SUBSIDIARY PLEDGE AGREEMENT
THIS SUBSIDIARY PLEDGE AGREEMENT is made and entered into as of September
30, 1996, by and among WRDW-TV, INC., WJHG-TV, INC., WALB-TV, INC., XXXX
KENTUCKY TELEVISION, INC. (each individually, a "Pledgor" and collectively, the
"Pledgors"), 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
X. Xxxx Communications Systems, Inc., a Georgia corporation (the
"Borrower"), directly or indirectly owns all of the issued and outstanding stock
of the Pledgors.
B. The Pledgors own all of the 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.
C. The Borrower, the Pledgee, NationsBank, N.A. (South), as Co-Agent, and
the other Banks have entered into a Loan Agreement, dated as of September 23,
1996 (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
Borrower 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 Borrower may also be
indebted to a Bank or an Affiliate of a Bank from time to time in respect of
Rate Hedging Obligations.
D. 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 Pledgors and the Companies have entered into
a Subsidiary Guaranty, of even date herewith (as the same may be extended,
amended, restated or modified form time to time, the "Guaranty"), pursuant to
which the Pledgors and the Companies have guaranteed payment of the obligations
of the Borrower under the Loan Agreement, the Notes and the Collateral
Documents, and
the Pledgors have agreed to enter into this Agreement, pursuant to which the
Pledgors have agreed to pledge their 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 of the Pledgors and the
Companies under the Guaranty and the Obligations of the Borrower under the Loan
Agreement.
E. It is a condition precedent to the extensions of credit to the
Borrower under the Loan Agreement that the Pledgors, among other things, shall
have executed and delivered this Agreement.
F. The Borrower and the Pledgors share an identity of interests as
members of a consolidated group of companies engaged in substantially similar
businesses. The Borrower provides certain centralized financial, accounting and
management services to the Pledgors, and the making of the Loans will facilitate
the expansion and enhance the overall financial strength and stability of the
Borrower's corporate group, including the Pledgors. Accordingly, the Pledgors
will derive substantial benefits as a result of the extensions of credit to the
Borrower under the Loan Agreement, which benefits are hereby acknowledged by the
Pledgors, and the Pledgors, therefore, desire to enter into this Agreement in
order to satisfy the condition precedent described in the preceding paragraph.
G. 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 Borrower'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 Borrower, which
will be of material economic benefit to the Pledgors, the Pledgors and the
Pledgee, on behalf of the Banks, agree as follows:
1. GRANT OF SECURITY INTEREST; PLEDGE.
1.1 PLEDGED COLLATERAL. Each 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
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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 such
Pledgor for any reason, (c) all options, warrants or rights exercisable for or
convertible into any such capital stock or other equity interests, (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 Interests 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 each Pledgor, and the Pledgors hereby authorize and
direct each Company to make such delivery to the Pledgee, and each Pledgor shall
deliver to the Pledgee proper instruments of assignment therefor duly executed
and endorsed by such 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 a 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 Pledgors to
the Pledgee under this Agreement secure (a) the payment and performance of all
indebtedness, Obligations and liabilities of the Borrower, arising at any time,
now or in the future, pursuant to the Loan Agreement or any
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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 Borrower 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 such Pledgor of its
obligations and agreements set forth in the Guaranty and 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 Pledgors, 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 any Pledgor with respect to any of the Pledged
Collateral or any transaction in connection therewith.
