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PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of January 31, 1989, is between
EQUITY HOLDINGS LIMITED, an Illinois limited partnership, (herein called the
"Pledgor") and CONTINENTAL BANK N.A., a national banking association having its
principal office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000 (herein
called the "Bank").
W I T N E S S E T H:
WHEREAS, the Partners of the Pledgor capitalized the pledgor with
contributions of certain shares of stock that are subject to certain
indebtedness;
WHEREAS, the Pledgor has entered into a Credit Agreement dated as of
January 31, 1989 with the Bank (as amended, renewed, extended or otherwise
modified from time to time, the "Credit Agreement") under which the Bank will
make Loans to the Pledgor that will enable the Pledgor, among other things, to
repay such indebtedness and release such shares of stock from the liens arising
from such indebtedness and to purchase additional shares of stock;
WHEREAS, the Pledgor is the owner of the shares of stock and other
securities described in Schedule 1 hereto, and the Pledgor has agreed to pledge
to the Bank all of such shares of stock and, in certain circumstances,
additional shares of stock, in consideration of such Loans from the Bank; and
WHEREAS, the Credit Agreement provides for the Pledgor to execute and
deliver to the Bank a Pledge Agreement in the form of this Agreement and to
pledge to the Bank all such shares of stock, all as more fully hereinafter set
forth;
NOW, THEREFORE, for and in consideration of the premises and any loan,
advance or other financial accommodation heretofore or hereafter made to the
Pledgor by the Bank, and for other good and valuable consideration, the parties
hereto agree as follows:
1. Definitions. When used herein, the following terms shall have the
following meanings:
Collateral - see Section 2.
Default shall mean the occurrence of an Event of Default or, with
respect to Section 12.1.5 of the Credit Agreement, an Unmatured
Event of Default (as such terms are defined in the Credit
Agreement).
GAMI shall mean Great American Management and Investment, Inc., a
Delaware corporation.
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Liabilities shall mean all obligations of the Pledgor to the Bank
under or in connection with the Credit Agreement, this Agreement,
the other Collateral Documents or any other agreement or
instrument executed in connection therewith or herewith,
howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or
due or to become due.
Other terms used but not defined herein are used as defined in the
Credit Agreement.
2. Pledge. As security for the payment of the Liabilities, the Pledgor
hereby pledges to the Bank, and hereby grants to the Bank a security interest
in, all of the following:
A. All of the shares of stock and other securities described in
Schedule 1 hereto, all of the certificates and/or instruments
representing such shares of stock and other securities, and all
cash, securities, dividends, rights and other property at any
time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such
shares or other securities;
B. if, at any time, the sum of all Loans made under the Credit
Agreement is equal to or greater than 50% of the value of shares
of stock of GAMI pledged hereunder (with such value to be (1) the
closing sale price of the shares of stock of GAMI on the
preceding Business Day, as appearing in any regularly published
reporting or quotation service, if such shares are publicly
traded at such time, and (2) a value determined in good faith by
the Bank, if such shares are not publicly traded at such time),
(i) all additional shares of stock of GAMI at such time held by
the Pledgor in any manner to the extent that the pledge of such
additional shares is necessary to bring the sum of all Loans made
under the Credit Agreement at such time to an amount less than
50% of the value of shares of stock of GAMI pledged hereunder at
such time (with such value to be determined as set forth above),
(ii) all of the certificates representing such additional
shares, and (iii) all cash, securities, dividends, rights and
other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all such additional shares; and
C. all other property hereafter delivered to the Bank in
substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such
property and all cash, securities, interest, dividends, rights
and other property at any time and from time to time received,
receivable or
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otherwise distributed in respect of or in exchange for
any or all thereof.
All of the foregoing are herein collectively called the "Collateral".
