BORROWER PLEDGE AGREEMENT
THIS BORROWER PLEDGE AGREEMENT is made and entered into as of
September 30, 1996, by and between GRAY COMMUNICATIONS SYSTEMS, INC., a Georgia
corporation (the "Pledgor"), and KEYBANK NATIONAL ASSOCIATION (the "Pledgee"),
as agent for itself and the other financial institutions listed on the signature
pages of the Loan Agreement (as defined below), and their successors and
assigns. The Pledgee and such other financial institutions may be referred to
hereinafter individually as a "Bank" or collectively as the "Banks".
RECITALS
A. The Pledgor owns issued and outstanding capital stock of the
corporations listed on EXHIBIT A attached hereto (collectively, the "Companies"
and individually, a "Company") in the amounts set forth on EXHIBIT A.
B. The Pledgor, the Pledgee, NationsBank, N.A. (South), as Co-Agent,
and the other Banks have entered into a Loan Agreement of even date herewith (as
the same may be extended, amended, restated or modified from time to time, the
"Loan Agreement"), which is hereby incorporated herein by this reference,
pursuant to which the Banks have agreed to make available to the Pledgor up to
$53,500,000 on a reducing revolving credit basis and up to $71,500,000 on a
revolving credit converting to a term loan basis. All capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to them
in the Loan Agreement. The Pledgor may also be indebted to a Bank or an
Affiliate of a Bank from time to time in respect of Rate Hedging Obligations.
C. In order to induce the Pledgee and the Banks to enter into the Loan
Agreement and to ensure that the Loans made pursuant to the Loan Agreement will
be secured as provided herein, the Pledgor has agreed to pledge its capital
stock in the Companies to the Pledgee and grant to the Pledgee a first priority
security interest in all of such capital stock as security for the Obligations
incurred by the Pledgor under the Loan Agreement.
D. The Banks have appointed the Pledgee as their agent for the
purpose, among other things, of protecting and preserving
the security for the repayment of the Pledgor's Obligations under the Loan
Agreement.
AGREEMENTS
In consideration of the foregoing Recitals, and of the agreements made
herein, and of the Loans made or to be made by the Banks to the Pledgor, the
Pledgor and the Pledgee, on behalf of the Banks, agree as follows:
1. GRANT OF SECURITY INTEREST; PLEDGE.
1.1 PLEDGED COLLATERAL. The Pledgor hereby grants to the Pledgee, as
agent for the Banks, ratably in proportion to the total Pledge Obligations (as
that term is defined below) owing at any time to the Banks, a security interest
in, and pledges, assigns and sets over to the Pledgee, for the benefit of the
Banks, (a) all of the capital stock and other equity interests in each Company
held by it (the "Pledged Shares"), (b) any additional capital stock or other
equity interests of any Company hereafter issued or delivered to the Pledgor for
any reason, (c) all options, warrants or rights exercisable for or convertible
into any such capital stock or other equity interests and (d) all dividends,
distributions, cash, property or other securities at any time and from time to
time receivable or otherwise distributable in respect thereof, exchanged
therefor, derived therefrom, substituted therefor, or otherwise subjected to the
lien hereof pursuant to any provision hereof, and the proceeds thereof,
including any and all distributions made on or in respect of the foregoing,
whether resulting from a subdivision, combination, reorganization of any
Company, a reclassification of outstanding capital stock of any Company or
received in exchange for any of the foregoing or any part thereof or as a result
of any merger, consolidation, acquisition or other sale or exchange of assets or
on the liquidation, whether voluntary or involuntary, of any issuer of the
Pledged Shares or otherwise (all of which Pledged Shares, additional capital
stock or other equity interests, options, warrants, rights, dividends,
distributions, cash, property, securities and proceeds are herein called the
"Pledged Collateral").
1.2 POSSESSION OF PLEDGED COLLATERAL. All certificates for the
Pledged Shares, certificates for any additional capital stock, other equity
interests, options, warrants or rights, dividends, distributions, cash, property
and securities comprising part of the Pledged Collateral shall be delivered to
the Pledgee by the Companies or the Pledgor, and the
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Pledgor hereby authorizes and directs each Company to make such delivery to the
Pledgee, and the Pledgor shall deliver to the Pledgee proper instruments of
assignment therefor duly executed and endorsed by the Pledgor and such other
instruments or documents (including, without limitation, financing statements)
as the Pledgee may reasonably request sufficient to perfect the lien of the
Pledgee in the Pledged Collateral and, upon the occurrence of an Event of
Default, to transfer title thereto to the Pledgee or its nominee. Any Pledged
Collateral which may at any time be in the possession of the Pledgor shall be
promptly delivered to the Pledgee, and prior thereto, shall be deemed to be held
in trust on behalf of the Pledgee as the Pledgee's agent.
1.3 OBLIGATIONS SECURED. The security interests granted by the
Pledgor to the Pledgee under this Agreement secure (a) the payment and
performance of all indebtedness, Obligations and liabilities of the Pledgor,
arising at any time, now or in the future, pursuant to the Loan Agreement or any
Collateral Document, including, without limitation, such obligations as are
evidenced by the Notes; (b) the payment and performance of all obligations and
liabilities of the Pledgor arising at any time and from time to time, now or in
the future, pursuant to any agreement with any Bank or any Affiliate of a Bank
with respect to Rate Hedging Obligations; (c) performance by the Pledgor of its
obligations and agreements set forth herein and in each other Collateral
Document to which it is a party; (d) all payments made or expenses incurred by
the Pledgee, including, without limitation, reasonable attorneys fees and legal
expenses, in the exercise, preservation or enforcement of any of the rights,
powers or remedies of the Pledgee, or in the enforcement of the obligations of
the Pledgor, hereunder; and (e) any renewals, continuations or extensions of any
of the foregoing (all of which are referred to herein as the "Pledge
Obligations").