2. VOTING RIGHTS; DIVIDENDS; ETC. So long as no Event of Default, as
defined in Section 9 below, shall have occurred and be continuing:
(a) Each 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 a
Pledgor, give any necessary waivers of notice, consents and powers of attorney
or proxies necessary to enable such Pledgor to exercise any of the foregoing
rights;
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(c) Each Pledgor shall be entitled to retain and use any and all cash
distributions paid on Pledged Collateral owned by it as 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 such Pledgor, shall
forthwith be delivered to the Pledgee to be held subject to the terms of this
Agreement; and
(d) Each 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 PLEDGORS' REPRESENTATIONS AND WARRANTIES. Each Pledgor represents
and warrants that:
(a) The Pledged Shares constitute all of the issued and outstanding
capital stock of each of the Companies;
(b) Such Pledgor has, and has duly exercised, all requisite corporate
power and authority to execute, deliver and perform this Agreement;
(c) This Agreement has been duly authorized and executed by such
Pledgor and constitutes the legal, valid and binding obligation of such Pledgor,
enforceable against such 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;
(d) Such 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
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Pledged Shares are fully and accurately described on EXHIBIT A hereto;
(e) The Pledged Shares have been duly and validly issued, are fully
paid and non-assessable, and are owned by such Pledgor free and clear of any
Liens, claims, options, demands and equities of third parties, except for the
security interest granted hereunder to the Pledgee;
(f) Such 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 provision in the organizational document of such 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 such Pledgor or any Company or the
property of such Pledgor or any Company;
(g) 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
such Pledged Shares and the proceeds thereof;
(h) The principal place of business and chief executive office of: (i)
each Pledgor is set forth below such Pledgor's name on the signature pages
hereof and (ii) each Company is located at the address set forth on EXHIBIT A
under such Company's name;
(i) 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;
(j) 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
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(k) Such 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 such Pledgor be rendered insolvent by the
execution and delivery of this Agreement to the Pledgee; such 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 under the Guaranty and
hereunder; and such 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. No Pledgor shall:
(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 enforcement of this Agreement or permit any Company 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
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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 or any other organizational or governing document of
any Company, 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 Borrower, such Pledgor or any of its Companies 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 such Pledgor or 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. Each 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 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
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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 such Pledgor's or any Company'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;
(f) promptly deliver to the Pledgee all material written notices and
communications given or received by it with respect to any Pledged Collateral;
and
(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 such
Pledgor.
5. RIGHT OF THE PLEDGEE TO DEAL WITH COLLATERAL DOCUMENTS, ETC. The
Pledgee and the Banks may deal in any manner with any Collateral Document to
which any 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 such Pledgor, including,
without limitation, in the following manner:
(a) to modify, supplement or otherwise change any terms of the Notes, the
Loan Agreement or any other Collateral Document; to grant any extension or
renewal of the Notes or any other Collateral Document; to grant any other waiver
or indulgence with respect to the Notes, the Loan Agreement or any other
Collateral Document and to effect any release, compromise or settlement with
respect to the Notes, the Loan Agreement or any other Collateral Document;
(b) to waive rights or enter into any agreement of forbearance with
respect to the Loan Agreement, the Notes or any other Collateral Document, or
with respect to all or any part of any other security for the Pledge Obligations
and to change the terms of such waiver or agreement of forbearance;
(c) to consent to the substitution, exchange or release of all or any part
of any other security (other than the Pledged Collateral) at any time and from
time to time held by the
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Pledgee as security or surety for the Pledge Obligations and, in the case of a
substitution or exchange, whether or not the new security received by the
Pledgee shall be of the same or of a different character or value from the
security surrender; and
(d) to create, or advance additional funds creating, additional obligations
and liabilities secured hereby whether pursuant to the Loan Agreement or
otherwise.
No action which the Pledgee may take or fail to take in accordance with or
permitted by any Collateral Document to which any Pledgor is not a party (as any
of the foregoing may be amended from time to time) pursuant to the foregoing
powers shall 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 an
applicable Pledgor, whether or not such Pledgor's 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 such 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 such 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 such 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.
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(a) Upon at least ten days written notice to any Pledgor, which notice
the Pledgors agree 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 such
Pledgor's 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 or any part of the
Pledged Collateral so offered for sale, free from any right of redemption, stay
or appraisal on the part of such Pledgor, all of which rights the Pledgors
hereby waive and release, 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 Pledgors shall, upon the request of the
Pledgee, as expeditiously as possible and in good faith, use their best efforts
to cause each Company to effect and continue such registration, qualification
and compliance. Each 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 Pledgors recognize 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
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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 Pledgors acknowledge that any
such private sales may be at places and on terms less favorable to the seller
than if sold at public sales and agree 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 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 Pledgors, and the Pledgors hereby waive, to the full extent permitted by
law, all rights of redemption, stay or appraisal which the Pledgors now have 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 Pledgors 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.
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(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 a 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, 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 Pledgors, except as otherwise required by law or as a court of
competent jurisdiction may otherwise direct. Each Pledgor, the Companies 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. Each 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 such Pledgor, 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.
Each Pledgor hereby waives and releases any right of marshalling of assets which
it might otherwise have.