The Pledgor agrees to deliver to the Bank promptly upon receipt and in
due form for transfer (i.e., endorsed in blank or accompanied by stock powers
executed in blank), any Collateral which may at any time or from time to time
be in or come into the possession or control of the Pledgor; and prior to the
delivery thereof to the Bank, such Collateral shall be held by the Pledgor
separate and apart from its other property and in express trust for the Bank.
3. Warranties. The Pledgor warrants to the Bank that: (a) The Pledgor
is a limited partnership duly organized and validly existing under the laws of
the State of Illinois; (b) the general partners of the Pledgor are Xxxxxx Xxxx
and Xxxxxx Xxxxx; (c) each of the Pledgor, and Xxxxxx Xxxx and Xxxxxx Xxxxx, as
general partners of the Pledgor has full power and authority to execute and
deliver this Agreement and to pledge Collateral hereunder; (d) the execution,
delivery and performance of this Agreement, and the pledging of Collateral
hereunder, are within the partnership powers of the Pledgor, and of Xxxxxx Xxxx
and Xxxxxx Xxxxx, respectively, as general partners of the Pledgor, have been
duly authorized by all necessary partnership action of the Pledgor, do not
require any governmental approval, and do not and will not contravene or
conflict with any provision of law or of the partnership agreement of the
Pledgor, or any agreement binding upon the Pledgor or upon Xxxxxx Xxxx and
Xxxxxx Xxxxx or upon any of their respective properties; (e) this Agreement is
the legal, valid and binding obligation of the Pledgor and of Xxxxxx Xxxx and
Xxxxxx Xxxxx, as general partners of the Pledgor, enforceable in accordance
with its terms; (f) the Pledgor is (or at the time of any future delivery,
pledge, assignment or transfer will be) the legal and equitable owner of the
Collateral free, and clear of all liens, security interests and encumbrances of
every description whatsoever other than the security interest created
hereunder: (g) the Bank has and will continue to have at all times, as security
for the Liabilities, a valid perfected first priority security interest in the
Collateral; (h) all shares of stock referred to in Schedule 1 hereto are duly
authorized, validly issued, fully paid and non-assessable; (i) the Collateral
represents on the date hereof not less than 44.18 percent of the total shares
of capital stock issued and outstanding of GAMI; (j) the information contained
in Schedule 1 hereto is true and accurate in all respects; and (k) the address
of the location of the records of the Pledgor concerning the collateral and the
address of the Pledgor's location are as set forth opposite the Pledgor's
signature hereto.
So long as any of the Liabilities shall be outstanding or any
commitment shall exist on the part of the Bank with respect to the creation of
any Liabilities, the Pledgor (i) shall not,
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without the express prior written consent of the Bank, sell, assign, exchange,
pledge or otherwise transfer, encumber, diminish or impair any of its rights
in, to or under any of the Collateral; (ii) shall execute such Uniform
Commercial Code financing statements and other documents (and pay the costs of
filing and recording or re-filing and re-recording the same in all public
offices required by law or deemed necessary or appropriate by the Bank) and do
such other acts and things, all as may be necessary or as the Bank may from
time to time reasonably request, to establish and maintain a valid, perfected
security interest in the Collateral (free of all other liens, claims and rights
of third parties whatsoever) to secure the performance and payment of the
Liabilities; (iii) will keep at its address so indicated opposite its signature
hereto all its records concerning the Collateral, which records shall be of
such a character as will enable the Bank or its designees to determine at any
time the status thereof, and the Pledgor will not duplicate any such records at
any other address unless (A) the duplicate records are clearly and
conspicuously marked to indicate that they are duplicates and (B) the Pledgor
has given the Bank not less than 15 days' prior written notice of the address
at which such duplicate records are to be kept; (iv) will furnish the Bank such
information concerning the Collateral as the Bank may from time to time
reasonably request, and will permit the Bank and its designees, from time to
time, to inspect, audit and make copies of and extracts from all records and
all other papers in the possession of the Pledgor which pertain to the
Collateral, and will, upon request of the Bank at any time when a Default has
occurred and is continuing, deliver to the Bank all of such records and papers;
(v) will not, without the prior written approval of the Bank, enter into any
modification, amendment or supplement, or execute any waiver, extension,
renewal or other agreement with respect to any Collateral; and (vi) will
furnish to the Bank, as soon as possible and in any event within five (5) days
after the occurrence from time to time of any change in the address of the
Pledgor's location, notice in writing of such change.
