO BORROWINGS

     SECTION 4.01. Conditions to First Borrowing.  The obligation of the Bank to
make an  Advance  on the  occasion  of the first  Borrowing  is  subject  to the
satisfaction  of the  conditions  set forth in  Section  4.02 and the  following
additional conditions:

          (a)  receipt  by  the  Bank  from  the  Borrower  of a  duly  executed
     counterpart of this Agreement signed by the Borrower;

          (b) receipt by the Bank of the duly executed Notes  complying with the
     provisions of Section 2.03;

          (c)  receipt  by the Bank of the  duly  executed  Security  Agreement,
     Pledge  Agreement  and related  financing  statements in form and substance
     satisfactory to the Bank;


                                       17
<PAGE>


          (d) receipt by the Bank of a certificate,  dated the date of the first
     Borrowing,  signed by a principal  financial officer of the Borrower to the
     effect that (i) no Default  hereunder has occurred and is continuing on the
     date of the first Borrowing and (ii) the  representations and warranties of
     the  Borrower  contained in Article V are true on and as of the date of the
     first Borrowing hereunder;

          (e) receipt by the Bank of all documents which the Bank may reasonably
     request relating to the existence of the Borrower,  the corporate authority
     for and the validity of this Agreement and the Notes, and any other matters
     relevant  hereto,  all in form  and  substance  satisfactory  to the  Bank,
     including  without  limitation a certificate of incumbency of the Borrower,
     signed  by  the  Secretary  or an  Assistant  Secretary  of  the  Borrower,
     certifying as to the names,  true  signatures and incumbency of the officer
     or  officers  of the  Borrower  authorized  to execute and deliver the Loan
     Documents,  and certified copies of the following items: (i) the Borrower's
     Certificate  of  Incorporation,   (ii)  the  Borrower's  Bylaws,   (iii)  a
     certificate of the Secretary of State (or other appropriate  office) of the
     jurisdiction of the Borrower's incorporation as to the good standing of the
     Borrower as a corporation of such  jurisdiction,  and (iv) the action taken
     by the  Board of  Directors  of the  Borrower  authorizing  the  Borrower's
     execution,  delivery and performance of this  Agreement,  the Notes and the
     other Loan Documents to which the Borrower is a party; and

          (f) receipt by the Bank of an opinion of counsel of Alston & Bird LLP,
     counsel for the  Borrower,  substantially  in the form of Exhibit D hereto,
     and  covering  such  additional   matters   relating  to  the  transactions
     contemplated hereby as the Bank may reasonably request.

     SECTION 4.02.  Conditions to All Borrowings.  The obligation of the Bank to
make an Advance on the occasion of each Borrowing is subject to the satisfaction
of the following conditions:

          (a) receipt by the Bank of Notice of  Borrowing if required by Section
     2.02;

          (b) the fact that, immediately after such Borrowing,  no Default shall
     have occurred and be continuing;

          (c) the fact that the  representations  and warranties of the Borrower
     contained  in  Article  V  shall  be  true  on and as of the  date  of such
     Borrowing; and

          (d) the fact that,  immediately  after such  Borrowing,  the aggregate
     outstanding   principal   amount  of  the  Advances  under  the  respective
     Commitments will not exceed the amount of the respective Commitments.

Each Borrowing  hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts  specified in clauses
(b), (c) and (d) of this  Section;  provided  that such  Borrowing  shall not be
deemed to be such a  representation  and  warranty  to the  effect  set forth in
Section  5.04(b) as to any material  adverse change which has  theretofore  been
disclosed  in writing by the Borrower to the Bank if the  aggregate  outstanding
principal  amount of the  Advances  immediately  after such  Borrowing  will not
exceed the aggregate outstanding principal amount of Advances immediately before
such Borrowing.

                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants that:

     SECTION 5.01.  Corporate Existence and Power. The Borrower is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation,  is duly qualified to transact  business in
every jurisdiction  where, by the nature of its business,  such qualification is
necessary,   and  has  all  corporate  powers  and  all  governmental  licenses,
authorizations,  consents and approvals required to carry on its business as now
conducted.


                                       18
<PAGE>


     SECTION 5.02. Corporate and Governmental Authorization;  Contravention. The
execution, delivery and performance by the Borrower of this Agreement, the Notes
and the other Loan  Documents (i) are within the  Borrower's  corporate  powers,
(ii) have been duly authorized by all necessary corporate action,  (iii) require
no action by or in respect of, or filing with, any governmental  body, agency or
official,  (iv) do not contravene,  or constitute a default under, any provision
of applicable  law or  regulation  or of the  certificate  of  incorporation  or
by-laws of the Borrower or of any agreement, judgment, injunction, order, decree
or other instrument  binding upon the Borrower or any of its  Subsidiaries,  and
(v) do not result in the creation or  imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries except for Permitted Encumbrances.

     SECTION  5.03.  Binding  Effect.  This  Agreement  constitutes  a valid and
binding agreement of the Borrower  enforceable in accordance with its terms, and
the  Notes  and the  other  Loan  Documents,  when  executed  and  delivered  in
accordance with this Agreement, will constitute valid and binding obligations of
the Borrower  enforceable in accordance with their  respective  terms,  provided
that the  enforceability  hereof and  thereof is subject in each case to general
principles of equity and to  bankruptcy,  insolvency  and similar laws affecting
the enforcement of creditors' rights generally.

     SECTION 5.04. Financial Information. (a) The consolidating and consolidated
balance sheet of Bull Run and its  Consolidated  Subsidiaries as of December 31,
1996 and the  related  consolidating  and  consolidated  statements  of  income,
shareholders' equity and cash flows for the Fiscal Year then ended,  reported on
(in the case of the consolidated  balance sheet and  consolidated  statements of
income,  shareholders'  equity and cash flows only) by Ernst & Young LLP, copies
of which have been  delivered to the Bank, and the unaudited  consolidating  and
consolidated financial statements of Bull Run and its Consolidated  Subsidiaries
for the interim  period  ended  September  30,  1997,  copies of which have been
delivered  to  the  Bank,   fairly   present,   in  conformity  with  GAAP,  the
consolidating  and  consolidated   financial   position  of  Bull  Run  and  its
Consolidated  Subsidiaries as of such dates and their  consolidating  results of
operations and cash flows for such periods stated.

     (b) Since  September 30, 1997 there has been no material  adverse change in
the business, financial position, results of operations or prospects of Bull Run
and its Consolidated Subsidiaries.