8. PLEDGOR'S RIGHT OF SUBROGATION OR REIMBURSEMENT. No Pledgor shall
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
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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. Each 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 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 such Pledgor,
effective upon, and during the continuance of, an Event of Default, to ask for,
demand, xxx 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
such 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 such 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 PLEDGORS. 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
- 14 -
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 Pledgors at the
Pledgors' 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 returned by the Pledgee or such Bank
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Company or any Pledgor or any Affiliate of any Company or any Pledgor or
upon the appointment of any intervenor or conservator of, or trustee or similar
official for, any Company or any Pledgor or any Affiliate of any Company or any
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 each Pledgor being as set
forth following its signature on the signature page of this Agreement.
13. REIMBURSEMENT OF THE PLEDGEE.
13.1 INDEMNITY. Each 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 such Pledgor's breach of, or failure to perform, this Agreement. In no
event shall the Pledgee or any Bank be liable to any 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
- 15 -
actually received by the Pledgee in accordance with the terms hereof.
13.2 ACTION FOR THE PLEDGORS. If any Pledgor shall fail to do any act or
thing which it has covenanted to do hereunder or if any representation or
warranty of any 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. FURTHER ASSURANCES. Each Pledgor shall join with the Pledgee in
executing, at such 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,
each 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 Pledgors hereby agree, 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 Pledgors 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 each Pledgor hereunder, shall be
absolute and unconditional irrespective of:
- 16 -
(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 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 any
Pledgor or any Company 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
Pledgors 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 any Pledgor and
any of its Companies which hold an FCC License for the purpose of seeking a bona
fide purchaser to whom control will ultimately be transferred. The Pledgors
hereby agree 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
- 17 -
trustee or receiver to assume control, subject only to any required judicial,
FCC and other governmental consent, of such Pledgor or any such Company 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 Pledgors shall
cooperate fully and cause each of their Companies to cooperate fully in
obtaining any required consent of the FCC or any other governmental body
required to effectuate the foregoing. Each 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 the assignor's or transferor's portion of any application
or applications for consent to the assignment of a Pledgor's or any of its
Companies' 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 Pledgors acknowledge that consent of the FCC and any other
governmental body for transfer of control of the Licenses of a Pledgor or any or
its Companies 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
Pledgors 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 a Pledgor or any of its Companies 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 a Pledgor or
any of its Companies 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
- 18 -
creating, directly or indirectly, actual or practical ownership of any Pledgor
or any Company 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 any Pledgor or any Company,
which ownership and control remain exclusively and at all times in the Pledgors
and the Companies, as the case may be.
18. RESTRICTIONS ON TRANSFERS OF STOCK NOT APPLICABLE. Each 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, 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. Each 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 Pledgors 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 Pledgors
set forth herein and in the Loan Agreement, all of the covenants, conditions and
agreements herein contained shall be binding upon the Pledgors and their
successors and assigns; PROVIDED, HOWEVER, that no Pledgor may 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
- 19 -
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 THE CONFLICTS OF
LAWS PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY
DISCUSSED BY THE PLEDGEE AND EACH PLEDGOR AND SHALL BE SUBJECT TO NO EXCEPTIONS.
EACH PLEDGOR HAS MADE THIS CHOICE OF GOVERNING LAW KNOWINGLY AND WILLINGLY AND
AFTER CONSULTING WITH ITS COUNSEL. NEITHER THE PLEDGEE NOR ANY PLEDGOR HAS
AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS SECTION WILL
NOT BE FULLY ENFORCED IN ALL INSTANCES.
22. ENFORCEMENT. EACH 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. EACH PLEDGOR HEREBY CONSENTS
TO SERVICE OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO
BE GIVEN. EACH 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 EACH 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 EACH PLEDGOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX
XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE SUCH PLEDGOR, OR SUCH ASSETS, MAY
BE FOUND.
- 20 -
23. JURY TRIAL WAIVER. EACH PLEDGOR AND THE PLEDGEE EACH WAIVE
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, RELATED 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 CONTEMPLATED
HEREBY, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH 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. EACH 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. Each Pledgor acknowledges that
the rights of the Pledgee hereunder are for the benefit of each Bank, and that,
- 21 -
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, 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.
29. JOINDER. Upon the execution and delivery after the date hereof by any
new or additional Subsidiary of an instrument in the form of ANNEX 1 attached
hereto, such Subsidiary shall become a Pledgor hereunder with the same force and
effect as if originally named as a Pledgor hereunder. The rights and
obligations of each Pledgor hereunder shall remain in full force and effect,
notwithstanding the addition of any such new or additional Subsidiary as a party
to this Agreement.
- 22 -
IN WITNESS WHEREOF, the parties have caused this Subsidiary Pledge
Agreement to be executed on the date first above written.