4. Holding in Name of Bank. etc. The Bank may from time to time,
after the occurrence and during the continuance of a Default, without
notice to the Pledgor, take all or any of the following actions: (a) transfer
all or any part of the Collateral into the name of the Bank or any nominee or
sub-agent for the Bank, with or without disclosing that such Collateral is
subject to the lien and security interest hereunder, (b) appoint one or more
sub-agents or nominees for the purpose of retaining physical possession of the
Collateral, (c) notify the parties obligated on any of the Collateral to make
payment to the Bank of any amounts due or to become due thereunder, (d) enforce
collection of any of the Collateral by suit or otherwise, and surrender,
release or exchange all or any part thereof, or compromise or extend or renew
for any period (whether or not longer than the original period) any obligations
of any nature of any party with respect thereto, (e) endorse any checks, drafts
or other writings in the name of the Pledgor to allow collection of
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the Collateral, and (f) take control of any proceeds of the Collateral.
5. Voting Rights, Dividends, etc. (a) The Pledgor shall be entitled to
exercise any and all voting or consensual rights and powers and stock purchase
or subscription rights (but any such exercise by the Pledgor of stock purchase
or subscription rights may be made only from funds of the Pledgor not
comprising part of the Collateral) relating or pertaining to the Collateral or
any part thereof for any purpose; provided, however, that the Pledgor agrees
that it will not exercise any such right or power in any manner which would
have a material adverse effect on the value of the Collateral or any part
thereof. The Bank shall execute and deliver, or cause to be executed and
delivered, to the Pledgor, all such proxies, powers of attorney and other
instruments as the Pledgor may request for the purpose of enabling the Pledgor
to exercise such rights and powers.
(b) Notwithstanding certain provisions of Section 4 hereof, so long as
the Bank has not given the notice referred to in paragraph (c) below:
A. The Pledgor shall be entitled to receive and retain any and all
dividends payable in respect of the Collateral which are paid in cash
out of the net earnings of GAMI, but all dividends and distributions in
respect of the Collateral or any part thereof made in shares of stock
or other property or representing any return of capital, whether
resulting from a subdivision, combination or reclassification of
Collateral or any part thereof or received in exchange for Collateral
or any part thereof or as a result of any merger, consolidation,
acquisition or other exchange of assets to which GAMI may be a party
or otherwise or as a result of any exercise of any stock purchase or
subscription right, shall be and become part of the Collateral
hereunder and, if received by the Pledgor, shall be forthwith
delivered to the Bank in due form for transfer (i.e., endorsed in
blank or accompanied by stock powers executed in blank) to be held for
the purposes of this Agreement.
B. The Bank shall execute and deliver, or cause to be executed and
delivered, to the Pledgor, all such proxies, powers of attorney,
dividend orders and other instruments as the Pledgor may request for
the purpose of enabling the Pledgor to receive the dividends which it
is authorized to retain pursuant to clause (A) above.
(c) Upon notice from the Bank during the continuance of a Default, and
so long as the same shall be continuing, the right of the Pledgor to receive
the dividends which it is authorized to retain pursuant to Section 5 (b) (A)
hereof shall forthwith cease, and such right shall thereupon become vested in
the Bank who shall have, during the continuance of such Default, the sole and
exclusive authority to receive such dividends. Any and all
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money and other property paid over to or received by the Bank pursuant to this
paragraph (c) hail be retained by the Bank as additional Collateral hereunder
and applied in accordance with the provisions hereof.