1.4 PLEDGE A FIRST LIEN. The security interest of the Pledgee in the
Pledged Collateral shall at all times be a first priority lien and security
interest securing all of the Pledge Obligations.
1.5 STOCKHOLDER LIABILITY. The security interests granted pursuant
hereto are granted as security only and shall not subject the Pledgee or any
Bank to any obligation or liability of the Pledgor with respect to any of the
Pledged Collateral or any transaction in connection therewith.
2. VOTING RIGHTS; ETC. So long as no Event of Default, as defined
in Section 9 below, shall have occurred and be continuing:
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(a) The Pledgor shall have the right, from time to time, and for
any purpose not inconsistent with the Loan Agreement or this Agreement, to vote
and give consents with respect to the Pledged Shares and any additional capital
stock, shares or other equity interests of each Company owned by it constituting
part of the Pledged Collateral and to consent to or ratify any action taken at,
or waive notice of, any meeting of stockholders or any committee of any Company
with the same force and effect as if such capital stock were not pledged
hereunder;
(b) The Pledgee shall, from time to time upon the written
request of the Pledgor, give any necessary waivers of notice, consents and
powers of attorney or proxies necessary to enable the Pledgor to exercise any of
the foregoing rights;
(c) The Pledgor shall be entitled to retain and use any and all
cash distributions paid on Pledged Collateral which are permitted by and in a
manner consistent with the provisions of the Loan Agreement; PROVIDED, HOWEVER,
that any and all other distributions made on or in respect of the Pledged
Collateral, whether resulting from a subdivision, combination, reorganization of
any Company, a reclassification of outstanding shares of any Company or received
in exchange for Pledged Collateral or any part thereof or as a result of any
merger, consolidation, acquisition or other sale or exchange of assets or on the
liquidation, whether voluntary or involuntary, of any issuer of the Pledged
Collateral, or otherwise, shall be and become part of the Pledged Collateral
pledged hereunder and, if received by any Company or the Pledgor, shall
forthwith be delivered to the Pledgee to be held subject to the terms of this
Agreement; and
(d) The Pledgor shall be entitled to exercise any subscription
or conversion privileges accruing to it as the owner of the Pledged Collateral
to the extent permitted in the Loan Agreement, provided that any additional
capital stock or other equity interests of any Company or any other issuer
obtained or purchased on account of any such subscription or conversion
privileges shall be delivered to and pledged with the Pledgee as part of the
Pledged Collateral.
3. THE PLEDGOR'S REPRESENTATIONS AND WARRANTIES. The Pledgor
represents and warrants that:
(a) The Pledged Shares constitute all of the issued and
outstanding capital stock of each Company;
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(b) The Pledged Shares constitute all of the shares of capital
stock or other equity interests owned by the Pledgor;
(c) The Pledgor has, and has duly exercised, all requisite
corporate power and authority to execute, deliver and perform this Agreement;
(d) This Agreement has been duly authorized and executed by the
Pledgor and constitutes the legal, valid and binding obligation of the Pledgor,
enforceable against the Pledgor in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by general principles of equity;
(e) The Pledgor is the full legal and beneficial owner of, and
has good and marketable title to, the Pledged Shares set forth under its name on
EXHIBIT A hereto, and such Pledged Shares are fully and accurately described on
EXHIBIT A hereto;
(f) The Pledged Shares have been duly and validly issued, are
fully paid and non-assessable, and are free and clear of any Liens, claims,
options, demands and equities of third parties, except for the security interest
granted hereunder to the Pledgee;
(g) The Pledgor's execution and delivery of this Agreement and
the performance of its terms will not violate or constitute a default under the
terms of (A) any organizational document of the Pledgor or any Company, or (B)
any provision of any agreement, indenture, certificate or other instrument,
license, judgment, decree, order, law, statute, ordinance or other governmental
rule or regulation applicable to the Pledgor or any Company or the property of
the Pledgor or any Company;
(h) Upon delivery to the Pledgee of the stock certificates
evidencing the Pledged Shares, duly endorsed in blank, the Pledgee will have,
for the benefit of the Banks, a valid first lien upon and perfected security
interest in the Pledged Shares and the proceeds thereof;
(i) The principal place of business and chief executive office
of the Pledgor is set forth below the Pledgor's name on the signature pages
hereof;
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(j) No consent or approval of, or filing with, any governmental
authority or other Person, and no waiver of any lien or right of distraint or
other similar right, and no license, authorization or declaration of any
governmental authority, bureau or agency, is or will be required in connection
with the execution, delivery, performance, validity, enforcement or priority of
this Agreement or the security interest granted hereby or any agreements,
instruments or documents to be executed or delivered pursuant hereto, except
that the consent of the FCC may be required in order for the Pledgee to enforce
certain of its rights hereunder upon the occurrence and during the continuance
of an Event of Default;
(k) The pledge of the Pledged Collateral hereunder is effective
to vest in the Pledgee the rights of the Pledgee in the Pledged Collateral as
set forth herein; and
(l) The Pledgor has received, or is entitled to receive,
reasonably equivalent value for the obligations and liabilities that it has
incurred to the Pledgee and the Banks; the Pledgor is not insolvent as defined
in Title 11 of the United States Code, or any other applicable federal or state
bankruptcy or insolvency statute, nor, after giving effect to the consummation
of the transactions contemplated in the Loan Agreement, including, without
limitation, the execution and delivery of the Notes, will the Pledgor be
rendered insolvent by the execution and delivery of this Agreement to the
Pledgee; the Pledgor has not engaged, nor does it expect to engage, in any
business or transaction for which the assets retained by it shall be an
unreasonably small capital, taking into consideration the obligations to the
Pledgee incurred hereunder; and the Pledgor does not intend to, nor does it
believe that it will, incur debts beyond its ability to pay them as they mature.