     SECTION  5.05.  Litigation.  Except as disclosed  on Schedule  5.05 hereto,
there is no action,  suit or  proceeding  pending,  or to the  knowledge  of the
Borrower threatened, against or affecting Bull Run, the Borrower or any of their
respective Subsidiaries before any court or arbitrator or any governmental body,
agency or  official  which  could  materially  adversely  affect  the  business,
consolidated  financial  position or consolidated  results of operations of Bull
Run, the Borrower and their respective  Consolidated  Subsidiaries,  or which in
any manner  draws into  question the validity of, or could impair the ability of
the Borrower to perform its obligations under, this Agreement,  the Notes or any
of the other Loan Documents.

     SECTION 5.06.  Compliance  with ERISA.  (a) The Borrower and each member of
the Controlled Group have fulfilled their  obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and are in  compliance
in all material respects with the presently  applicable  provisions of ERISA and
the Code,  and have not incurred any liability to the PBGC or a Plan under Title
IV of ERISA.

     (b) Neither the Borrower nor any member of the Controlled  Group is or ever
has been obligated to contribute to any Multiemployer Plan.

     SECTION  5.07.  Taxes.  There  have been  filed on behalf of Bull Run,  the
Borrower and their respective  Subsidiaries all Federal, state and local income,
excise,  property  and other tax returns  which are required to be filed by them
and all taxes  due  pursuant  to such  returns  or  pursuant  to any  assessment
received by or on behalf of Bull Run, the Borrower or any Subsidiary of Bull Run
or the  Borrower  have been paid  except for those which are in good faith


                                       19
<PAGE>


being  contested  by such  Person  and for  which  adequate  reserves  have been
provided in  accordance  with GAAP.  The  charges,  accruals and reserves on the
books of Bull Run, the Borrower and their respective  Subsidiaries in respect of
taxes or  other  governmental  charges  are,  in the  opinion  of the  Borrower,
adequate.  United  States income tax returns of Bull Run, the Borrower and their
respective  Subsidiaries  have been examined and closed  through the Fiscal Year
ended December 31, 1996.

     SECTION  5.08.   Subsidiaries.   Each  of  Bull  Run's  Subsidiaries  is  a
corporation duly organized, validly existing and in good standing under the laws
of its  jurisdiction  of  incorporation,  and has all  corporate  powers and all
governmental licenses, authorizations,  consents and approvals required to carry
on its business as now conducted except where the failure to have such licenses,
authorizations,  consents and approvals could not reasonably be expected to have
a material adverse effect on such Subsidiaries, taken as a whole.

     SECTION 5.09. Not an Investment Company. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     SECTION 5.10.  Ownership of Property;  Liens.  Each of the Borrower and its
Consolidated Subsidiaries has title to its properties sufficient for the conduct
of its  business,  and none of such  property  is subject to any Lien except for
Permitted Encumbrances.

     SECTION 5.11. No Default.  Neither the Borrower nor any of its Consolidated
Subsidiaries is in default under or with respect to any agreement, instrument or
undertaking  to which it is a party  or by  which it or any of its  property  is
bound which will be materially adverse to the business, operations,  property or
financial or other condition of the Borrower and its Consolidated  Subsidiaries,
or which will materially adversely affect the ability of the Borrower to perform
its  obligations  under the Loan  Documents.  No  Default  has  occurred  and is
continuing  (except  for the  Defaults  existing  on the date of this  Agreement
described in Section 7.01(f)).

     SECTION 5.12. Full Disclosure.  All information heretofore furnished by the
Borrower to the Bank for purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all such information hereafter furnished
by the  Borrower  to the Bank will be,  true,  accurate  and  complete  in every
material  respect or based on reasonable  estimates on the date as of which such
information  is stated or  certified.  The Borrower has disclosed to the Bank in
writing any and all facts which  materially  and adversely  affect or may affect
(to  the  extent  the  Borrower  can  now  reasonably  foresee),  the  business,
operations,  prospects or condition, financial or otherwise, of the Borrower and
its  Consolidated  Subsidiaries  or the  ability of the  Borrower to perform its
obligations under this Agreement.

     SECTION  5.13.  Environmental  Matters.  (a) Neither the  Borrower  nor any
Subsidiary of the Borrower is subject to any  Environmental  Liability  which is
likely to have a material  adverse effect on the business,  financial  position,
results of  operations  or prospects of the Borrower or any of its  Subsidiaries
and neither the Borrower nor any of its  Subsidiaries  has been  designated as a
potentially responsible party under CERCLA or under any state statute similar to
CERCLA.  None of the Properties  have been identified on any current or proposed
(i) National  Priorities List under 40 C.F.R. Sec. 300, (ii) CERCLIS list or
(iii) any list arising from a state statute similar to CERCLA.

     (b)  No  Hazardous  Materials  have  been  or  are  being  used,  produced,
manufactured,  processed, generated, stored, disposed of, managed at, or shipped
or transported to or from the Properties or are otherwise  present at, on, in or
under the  Properties,  or, to the best of the knowledge of the Borrower,  at or
from any adjacent  site or facility,  except for  Hazardous  Materials,  such as
cleaning solvents, pesticides and other materials used, produced,  manufactured,
processed, generated, stored, disposed of, and managed in the ordinary course of
business in compliance with all applicable Environmental Requirements.

     (c)  The   Borrower  and  each  of  its   Subsidiaries   has  procured  all
Environmental


                                       20
<PAGE>


Authorizations  necessary for the conduct of its business,  and is in compliance
with all  Environmental  Requirements  in  connection  with the operation of the
Properties  and the  Borrower's  and each of its  Subsidiary's  and  Affiliate's
respective  businesses except, in either case, where the failure to procure such
Environmental  Authorizations  or to be in  compliance  with such  Environmental
Requirements  could not reasonably be expected to have a material adverse effect
on the Borrower and its Subsidiaries, taken as a whole.

     SECTION 5.14. Compliance with Laws. The Borrower and each Subsidiary of the
Borrower is in compliance with all applicable laws,  except where any failure to
comply with any such laws could not,  alone or in the  aggregate,  be reasonably
expected to have a material adverse effect on the business,  financial position,
results of operations  or prospects of the Borrower or any of its  Subsidiaries,
taken as a whole.