6. Purchase of GAMI Shares. The Pledgor agrees that, if at any time
GAMI issues additional shares of stock of GAMI such that the sum of all Loans
made under the Credit Agreement is equal to or greater than 50% of the value of
shares of stock of GAMI pledged hereunder (with such value to be (1) the
closing sale price of the shares of stock of GAMI on the preceding Business
Day, as appearing in any regularly published reporting or quotation service, if
such shares are publicly traded at such time, and (2) a value determined in
good faith by the Bank, if such shares are not publicly traded at such time),
then the Pledgor will buy, and pledge hereunder, such number of such additional
shares as is necessary to bring the sum of all Loans made under the Credit
Agreement at such time to an amount less than 50% of the value of shares of
stock of GAMI pledged hereunder at such time (with such value to be determined
as set forth above).
7. Remedies. (a) whenever a Default shall exist, the Bank may exercise
from time to time any rights and remedies available to it under the Uniform
Commercial Code as in effect in Illinois or otherwise available to it. Without
limiting the foregoing, whenever a Default shall exist the Bank (i) may, to the
fullest extent permitted by applicable law, without notice, advertisement,
hearing or process of law of any kind, (A) sell any or all of the Collateral,
free of all rights and claims of the Pledgor therein and thereto at any public
or private sale of brokers' board and (B) bid for and purchase any or all of
the Collateral at any such public sale and (ii) shall have the right, for and
in the name, place and stead of the Pledgor, to execute endorsements,
assignments, stock powers and other instruments of conveyance or transfer with
respect to all or any of the collateral. The Pledgor hereby expressly waives,
to the fullest extent permitted by applicable law, any and all notices,
advertisements, hearings or process of law in connection with the exercise by
the Bank of any of its rights and remedies during the continuance of a default.
If any notification of intended disposition of any of the Collateral is
required by law, such notification, if mailed, shall be deemed reasonable and
properly given if mailed by certified or registered mail at least ten days
before such disposition, postage prepaid, addressed to the Pledgor, either at
the address of the Pledgor shown below, or at any other address of the Pledgor
appearing on the records of the Bank. Any proceeds of any of the Collateral may
be applied by the Bank to the payment of expenses in connection with the
Collateral, including, without limitation, reasonable attorneys'
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fees and legal expenses, and any balance of such proceeds shall be applied by
the Bank toward the payment of such of the Liabilities, and in such order of
application, as the Bank may from time to time elect.
(b)(i) Pledgor agrees that, in any sale of any of the Collateral, the
Bank is authorized to comply with any limitation or restriction in connection
with such sale as counsel may advise the Bank is necessary in order to avoid
violation of applicable law (including, without limitation, compliance with
such procedures as may restrict the number of prospective bidders and
purchasers, require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official, and Pledgor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Bank be liable or accountable to Pledgor for any discount allowed
by reason of the fact that such Collateral is sold in compliance with any such
limitation or restriction.
(ii) Without limiting the rights of the Bank under any other provision
of this Agreement, and in addition thereto, Pledgor agrees that, to the maximum
extent permitted by law, after a default shall have occurred and be continuing,
upon written request from the Bank and at the expense of Pledgor, Pledgor shall
cause GAMI to prepare, file and cause to become effective promptly, a
registration statement complying with the Securities Act of 1933, as amended,
for the public sale of such of the Collateral as the Bank may elect, and to
take comparable action to permit such sales under the securities laws of such
jurisdictions as the Bank may designate. Pledgor further agrees to cause GAMI
to enter into and perform its obligations under one or more underwriting
agreements in connection therewith, containing customary representations,
warranties, covenants, indemnities and contribution provisions if requested by
the Bank. If such registration Statement is filed, Pledgor agrees to cause GAMI
(A) to keep any such registration statement and related prospectus current and
in compliance with applicable federal and state securities laws so long as
required to satisfy applicable prospectus delivery requirements and (B) at the
request of the Bank at any time after the effective date of any such
registration statement, to use reasonable efforts to file post-effective
amendments to such registration statement so that the Bank's sales of Collateral
will be covered by a current prospectus and can be made in compliance with all
applicable federal and state securities laws.