4. CERTAIN COVENANTS.
4.1 NEGATIVE COVENANTS. The Pledgor shall not:
(a) sell, convey or otherwise dispose of any of the Pledged
Collateral or any interest therein or create, incur, or permit to exist any
Lien, claim, option, demand or equity of third parties on or with respect to any
of the Pledged Collateral or the proceeds thereof, other than as created hereby;
(b) enter into or consent to any agreement, indenture, license
or other instrument or any amendment or modification thereof which would be
violated by, or require the consent or approval of any Person to, the
performance or
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enforcement of this Agreement or permit any of its Subsidiaries to do any of the
foregoing;
(c) consent to or approve the issuance of (i) any additional
capital stock or other equity interests of any class of any issuer of Pledged
Collateral, (ii) any securities convertible voluntarily by the holder thereof or
automatically upon the occurrence or nonoccurrence of any event or condition
into, or exchangeable for, any such capital stock or other equity securities, or
(iii) any warrants, options, rights or other commitments entitling any Person to
purchase or otherwise acquire any such capital stock or other equity securities;
(d) vote, consent or otherwise act in a manner with respect to
the Pledged Collateral which would cause or constitute an Event of Default under
or would otherwise be inconsistent with the terms of the Loan Agreement, this
Agreement, any other Collateral Document or any related instrument, and nothing
contained in Section 2 shall be construed to vary or modify any such terms;
(e) agree to amend, modify or supplement the Certificate or
Articles of Incorporation or By-Laws of any Company or any other organizational
or governing document, unless required by law, if such amendment, modification
or supplement would adversely affect in any respect any of the Pledgee's
interest, rights or remedies under this Agreement or the Collateral Documents or
the ability of the Pledgor or any of its Subsidiaries to pay or perform the
Obligations;
(f) do or permit any act in contravention of the Certificate or
Articles of Incorporation or By-Laws of any Company; or
(g) take any action which could reasonably be expected to
interfere with, hinder or delay the exercise of the Pledgee's rights under this
Agreement or any other Collateral Document or any other instrument, document or
agreement relating to any of the foregoing.
4.2 AFFIRMATIVE COVENANTS. The Pledgor shall:
(a) at its own expense, defend the Pledgee's right, title and
security interest in and to the Pledged Collateral against the claims of any
other Person;
(b) use its best efforts to obtain any consent of the FCC and
each other Licensing Authority and each other Person
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which may be required in connection with the performance or enforcement of this
Agreement and any transfer of the Pledged Collateral contemplated hereby, and
will cooperate fully with the Pledgee in effecting any such transfer or in
connection with the Pledgee's exercise of the rights and remedies granted to the
Pledgee pursuant hereto or pursuant to any other Collateral Document;
(c) pay and discharge promptly, and in any event before the
imposition of any penalty, all taxes and assessments upon any portion of the
Pledged Collateral owned by it, except that the Pledgor shall not be required to
pay any such tax or assessment the payment of which is being contested in good
faith and by appropriate proceedings and against which adequate reserves are
being maintained;
(d) comply in all material respects with all federal, state and
local laws, rules and regulations applicable to it or its property or business,
the failure to comply with which could reasonably be expected to have a Material
Adverse Effect;
(e) notify the Pledgee in writing at least thirty days in
advance of any change in the Pledgor's chief executive office or principal place
of business and execute any financing statements or amendments covering the
Pledged Collateral as the Pledgee may from time to time reasonably request; and
(f) promptly deliver to the Pledgee all material written notices
and communications given or received by it with respect to any Pledged
Collateral.
(g) pledge hereunder, immediately upon its acquisition,
(directly or indirectly) thereof, any and all shares of stock or other equity
interest of any Person which, after the date of this Agreement, becomes a
Subsidiary of the Pledgor.
5. RIGHT OF THE PLEDGEE TO DEAL WITH COLLATERAL DOCUMENTS, ETC. The
Pledgee may deal in any manner with any Collateral Document to which the Pledgor
is not a party in accordance with or as permitted by the terms thereof (as may
be amended from time to time), subject in all cases to such approval or
agreement by the parties thereto as may be required by the terms of such
documents, without notice to or the consent of the Pledgor. No action which the
Pledgee may take or fail to take in accordance with or permitted by any
Collateral Document to which the Pledgor is not a party (as any of the foregoing
may be amended from time to time) pursuant to the foregoing powers shall
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operate to release any of the Pledged Collateral, terminate or modify the terms
of this Agreement or impose any liability on the Pledgee.
6. RIGHTS OF THE PLEDGEE UPON DEFAULT. Upon the occurrence and
during the continuance of any Event of Default, the Pledgee shall, subject to
Section 17 and compliance with all applicable requirements of law, in addition
to all other rights and remedies it may have under the Uniform Commercial Code
or any other law, have the rights and remedies set forth in this Section 6:
6.1 VOTING AND OTHER RIGHTS. Upon ten days prior written notice to
the Pledgor, whether or not the Pledged Collateral shall have been registered in
the name of the Pledgee or its nominee, the Pledgee or its nominee shall have,
with respect to the Pledged Collateral, the right to exercise all voting rights,
and all other stockholder rights and all conversion, exchange, subscription and
other rights, privileges or options pertaining thereto as if it were the
absolute owner thereof, including, without limitation, the right to exchange any
or all of the Pledged Collateral upon the merger, consolidation, reorganization,
recapitalization or other readjustment of any Company, or upon the exercise by
any Company of any right, privilege, or option pertaining to any of the Pledged
Collateral, and, in connection therewith, to deliver any of the Pledged
Collateral to any committee, depository, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine, all
without liability except to account for property actually received by it; but
the Pledgee shall have no duty to exercise any of the aforesaid rights,
privileges or options and shall not be responsible for any failure to do so or
delay in so doing.