                              ARTICLE VI. COVENANTS

     The  Borrower  agrees  that,  so  long  as the  Commitments  are in  effect
hereunder or any amount payable under this Agreement remains unpaid:

     SECTION  6.01.  Information.  The  Borrower  will  deliver  or  cause to be
delivered to the Bank:

          (a) as soon as available and in any event within 90 days after the end
     of each Fiscal Year, a consolidating and consolidated balance sheet of Bull
     Run and its Consolidated Subsidiaries as of the end of such Fiscal Year and
     the  related   consolidating   and   consolidated   statements  of  income,
     shareholders'  equity and cash flows for such Fiscal Year, setting forth in
     each case in comparative form the figures for the previous fiscal year, and
     in the case of the consolidated  balance sheet and consolidated  statements
     of income,  shareholders'  equity and cash flows certified by Ernst & Young
     LLP or  other  independent  public  accountants  of  nationally  recognized
     standing,   with  such   certification   to  be  free  of  exceptions   and
     qualifications not acceptable to Bank, and in the case of the consolidating
     balance sheet and the  consolidating  statements  of income,  shareholders'
     equity and cash flows certified by the chief financial officer or the chief
     accounting  officer  of  Bull  Run  or  the  Borrower  as  to  fairness  of
     presentation, GAAP and consistency.

          (b) as soon as available and in any event within 60 days after the end
     of each of the first three  quarters of each Fiscal Year,  a  consolidating
     and   consolidated   balance  sheet  of  Bull  Run  and  its   Consolidated
     Subsidiaries  as of the end of such  quarter and the related  consolidating
     and  consolidated  statement of income and statement of cash flows for such
     quarter  and for the  portion of the  Fiscal  Year ended at the end of such
     quarter,  all  certified  (subject to normal  year-end  adjustments)  as to
     fairness  of  presentation,  GAAP and  consistency  by the chief  financial
     officer or the chief accounting officer of Bull Run or the Borrower;

          (c)  simultaneously  with  the  delivery  of  each  set  of  financial
     statements  referred to in clauses (a) and (b) above,  a certificate of the
     chief financial officer or the chief accounting  officer of Bull Run or the
     Borrower (i) setting forth in reasonable  detail the calculations  required
     to establish  whether the Borrower was in compliance with the  requirements
     of Sections 6.03 through  6.07,  inclusive,  on the date of such  financial
     statements and (ii) stating  whether any Default exists on the date of such
     certificate  and, if any Default  then  exists,  setting  forth the details
     thereof  and the action  which the  Borrower  is taking or proposes to take
     with respect thereto;

          (d) within five  Domestic  Business  Days after the  Borrower  becomes
     aware  of the  occurrence  of  any  Default,  a  certificate  of the  chief
     financial  officer or the chief accounting  officer of the Borrower setting
     forth the details  thereof and the action  which the  Borrower is taking or
     proposes to take with respect thereto;

          (e) promptly upon the mailing thereof to the  shareholders of Bull Run
     or the Borrower generally, copies of all financial statements,  reports and
     proxy statements so mailed;


                                       21
<PAGE>


          (f)  promptly  upon the  filing  thereof,  copies of all  registration
     statements (other than the exhibits thereto and any registration statements
     on Form S-8 or its  equivalent)  and annual,  quarterly or monthly  reports
     which the  Borrower  or Bull Run shall have filed with the  Securities  and
     Exchange Commission;

          (g) if and when any  member  of the  Controlled  Group (i) gives or is
     required to give notice to the PBGC of any Reportable Event with respect to
     any Plan which  might  constitute  grounds for a  termination  of such Plan
     under Title IV of ERISA, or knows that the plan  administrator  of any Plan
     has given or is  required to give notice of any such  Reportable  Event,  a
     copy of the notice of such  Reportable  Event given or required to be given
     to the  PBGC;  (ii)  receives  notice of  complete  or  partial  withdrawal
     liability under Title IV of ERISA, a copy of such notice; or (iii) receives
     notice from the PBGC under Title IV of ERISA of an intent to  terminate  or
     appoint a trustee to administer any Plan, a copy of such notice; and

          (h)  from  time to time  such  additional  information  regarding  the
     financial  position  or  business  of Bull  Run,  the  Borrower  and  their
     respective Subsidiaries as the Bank may reasonably request.

     SECTION 6.02. Inspection of Property,  Books and Records. The Borrower will
keep, and will cause each of its  Subsidiaries  to keep,  proper books of record
and account in which  full,  true and correct  entries in  conformity  with GAAP
shall be made of all dealings and  transactions  in relation to its business and
activities;  and will permit, and will cause each of its Subsidiaries to permit,
representatives  of the Bank at the Bank's expense prior to the occurrence of an
Event of Default and at the Borrower's  expense after the occurrence of an Event
of Default to visit and inspect any of their respective  properties,  to examine
and make abstracts from any of their respective books and records and to discuss
their respective affairs,  finances and accounts with their respective officers,
employees and independent public  accountants.  The Borrower agrees to cooperate
and assist in such visits and inspections, in each case at such reasonable times
and as often as may reasonably be desired.

     SECTION 6.03.  Ratio of  Consolidated  Funded Debt to EBITDA.  The ratio of
Consolidated  Funded Debt to EBITDA  will not at any time  exceed the  following
limits:

          (a) from  December  31, 1998 through  December 31, 1999,  the ratio of
     Consolidated Funded Debt to EBITDA will not exceed 4.00 to 1.00;

          (b) from  January 1, 2000  through  December  31,  2000,  the ratio of
     Consolidated Funded Debt to EBITDA will not exceed 2.50 to 1.00; and

          (c) from January 1, 2001 until the Facility A Maturity Date, the ratio
     of Consolidated Funded Debt to EBITDA will not exceed 2.00 to 1.00.

     SECTION 6.04. Minimum Stockholders' Equity. Stockholders' Equity will at no
time be less than  $22,456,681.00 plus the sum of 50% of the cumulative Reported
Net Income of the Borrower and its Consolidated  Subsidiaries  during any period
after December 31, 1996 (taken as one accounting period),  calculated  quarterly
beginning  March 31,  1998 and  quarterly  thereafter  but  excluding  from such
calculations  any  quarter  in which  the Net  Income  of the  Borrower  and its
Consolidated Subsidiaries is negative.