(iii) Pledgor further agrees, after a default shall have occurred and
be continuing, and upon written request from the Bank and at the expense of
Pledgor, to (x) deliver and cause GAMI to deliver to the Bank such information
as the Bank shall
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reasonably request for inclusion in any registration statement, prospectus or
offering memorandum or in any preliminary prospectus or preliminary offering
memorandum or any amendment or supplement to any thereof or in any other
writing prepared in connection with the offer, sale or resale of all or any
portion of the Collateral, which information shall not contain any untrue
statement of a material fact or omit the state a material fact required to be
stated or necessary to make such information not misleading, and (y) do or
cause to be done all such other acts and things as may be necessary to make
such offer, sale or resale of all or any portion of the Collateral valid and
binding and in compliance with any and all applicable laws, regulations,
orders, writs, injunctions, decrees or awards of any and all courts,
arbitrators or governmental agencies or instrumentalities, domestic or foreign,
having jurisdiction over any such offer, sale or resale.
Without limiting the foregoing paragraph, if the Bank decides to
exercise its right to sell all or any of the Collateral, upon written
request, Pledgor shall furnish or cause to be furnished to the Bank all such
information as the Bank may request in order to qualify such Collateral as
exempt securities, or to permit the sale or resale of such Collateral as exempt
transactions, under federal and state securities laws. Pledgor agrees to allow,
and to cause GAMI to allow, the Bank and any underwriter access at reasonable
times and places to the books, records and premises of GAMI; Pledgor further
agrees to assist, and cause GAMI to assist, the Bank, any underwriter, any
agent of any thereof, and any counsel, accountant or other expert for any
thereof, in inspection, evaluation, and any other "due diligence" action of or
with respect to any such books, records and premises; and Pledgor further
agrees to cause any independent public accountant for GAMI to furnish a letter
to the Bank and underwriters in customary form and covering matters of the type
customarily covered by letters of accountants for issuers to underwriters.
(iv) Pledgor further agrees to indemnify and hold harmless the Bank,
its successors and assigns, each of the Bank's officers, directors, employees
and agents, and any Person in control of any thereof, from and against any
loss, liability, claim, damage and expense, including without limitation,
counsel fees (in this paragraph collectively called the Indemnified
Liabilities), under federal and state securities law or otherwise insofar as
such loss, liability, claim, damage or expense arises (A) out of or is based
upon any untrue statement or alleged untrue statement of a material fact
contained in any registration statement, prospectus or offering memorandum or
in any preliminary prospectus or preliminary offering memorandum or any
amendment or supplement to any thereof or in any other writing prepared in
connection with the offer, sale or resale of all or any portion of the
Collateral unless such untrue statement or material fact was provided by the
Bank specifically for inclusion therein, or (B) arises out of or is based upon
any omission or alleged omission to state therein a material fact
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required to be stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless of any
investigation made by or on behalf of the Bank or any successors thereof, or
any Person in control of any thereof. In connection with a public sale or
other distribution, Pledgor will provide customary indemnification to any
underwriters, their respective successors and assigns, their respective
officers and directors and each Person who controls any such underwriter
(within the meaning of the Securities Act of 1933, as amended). If and to the
extent that the foregoing undertakings in this paragraph may be unenforceable
for any reason, Pledgor agrees to make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities that is permissable
under applicable law. The obligations of Pledgor under this clause (iv) shall
survive any termination of this Agreement.
8. General. The Bank shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral if it takes such action for
that purpose as the Pledgor shall request in writing, but failure of the Bank to
comply with any such request shall not of itself be deemed a failure to
exercise reasonable care, and no failure of the Bank to preserve or protect any
rights with respect to the Collateral against prior parties, or to do any act
with respect to preservation of the Collateral not so requested by the Pledgor,
shall be deemed a failure to exercise reasonable care in the custody or
preservation of any Collateral.
