Exhibit 4.8
FIRST AMENDMENT TO LOAN AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of
September 8, 1997, by and among GRAY COMMUNICATIONS SYSTEMS, INC., a Georgia
corporation (the "Borrower"), the FINANCIAL INSTITUTIONS listed on the signature
pages hereof (the "Banks"), NATIONSBANK, N.A. (SOUTH), as co-agent, and KEYBANK
NATIONAL ASSOCIATION, as agent (the "Agent").
RECITALS
A. The Borrower, the Agent, the Co-Agent and the Banks entered into a
Loan Agreement dated as of September 23, 1996 (the "Original Agreement"),
pursuant to which the Banks agreed to make available to the Borrower loans of up
to $53,500,000 on a reducing revolving credit basis and $71,500,000 on a
revolving credit converting to a term loan basis. The Original Agreement, as
amended hereby, may be referred to hereinafter as the "Loan Agreement."
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Loan Agreement.
B. The Borrower desires to extend the Conversion Date of the Term Loans
until December 31, 1999, extend the Termination Date of all of the Loans until
June 30, 2004, reduce the Applicable Margin, revise certain of the financial
covenants and make certain other changes in the Original Agreement. Subject to
the terms and conditions of this Amendment, the Agent, the Co Agent and the
Banks have agreed to such requests.
AGREEMENTS
In consideration of the foregoing Recitals and of the covenants and
representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Agent, the Co-Agent and the Banks agree as follows:
1. Amendments. Subject to the satisfaction of the conditions set
forth in Section 2 of this Amendment, the Original Agreement
shall be amended as follows:
(a) The definition of the term "Applicable Margin" in
Section 1.1 shall be amended in its entirety to read
as follows:
"Applicable Margin" means, as of any date of
determination, the percentage determined from the following
table based upon the Leverage Ratio:
Leverage Ratio: Applicable Applicable
Margin for Margin for
Base Rate LIBOR
Loans: Loans:
Greater than 6.25:1.0 but 0.50% 2.25%
less than or equal to
6.50:1.0
Greater than 6.00:1.0 but 0.25% 2.00%
less than or equal to
6.25:1.0
Greater than 5.50:1.0 but 0.00% 1.75%
less than or equal to
6.00:1.0
Greater than 5.00:1.0 but 0.00% 1.50%
less than or equal to
5.50:1.0
Greater than 4.50:1.0 but 0.00% 1.25%
less than or equal to
5:00:1.0
Greater than 4.00:1.0 but 0.00% 1.00%
less than or equal to
4.50:1.0
Less than or equal 0.00% 0.75%
4.0:1.0
(b) The definition of the term "Conversion Date" in Section
1.1 shall be amended in its entirety to read as follows: "Conversion Date" means
December 31, 1999."
(c) The definition of the term "Termination Date" in Section
1.1 shall be amended in its entirety to read as follows: "Termination Date"
means June 30, 2004."
(d) Section 1.1 shall be amended by adding the following
definition in proper alphabetical order:
"First Amendment" means the First Amendment to Loan
Agreement dated as of September 8, 1997, among the Borrower,
the Agent, the Co-Agent and the Banks.