     SECTION  6.05.  Fixed  Charges  Coverage.  (a) At the  end of  each  Fiscal
Quarter,  commencing with the Fiscal Quarter ending December 31, 1998, the Fixed
Charges Coverage Ratio, as determined in accordance with Section 6.05(b),  shall
not be less than the following limits:

          (i) from  December  31, 1998  through  December  31,  1999,  the Fixed
     Charges Coverage Ratio shall not be less than 1.00 to 1.00;

          (ii) from January 1, 2000 through December 31, 2000, the Fixed Charges
     Coverage


                                       22
<PAGE>


Ratio shall not be less than 2.00 to 1.00;

          (iii) from January 1, 2001 and thereafter,  the Fixed Charges Coverage
     Ratio shall not be less than 2.50 to 1.00.

     (b) The Fixed Charges Coverage Ratio shall be determined at the end of each
Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 1998, and
shall be the ratio of Income  Available  for Fixed Charges for the twelve months
then ended to Consolidated Fixed Charges for the twelve months then ended.

     SECTION 6.06.  Investments.  The Borrower shall not make Investments in any
Person except (a)  Investments  in (i) direct  obligations  of the United States
Government  maturing within one year,  (ii)  certificates of deposit issued by a
commercial bank whose credit is satisfactory to the Bank, (iii) commercial paper
rated A-1 or the equivalent  thereof by Standard & Poor's  Corporation or P-1 or
the equivalent  thereof by Moody's  Investors  Service,  Inc. and in either case
maturing within 6 months after the date of acquisition  and/or (iv) tender bonds
the payment of the  principal of and  interest on which is fully  supported by a
letter of credit issued by a United States bank whose long-term  certificates of
deposit  are rated at least AA or the  equivalent  thereof by  Standard & Poor's
Corporation and Aa or the equivalent thereof by Moody's Investors Service,  Inc.
and (b)  other  Investments  to the  extent  such  Investments  do not cause the
Borrower to be in violation of any other provision of this Agreement, including,
without limitation, Section 6.04.

     SECTION 6.07.  Negative  Pledge.  Neither the Borrower nor any Consolidated
Subsidiary  of the Borrower  will create,  assume or suffer to exist any Lien on
any  asset  now  owned  or  hereafter  acquired  by  it,  except  for  Permitted
Encumbrances.

     SECTION 6.08. Maintenance of Existence. The Borrower shall, and shall cause
each of its Subsidiaries  to, maintain its corporate  existence and carry on its
business in substantially  the same manner and in substantially  the same fields
as such business is now carried on and maintained.

     SECTION 6.09. Dissolution. Neither the Borrower nor any of its Subsidiaries
shall suffer or permit  dissolution or liquidation either in whole or in part or
redeem or retire any shares of its own stock or that of any of its Subsidiaries,
except through corporate reorganization to the extent permitted by Section 6.10.

     SECTION  6.10.  Consolidations,  Mergers and Sales of Assets.  The Borrower
will not, nor will it permit any of its  Subsidiaries  to,  consolidate or merge
with or into, or sell,  lease or otherwise  transfer all or any substantial part
of its assets to, any other  Person,  or  discontinue  or eliminate any business
line or segment, provided that

          (a) the Borrower may merge with another  Person if (i) such Person was
     organized  under the laws of the  United  States of  America  or one of its
     states,  (ii) the  Borrower is the  corporation  surviving  such merger and
     (iii) immediately after giving effect to such merger, no Default shall have
     occurred and be continuing, and

          (b) Subsidiaries of the Borrower may merge with one another.

     SECTION 6.11.  Use of Proceeds.  No portion of the proceeds of the Advances
will be used by the  Borrower  (i) in  connection  with any tender offer for, or
other  acquisition  of, stock of any corporation  with a view towards  obtaining
control of such other corporation, (ii) directly or indirectly, for the purpose,
whether immediate,  incidental or ultimate, of purchasing or carrying any Margin
Stock,  or  (iii)  for  any  purpose  in  violation  of  any  applicable  law or
regulation.

     SECTION 6.12.  Compliance with Laws;  Payment of Taxes.  The Borrower will,
and will cause each of its  Subsidiaries and each member of the Controlled Group
to,  comply  with


                                       23
<PAGE>


applicable  laws  (including but not limited to ERISA),  regulations and similar
requirements  of governmental  authorities  (including but not limited to PBGC),
except where the necessity of such  compliance is being  contested in good faith
through  appropriate  proceedings  or where  the  failure  to  comply  could not
reasonably be expected to have a material  adverse effect on the Borrower or any
of its Consolidated Subsidiaries.  The Borrower will, and will cause each of its
Subsidiaries  to, pay  promptly  when due all taxes,  assessments,  governmental
charges,  claims for  labor,  supplies,  rent and other  obligations  which,  if
unpaid,  might  become a lien against the property of the Borrower or any of its
Subsidiaries,  except  liabilities  being  contested  in good faith and  against
which, if requested by the Bank, the Borrower will set up reserves  satisfactory
to the Bank.

     SECTION 6.13. Insurance. The Borrower will maintain, and will cause each of
its  Subsidiaries  to  maintain  (either in the name of the  Borrower or in such
Subsidiary's  own  name),  with  financially   sound  and  reputable   insurance
companies, insurance on all its property in at least such amounts and against at
least such risks as are  usually  insured  against in the same  general  area by
companies of established repute engaged in the same or similar business.

     SECTION  6.14.  Change in Fiscal  Year.  The  Borrower  will not change its
Fiscal Year without the consent of the Bank.

     SECTION 6.15.  Maintenance of Property. The Borrower shall, and shall cause
each of its  Subsidiaries  to, maintain all of its properties and assets in good
condition, repair and working order, ordinary wear and tear excepted.

     SECTION 6.16. Environmental Notices. The Borrower shall furnish to the Bank
prompt written notice of all Environmental Liabilities,  pending,  threatened or
anticipated  Environmental  Proceedings,  Environmental  Notices,  Environmental
Judgments and Orders, and Environmental Releases at, on, in, under or in any way
affecting the Properties or any adjacent  property,  and all facts,  events,  or
conditions that could lead to any of the foregoing.

     SECTION 6.17.  Environmental  Matters.  The Borrower will not, and will not
permit any Third Party to, use, produce, manufacture,  process, generate, store,
dispose  of,  manage  at, or ship or  transport  to or from the  Properties  any
Hazardous  Materials except for Hazardous  Materials such as cleaning  solvents,
pesticides and other similar materials used, produced, manufactured,  processed,
generated,  stored,  disposed or managed in the  ordinary  course of business in
compliance with all applicable Environmental Requirements.

