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                                  EXHIBIT 10.1

          SECOND AMENDMENT OF AMENDED AND RESTATED LOAN AGREEMENT

          THIS AMENDMENT is made as of this 22nd day of March, 1999, by and
between BULL RUN CORPORATION, a Georgia corporation ("Borrower"), and
NATIONSBANK, N.A. ("Lender").

                                    RECITALS

          WHEREAS, Lender and Borrower are parties to that certain Amended and
Restated Loan Agreement, dated as of March 20, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Loan Agreement"), pursuant to which
Lender has agreed to make one or more loans from time to time to the Borrower in
accordance with the terms and conditions thereof; and

          WHEREAS, Borrower has requested and Lender has agreed to provide an
additional term loan (the "Fourth Term Loan") to finance the acquisition of
additional shares of common stock of Rawlings, a Delaware corporation
("Rawlings"), and Lender and Borrower desire to modify the Loan Agreement in
order to provide for the Fourth Term Loan, and in certain other respects in
accordance with the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the premises, the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower and Lender do
hereby agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement as amended hereby (except as otherwise
expressly defined or limited herein) and do hereby further agree as follows:

                  1.       AMENDMENTS OF LOAN AGREEMENT. Subject to the
fulfillment of the conditions precedent to the effectiveness of this Amendment
which are set forth below, the Loan Agreement shall be amended as follows:

                  (a)      Section 1.1 of the Loan Agreement is hereby amended
         by adding to Section 1.1 the following new definitions in the
         appropriate alphabetical order:

                            "Borrower Guaranty" shall mean any guaranty of any
                   obligation of Datasouth or any other Subsidiary of Borrower
                   executed by Borrower in favor of Lender.

                            "Fourth Term Loan" shall mean any and all advances
                   made by Lender to Borrower under the Fourth Term Loan
                   Facility.

                            "Fourth Term Loan Facility" shall mean the term loan
                   facility provided by Lender to Borrower under Section 3.2B
                   hereof.

                            "Fourth Term Loan Facility Expiration Date" shall
                   mean April 30, 1999 (as such date may be extended,
                   accelerated or amended from time to time pursuant to this
                   Agreement).

                            "Fourth Term Loan Maturity Date" shall mean August
                   23, 1999.

                            "Fourth Term Loan Maximum Availability" shall mean
                   $675,754.
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                           "Fourth Term Loan Note" shall mean the Fourth Term
                   Loan Note executed by the Borrower and payable to the order
                   of the Lender as evidence of the Fourth Term Loan, and any
                   extension, renewal, modification or replacement thereof or
                   therefor.

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

                            "Second Amendment" shall mean that certain Second
                   Amendment of Loan Agreement dated as of March 22, 1999, by
                   and between Borrower and Lender.

                  (b)      Section 1.1 of the Loan Agreement is hereby further
          amended by deleting from Section 1.1 the terms "Obligations," "Term
          Loan Facilities," "Term Loan Notes," "Term Loans" and "Third Term Loan
          Facility Expiration Date" and by substituting in lieu thereof the
          following new definitions of such terms:

                            "Obligations" shall mean, collectively, all amounts
                   now or hereafter owing to Lender by Borrower pursuant to the
                   terms of or as a result of this Agreement, any other Credit
                   Document or any Borrower Guaranty, including without
                   limitation, the unpaid principal balance of any and all Loans
                   and all interest, fees, expenses and other charges relating
                   thereto or accruing thereon, as well as any and all other
                   indebtedness, liabilities, and obligations of Borrower,
                   whether direct or indirect, absolute or contingent, or
                   liquidated or unliquidated, which may be now existing or may
                   hereafter arise under or as a result of any Borrower Guaranty
                   or any of the Credit Documents (including, without
                   limitation, obligations of Borrower under Interest Rate
                   Contracts with Lender), and together with any and all
                   renewals, extensions, modifications or refinancings of any of
                   the foregoing.

                            "Term Loan Facilities" shall mean, collectively, the
                   First Term Loan Facility, the Second Term Loan Facility, the
                   Third Term Loan Facility and the Fourth Term Loan Facility.

                            "Term Loan Notes" shall mean, collectively, the
                   First Term Loan Note, the Second Term Loan Note, the Third
                   Term Loan Note and the Fourth Term Loan Note.

                            "Term Loans" shall mean, collectively, the First
                   Term Loan, the Second Term Loan, the Third Term Loan and the
                   Fourth Term Loan.

                            "Third Term Loan Facility Expiration Date" shall
                   mean March 23, 1999.

                  (c)      The Loan Agreement is hereby further amended by
         adding the following new Section 3.2B after the existing Section 3.2A
         and before the existing Section 3.3:
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                            "SECTION 3.2B.  FOURTH TERM LOAN FACILITY.