6.2 SALE OF PLEDGED COLLATERAL.
(a) Upon at least ten days written notice to the Pledgor, which
notice the Pledgor agrees is reasonable, and without further demand,
advertisement or notice of any kind, all of which are hereby expressly waived,
the Pledgee shall have the right to sell, assign and deliver the whole or any
part of the Pledged Collateral, at any time or times, within or without
Cleveland, Ohio, at public or private sale or at any broker's board or on any
securities exchange, for cash, on credit, or for other property, for immediate
or future delivery, and for such price or prices and on such terms as the
Pledgee may determine to be commercially reasonable, and in connection therewith
the Pledgee or any Bank at any sale may bid for or purchase the whole
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or any part of the Pledged Collateral so offered for sale, free from any right
of redemption, stay or appraisal on the part of the Pledgor, all of which rights
the Pledgor hereby waives and releases, to the full extent permitted by law.
(b) (i) If at any time or times, in the opinion of the Pledgee,
it should be necessary or desirable, in order for the Pledgee to dispose of all
or any part of the Pledged Collateral in any sale or sales pursuant hereto, to
comply with or to register or qualify all or any part of the Pledged Collateral
under the Securities Act of 1933, as amended (the "Securities Act"), or under
any similar Federal statute then in effect, or any rules or regulations
thereunder, and/or to comply with the laws, rules and regulations of any state
regulating the sale of securities, the Pledgor shall, upon the request of the
Pledgee, as expeditiously as possible and in good faith, use its best efforts to
cause each Company to effect and continue such registration, qualification and
compliance. The Pledgor further shall, and shall cause each Company to,
indemnify and hold harmless the Pledgee and any underwriter from and against any
claims and liabilities caused by any untrue statement of a material fact or
omission to state a material fact required to be stated in any registration
statement, offering circular or prospectus used in connection with such
registration, qualification or compliance, or necessary to make the statements
therein not misleading, except insofar as such claims or liabilities are caused
by any untrue statement or omission based upon or in conformity with information
furnished by the Pledgee expressly for the purpose of inclusion in such
registration statement, offering circular or prospectus.
(ii) Notwithstanding the foregoing, the Pledgor recognizes
that the Pledgee may be unable to effect a public sale of all or a part of the
Pledged Collateral or that it may be commercially unreasonable to do so, and may
find it appropriate or necessary to resort to one or more private sales to a
restricted group of purchasers who will be obligated to agree, among other
things, to acquire such securities for their own account, for investment and not
with a view to the distribution or resale thereof. The Pledgor acknowledges
that any such private sales may be at places and on terms less favorable to the
seller than if sold at public sales and agrees that such private sales shall not
by reason thereof be deemed to have been made in a commercially unreasonable
manner, and that the Pledgee shall have no obligation to delay the sale of any
such securities for the period of time necessary to permit the issuer of such
securities to register such securities for public
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sale under the Securities Act or any other applicable securities law.
(iii) The Pledgee shall be authorized at any sale to
restrict the prospective bidders or purchasers to Persons who will be eligible
to hold or control the applicable Licenses under FCC and other governmental
regulations, the terms of the Licenses and other applicable law, rules and
regulations.
(iv) The Pledgee may take all such further acts as it may
in its reasonable discretion deem necessary or advisable for the Pledgee's or
the Banks' protection or for compliance with any provision of law, even if such
act might, whether by limiting the market or by adding to the costs of sale or
otherwise, reduce prices that might otherwise be obtained for the Pledged
Collateral being sold or otherwise restrict the net proceeds available from the
sale thereof. Upon consummation of any such sale, the Pledgee shall have the
right to assign, transfer, endorse and deliver to the purchaser or purchasers
thereof the Pledged Collateral so sold. Each such purchaser at any such sale
shall hold the property sold absolutely free from any claim or right on the part
of the Pledgor, and the Pledgor hereby waives, to the full extent permitted by
law, all rights of redemption, stay or appraisal which the Pledgor now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted. For purposes of this Section 6.2, an agreement to sell
all or any part of the Pledged Collateral shall be treated as a sale of such
Pledged Collateral, and the Pledgee shall be free to carry out the sale of any
Pledged Collateral pursuant to any such agreement and the Pledgor shall not be
entitled to the return of any such Pledged Collateral subject thereto,
notwithstanding that after the Pledgee shall have entered into such an
agreement, all Events of Default may have been remedied.
(c) The proceeds of any sale, collection or other realization
upon or of the Pledged Collateral shall be applied (i) first, to the actual
expenses incurred by the Pledgee in connection with this Agreement or the
exercise of any right or remedy hereunder, or any sale or disposition,
including, without limitation, the expenses of taking, holding, advertising and
preparing the Pledged Collateral for sale or disposition, the expenses incurred
in registering the Pledged Collateral as provided in Section 6.2(b)(i), all
court costs and the Pledgee's reasonable attorneys' fees, (ii) next, to all
advances made by the Pledgee hereunder for the account of the Pledgor and all
costs and expenses paid or incurred by the Pledgee in connection with this
Agreement or any right or remedy hereunder, (iii) next,
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pro rata to the Banks, to the principal of and interest on the Notes and all
other Pledge Obligations, and (iv) lastly, any surplus to the Pledgor, except as
otherwise required by law or as a court of competent jurisdiction may otherwise
direct. The Pledgor and each other Person which may become liable on or with
respect to the Notes shall nevertheless remain liable for any deficiency.
6.3 RIGHTS CUMULATIVE. The rights and the remedies provided in this
Agreement are cumulative and in addition to any rights and remedies which the
Pledgee may have under the Loan Agreement, the Notes, any other Collateral
Document or at law (including, without limitation, under the Uniform Commercial
Code) or in equity.