(e) Section 2.1(b) shall be amended in its entirety to read
as follows:
(b) On each date set forth in the table below, the
Revolving Commitment shall automatically reduce by the amount
set forth for such date in such table:
Calendar March 31 June 30 September December 31
Year 30
1998 $1,839,062 $1,839,062 $1,839,063 $1,839,063
1999 $2,006,250 $2,006,250 $2,006,250 $2,006,250
2000 $2,006,250 $2,006,250 $2,006,250 $2,006,250
2001 $2,006,250 $2,006,250 $2,006,250 $2,006,250
2002 $2,006,250 $2,006,250 $2,006,250 $2,006,250
2003 $2,340,625 $2,340,625 $2,340,625 $2,340,625
2004 $2,340,625 $2,340,625
(f) Section 2.2(d) shall be amended by deleting the table
that is set forth therein and replacing it with the following table:
Calendar Year March 31 June 30 September 30 December 31
1999 0.0% 0.0% 0.0% 2.5%
2000 2.5% 2.5% 2.5% 2.5%
2001 3.75% 3.75% 3.75% 3.75%
2002 3.75% 3.75% 3.75% 3.75%
2003 3.75% 3.75% 3.75% 3.75%
2004 3.75% all
remaining
principal
(g) Section 2.6(a) shall be amended in its entirety to read as
follows:
(a) Commitment Fees. The Borrower shall pay to the
Agent for the benefit of the Banks a non-refundable commitment
fee of 1/2% per annum for periods prior to the effective date
of the First Amendment and 3/8% per annum for periods
commencing on or after the effective date of the First
Amendment (based on a year having 360 days and actual days
elapsed) on the excess of the aggregate average daily
undisbursed amount of each Commitment over the aggregate
stated amount of the Letters of Credit then outstanding issued
under such Commitment;
provided, however, that the commitment fee shall be 1/4% per
annum for any day on which the Leverage Ratio is less than or
equal to 4.5 to 1.0. Such commitment fee shall (i) commence to
accrue as of the date hereof and continue for each day to and
including the Termination Date, with respect to the Revolving
Commitment, and to and including the Conversion Date, with
respect to the Term Commitment, (ii) be in addition to any
other fee required by the terms and conditions of this
Agreement, (iii) be payable quarterly in arrears on each
Quarterly Date and, with respect to the Revolving Commitment,
on the date the Revolving Commitment is terminated, and, with
respect to the Term Commitment, on the date the Term
commitment is terminated, and (iv) be shared by the Banks in
accordance with their Ratable Shares.
(h) Section 2.16 shall be amended by deleting the reference
to "December 31, 1998" in the second line thereof and replacing it with a
reference to "December 31, 1999."
(i) Section 8.1 shall be amended (i) by deleting the
reference to "$150,000,000" in clause (f) thereof and replacing it with a
reference to "$160,000,000," and (ii) by adding a new clause (h) at the end
thereof which shall read as follows:
(h) unsecured Indebtedness incurred by WALB-TV, Inc.
pursuant to a line of credit in an aggregate principal amount
not to exceed $1,000,000,which shall be guaranteed by the
Borrower.
(j) Section 8.3 shall be amended by adding at the end thereof
a new clause (f) which shall read as follows: "and (f) a guaranty by the
Borrower of Indebtedness incurred by WALB TV, Inc., to the extent permitted
pursuant to Section 8.1(h)."
(k) Section 8.7 shall be amended in its entirety to read as
follows:
8.7 Capital Expenditures. The Borrower and its
Subsidiaries shall not make Capital Expenditures (i) in either
of calendar years 1997 or 1998 which exceed in the aggregate
for such year $10,000,000, or (ii) in any calendar year after
1998 which exceed in the aggregate for such year $7,500,000
(the amount permitted in any year pursuant to this sentence
being referred to as the "Base Amount" for such year). The
Base Amount for each year shall be increased by an amount
equal to the product of $500,000 times the net increase in the
number of television stations and Newspapers owned by the
Borrower and its Subsidiaries as of the end of such year over
the number of television stations and Newspapers owned by the
Borrower and its Subsidiaries as of the date of the First
Amendment. If the Base Amount for any year exceeds the
aggregate amount of Capital Expenditures actually made by the
Borrower and its Subsidiaries in such year (such excess being
referred to as the "Excess Amount"), then the Borrower and its
Subsidiaries may make Capital Expenditures in the immediately
succeeding year (but not in any year thereafter) in excess of
the Base Amount for
such succeeding year in an amount not to exceed the lesser of
$1,000,000 and the Excess Amount for the prior year.
(1) Section 8.9(a) shall be amended by adding a new paragraph
(v) at the end thereof which shall read as follows:
(v) The Borrower may, from and after November 21,
1996, make open market purchases of up to 1,000,000 shares in
the aggregate of its Class A and Class B Common Stock, so long
as no Possible Default or Event of Default exists at the time
of making any such purchase or would exist after giving effect
thereto and prior to making any such purchase, the Borrower
shall have delivered to the Agent a certificate of its chief
financial officer in form and substance satisfactory to the
Agent which shall contain calculations demonstrating on a pro
forma basis the Borrower's compliance with the financial
covenants set forth in Section 8 after giving effect to such
purchase.