PLEDGORS:
WRDW-TV, INC.
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
Title: Secretary
Address: 0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, III
WJHG-TV,INC.
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
Title: Secretary
Address: 0000 Xxxxx Xxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, III
WALB-TV, INC.
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
Title: Secretary
Address: 0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, III
XXXX KENTUCKY TELEVISION, INC.
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
Title: Secretary
Address: 0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, III
PLEDGEE:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
___________________________
Name : Xxxxx X. Xxxxxx
Title: Assistant Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Media Finance Division
EXHIBIT A
---------
Name of Pledgor: WRDW-TV, Inc.
Principal Place of Business/Chief 0000 Xxxxxxx Xxxxxx
Executive Office: Xxxxx Xxxxxxx, XX 00000
Name of Company: WRDW Licensee Corporation
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Pledgor: WJHG-TV, Inc.
Principal Place of Business/Chief 0000 Xxxxx Xxxxx Xxxx
Executive Office: Xxxxxx Xxxx, XX 00000
Name of Company: WJHG Licensee Corporation
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Pledgor: WALB-TV, Inc.
Principal Place of Business/Chief 0000 Xxxxxx Xxxxxx
Executive office: Xxxxxx, XX 00000
Name of Company: WALB Licensee Corporation
Number of Shares: 1,000
Class of Shares: Common
Certificate Number: 1
Name of Pledgor: Xxxx Kentucky Television, Inc.
Principal Place of Business/Chief 0000 Xxxxxxxxxx Xxxx
Executive office: Xxxxxxxxx, XX 00000
Name of Company: WKYT Licensee Corporation
Number of Shares: 1,000
Class of Shares: Common
Name of Pledgor: Xxxx Kentucky Television, Inc.
Principal Place of Business/Chief 0000 Xxxxxxxxxx Xxxx
Executive office: Xxxxxxxxx, XX 00000
Name of Company: WYMT Licensee Corporation
Number of Shares: 1,000
Class of Shares: Common
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 Pledgors pursuant to
Section 1.2 and Section 15 of the Subsidiary 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 each Pledgor to the Pledgee pursuant to the
Subsidiary 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 Subsidiary Pledge Agreement.
IN WITNESS WHEREOF, the Companies have caused this instrument to be
executed as of the date of the Subsidiary Pledge Agreement.
COMPANIES:
WRDW LICENSEE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
_______________________
Title: Secretary
_______________________
WJHG LICENSEE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
_______________________
Title: Secretary
_______________________
WALB LICENSEE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
_______________________
Title: Secretary
_______________________
WKYT LICENSEE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
_______________________
Title: Secretary
_______________________
WYMT LICENSEE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
___________________________
Name : Xxxxxx X. Xxxxxx
_______________________
Title: Secretary
_______________________
ANNEX 1
SUPPLEMENT NO. ___, dated as of ________________, to the Subsidiary Pledge
Agreement, dated as of September __, 1996 (the "AGREEMENT"), by and among
certain Subsidiaries of Xxxx Communications Systems, Inc. and KeyBank National
Association as agent (all capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Agreement as
the same may be hereafter amended or supplemented from time to time).
The undersigned (the "NEW PLEDGOR") is a Subsidiary of the Borrower and is
executing this Supplement in accordance with the requirements of the Loan
Agreement and of the Agreement to become a Pledgor under the Agreement as
additional consideration for any Loans previously made.
Accordingly, the New Pledgor agrees as follows:
(a) In accordance with Section 29 of the Agreement, the New Pledgor
by signing below hereby agrees to become a Pledgor under the Guaranty with the
same force and effect as if originally named therein as a Pledgor, and the New
Pledgor hereby agrees to all of the terms and conditions of the Agreement
applicable to it as a Pledgor thereunder. Each reference to a "PLEDGOR" or the
"PLEDGORS" in the Agreement shall be deemed to include the New Pledgor, and the
Agreement is hereby incorporated by this reference.
(b) This Supplement shall become effective upon the execution hereof
by the New Pledgor and the delivery of this Supplement to the Agent.
(c) Except as expressly supplemented hereby, the Agreement shall
remain in full force and effect.
(d) This Supplement shall be governed by, and shall be construed and
enforced in accordance with, the laws of the State of Ohio without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the New Pledgor has signed and delivered this
Supplement to the Agreement as of the day and year first above written.
______________________________
By:________________________________
Name :_____________________________
Title:_____________________________