     SECTION  6.18.  Environmental  Release.  The Borrower  agrees that upon the
occurrence of an  Environmental  Release it will act  immediately to investigate
the  extent of,  and to take  appropriate  remedial  action to  eliminate,  such
Environmental Release,  whether or not ordered or otherwise directed to do so by
any Environmental Authority.

     SECTION 6.19.  Debt.  The Borrower will not, and will not permit any of its
Consolidated  Subsidiaries to, incur, borrow, assume or suffer to exist any Debt
other than Debt  outstanding  under this Agreement and other Debt outstanding on
the date of this Agreement and reflected in the financial statements  referenced
in Section  5.04 (but not  increases of any such other Debt  outstanding  on the
date of this Agreement).

     SECTION  6.20.  Collateral  Maintenance.  The  Obligations  are  secured by
personal  property  described in the Security  Agreement and certain  investment
securities  described  in the Pledge  Agreement.  The  Borrower  agrees that the
Borrower  will at all times  maintain  collateral in which the Bank shall have a
first  priority  perfected  security  interest  having  an  aggregate  value (as
determined  quarterly  based on the value  reflected for such  collateral in the
financial  statements furnished to the Bank pursuant to Section 6.01(a) and (b))
at  least  equal  to the  aggregate  amount  of the  Obligations  at the time of
determination;  provided that in determining the value of collateral  pledged to
the Bank to secure the  Obligations as provided in this Section,  the investment
securities  pledged  to the  Bank  pursuant  to the  Pledge  Agreement  shall be
excluded.


                                       24
<PAGE>


     SECTION 6.21 Interest Rate Protection.  The Borrower shall enter into on or
before  the  Closing  Date and  maintain  so long as any  Obligations  under the
Facility A Commitment remain  outstanding an interest rate protection  agreement
or other interest rate hedge or  arrangement in form and substance  satisfactory
to the  Bank  fixing  the  interest  rate  on  Advances  under  the  Facility  A
Commitment.   The  Bank  acknowledges   that  the  International   Swap  Dealers
Association  Master Agreement and related  documentation  dated January 15, 1998
executed by the Borrower and the Bank satisfy the  requirements  of this Section
so long as such documentation remains in effect.

                              ARTICLE VII. DEFAULTS

     SECTION 7.01.  Events of Default.  The occurrence of any one or more of the
following events shall constitute an Event of Default by the Borrower under this
Agreement:

          (a) the  Borrower  shall  fail to pay  when due any  principal  of any
     Advance  or shall  fail to pay any  interest  on any  Advance  within  five
     Domestic  Business Days after such interest shall become due, or shall fail
     to pay any fee or other  amount  payable  hereunder  within  five  Domestic
     Business Days after such fee or other amount becomes due; or

          (b) the  Borrower  shall  fail to  observe  or  perform  any  covenant
     contained in Sections 6.03 through 6.11, inclusive; or

          (c) the  Borrower  shall fail to observe or perform  any  covenant  or
     agreement  contained in this Agreement  (other than those covered by clause
     (a) or (b) above) for thirty days after the earlier of (i) the first day on
     which a responsible  officer of the Borrower has knowledge of such failure,
     or (ii) written  notice thereof has been given to the Borrower by the Bank;
     or

          (d) any representation,  warranty,  certification or statement made by
     the  Borrower in Article V or in any  certificate,  financial  statement or
     other document  delivered  pursuant to this  Agreement  shall prove to have
     been incorrect in any material respect when made (or deemed made); or

          (e) Bull Run shall  fail to make any  payment  in  respect of any Debt
     outstanding  in the  aggregate in excess of $500,000 when due or within any
     applicable  grace period or the Borrower or any  Subsidiary  of Bull Run or
     the  Borrower  shall  fail to make  any  payment  in  respect  of any  Debt
     outstanding  (other than the Notes) in the  aggregate in excess of $250,000
     when due or within any applicable grace period; or

          (f) (i) any  event or  condition  shall  occur  which  results  in the
     acceleration  of the  maturity  of  Debt  outstanding  of  Bull  Run in the
     aggregate  in  excess  of  $500,000  or of  Debt  of  the  Borrower  or any
     Subsidiary  of Bull Run or the  Borrower  in the  aggregate  in  excess  of
     $250,000  or the  purchase  of such  Debt in the  aggregate  in  excess  of
     $500,000 by Bull Run (or its  designees)  prior to the  scheduled  maturity
     thereof,  or the  purchase  of such  Debt in the  aggregate  in  excess  of
     $250,000 by the Borrower (or its  designee) or such  Subsidiary of Bull Run
     (or its  designee) or such  Subsidiary  of the  Borrower (or its  designee)
     prior to the  scheduled  maturity  thereof or (ii)  enables  (or,  with the
     giving of notice or lapse of time or both,  would  enable)  the  holders of
     such Debt or any Person  acting on such holders'  behalf to accelerate  the
     maturity  of Debt in the  aggregate  in excess of  $500,000  or require the
     purchase  thereof  by Bull Run (or its  designee)  prior  to the  scheduled
     maturity  thereof,  or enables  (or,  with the giving of notice or lapse of
     time or both,  would  enable) the holders of such Debt or any Person acting
     on such holders' behalf to accelerate the maturity of Debt in the aggregate
     in excess of $250,000 or require the  purchase  thereof by the Borrower (or
     its  designee)  or such  Subsidiary  of Bull Run (or its  designee) or such
     subsidiary  of the  Borrower  (or  its  designee)  prior  to the  scheduled
     maturity  thereof,  without  regard to whether such holders or other Person
     shall have  exercised  or waived their right to do so;  provided,  however,
     that if the  holder  of any  such  Debt  shall  have  waived  its  right to
     accelerate  the  maturity of such Debt or require the purchase of such Debt
     prior to its  scheduled  maturity and the Bank shall not have  declared the
     Notes to be due and payable  pursuant to Section 7.02, Bank shall be deemed
     to have  waived any Event of Default


                                       25
<PAGE>


     (and its right to  declare an Event of  Default)  arising by reason of this
     subsection (ii); and provided further that the defaults under the financing
     agreements  between Bull Run and NationsBank,  N.A. existing on the date of
     this  Agreement  resulting  from  violations of the leverage ratio and debt
     service coverage covenants shall not constitute Events of Default hereunder
     so long as (A)  NationsBank,  N.A. does not  accelerate the maturity of the
     Debt  outstanding  thereunder or exercise any other  remedies in connection
     therewith,  (B) such  defaults have been cured or waived on or before April
     20, 1998 and no other defaults under such financing  agreements  shall then
     be in  existence,  and (C) the Borrower  shall certify to the Bank no later
     than April 20, 1998 that the  conditions  specified  in clauses (A) and (B)
     above have been  satisfied  and furnish to the Bank no later than April 20,
     1998 copies of the  documents  executed by  NationsBank,  N.A. and Bull Run
     evidencing  the  waiver  and/or   modification  of  the  existing  covenant
     defaults.