(m) Section 8.13(a) shall be amended in its entirety to read
as follows:
(a) Leverage Ratio. The Borrower shall not permit the
Leverage Ratio at any time during any period listed in Column
A below to be greater than the ratio set forth in Column B
below opposite such period:
Column A Column B
Period: Permitted Ratio:
effective date of the 6.50:1.0
First Amendment through March 31, 1998:
April 1, 1998, through December 31, 1998: 6.25:1.0
January 1, 1999, through September 30, 1999: 6.00:1.0
October 1, 1999, through June 30, 2000: 5.75:1.0
July 1, 2000, through March 31, 2001: 5.50:1.0
April 1, 2001, through December 31, 2001: 5.25:1.0
January 1, 2002, and thereafter: 5.00:1.0
(n) Section 8.13(c) shall be amended in its entirety to read
as follows:
(c) Operating Cash Flow to Interest Expense.
The Borrower shall not permit the ratio of Operating
Cash Flow for any four fiscal quarter period ending on
or prior to September 30, 1998, to Interest Expense for
such four quarter period to be less than 1.40 to 1.00;
the Borrower shall not permit the ratio of Operating
Cash Flow for any four fiscal quarter period ending
after September 30, 1998, but on or before September
30, 2000, to Interest Expense for such four quarter
period to be less than 1.50 to 1.00; and the Borrower
shall not permit the ratio of Operating Cash Flow for
any four fiscal quarter period ending after September
30, 2000, to Interest Expense for such four quarter
period to be less than 2.00 to 1.00.
(o) Section 8.13(d) shall be amended in its entirety to read
as follows:
(d) Pro Forma Debt Service Coverage Ratio.
The Borrower shall not permit the ratio of Operating
Cash Flow for any four fiscal quarter period ending on
or prior to September 30, 1998, to Pro Forma Debt
Service as of the end of such four quarter period to be
less than 1.10 to 1.00; the Borrower shall not permit
the ratio of Operating Cash Flow for any four fiscal
quarter period ending after September 30, 1998, but on
or prior to September 30, 2001, to Pro Forma Debt
Service as of the end of such four quarter period to be
less than 1.15 to 1.00; and the Borrower shall not
permit the ratio of operating Cash Flow for any four
fiscal quarter period ending after September 30, 2001,
to Pro Forma Debt Service as of the end of such four
quarter period to be less than 1.20 to 1.00.
(p) Section 11.10 shall be amended in its entirety to read as
follows:
11.10 Successor Agent.
(a) The Agent may, without the consent of the
Borrower or the other Banks, assign its rights and
obligations as Agent hereunder and under the Collateral
Documents to any wholly owned subsidiary of the Agent
which has capital and retained earnings of at least
$500,000,000, and upon such assignment, the former
Agent shall be deemed to have retired, and such wholly
owned subsidiary shall be deemed to be a successor
Agent.
(b) The Agent may resign at any time by giving
written notice thereof to the Banks. Upon any such
resignation, the Majority Banks shall have the right to
appoint a successor Agent. If no successor Agent shall
have been so appointed by the Majority Banks and shall
have accepted such appointment within thirty days after
the notice of resignation, then the
retiring Agent may appoint a successor Agent. Such
successor Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000.
(c) Upon the acceptance of any appointment as the
Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the assigning or
retiring Agent, and the assigning or retiring Agent shall be
discharged from its duties and obligations hereunder. After
any assigning or retiring Agent's resignation hereunder as the
Agent, the provisions of this Section 11 shall continue in
effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent
hereunder.
(q) Section 12.7(d) shall be amended by deleting the reference
to "Section 12.12" in the fourth line from the bottom thereof and replacing it
with a reference to "Section 12.14."
2. Conditions to Effectiveness. The amendments set forth in Section 1
shall be effective on the date on which all of the following conditions are
satisfied:
(a) The Borrower shall have executed and delivered to each
Bank an Amended and Restated Reducing Revolving Credit Note and an Amended and
Restated Term Note (collectively, the "Amended Notes") in the forms attached
hereto as Exhibits A and B.