7. WAIVER. The Pledgor hereby waives, releases and discharges, to
the full extent permitted by law, any right which it has or may have at law, in
equity or by statute, to require the Pledgee to pursue or otherwise avail itself
of any rights or remedies which it has or may have against any Company or any
other Person with respect to the payment of the Notes or performance of the
terms, covenants and conditions of the Loan Agreement and Collateral Documents
or to pursue or exhaust any of its rights or remedies with respect to any other
security for the satisfaction of the Pledge Obligations or the performance of
the terms, covenants and conditions of the Loan Agreement. The Pledgor hereby
waives and releases any right of marshaling of assets which it might otherwise
have.
8. PLEDGOR'S RIGHT OF SUBROGATION OR REIMBURSEMENT. The Pledgor
shall not have any right of subrogation or reimbursement with respect to the
Loan Agreement, the Notes or any other Collateral Document unless and until such
time as the Pledgee and the Banks shall have received indefeasible payment in
full in cash of all principal of and interest owed to them with respect to the
Loan Agreement and the Notes and of all other Pledge Obligations.
9. EVENT OF DEFAULT DEFINED. The occurrence of any "Event of
Default", as defined in the Loan Agreement, shall be an "Event of Default" under
this Agreement.
10. THE PLEDGEE APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby
irrevocably constitutes and appoints the Pledgee as its attorney-in-fact,
effective upon, and during the continuance of, an Event of Default, with full
power of substitution, for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument
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which the Pledgee may deem necessary or advisable to accomplish the purposes
hereof, which appointment is irrevocable and coupled with an interest. Without
limiting the generality of the foregoing, the Pledgee shall have the right with
full power of substitution, either in the name of the Pledgee or in the name of
the Pledgor, effective upon, and during the continuance of, an Event of Default,
to ask for, demand, sue for, collect, review, receipt and give acquittance for
any and all moneys due or to become due by virtue of any Pledged Collateral, to
endorse checks, drafts, orders and other instruments for the payment of money
payable to the Pledgor representing any interest or dividend or other
distribution payable in respect of the Pledged Collateral or any part thereof or
on account thereof, and to sell, assign, endorse, pledge, transfer and make any
agreement respecting, or otherwise deal with, the same; PROVIDED, HOWEVER, that
nothing herein contained shall be construed as requiring or obligating the
Pledgee to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by it, or to present or file any claim or
notice, or take any action with respect to the Pledged Collateral or any part
thereof or the moneys due or to become due in respect thereof or any property
covered thereby, and no action taken by the Pledgee or omitted to be taken with
respect to the Pledged Collateral or any part thereof shall give rise to any
defense, counterclaim or offset in favor of the Pledgor or to any claim or
action against the Pledgee or the Banks, except for the gross negligence or
willful misconduct of the Pledgee or such Bank as finally determined by a court
of competent jurisdiction.
11. DISCHARGE OF THE PLEDGOR. At such time as all of the principal
of and interest on the Notes, together with any and all other Pledge Obligations
shall have been fully, irrevocably and indefeasibly paid in cash and satisfied,
and the Pledgee and the Banks shall not have any further obligations or
commitments under the Loan Agreement, then all rights and interests in such
Pledged Collateral as shall not have been sold or otherwise applied by the
Pledgee pursuant to the terms hereof and shall still be held by it shall
forthwith be transferred and delivered, together with any termination statements
or other instruments necessary to evidence the termination of the interests of
the Pledgee therein, without recourse or representation, to the Pledgor at the
Pledgor's expense, and the right, title and interest of the Pledgee therein
shall cease. Notwithstanding the foregoing, this Agreement shall continue to be
effective or be reinstated and relate back to such time as though this Agreement
had always been in effect, as the case may be, if at any time any amount
received by the Pledgee or any Bank in respect of the Pledge Obligations is
rescinded or must otherwise be restored or
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returned by the Pledgee or such Bank upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Company or the Pledgor or any
Affiliate of any Company or the Pledgor or upon the appointment of any
intervenor or conservator of, or trustee or similar official for, any Company or
the Pledgor or any Affiliate of any Company or the Pledgor or any substantial
part of its properties, or otherwise, all as though such payments had not been
made.
12. NOTICES. All notices, demands and requests required or permitted
to be given under the provisions of this Agreement shall be in writing and shall
be deemed to have been duly delivered and received if given in accordance with
the provisions of the Loan Agreement with the address of the Pledgor being as
set forth following its signature on the signature page of this Agreement.
13. REIMBURSEMENT OF THE PLEDGEE.
13.1 INDEMNITY. The Pledgor hereby agrees to indemnify and hold
harmless the Pledgee, the Banks and their respective officers, directors,
employees and agents (to the full extent permitted by law) from and against any
and all claims, demands, losses, judgments and liabilities (including
liabilities for penalties) of any nature whatsoever, and to reimburse the
Pledgee, the Banks and their respective officers, directors, employees and
agents, for all costs and expenses, including legal fees and disbursements,
growing out of or resulting from the Pledgor's breach of, or failure to perform,
this Agreement. In no event shall the Pledgee or any Bank be liable to the
Pledgor for any action, matter or thing in connection with this Agreement other
than gross negligence or willful misconduct as determined by a final non-
appealable judgment of a court of competent jurisdiction and to account for
moneys or Pledged Collateral actually received by the Pledgee in accordance with
the terms hereof.
13.2 ACTION FOR THE PLEDGOR. If the Pledgor shall fail to do any act
or thing which it has covenanted to do hereunder or if any representation or
warranty of the Pledgor hereunder shall be breached, the Pledgee may (but shall
not be obligated to) do the same or cause it to be done, or remedy any such
breach, and there shall be added to the Pledge Obligations the cost or expense
incurred by the Pledgee in so doing, and any and all amounts expended by the
Pledgee in taking any such action shall be secured by this Agreement and shall
bear interest at the Default Interest Rate.