          (g)  Bull  Run,  the  Borrower  or any  Subsidiary  of Bull Run or the
     Borrower  shall  commence  a  voluntary  case or other  proceeding  seeking
     liquidation,  reorganization  or other relief with respect to itself or its
     debts  under  any  bankruptcy,  insolvency  or  other  similar  law  now or
     hereafter  in effect or seeking  the  appointment  of a trustee,  receiver,
     liquidator,  custodian or other similar  official of it or any  substantial
     part of its  property,  or  shall  consent  to any  such  relief  or to the
     appointment of or taking  possession by any such official in an involuntary
     case or other  proceeding  commenced  against  it, or shall  make a general
     assignment for the benefit of creditors, or shall fail generally to pay its
     debts as they become due, or shall take any  corporate  action to authorize
     any of the foregoing; or

          (h) an involuntary case or other proceeding shall be commenced against
     Bull  Run,  the  Borrower  or any  Subsidiary  of Bull Run or the  Borrower
     seeking  liquidation,  reorganization or other relief with respect to it or
     its debts  under any  bankruptcy,  insolvency  or other  similar law now or
     hereafter  in effect or seeking  the  appointment  of a trustee,  receiver,
     liquidator,  custodian or other similar  official of it or any  substantial
     part of its property,  and such  involuntary case or other proceeding shall
     remain  undismissed  and unstayed for a period of 60 days;  or an order for
     relief shall be entered against Bull Run, the Borrower or any Subsidiary of
     Bull  Run or the  Borrower  under  the  federal  bankruptcy  laws as now or
     hereafter in effect; or

          (i) the Borrower or any member of the  Controlled  Group shall fail to
     pay when due any material  amount which it shall have become  liable to pay
     to the  PBGC or to a Plan  under  Title  IV of  ERISA;  or the  PBGC  shall
     institute  proceedings  under Title IV of ERISA to  terminate or to cause a
     trustee  to be  appointed  to  administer  any  such  Plan  or  Plans  or a
     proceeding  shall be instituted by a fiduciary of any such Plan or Plans to
     enforce  Section 515 or 4219(c)(5) of ERISA and such  proceeding  shall not
     have been dismissed within 60 days  thereafter;  or a condition shall exist
     by  reason  of  which  the  PBGC  would  be  entitled  to  obtain  a decree
     adjudicating that any such Plan or Plans must be terminated; or

          (j) one or more  judgments  or orders  for the  payment of money in an
     aggregate amount in excess of $250,000.00 (exclusive of any amounts covered
     by  insurance  as to which  the  insurance  carrier  is not  disputing  its
     obligations  with respect to such insurance)  shall be rendered against the
     Borrower or any Subsidiary of the Borrower and such judgment or order shall
     continue unsatisfied and unstayed for a period of 30 days; or

          (k) a federal  tax lien  shall be filed  against  the  Borrower  under
     Section  6323 of the Code or a lien of the PBGC shall be filed  against the
     Borrower  under  Section  4068 of ERISA and in either  case such lien shall
     remain undischarged for a period of 60 days after the date of filing; or

          (l) any Person or two or more  Persons  acting in  concert  shall have
     acquired  beneficial  ownership  (within  the  meaning of Rule 13d-3 of the
     Securities and Exchange  Commission  under the  Securities  Exchange Act of
     1934) of 20% or more of the outstanding  shares of the voting stock of Bull
     Run or the  Borrower;  or (ii) as of any date a  majority  of the  Board of
     Directors of Bull Run or the Borrower  consists of individuals who were not
     either (A)  directors of Bull Run or the  Borrower as of the  corresponding
     date of the previous year, (B) selected or nominated


                                       26
<PAGE>


     to become  directors  by the Board of Directors of Bull Run or the Borrower
     of which a majority  consisted of  individuals  described in clause (A), or
     (C) selected or nominated to become  directors by the Board of Directors of
     Bull Run or the  Borrower  of which a  majority  consisted  of  individuals
     described in clause (A) and individuals described in clause (B).

     SECTION  7.02.  Remedies on  Default.  Upon the  occurrence  of an Event of
Default,  the Bank may, by notice to the  Borrower,  terminate  the  Commitments
which shall thereupon terminate, and by notice to the Borrower declare the Notes
(together  with  accrued  interest  thereon)  to  be,  and  the  Notes  and  all
outstanding Advances shall thereupon become, immediately due and payable without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby waived by the Borrower;  provided that if any Event of Default  specified
in clause (g) or (h) above  occurs  with  respect to the  Borrower,  without any
notice to the  Borrower  or any other act by the  Bank,  the  Commitments  shall
thereupon  terminate and the Notes and all outstanding  Advances  (together with
accrued  interest  thereon)  and fees shall become  immediately  due and payable
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby waived by the Borrower.

     SECTION  7.03.  Security  Interest;  Offset.  In  addition  to,  and not in
limitation of, all rights of offset that the Bank or other holder of either Note
may have under  applicable  law, the Borrower  hereby grants to the Bank, and to
each  Participant,  Assignee or other  Transferee,  as security for the full and
punctual  payment  and  performance  of the  obligations  to pay to the Bank the
principal of and interest on the Advances  and other  amounts due  hereunder,  a
continuing lien on and security interest in all deposits and other sums credited
by or due from the Bank (or such  Participant,  Assignee or other Transferee) to
the Borrower or subject to  withdrawal by the  Borrower;  and  regardless of the
adequacy  of any  collateral  or  other  means  of  obtaining  repayment  of the
Obligations,  the Bank (and each such Assignee  and, to the extent  permitted by
applicable  law, each such  Participant and other  Transferee)  may, at any time
after the  occurrence of an Event of Default and without notice to the Borrower,
set off the whole or any  portion or portions  of any or all such  deposits  and
other sums against the amounts owing under this Agreement and the Notes, whether
or not any other Person or Persons could also withdraw money therefrom.