(b) The Borrower shall have paid all fees and expenses of
the Agent and the Banks and payable pursuant to the terms of the Loan
Agreement, the Fee Letter, this Amendment or any separate agreement between the
Borrower and the Agent.
(c) The Borrower shall have delivered to the Agent a
certified copy of resolutions of the Board of Directors of the Borrower
evidencing approval of the execution, delivery and performance of this
Amendment, the Amended Notes and the other documents and instruments required
pursuant hereto.
(d) The Subsidiaries of the Borrower shall have executed the
Acknowledgment and Agreement attached hereto.
(e) The Borrower shall have delivered to the Agent such other
documents, instruments and opinions as the Agent or any Bank may reasonably
request.
3. Representations, Warranties and Events of Default.
(a) Except as amended hereby, the terms, provisions,
conditions and agreements of the Original Agreement are hereby ratified and
confirmed and shall remain in full force and effect. Each and every
representation and warranty of the Borrower set forth in the
Original Agreement (other than those which by their terms are limited to a
specific date) is hereby confirmed and ratified in all material respects, and
such representations and warranties as so confirmed and ratified shall be deemed
to have been made and undertaken as of the date of this Amendment as well as at
the time they were made and undertaken.
(b) The Borrower represents and warrants that:
i) No Event of Default or Possible Default now exists
or will exist immediately following the execution hereof or after giving effect
to the transactions contemplated hereby.
ii) All necessary corporate or stockholder actions on
the part of the Borrower and its Subsidiaries to authorize the execution,
delivery and performance of this Amendment, the Amended Notes and all other
documents or instruments required pursuant hereto or thereto have been taken;
this Amendment, the Amended Notes and each such other document or instrument
have been duly and validly executed and delivered and are legally valid and
binding upon the Borrower and its Subsidiaries and enforceable in accordance
with their respective terms, except to the extent that the enforceability
thereof may be limited by bankruptcy, insolvency or like laws or by general
equitable principles.
iii) The execution, delivery and performance of this
Amendment, the Amended Notes and all other documents and instruments required
pursuant hereto or thereto, and all actions and transactions contemplated hereby
and thereby will not (A) violate, be in conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under (I) any
provision of the Articles of Incorporation or By-Laws of the Borrower or any of
its Subsidiaries, (II) any arbitration award or any order of any court or of any
other governmental agency or authority, (III) any license, permit or
authorization granted to the Borrower or any of its subsidiaries or under which
the Borrower or any of its Subsidiaries operates, or (IV) any applicable law,
rule, order or regulation, indenture, agreement or other instrument to which the
Borrower or any of its Subsidiaries is a party or by which the Borrower or any
of its Subsidiaries or any of their respective properties is bound and which has
not been waived or consented to, or (B) result in the creation or imposition of
any lien, charge or encumbrance of any nature whatsoever, except as expressly
permitted in the Loan Agreement, upon any of the properties of the Borrower or
any of its subsidiaries.
iv) No consent, approval or authorization of, or
filing, registration or qualification with, any governmental authority
(including, without limitation, the FCC and any other Licensing Authority) is
required to be obtained by the Borrower or any of its Subsidiaries in connection
with the execution, delivery or performance of this Amendment, the Amended Notes
or any document or instrument required in connection herewith or therewith which
has not already been obtained or completed.
4. Affirmation of the Borrower. The Borrower has executed this
Amendment to consent to the amendments to the Original Agreement made pursuant
hereto and to acknowledge
that the security interests and liens granted by the Borrower to the Agent, for
the benefit of the Banks, pursuant to the Borrower Security Agreement, the
Borrower Pledge Agreement, the Mortgages and the other Collateral Documents to
which the Borrower is a party remain in full force and effect and shall continue
to secure all Obligations.
5. Fees and Expenses.
(a) In consideration of the Banks' agreement to the
amendments to the Original Agreement contemplated hereby, the Borrower shall
pay to the Agent, for the benefit of the Banks, on the effective date of this
Amendment an amendment fee in an amount equal to 0.075% of the maximum amount
of the Commitments. The Banks shall share in this amendment fee in accordance
with their respective Ratable Shares.