                            (a) Subject to the terms and conditions of this
                   Agreement, including, without limitation, the conditions
                   precedent set forth in Section 5.3 hereof, the Lender agrees
                   to advance to the Borrower, from time to time on or prior to
                   the Fourth Term Loan Facility Expiration Date and upon the
                   Borrower's request therefor, a Fourth Term Loan in the
                   principal amount of the Fourth Term Loan Maximum
                   Availability. The Fourth Term Loan Facility may be disbursed
                   in one or more advances but the Lender's commitment under the
                   Fourth Term Loan Facility shall be reduced by each advance
                   thereunder and any sums advanced under the Fourth Term Loan
                   Facility may not be repaid and then re-borrowed thereunder.

                            (b) The proceeds of the Fourth Term Loan shall be
                   used to purchase shares of common stock of Rawlings."

                  (d)      The Loan Agreement is hereby further amended by
         adding a new Section 3.4(b-2) immediately following the existing
         Section 3.4(b-1):

                           "(b-2) The Borrower's obligation to pay the Lender
                           the principal of and interest on the Fourth Term Loan
                           shall be evidenced by the records of the Lender
                           (subject to Section 4.5 hereof) and by the Fourth
                           Term Loan Note. The principal balance of the Fourth
                           Term Loan shall be payable on the Fourth Term Loan
                           Maturity Date in an amount equal to the entire
                           remaining unpaid balance of the Fourth Term Loan."

                  (e)      The Loan Agreement is hereby further amended by
         deleting Section 3.3(a) in its entirety and by substituting in lieu
         thereof, the following new Section 3.3(a):



                            "(a) The unpaid principal balance of each of the
                   Term Loans shall bear interest from time to time at a rate
                   per annum equal to the Prime Rate plus the Applicable Term
                   Loan Margin therefor as then in effect; provided, however,
                   that Borrower may, by written notice (or by telephonic notice
                   promptly confirmed in writing) delivered to the Lender not
                   later than 10:00 a.m. (Atlanta time) on the second Business
                   day prior to any Interest Period designated by the Borrower
                   in such notice, direct that interest accrue on the unpaid
                   principal balance of any Term Loan other than the Third Term
                   Loan and the Fourth Term Loan (or any portion of any Term
                   Loan (other than the Third Term Loan and the Fourth Term
                   Loan) which when added to all other LIBOR Advances then
                   outstanding under any of the Loans and which have the same
                   Interest Period totals an amount of not less than $100,000 or
                   any greater integral multiple thereof) outstanding from time
                   to time during such Interest Period at a rate per annum equal
                   to the sum of the Adjusted LIBOR for such Interest Period
                   plus the Applicable Term Loan Margin therefor as then in
                   effect; provided, further, however, that (i) upon the
                   occurrence and during the continuation of any Event of
                   Default under Section 9.1(i), (ii) or (iii) hereof, the
                   Lender may, upon notice to the Borrower, suspend Borrower's
                   right to use the aforesaid Adjusted LIBOR option, (ii)
                   Borrower may not have more than six (6) Adjusted LIBOR-based
                   interest rates in effect under this Section at any one time,
                   and (iii) the interest rate applicable to the Term Loans
                   shall be subject to adjustment as provided in paragraph (b)
                   below."

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                  (f)      The Loan Agreement is hereby further amended by
         deleting Sections 4.4(a) and 4.4(b) in their entireties and by
         substituting in lieu thereof the following new Sections 4.4(a) and
         4.4(b):

                            "(a) The Obligations shall be secured by (i) the
                            Borrower's first priority and perfected pledge to
                            the Lender of (A) one hundred percent of the
                            outstanding shares of capital stock of Datasouth,
                            (B) 51.5 shares of common stock of Capital Sports
                            Properties, Inc., (C) the Host Shares (other than
                            4,682 shares of common stock of Host Communications
                            which secure the Second Term Loan Obligations and
                            the Fourth Term Loan Obligations), and (D) the Total
                            Sports Shares (other than 351,815 shares of Series C
                            Convertible Preferred Stock of Total Sports which
                            secure the Second Term Loan Obligations and the
                            Fourth Term Loan Obligations), all pursuant to the
                            Borrower Pledge Agreement, and (ii) the
                            Partnership's first priority and perfected pledge to
                            the Lender of 1,284,000 shares of common stock of
                            the Borrower pursuant to the Partnership Pledge
                            Agreement. The Obligations (other than the Third
                            Term Loan Obligations) shall also be secured by
                            Datasouth's first priority and perfected pledge to
                            the Lender of 457,944 shares of Class A Common Stock
                            of Gray pursuant to the Subsidiary Pledge Agreement.