                           ARTICLE VIII. MISCELLANEOUS

     SECTION 8.01. Notices.  All notices,  requests and other  communications to
any party hereunder  shall be in writing  (including  facsimile  transmission or
similar writing) and shall be given to such party at its address set forth below
or such other  address as such party may  hereafter  specify  for the purpose by
notice to the other party:

     (a)  If to the Borrower:

     Datasouth Computer Corporation
     P. O. Box 240947
     Charlotte, North Carolina 28224
     Attention:  Frederick J. Erickson
     Fax number:  (704) 525-1301

     (b) If to the Bank:

     Wachovia Bank, N.A.
     P. O. Box 31608
     Charlotte, North Carolina 28231-6071
     Attention:  Christopher L. Fincher
     Fax number:  (704) 378-5035

Each such notice, request or other communication shall be effective (i) if given
by mail, 72 hours after such  communication is deposited in the mails with first
class  postage  prepaid,


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<PAGE>


addressed as aforesaid  or (ii) if given by any other means,  when  delivered at
the address  specified in this Section;  provided that notices to the Bank under
Article II or Article III shall not be effective until received.

     SECTION 8.02. No Waivers. No failure or delay by the Bank in exercising any
right, power or privilege hereunder or under the Notes shall operate as a waiver
thereof nor shall any single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

     SECTION 8.03.  Expenses;  Documentary Taxes. (a) The Borrower shall pay (i)
all  out-of-pocket  expenses of the Bank,  including fees and  disbursements  of
counsel for the Bank, in connection  with the  preparation of this Agreement and
the other  Loan  Documents,  any waiver or consent  hereunder  or any  amendment
hereof  or any  actual  or  alleged  Default  hereunder  and (ii) if an Event of
Default occurs, all out-of-pocket  expenses incurred by the Bank, including fees
and  disbursements  of  counsel,  in  connection  with such Event of Default and
collection and other  enforcement  proceedings  resulting  therefrom,  including
out-of-pocket  expenses  incurred in enforcing this Agreement and the other Loan
Documents.  The Borrower  shall  indemnify the Bank against any transfer  taxes,
documentary taxes, assessments or charges made by any Authority by reason of the
execution and delivery of this Agreement or the other Loan Documents.

     (b) The Borrower shall  indemnify the Bank and each  Affiliate  thereof and
their respective directors,  officers,  employees and agents from, and hold each
of them harmless against, any and all losses, liabilities,  claims or damages to
which any of them may  become  subject,  insofar  as such  losses,  liabilities,
claims or damages  arise out of or result from any actual or proposed use by the
Borrower of the  proceeds of any  extension  of credit by the Bank  hereunder or
breach by the  Borrower  of this  Agreement  or any other Loan  Document or from
investigation,  litigation (including,  without limitation, any actions taken by
the Bank to enforce this Agreement or any of the other Loan  Documents) or other
proceeding  (including,  without  limitation,  any threatened  investigation  or
proceeding)  relating to the  foregoing,  and the Borrower  shall  reimburse the
Bank,  and each  Affiliate  thereof and their  respective  directors,  officers,
employees  and  agents,  upon  demand  for  any  expenses  (including,   without
limitation,  legal fees) incurred in connection with any such  investigation  or
proceeding;  but  excluding  any such losses,  liabilities,  claims,  damages or
expenses incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified.

     SECTION 8.04. Amendments and Waivers. Any provision of this Agreement,  the
Notes or any other Loan Documents may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Bank.

     SECTION 8.05.  Successors and Assigns. (a) The provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns;  provided that the Borrower may not assign or
otherwise transfer any of its rights under this Agreement.

     (b)  The  Bank  may at  any  time  sell  to one or  more  Persons  (each  a
"Participant")   participating   interests  in  any  Advance,   the  Notes,  the
Commitments hereunder or any other interest of the Bank hereunder.  In the event
of any such sale by the Bank of a participating  interest to a Participant,  the
Bank's  obligations under this Agreement shall remain unchanged,  the Bank shall
remain solely responsible for the performance thereof, the Bank shall remain the
holder of the Notes for all  purposes  under this  Agreement,  and the  Borrower
shall continue to deal solely and directly with the Bank in connection  with the
Bank's rights and obligations  under this Agreement.  In no event shall the Bank
be  obligated  to the  Participant  to take or  refrain  from  taking any action
hereunder  except  that the Bank may agree that it will not  (except as provided
below),  without the consent of the Participant,  agree to (i) the change of any
date fixed for the payment of principal of or interest on the related Advance or
Advances,  (ii) the change of the amount of any principal,  interest or fees due
on any date fixed for the payment


                                       28
<PAGE>


thereof with respect to the related Advance or Advances, (iii) the change of the
principal  of the related  Advance or  Advances,  (iv) any change in the rate at
which either  interest is payable  thereon or (if the Participant is entitled to
any part thereof) commitment fee is payable hereunder from the rate at which the
Participant  is entitled to receive  interest or commitment fee (as the case may
be) in respect of such participation,  (v) the release or substitution of all or
any  substantial  part of the  collateral  (if  any)  held as  security  for the
Advances,  or (vi) the release of any guaranty  given to support  payment of the
Advances.  The Bank shall,  within ten Domestic  Business  Days after  selling a
participating  interest in any  Advance,  the Notes,  the  Commitments  or other
interest under this  Agreement,  provide the Borrower with written  notification
stating that such sale has  occurred and  identifying  the  Participant  and the
interest   purchased  by  such  Participant.   The  Borrower  agrees  that  each
Participant  shall be entitled to the  benefits of Article III and Section  7.03
with respect to its participation in Advances outstanding from time to time.

     (c) The Bank  may at any  time  assign  to one or more  banks or  financial
institutions  (each an "Assignee")  all, or a proportionate  part of all, of its
rights and  obligations  under this  Agreement  and one or both Notes,  and such
Assignee shall assume all such rights and obligations, pursuant to an Assignment
and  Acceptance  in the form  attached  hereto  as  Exhibit C  executed  by such
Assignee,  the Bank and the Borrower;  provided that (i) no interest may be sold
by the Bank pursuant to this  paragraph  (c) unless the Assignee  shall agree to
assume ratably  equivalent  portions of the respective  Commitment,  and (ii) no
interest may be sold by the Bank pursuant to this  paragraph (c) to any Assignee
which is not an Affiliate of the Bank without the consent of the Borrower, which
consent shall not be unreasonably withheld or delayed. Upon (A) execution of the
Assignment and  Acceptance by the Bank,  such  Assignee,  and the Borrower,  (B)
delivery of an executed copy of the  Assignment  and Acceptance to the Borrower,
and (C) payment by such  Assignee to the Bank of an amount equal to the purchase
price agreed  between the Bank and such  Assignee,  such Assignee  shall for all
purposes  be a Bank  party to this  Agreement  and shall have all the rights and
obligations  of a Bank under this  Agreement to the same extent as if it were an
original  party  hereto with a  Commitment  as set forth in such  instrument  of
assumption,  and the Bank shall be released from its obligations  hereunder to a
corresponding  extent,  and no further  consent or action by the Borrower or the
Bank shall be  required.  Upon the  consummation  of any transfer to an Assignee
pursuant to this paragraph (c), the Bank and the Borrower shall make appropriate
arrangements  so that,  if  required,  a new Note or Notes  are  issued  to such
Assignee.