- 14 -
14. FURTHER ASSURANCES. The Pledgor shall join with the Pledgee in
executing, at the Pledgor's expense, such notices, financing statements or other
documents or instruments, in form and substance reasonably satisfactory to the
Pledgee, as the Pledgee may deem to be necessary or appropriate for the
perfection of the security interests of the Pledgee hereunder. In addition, the
Pledgor shall do such further acts and things and execute and deliver to the
Pledgee such additional conveyances, assignments, agreements, financing
statements and instruments as the Pledgee may at any time and from time to time
reasonably request in connection with the administration and enforcement of this
Agreement or relative to the Pledged Collateral or any part thereof or in order
to assure and confirm unto the Pledgee its rights, powers and remedies
hereunder.
15. REGISTRATION OF PLEDGE. The Pledgor hereby agrees, to the extent
necessary to perfect the Pledgee's Lien in the Pledged Collateral, to request
and direct each Company to register on the books of such Company the security
interests and pledge granted by the Pledgor to the Pledgee pursuant to this
Agreement.
16. NO WAIVER; SECURITY INTEREST ABSOLUTE. No failure on the part of
the Pledgee to exercise, and no delay on its part in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or the further exercise thereof or the exercise of any other right, power or
remedy. All remedies hereunder are cumulative and are not exclusive of any
other remedies at law or in equity. All rights of the Pledgee, the security
interests granted hereunder, and all obligations of the Pledgor hereunder, shall
be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Loan
Agreement, the Notes, any other Collateral Document, any other related
instrument or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in
any other term in respect of, or any increase in the amount of, all or any of
the Pledge Obligations, or any other amendment or waiver of any term of, or any
consent to any departure from any requirement of, the Loan Agreement, the Notes,
any other Collateral Document or any other related instrument; or
(c) any exchange or release of, or non-perfection of any Lien or
security on or in, any other collateral, or any
- 15 -
release or amendment or waiver of any term of, or any consent to any departure
from any requirement of, the Loan Agreement, any other Collateral Document or
any guarantee, for all or any of the Pledge Obligations.
17. FCC AND OTHER LICENSING AUTHORITY COMPLIANCE.
(a) Notwithstanding any other provision of this Agreement, any
foreclosure on, sale, transfer or other disposition of, or the exercise of any
right to vote or consent with respect to, any of the Pledged Collateral as
provided herein or any other action taken or proposed to be taken by the Pledgee
hereunder which would affect the operational, voting or other control of the
Pledgor or any or its Subsidiaries which holds any FCC License shall be made in
accordance with the Communications Act of 1934, as amended, the terms of any
applicable Licenses and any other applicable law, rules and regulations.
(b) If an Event of Default shall have occurred and be
continuing, the Pledgor shall take any action which the Pledgee may request in
the exercise of its rights and remedies under this Agreement in order to
transfer and assign to the Pledgee, any Bank, or to such one or more third
parties as the Pledgee may designate, or to a combination of the foregoing, any
or all of the Pledged Collateral. To enforce the provisions of this Section,
the Pledgee is empowered to seek from the FCC and any other Licensing Authority,
to the extent required, consent to or approval of an involuntary transfer of
control of the Pledgor and any of its Subsidiaries which holds an FCC License
for the purpose of seeking a bona fide purchaser to whom control will ultimately
be transferred. The Pledgor hereby agrees to authorize such an involuntary
transfer of control upon the request of the Pledgee and, without limiting any
rights of the Pledgee under this Agreement, authorize the Pledgee to nominate a
trustee or receiver to assume control, subject only to any required judicial,
FCC and other governmental consent, of the Pledgor or any such Subsidiary
pending and in order to effectuate the transactions contemplated by Section 6.2.
Such trustee or receiver shall have all the rights and powers as provided to it
by law, court order or to the Pledgee under this Agreement. The Pledgor shall
cooperate fully and cause each of its Subsidiaries to cooperate fully in
obtaining any required consent of the FCC or any other governmental body
required to effectuate the foregoing. The Pledgor shall further use its best
efforts to assist in obtaining any consent or approval of the FCC and any other
governmental body, if required, for any action or transactions contemplated by
this Agreement, including, without limitation, the preparation, execution and
filing with the FCC of
- 16 -
the assignor's or transferor's portion of any application or applications for
consent to the assignment of the Pledgor's or any of its Subsidiaries' FCC
Licenses or the transfer of control necessary or appropriate under the FCC's
rules and regulations for approval of the transfer or assignment of any portion
of such FCC Licenses or the Pledged Collateral.
(c) The Pledgor acknowledges that consent of the FCC and any
other governmental body for transfer of control of the Licenses of the Pledgor
or any or its Subsidiaries is integral to the Pledgee's realization of the value
of the Pledged Collateral, that there is no adequate remedy at law for failure
by the Pledgor to comply with the provisions of this Section and that such
failure would not be adequately compensable in damages, and therefore agrees
that the agreements contained in this Section may be specifically enforced.
(d) Notwithstanding anything to the contrary contained in this
Agreement, the Pledgee shall not, without first obtaining any consent or
approval of the FCC and any other applicable governmental body, take any action
pursuant to this Agreement which would constitute or result in any change of
control of the Pledgor or any of its Subsidiaries which holds an FCC License if
any such change in control would require, under then existing law, the prior
approval of the FCC or such other governmental body.
(e) Notwithstanding anything herein to the contrary, prior to
the occurrence of an Event of Default and receipt of consent of the FCC and any
other applicable governmental body to the transfer of control of the Pledgor or
any of its Subsidiaries which holds an FCC License, this Agreement and the
transactions contemplated hereby do not and will not constitute, create, or have
the effect of constituting or creating, directly or indirectly, actual or
practical ownership of the Pledgor or any such Subsidiary by the Pledgee or any
of the Banks or control, affirmative or negative, direct or indirect, by the
Pledgee or any of the Banks over the management or any other aspect of the
operation of the Pledgor or any such Subsidiary, which ownership and control
remain exclusively and at all times in the Pledgor and such Subsidiary, as the
case may be.