No delay on the part of the Bank in exercising any right, power or
remedy shall operate as a waiver thereof, and no single or partial exercise of
any such right, power or remedy shall preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement shall be effective unless the same shall be in writing and signed and
delivered by the Bank, and then such amendment, modification, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
All obligations of the Pledgor and all rights, powers and remedies of
the Bank expressed herein are in addition to all other rights, powers and
remedies possessed by the Bank, including, without limitation, those provided by
applicable law or in any other written instrument or agreement relating to any
of the Liabilities or security therefore.
This Agreement has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the
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remainder of such provision or the remaining provisions of this Agreement.
This Agreement shall be binding upon the Pledgor and the Bank and their
respective successors and assigns, and shall inure to the benefit of the
Pledgor and the Bank and the respective successors and assigns of the Pledgor
and the Bank.
The Pledgor hereby irrevocably agrees that any legal action or
proceeding pertaining to this Agreement may be brought in the Courts of the
State of Illinois, County of Xxxx, or of the United States of America for the
Northern District of Illinois, and by its execution and delivery of a
counterpart hereof, the Pledgor irrevocably submits to the jurisdiction of such
courts and appoints Xxxxxxxxx, Xxxxxxxxxxx & Associates, PC, having an address
at the date hereof at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, as
its agent to receive service of process in any such action or proceeding. The
Pledgor hereby irrevocably agrees that service of process in any such action or
proceeding may be made either by mailing, by registered or certified mail,
postage prepaid, a copy of the summons and complaint, or other legal process,
in such action or proceeding to the Pledgor at its address shown on the
signature page hereof (or any other address of the Pledgor appearing on the
records of the Bank) or by delivering a copy of such process to the Pledgor in
care of the Pledgor's agent for such purpose at such agent's address in
Chicago. Service of process in any such action or proceeding, effected as
aforesaid, shall be effective upon receipt by the Pledgor or such agent and
shall be deemed personal service upon the Pledgor and shall be legal and binding
upon the Pledgor for all purposes, notwithstanding any failure on the part of
the Pledgor's agent to forward copies of such process to the Pledgor. The
Pledgor hereby waives, to the fullest extent permitted by law, any objection it
may now or hereafter have to the laying of venue in any such action or
proceeding in any such court as well as any right it may now or hereafter have
to remove any such action or proceeding, once commenced, to another court on
the grounds of forum non conveniens or otherwise.
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THE PLEDGOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year first above written.
EQUITY HOLDINGS LIMITED
an Illinois Limited Partnership
Address:
Two North Riverside Plaza By: /s/
Xxxxxxx, Xxxxxxxx 00000 -----------------------
Attn: Xxxxxx Xxxxx a general partner of
Equity Holding Limited,
an Illinois Limited Partnership
CONTINENTAL BANK N.A.
Address:
000 Xxxxx XxXxxxx Xxxxxx By: /s/
Xxxxxxx, Xxxxxxxx 00000 ----------------------
Vice President
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SCHEDULE 1
TO
PLEDGE AGREEMENT*
STOCK
Pledged Shares
as % of Total
Common Shares Total Common Shares
Certificate No. Of Issued and of Issuer Issued
Issuer No. Shares Outstanding and Outstanding
GAMI C 2317 100,000
GAMI C 2319 100,000
GAMI C 2320 100,000
GAMI C 2321 100,000
GAMI C 2322 100,000
GAMI C 2323 100,000
GAMI C 2324 100,000
GAMI C 2325 100,000
GAMI C 2326 100,000
GAMI C 2327 100,000
GAMI C 2328 65,833
GAMI C 2334 100,000
GAMI C 628 312,992
GAMI C 3699 2,500,000
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3,978,825 44.18% 9,005,508
* Schedule 1 of original pledge agreement. Shares subject to such pledge
agreement are presently 1,800,000 shares. (This explanatory note is not part
of the original document.)