(b) As required under the Original Agreement, the Borrower
will reimburse the Agent upon demand for all out-of-pocket costs, charges and
expenses of the Agent (including reasonable fees and disbursements of special
counsel to the Agent) in connection with the preparation, negotiation, execution
and delivery of this Amendment and the other agreements or documents relating
hereto or required hereby.
6. Counterparts. This Amendment may be executed in as many counterparts
as may be convenient and shall become binding when the Borrower, the Agent, the
Co-Agent and each Bank have executed at least one counterpart.
7. Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Ohio, without regard to the conflicts of
law provisions thereof.
8. Binding Effect. This Amendment shall be binding upon and shall inure
to the benefit of the Borrower, the Agent, the Co-Agent the Banks and their
respective successors and assigns.
9. Reference to Original Agreement. Except as amended hereby, the
Original Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. On and after the effectiveness of the amendments
to the Original Agreement accomplished hereby, each reference in the original
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference to the original Agreement or the original notes
evidencing the Loans issued pursuant thereto in any Note or other Collateral
Document, or other agreement, document or instrument executed and delivered
pursuant to the Original Agreement, shall be deemed a reference to the Original
Agreement, as amended hereby, or the Amended Notes, as the case may be.
10. No Other Modifications; Same Indebtedness. The modifications
effected by this Amendment and by the other documents and instruments
contemplated hereby shall not be deemed to provide for or effect a repayment and
re-advance of any of the Loans now
outstanding, it being the intention of the Borrower, the Agent and the Banks
that the Loans outstanding under the Original Agreement, as amended by this
Amendment, be and are the same Indebtedness as that owing under the Original
Agreement immediately prior to the effectiveness hereof.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Loan Agreement as of the date first above written.
BORROWER:
GRAY COMMUNICATIONS SYSTEMS, INC.
By: /s/ Robert A. Beizer
Name: Robert A. Beizer
Title: Vice President
BANKS:
KEY CORPORATE CAPITAL INC.
By: /s/ Jason R. Weaver
Name: Jason R. Weaver
Title: Vice President
NATIONSBANK, N.A. (SOUTH)
By: /s/ Melinda M. Bergbom
Name: Melinda M. Bergbom
Title: Senior Vice President
CIBC INC.
By: /s/ Harold Birk
Name: Harold Birk
Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
CORESTATES BANK, N.A.
By: /s/ Charles Brinley
Name: Charles Brinley
Title: Commercial Officer
THE BANK OF NEW YORK
By: /s/ Edward Ryan
Name: Edward Ryan
Title: Senior Vice President
AGENT:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Jason R. Weaver
Name: Jason R. Weaver
Title: Vice President
CO-AGENT:
NATIONSBANK, N.A. (SOUTH)
By: /s/ Melinda M. Bergbom
Name: Melinda M. Bergbom
Title: Senior Vice President
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
WALB LICENSEE CORP.
By: /s/ Ward L. Quaal
Name: Ward L. Quaal
Its: President
WALB-TV, INC.
By: /s/ Ward L. Quaal
Name: Ward L. Quaal
Its: President
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
WITN LICENSEE CORP.
By: /s/ Robert A. Beizer
Name: Robert A. Beizer
Its: Secretary
WITN OPERATING CORP.
By: /s/ Robert A. Beizer
Name: Robert A. Beizer
Its: Secretary
WJHG-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
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
WYMT LICENSEE CORP.
By: /s/ Robert A. Beizer
Name: Robert A. Beizer
Its: Secretary
GULF LINK COMMUNICATIONS, INC.
By: /s/ Robert A. Beizer
Name: Robert A. Beizer
Its: Secretary
EXHIBIT A
AMENDED AND RESTATED REDUCING REVOLVING CREDIT NOTE
$_____________________ September 8, 1997
FOR VALUE RECEIVED, GRAY COMMUNICATIONS SYSTEMS, INC., a Georgia
corporation (the "Maker"), hereby promises to pay to the order of
_______________ (the "Payee"), on or before June 30, 2004, in the manner and at
the place provided in the Loan Agreement, as that term is defined below, the
principal sum of $___________ or if less, the outstanding balance of the
Revolving Loans, as that term is defined in the Loan Agreement described below,
made by the Payee.