                            (b) The Second Term Loan Obligations and the Fourth
                            Term Loan Obligations shall be secured by (i)
                            Datasouth's first-priority and perfected pledge to
                            the Lender 1,366,941 shares of Class A Common Stock
                            of Gray and 11,750 shares of Class B Common Stock of
                            Gray pursuant to the Purpose Credit Subsidiary
                            Pledge Agreement and (ii) the Borrower's
                            first-priority and perfected pledge to the Lender of
                            1,000 shares of Series A Preferred Stock of Gray,
                            175 shares of Series B Preferred Stock of Gray, the
                            Warrants, the Rawlings Warrant, the Rawlings Shares,
                            4,682 shares of common stock of Host Communications
                            and 351,815 shares of Series C Convertible Preferred
                            Stock of Total Sports, all pursuant to the Purpose
                            Credit Borrower Pledge Agreement."

         2.       NO OTHER AMENDMENTS. Except for the amendments expressly set
forth and referred to in Section 1 above, the Loan Agreement shall remain
unchanged and in full force and effect. Nothing in this Amendment or any of the
other Supplemental Credit Documents (as defined below) is intended, or shall be
construed, to constitute a novation or an accord and satisfaction of any of the
Obligations or to modify, affect or impair the perfection or continuity of
Lender's security interests in, security titles to or other Liens on any
Collateral for the Obligations.

         3.       REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into
this Amendment, the Borrower does hereby warrant, represent and covenant to
Lender that: (a) each representation or warranty of the Borrower set forth in
the Loan Agreement is hereby restated and reaffirmed as true and correct on and
as of the date hereof as if such representation or warranty were made on and as
of the date hereof (except to the extent that any such representation or
warranty expressly relates to a prior specific date or period), and no Default
or Event of Default has occurred and is continuing as of this date under the
Loan Agreement as amended by this Amendment; and (b) each of the Borrower,
Datasouth, the Partnership and the Purchaser has the power and is duly
authorized to enter into, deliver and perform the Supplemental Credit Documents
to which it is a party, and each of the Supplemental Credit Documents is the
legal, valid and binding obligation of each Credit Party enforceable against
such Credit Party in accordance with its terms.

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         4.       REIMBURSEMENT OF COSTS AND EXPENSES. The Borrower hereby
agrees to reimburse Lender on demand for all costs (including reasonable
attorneys' fees) incurred by Lender in negotiating, documenting and consummating
this Amendment, the other documents referred to herein, and the transactions
contemplated hereby and thereby.

         5.       CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT. The
effectiveness of this Amendment and the amendments provided in Section 1 above
are subject to the truth and accuracy in all material respects of the
representations and warranties of the Borrower contained in Section 3 above and
to the fulfillment of the following additional conditions precedent (all
documents described below shall be in form and substance satisfactory to Lender,
and are herein collectively called the "Supplemental Credit Documents"):

                   (a) Lender shall have received one or more duly executed
          counterparts of this Amendment, a Fourth Term Loan Note, the Second
          Amendment of Borrower Pledge Agreement, the First Amendment of Purpose
          Credit Borrower Stock Pledge Agreement, the Second Amendment of
          Subsidiary Stock Pledge Agreement, and the Second Amendment of Purpose
          Credit Subsidiary Stock Pledge Agreement;

                   (b) Lender shall have received stock certificates evidencing
          all Rawlings Shares purchased with the proceeds of the Fourth Term
          Loan, together with undated blank stock transfer powers for the same
          duly executed by the appropriate Credit Parties;

                   (c) Lender shall have received a duly executed Datasouth
          Reaffirmation and Consent to Second Amendment of Loan Agreement from
          Datasouth and a duly executed Partnership Reaffirmation and Consent to
          Second Amendment of Loan Agreement from the Partnership; and

                   (d) Lender shall have received a duly executed and completed
          Federal Reserve Form U-1 relating to the Second Term Loan and Fourth
          Term Loan.

         6.       REFERENCE TO AND EFFECT ON THE CREDIT DOCUMENTS. Upon the
effectiveness of this Amendment, each reference in the Loan Agreement to "this
Agreement," "hereunder," "hereof" or words of like import referring to the Loan
Agreement, and each reference in the other Credit Documents to "the Loan
Agreement," "thereunder," "thereof" or words of like import referring to the
Loan Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby.

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

         8.       GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of Georgia
applicable to contracts made and performed in such state.


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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year specified at the beginning
hereof.


                                    BORROWER:

                                    BULL RUN CORPORATION


                                    By:  /s/ FREDERICK J. ERICKSON
                                       ----------------------------
                                    Name:  Frederick J. Erickson
                                         --------------------------
                                    Title:  VP-Finance
                                          -------------------------


                                    LENDER:

                                    NATIONSBANK, N.A.

                                    By:  /s/  DAVID B. JACKSON
                                       ----------------------------
                                    Name:  David B. Jackson
                                         --------------------------
                                    Title:  Senior Vice President
                                          -------------------------