EXHIBIT 99.4
SIXTH MODIFICATION OF LOAN AGREEMENT
THIS MODIFICATION is made as of this 21st day of November, 1997, by and
between BULL RUN CORPORATION, a Georgia corporation ("Borrower"), and
NATIONSBANK, N.A. ("Lender").
STATEMENT OF FACTS
Lender and Borrower are parties to that certain Loan Agreement, dated
as of March 29, 1995, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as
of September 24, 1996, the Third Modification of Loan Agreement, dated as of
January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March
27, 1997 and the Fifth Modification of Loan Agreement, dated as of August 15,
1997 (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. Lender and Borrower desire to modify the Loan Agreement in
order to provide for a new $1,400,000 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:
STATEMENT OF TERMS
1. AMENDMENTS OF LOAN AGREEMENT. Subject to the fulfillment of the
conditions precedent to the effectiveness of this Modification which are set
forth below, the Loan Agreement shall be amended as follows:
(a) Section 1.01 of the Loan Agreement is hereby amended by
adding to Section 1.01 the following new definitions:
"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 3.02B
hereof.
"Fourth Term Loan Facility Expiration Date" shall
mean November 24, 1997 (as such date may be extended,
accelerated or amended from time to time pursuant to this
Agreement).
"Fourth Term Loan Maximum Availability" shall mean
$1,400,000.
"Fourth Loan Note" shall mean the Fourth Term Loan
Note, dated as of the date of the Sixth Modification of Loan
Agreement, 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 Loan or the Fourth Term Loan Note.
Rawlings shall mean Rawlings Sporting Goods Company,
Inc.
Rawlings Warrant shall mean the warrant to purchase
925,804 shares of the common stock of Rawlings issued on
November 21, 1997, by Rawlings in favor of Borrower, as more
fully described in the Common Stock Purchase Warrant, a true
and correct copy of which is attached to the Sixth
Modification as Annex 1 thereto, and any extension,
modification, supplement or replacement thereof or therefor.
Sixth Modification shall mean that certain Sixth
Modification of Loan Agreement, dated as of November 21, 1997,
by and between Borrower and Lender.
(b) Section 1.01 of the Loan Agreement is hereby further
amended by deleting from Section 1.01 the terms "Collateral," "Term
Loan Facilities," "Term Loan Notes," and "Term Loans" and by
substituting in lieu thereof the following new definitions of such
terms:
"Collateral" shall mean (i) the Pledged Shares, (ii)
the Warrants, (iii) the Rawlings Warrant, (iv) any and all
other property which may be hereafter pledged or collaterally
assigned to Lender or in which Lender may be otherwise granted
a Lien to secure the Obligations pursuant to any and all of
the Credit Documents and (v) any and all cash and non-cash
proceeds 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 Note.
"Term Loans" shall mean, collectively, the First Term
Loan, the Second Term Loan, the Third Term Loan, and the
Fourth Term Loan.
(c) The Loan Agreement is hereby further amended by adding the
following Section 3.02B after the existing Section 3.02A and before the
existing Section 3.03:
SECTION 3.02B. FOURTH TERM LOAN FACILITY.
(a) Subject to the terms and conditions of this
Agreement, 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 up to the Fourth
Term Loan Maximum Availability.
(b) The proceeds of the Fourth Term Loan shall be
used to purchase the Rawlings Warrant.
(d) The Loan Agreement is hereby further amended by adding to
Section 3.04 the following subsection (e) after subsection (d) thereof:
(e) The Borrower's obligation to pay to the Lender
the principal of and interest on the Fourth Term Loan
shall be evidenced by the records of the Lender
(subject to Section 4.05 hereof) and by the Fourth
Term Loan Note. The
principal balance of the Fourth Term Loan shall be
payable in one (1) installment which shall be due on
July 1, 1998 in an amount equal to the entire
remaining unpaid principal balance of the Fourth Term
Loan.
(e) The Loan Agreement is hereby further amended by deleting
Section 4.04(b) and Section 4.04(c) in their entireties and by
substituting in lieu thereof the following new Section 4.04(b) and
Section 4.04(c):
(b) The Obligations shall be secured by (i) the
Borrower's first-priority and perfected pledge to the
Lender of (1) one hundred percent of the outstanding
capital stock of Guarantor, (2) 51.5 shares of common
stock of Capital Sports Properties, Inc. and (3)
41,049 shares of common stock of Host Communications,
Inc., all pursuant to the Borrower Pledge Agreement,
(ii) the Guarantor's first priority and perfected
pledge to the Lender of 305,296 shares of Class A
Common Stock of Xxxx pursuant to the First Guarantor
Pledge Agreement, and (iii) 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.
(c) The Second Term Loan Obligations, the Third Term
Loan Obligations and the Fourth Term Loan Obligations
shall be secured by the Guarantor's first- priority
and perfected pledge to the Lender of 906,294 shares
of Class A Common Stock of Xxxx pursuant to the
Second Guarantor Pledge Agreement and shall be
further secured by the Borrower's first-priority and
perfected pledge to the Lender of 1,000 shares of
Series A Preferred Stock of Xxxx, 500 shares of
Series B Preferred Stock of Xxxx, the Warrants and
the Rawlings Warrant, pursuant to the Second 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 Modification 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
Modification, 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 Modification; and (b) each of the Borrower, the
Guarantor and the Partnership 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.
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
Modification, the other documents referred to herein, and the transactions
contemplated hereby and thereby.
5. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS MODIFICATION. The
effectiveness of this Modification 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 Modification, the Fourth Term Loan Note, the Third
Modification of Second Borrower Pledge Agreement, and the Third
Modification of Amended and Restated Second Guarantor Pledge Agreement;
(b) Lender shall have received a duly executed Guarantor
Reaffirmation and Consent to Sixth Modification of Loan Agreement from
the Guarantor and a duly executed Partnership Reaffirmation and Consent
to Sixth Modification of Loan Agreement from the Partnership; and
(c) Lender shall have received a duly executed and completed
Federal Reserve Form U-1 relating to the Second Term Loan, the Third
Term Loan and the Fourth Term Loan.
6. CONDITIONS PRECEDENT TO FUNDING OF THE FOURTH TERM LOAN. The
following condition, together with the conditions set forth in Section 5 hereof,
are conditions precedent to the funding of the Fourth Term Loan:
All conditions precedent to the issuance of the Rawlings
Warrant shall have been fulfilled (other than the disbursement of the
Fourth Term Loan proceeds as contemplated hereby), and the Rawlings
Warrant shall be issued on terms and conditions acceptable to Lender in
all respects.
7. REFERENCE TO AND EFFECT ON THE CREDIT DOCUMENTS. Upon the
effectiveness of this Modification, 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.
8. COUNTERPARTS. This Modification 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.
9. GOVERNING LAW. This Modification 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.
IN WITNESS WHEREOF, the parties hereto have caused this Modification to
be duly executed and delivered as of the day and year specified at the beginning
hereof.
BORROWER:
BULL RUN CORPORATION
By: /s/ XXXXXX X. XXXXXXX, XX.
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Xxxxxx X. Xxxxxxx, Xx., President
LENDER:
NATIONSBANK, N.A.
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Vice President