18. RESTRICTIONS ON TRANSFERS OF STOCK NOT APPLICABLE. The Pledgor
hereby agrees that the pledge of the Pledged Collateral to the Pledgee hereunder
and the sale of the Pledged Collateral by the Pledgee in accordance with the
provisions of this Agreement shall be free from restrictions on the transfer of
capital stock or other equity interests of each Company, if any,
- 17 -
contained in the Certificate or Articles of Incorporation, By-Laws or other
organizational document of such Company or in any agreement among the
stockholders of such Company. The Pledgor hereby consents to the exercise by
the Pledgee of any of its rights and remedies hereunder upon the occurrence and
during the continuance of an Event of Default and agrees that the Pledgee shall
have the right to exercise such rights and remedies in accordance with the terms
hereof upon the occurrence and during the continuance of an Event of Default
notwithstanding any restrictions set forth in the Certificate or Articles of
Incorporation, By-Laws or other organizational document of any Company or in any
agreement among the stockholders of any Company.
19. MODIFICATION. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Pledgor and the Pledgee. No waiver or any single breach
or default under this Agreement shall be deemed a waiver of any other breach or
default.
20. SUCCESSORS AND ASSIGNS. Subject to the limitations upon the
sale, lease, transfer or other disposition of the Pledged Collateral by the
Pledgor set forth herein and in the Loan Agreement, all of the covenants,
conditions and agreements herein contained shall be binding upon the Pledgor and
its successors and assigns; PROVIDED, HOWEVER, that the Pledgor may not assign
or transfer any of its rights or obligations hereunder without the prior written
consent of all the Banks and the Pledgee. This Agreement shall inure to the
benefit of the permitted successors and assigns of the Pledgee and the Banks,
and, in the event of any transfer or assignment of rights by the Pledgee or the
Banks, the rights and privileges herein conferred upon the transferring Pledgee
or Bank shall automatically extend to and be vested in such permitted transferee
or assignee, all subject to the terms and conditions hereof.
21. GOVERNING LAW. THIS AGREEMENT AND THE DUTIES, RIGHTS, POWERS AND
REMEDIES OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO ANY CONFLICTS OF
LAWS PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY
DISCUSSED BY THE PLEDGEE AND THE PLEDGOR AND SHALL BE SUBJECT TO NO EXCEPTIONS.
THE PLEDGOR HAS MADE THIS CHOICE OF GOVERNING LAW KNOWINGLY AND WILLINGLY AND
AFTER CONSULTING WITH ITS COUNSEL. NEITHER THE PLEDGEE NOR THE PLEDGOR HAS
AGREED WITH OR
- 18 -
REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
22. ENFORCEMENT. THE PLEDGOR (A) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE STATE COURTS OF THE STATE OF OHIO AND TO THE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO, FOR THE
PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR THE BANKS OR
THEIR SUCCESSORS OR ASSIGNS AND (B) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY
WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF
THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR
EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT,
AND (C) HEREBY WAIVES AND AGREES NOT TO SEEK ANY REVIEW BY ANY COURT OF ANY
OTHER JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF THE
JUDGMENT OF ANY SUCH OHIO STATE OR FEDERAL COURT. THE PLEDGOR HEREBY CONSENTS
TO SERVICE OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO
BE GIVEN. THE PLEDGOR AGREES THAT ITS SUBMISSION TO JURISDICTION AND ITS
CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE
AGENT AND THE BANKS. FINAL JUDGMENT AGAINST THE PLEDGOR IN ANY SUCH ACTION,
SUIT OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT, ACTION OR
PROCEEDING ON THE JUDGMENT, OR IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO
THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT OR THE
BANKS MAY AT THEIR OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS,
AGAINST THE PLEDGOR OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE
UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE PLEDGOR, OR SUCH ASSETS, MAY
BE FOUND.
23. JURY TRIAL WAIVER. THE PLEDGOR AND THE PLEDGEE EACH WAIVES
IRREVOCABLY, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN THE PLEDGEE OR ANY BANK AND THE PLEDGOR ARISING OUT OF, IN
CONNECTION WITH, RELATING TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE NOTES OR OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS RELATED HERETO. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE TRANSACTIONS
- 19 -
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
THE PLEDGOR AND THE PLEDGEE ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PLEDGOR AND THE
PLEDGEE FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (UNLESS
EXPRESSLY MODIFIED IN WRITING BY ALL PARIES HERETO), AND THE WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
24. SEPARABILITY. If any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of all remaining provisions shall not in
any way be affected or impaired. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
25. AGENT. The parties hereby acknowledge and reaffirm that the
Pledgee has been designated to act as agent for the Banks. All rights and
remedies of the Pledgee hereunder may be exercised by the Pledgee on behalf of,
and as agent for, the Banks. The Banks may, pursuant to the terms of the Loan
Agreement, appoint a successor agent, who shall, upon appointment, succeed to
all the rights and obligations of the Pledgee hereunder. The Pledgor
acknowledges that the rights of the Pledgee hereunder are for the benefit of
each Bank, and that, upon the termination of the appointment of an agent under
the Loan Agreement and the failure of the Banks to appoint a successor agent
thereunder, the rights of the Pledgee under the covenants, conditions and
agreements hereof shall inure to the benefit of the Banks. At any time or
times, in order to comply with any legal requirement in any jurisdiction, the
Pledgee may in good faith appoint one or more other Persons, either to act as
co-agent or co-agents, jointly with the Pledgee, or to act as separate agent or
agents on behalf of the Pledgee and the holders of the Pledge Obligations, with
such power and authority as may be necessary for the effectual operation of the
provisions hereof and may be specified in the instrument or appointment (which
may,
- 20 -
in the discretion of the Pledgee, include provisions for the protection of such
co-agent or separate agent similar to the provisions herein).
26. SECTION HEADINGS. The section headings contained herein are for
reference only and shall not in any way affect the meaning and interpretation of
this Agreement.