The unpaid principal balance of this Note shall bear interest prior to
maturity at the rates determined in accordance with the provisions of that
certain Loan Agreement dated as of September 23, 1996, as amended by the First
Amendment to Loan Agreement, dated as of September 8, 1997, among the Maker,
KeyBank National Association, as Agent, NationsBank, N.A. (South), as Co-Agent,
the Payee and the other financial institutions as may from time to time be
parties thereto (as the same may be amended, modified, extended or restated from
time to time, the "Loan Agreement"). Interest accrued on each Base Rate Loan
shall be paid quarterly in arrears on each Quarterly Date after the date hereof
until such Loan is paid in full and on the date such Loan is paid in full, and
interest accrued on each LIBOR Loan shall be paid on the last day of the
Interest Period thereof and on the date such Loan is paid in full and, in
addition, if such Interest Period has a duration of more than three months,, on
each day that occurs during such Interest Period that is three, six or nine
months from the first day of such Interest Period.
This Note is an amendment and restatement of the Reducing Revolving
Credit Note dated September 30, 1996, of the Maker to the Payee (the "Original
Note") and not a replacement, substitution or repayment thereof. The
indebtedness and liabilities of the Maker under the Original Note evidenced
hereby remain in full force and effect as amended, renewed and extended hereby.
This Note is subject to voluntary and mandatory prepayment in whole or
in part at the times and in the manner specified in the Loan Agreement.
The Payee may, and is hereby authorized by the Borrower to, set forth
on the grid attached hereto, or in other comparable records maintained by it,
the amount of each Revolving Loan, all payments and prepayments of principal and
interest received, the current outstanding principal balance, and other
appropriate information. The aggregate unpaid amount of any Revolving Loan set
forth in any records maintained by the Payee with respect to this Note shall be
presumptive evidence of the principal amount owing and unpaid on this Note.
Failure of the Payee to record the principal amount of any Revolving Loan on the
grid attached hereto shall not limit or otherwise affect the obligation of the
Borrower hereunder to repay the principal amount of such Revolving Loan and all
interest accruing thereon.
This Note evidences indebtedness of the Maker to the Payee arising
under the Loan Agreement, to which reference is hereby made for a statement of
the rights of the Payee and the duties and obligations of the Maker in relation
thereto, but neither this reference to the Loan Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
Maker to pay the principal of and interest on this Note when due.
The principal of and all interest on this Note shall be paid as
provided in the Loan Agreement in immediately available funds constituting
lawful money of the United States of America, not later than 11:00 A.M.
(Cleveland time) on the day when due.
Upon the occurrence of any Event of Default, the entire outstanding
principal amount of each Revolving Loan and (to the extent permitted by law)
unpaid interest thereon and all other amounts due hereunder shall bear interest,
from the date of occurrence of such Event of Default until the earlier of the
date such Revolving Loan is paid in full and the date on which such Event of
Default is cured or waived in writing, at the Default Interest Rate which shall
be payable upon demand.
Subject to the provisions of Section 10 of the Loan Agreement, the
entire unpaid principal balance of this Note, together with all interest accrued
thereon, shall become immediately due and payable upon the occurrence of an
Event of Default. Upon the occurrence of any Event of Default, the holder hereof
shall have all of the rights, powers and remedies provided in the Loan Agreement
or in any Collateral Document or at law or in equity. Failure of the Payee or
any holder of this Note to exercise any such right or remedy available hereunder
or under the Loan Agreement or any Collateral Document or at law or in equity
shall not constitute a waiver of the right to exercise subsequently such option
or such other right or remedy.
The payment of this Note is secured by certain security Agreements,
certain Pledge Agreements, the Guaranty, certain Mortgages and collateral
assignments of leases and certain other Collateral Documents, all as more
fully identified in the Loan Agreement.
To the extent permitted by law, except as otherwise provided herein or
in the Loan Agreement, the Maker and each endorser of this Note, and their
respective heirs, successors, legal representatives and assigns, hereby
severally waive presentment; protest and demand; notice of protest, demand,
dishonor and nonpayment; and diligence in collection, and agree to the
application of any bank balance as payment or part payment of this Note or as an
offset hereto as provided in the Loan Agreement, and further agree that the
holder hereof may release all or any part of the collateral given as security
for this Note or any rights of the holder thereunder and may amend this-Note
(with the consent of the Maker), without notice to, and without in any way
affecting the liability of, the Maker or any endorser of this Note, and their
respective heirs, successors, legal representatives and assigns.