     (d) Subject to the provisions of Section 8.06, the Borrower  authorizes the
Bank to  disclose  to any  Participant,  Assignee  or other  transferee  (each a
"Transferee") and any prospective  Transferee any and all financial  information
in the Bank's possession concerning the Borrower which has been delivered to the
Bank by the Borrower  pursuant to this  Agreement or which has been delivered to
the Bank by the Borrower in connection with the Bank's credit  evaluation  prior
to entering into this Agreement.

     (e) No  Transferee  shall be entitled to receive any greater  payment under
Section 3.03 than the  transferor  Bank would have been entitled to receive with
respect  to the  rights  transferred,  unless  such  transfer  is made  with the
Borrower's  prior written consent or by reason of the provisions of Section 3.02
or 3.03 requiring the Bank to designate a different Lending Office under certain
circumstances  or at a time when the  circumstances  giving rise to such greater
payment did not exist.

     (f) Anything in this Section 8.05 to the contrary notwithstanding, the Bank
may assign and pledge all or any portion of the loans and/or  obligations  owing
to it to any Federal  Reserve Bank or the United  States  Treasury as collateral
security  pursuant  to  Regulation  A of the Board of  Governors  of the Federal
Reserve  System and  Operating  Circular  issued by such Federal  Reserve  Bank,
provided that any payment in respect of such  assigned  Loan and/or  obligations
made by the Borrower to the Bank in accordance  with the terms of this Agreement
shall satisfy the Borrower's  obligations  hereunder in respect of such assigned
Loan and/or obligations to the extent of such payment.  No such assignment shall
release the Bank from its obligations hereunder.


                                       29
<PAGE>


     SECTION 8.06. Confidentiality. The Bank agrees to exercise its best efforts
to keep any information  delivered or made available by the Borrower to it which
is clearly indicated to be confidential  information,  confidential from any one
other than  persons  employed or retained by the Bank who are or are expected to
become  engaged in  evaluating,  approving,  structuring  or  administering  the
Advances;  provided,  however,  that nothing  herein shall prevent the Bank from
disclosing such  information  (i) upon the order of any court or  administrative
agency,  (ii) upon the request or demand of any  regulatory  agency or authority
having jurisdiction over the Bank, (iii) which has been publicly disclosed, (iv)
to the extent reasonably required in connection with any litigation to which the
Bank or their respective Affiliates may be a party, (v) to the extent reasonably
required in connection  with the exercise of any remedy  hereunder,  (vi) to the
Bank's  legal  counsel  and  independent  auditors  and  (vii) to any  actual or
proposed Participant,  Assignee or other Transferee of all or part of its rights
hereunder  which has  agreed in writing  to be bound by the  provisions  of this
Section.

     SECTION 8.07. Interest  Limitation.  Notwithstanding any other term of this
Agreement,  the Notes or any other Loan Document, the maximum amount of interest
which may be charged to or collected  from any person liable  hereunder or under
the Notes by the Bank  shall be  absolutely  limited  to,  and shall in no event
exceed,  the  maximum  amount or  interest  which  could  lawfully be charged or
collected  under  applicable  law  (including,  to the  extent  applicable,  the
provisions  of section  5197 of the  Revised  Statutes  of the United  States of
America,  as amended,  12 U.S.C. Sec. 85, as  amended),  so that the maximum of
all amounts  constituting  interest under applicable law, howsoever computed,
shall never exceed as to any Person liable therefor such lawful maximum,  and
any term of this Agreement, the Notes or any other Loan Document which could be
construed as providing  for interest in excess of such lawful  maximum shall be
and hereby is made expressly subject to and modified by the provisions of this
paragraph.

     SECTION  8.08.  Governing  Law.  This  Agreement  and the  Notes  shall  be
construed  in  accordance  with and  governed  by the law of the  State of North
Carolina.  This  Agreement  and  the  Notes  are  intended  to be  effective  as
instruments executed under seal.

     SECTION 8.09.  Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 8.10. Consent to Jurisdiction. The Borrower (a) submits to personal
jurisdiction in the State of North  Carolina,  the courts thereof and the United
States District Courts sitting  therein,  for the enforcement of this Agreement,
the Notes and the other Loan  Documents,  (b) waives any and all personal rights
under the law of any  jurisdiction  to object on any basis  (including,  without
limitation, inconvenience of forum) to jurisdiction or venue within the State of
North  Carolina for the purpose of  litigation  to enforce this  Agreement,  the
Notes or the other Loan Documents, and (c) agrees that service of process may be
made upon it in the manner  prescribed  in Section 8.01 for the giving of notice
to the Borrower. Nothing herein contained,  however, shall prevent the Bank from
bringing any action or  exercising  any rights  against any security and against
the  Borrower  personally,  and against any assets of the  Borrower,  within any
other state or jurisdiction.

     SECTION 8.11.  Severability.  If any provisions of this Agreement  shall be
held invalid under any applicable  laws,  such  invalidity  shall not affect any
other  provision of this  Agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.

     SECTION 8.12. Captions.  Captions in this Agreement are for the convenience
of  reference  only and shall not affect the  meaning or  interpretation  of the
provisions hereof.


                                       30
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the year and day first above written.

                                        BORROWER:

                                        DATASOUTH COMPUTER CORPORATION
ATTEST:


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

       [CORPORATE SEAL]
                                        BANK:

Lending Office                          WACHOVIA BANK, N.A.

Wachovia Bank, N.A.
P. O. Box 31608
Charlotte, North Carolina 28231-6071    By:  /s/ JOHN S. GRAHAM
                                             ----------------------------------
                                        Title:  Banking Officer
                                               --------------------------------


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