27. PRONOUNS. Any pronoun used herein shall be construed in the
person, number and gender which is appropriate in the context.
28. COUNTERPARTS. This Agreement may be executed in any number of
counterparts or duplicate originals, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
- 21 -
IN WITNESS WHEREOF, the parties have caused this Borrower Pledge
Agreement to be executed on the date first above written.
PLEDGOR:
GRAY COMMUNICATIONS SYSTEMS, INC.
By: /s/ Robert A. Beizer
___________________________
Name : Robert A. Beizer
Title: Vice President/Secretary
Address: 126 North Washington Street
Albany, Georgia 31701
Attention: William A. Fielder, III
PLEDGEE:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Jason R. Weaver
___________________________
Name : Jason R. Weaver
Title: Assistant Vice President
Address: 127 Public Square
Cleveland, Ohio 44114
Attn: Media Finance Division
- 22 -
AGREEMENT OF THE COMPANIES
In order to induce the Pledgee and the Banks to enter into the Loan
Agreement, and knowing they are doing so in reliance hereupon, each Company is
executing this instrument.
Each Company hereby acknowledges the directions of the Pledgor
pursuant to Section 1.2 and Section 15 of the Borrower Pledge Agreement and
agrees to abide thereby.
Each Company represents and warrants to the Pledgee that (i) the
security interests and the pledge granted by the Pledgor to the Pledgee pursuant
to the Borrower Pledge Agreement have been duly registered on the books of such
Company and (ii) it has received no notice of, and has no knowledge of, any
other assignment of, or Lien upon, all or any part of the Pledged Collateral.
Defined terms used in this instrument shall have the respective
meanings ascribed to them in the Borrower Pledge Agreement.
IN WITNESS WHEREOF, the Companies have caused this instrument to be
executed as of the date of the Borrower Pledge Agreement.
COMPANIES:
THE ALBANY HERALD PUBLISHING COMPANY, INC
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
GRAY KENTUCKY TELEVISION, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
GRAY REAL ESTATE & DEVELOPMENT COMPANY
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
GRAY TELEVISION MANAGEMENT, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
GRAY TRANSPORTATION COMPANY, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
PORTA-PHONE PAGING, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
PORTA-PHONE PAGING LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
THE ROCKDALE CITIZEN PUBLISHING COMPANY
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
THE SOUTHWEST GEORGIA SHOPPER, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
- 2 -
WALB LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WALB-TV, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WCTV LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WCTV OPERATING CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WJHG LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
- 3 -
WJHG-TV, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WKYT LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WRDW LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WRDW-TV, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WVLT LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
WVLT-TV, INC.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
- 4 -
WYMT LICENSEE CORP.
By: /s/ Robert A. Beizer
___________________________
Name: Robert A. Beizer
Its : Secretary
- 5 -
EXHIBIT A
Name of Company: The Albany Herald Publishing
Executive Office: Company, Inc.
Principal Place of Business/Chief 126 N. Washington St.
Executive Office: Albany, Georgia 31701
Number of Shares: 500,000
Class of Shares: Common
Certificate Number: 1
Name of Company: Gray Kentucky Television, Inc.
Principal Place of Business/Chief 2851 Winchester Road
Executive Office: Lexington, Kentucky 40509
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: Gray Real Estate & Development
Company
Principal Place of Business/Chief 126 N. Washington Street
Executive Office: Albany, Georgia 31701
Number of Shares: 1,000
Class of Shares: Common
Certificate Number 1
Name of Company: Gray Television Management, Inc.
Principal Place of Business/Chief 900 Market Street
Executive Office: Suite 200
Wilmington, Delaware 19801
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: Gray Transportation Company, Inc.
Principal Place of Business/Chief 126 N. Washington Street
Executive Office: Albany, Georgia 31701
Number of Shares: 250
Class of Shares: Common
Certificate Number:
Name of Company: Porta-Phone Paging, Inc.
Principal Place of Business/Chief 229 Peachtree Street, N.E.
Executive Office: Suite 2300
Atlanta, Georgia 30303
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: Porta-Phone Paging Licensee
Corp.
Principal Place of Business/Chief 900 Market Street
Executive Office: Suite 200
Wilmington, Delaware 19801
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: The Rockdale Citizen Publishing Company
Principal Place of Business/Chief 969 S. Main Street
Executive Office: Conyers, Georgia 30207
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
- 2 -
Name of Company: The Southwest Georgia Shopper,
Inc.
Principal Place of Business/Chief 126 N. Washington Street
Executive Office: Albany, Georgia 31701
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WALB-TV, Inc.
Principal Place of Business/Chief 1709 Stuart Avenue
Executive Office: Albany, Georgia 31707
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WCTV Licensee Corp.
Principal Place of Business/Chief 900 Market Street
Executive Office: Suite 200
Wilmington, Delaware 19801
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WCTV Operating Corp.
Principal Place of Business/Chief 229 Peachtree Street, N.W.
Executive Office: Suite 2300
Atlanta, Georgia 30303
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WJHG-TV, Inc.
- 3 -
Principal Place of Business/Chief 8195 Front Beach Road
Executive Office: Panama City, Florida 32407
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WRDW-TV, Inc.
Principal Place of Business/Chief 1301 Georgia Avenue
Executive Office: North Augusta, South Carolina
29841
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WKXT Licensee Corp.
Principal Place of Business/Chief 900 Market Street
Executive Office: Suite 200
Wilmington, Delaware 19801
Number of Shares: 10,000
Class of Shares: Common
Certificate Number: 1
Name of Company: WKXT-TV, Inc.
Principal Place of Business/Chief 229 Peachtree Street, N.E.
Executive Office: Suite 2300
Atlanta, Georgia 31707
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
- 4 -
Name of Company: WYMT Licensee Corp.
Principal Place of Business/Chief 900 Market Street
Executive Office: Suite 200
Wilmington, Delaware 19801
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
- 5 -