If at any time the indebtedness evidenced by this Note is collected
through legal proceedings or this Note is placed in the hands of attorneys for
collection, the Maker and each
endorser of this Note, and their respective heirs, successors, legal
representatives and assigns, hereby jointly and severally agree to pay all costs
and expenses (including reasonable attorneys, fees if permitted by law) incurred
by the holder of this Note in collecting or attempting to collect such
indebtedness.
This Note shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio, without regard to provisions relating
to the conflict of laws.
The rate of interest payable on this Note from time to time shall in no
event exceed the maximum rate permissible under applicable law. If the rate of
interest payable on this Note is ever reduced as a result of the preceding
sentence and at any time thereafter the maximum rate permitted by applicable law
shall exceed the rate of interest provided for on this Note, then the rate
provided for on this Note shall be increased to the maximum rate permitted by
applicable law for such period as is required so that the total amount of
interest received by the Payee is that which would have been received by the
Payee but for the operation of the preceding sentence.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Loan Agreement.
GRAY COMMUNICATIONS SYSTEMS, INC.
By:
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Name:
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Title:
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REVOLVING CREDIT GRID
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AMOUNT AMOUNT UNPAID OFFICER'S
DATE BORROWED PAID BALANCE INITIALS
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EXHIBIT B
AMENDED AND RESTATED TERM NOTE
$_______________________ September 8, 1997
FOR VALUE RECEIVED, GRAY COMMUNICATIONS SYSTEMS, INC., a
Georgia corporation (the "Maker"), hereby promises to pay to the order of
_________________ (the "Payee"), on or before June 30, 2004, in the manner and
at the place provided in the Loan Agreement, as that term is defined below, the
principal sum of $ __________________ or if less, the outstanding balance of the
Term Loans, as that term is defined in the Loan Agreement described below, made
by the Payee.
The unpaid principal balance of this Note shall bear interest prior to
maturity at the rates determined in accordance with the provisions of that
certain Loan Agreement dated as of September 23, 1996, as amended by the First
Amendment to Loan Agreement, dated as of September 8, 1997, among the Maker,
KeyBank National Association, as Agent, NationsBank, N.A. (South), as Co-Agent,
the Payee and the other financial institutions as may from time to time be
parties thereto (as the same may be amended, modified, extended or restated from
time to time, the "Loan Agreement"). Interest accrued on each Base Rate Loan
shall be paid quarterly in arrears on each Quarterly Date after the date hereof
until such Loan is paid in full and on the date such Loan is paid in full, and
interest accrued on each LIBOR Loan shall be paid on the last day of the
Interest-Period thereof and on the date such Loan is paid in full and, in
addition, if such Interest Period has a duration of more than three months, on
each day that occurs during such Interest Period that is three, six or nine
months from the first day of such Interest Period.
This Note is an amendment and restatement of the Term Note dated
September 30, 1996, of the Maker to the Payee (the "Original Note") and not a
replacement, substitution or repayment thereof. The indebtedness and liabilities
of the Maker under the Original Note evidenced hereby remain in full force and
effect as amended, renewed and extended hereby.
The indebtedness evidenced hereby shall be a revolving credit from the
date hereof until the Conversion Date. On the Conversion Date, the indebtedness
evidenced by this Note shall be automatically converted into, and continued and
extended as, a four and one-half year term loan in the principal sum of the then
outstanding balance of the Maker's revolving credit hereunder. The aggregate
principal balance of this Note shall be repaid in nineteen consecutive quarterly
installments of principal in the amounts calculated as provided in Section 2.2
of the Loan Agreement, commencing on the Conversion Date, and continuing on each
Quarterly Date thereafter, with the final installment of all then outstanding
principal, together with all accrued interest, due no later than June 30, 2004.
This Note is subject to voluntary and mandatory prepayment in whole or
in part at the times and in the manner specified in the Loan Agreement.
The Payee may, and is hereby authorized by the Borrower to, set forth
on the grid attached hereto, or in other comparable records maintained by it,
the amount of each Term Loan, all payments and prepayments of principal and
interest received, the current outstanding principal balance, and other
appropriate information. The aggregate unpaid amount of any Term Loan set forth
in any records maintained by the Payee with respect to this Note shall be
presumptive evidence of the principal amount owing and unpaid on this Note.
Failure of the Payee to record the principal amount of any Term Loan on the grid
attached hereto shall not limit or otherwise affect the obligation of the
Borrower hereunder to repay the principal amount of such Term Loan and all
interest accruing thereon.
This Note evidences indebtedness of the Maker to the Payee arising
under the Loan Agreement, to which reference is hereby made for a statement of
the rights of the Payee and the duties and obligations of the Maker in relation
thereto, but neither this reference to the Loan Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
Maker to pay the principal of and interest on this Note when due.
The principal of and all interest on this Note shall be paid as
provided in the Loan Agreement in immediately available funds constituting
lawful money of the United States of America, not later than 11:00 A.M.
(Cleveland time) on the day when due.
Upon the occurrence of any Event of Default, the entire outstanding
principal amount of each Term Loan and (to the extent permitted by law) unpaid
interest thereon and all other amounts due hereunder shall bear interest, from
the date of occurrence of such Event of Default until the earlier of the date
such Term Loan is paid in full and the date on which such Event of Default is
cured or waived in writing, at the Default Interest Rate which shall be payable
upon demand.
Subject to the provisions of Section 10 of the Loan Agreement, the
entire unpaid principal balance of this Note, together with all interest
accrued thereon, shall become immediately due and payable upon the occurrence
of an Event of Default. Upon the occurrence of any Event of Default, the holder
hereof shall have all of the rights, powers and remedies provided in the Loan
Agreement or in any Collateral Document or at law or in equity. Failure of the
Payee or any holder of this Note to exercise any such right or remedy available
hereunder or under the Loan Agreement or any Collateral Document or at law or
in equity shall not constitute a waiver of the right to exercise subsequently
such option or such other right or remedy.
The payment of this Note is secured by certain Security Agreements,
certain Pledge Agreements, the Guaranty, certain Mortgages and collateral
assignments of leases and certain other Collateral Documents, all as more fully
identified in the Loan Agreement.
To the extent permitted by law, except as otherwise provided herein or
in the Loan Agreement, the Maker and each endorser of this Note, and their
respective heirs, successors, legal representatives and assigns, hereby
severally waive presentment; protest and demand;
notice of protest, demand, dishonor and nonpayment; and diligence in collection,
and agree to the application of any bank balance as payment or part payment of
this Note or as an offset hereto as provided in the Loan Agreement, and further
agree that the holder hereof may release all or any part of the collateral given
as security for this Note or any rights of the holder thereunder and may amend
this Note (with the consent of the Maker), without notice to, and without in any
way affecting the liability of, the Maker or any endorser of this Note, and
their respective heirs, successors, legal representatives and assigns.
If at any time the indebtedness evidenced by this Note is collected
through legal proceedings or this Note is placed in the hands of attorneys for
collection, the Maker and each endorser of this Note, and their respective
heirs, successors, legal representatives and assigns, hereby jointly and
severally agree to pay all costs and expenses (including reasonable attorneys'
fees if permitted by law) incurred by the holder of this Note in collecting or
attempting to collect such indebtedness.
This Note shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio, without regard to provisions relating
to the conflict of laws.
The rate of interest payable on this Note from time to time shall in no
event exceed the maximum rate permissible under applicable law. If the rate of
interest payable on this Note is ever reduced as a result of the preceding
sentence and at any time thereafter the maximum rate permitted by applicable law
shall exceed the rate of interest provided for on this Note, then the rate
provided for on this Note shall be increased to the maximum rate permitted by
applicable law for such period as is required so that the total amount of
interest received by the Payee is that which would have been received by the
Payee but for the operation of the preceding sentence.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Loan Agreement.
GRAY COMMUNICATIONS SYSTEMS, INC.
By:
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Name:
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Title:
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REVOLVING CREDIT GRID
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AMOUNT AMOUNT UNPAID OFFICER'S
DATE BORROWED PAID BALANCE INITIALS
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