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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   90
                                                                       EXHIBIT A

                                  UNDERTAKING


         THIS UNDERTAKING (this "Undertaking"), dated as of April --, 1994, is
made by William P. Hobby, an individual residing in Houston, Texas, and Jessica
Hobby Catto, an individual residing in San Antonio, Texas, (the "Shareholders")
in favor of Post-Newsweek Stations, Houston, Inc., a Delaware corporation (the
"Houston Purchaser"), and Post-Newsweek Stations, San Antonio, Inc., a Delaware
corporation (the "San Antonio Purchaser" and, together with the Houston
Purchaser, the "Purchasers").

         1.      Recitals.  The Shareholders desire to execute this Undertaking
and deliver this Undertaking to Purchasers in order to induce Purchasers to
consummate the Closing under that certain Acquisition Agreement dated as of
January 31, 1994 (the "Agreement"), among H & C Communications, Inc., a
Delaware corporation ("Seller"), on the one hand, and Purchasers, on the other
hand.  Capitalized terms used herein and not otherwise defined are used herein
as defined in the Agreement.

         2.      Undertaking Obligations.  Subject to the terms and conditions
set forth in this Undertaking, the Shareholders hereby absolutely, irrevocably
and unconditionally jointly and severally undertake, covenant and agree for the
benefit of Purchasers, their affiliates and their respective directors,
officers, representatives, employees and agents, to maintain in or contribute
to Seller funds sufficient to render Seller at all times in compliance with its
obligations under Section 6.13 of the Agreement and to use their best efforts
to cause Seller to accept such contributions.

         3.      Defenses to Enforcement.  It will not be a defense to the
enforcement of this Undertaking that the obligations of Seller under Section
6.13 of the Agreement are in any respect invalid or unenforceable.

         4.      Action with Respect to the Undertaking Obligations.  The
Shareholders agree that the obligations of the Shareholders hereunder are joint
and several and absolute and unconditional under any and all circumstances,
subject to the terms and conditions hereof and of the Agreement, and will not
be impaired, released, terminated, discharged or otherwise affected except by
performance thereof in full.  Without limiting the generality of the foregoing,
such obligations of the Shareholders will not be affected by any of the
following:  (a) any modification or amendment of, or addition or supplement to,
the Agreement, provided that the obligations of Seller under Section 6.13 of
the Agreement are not increased thereby, (b) any exercise or non-exercise of
any right, power or remedy under, or in respect of, the Agreement, (c) any
waiver, consent, release, extension, indulgence or other action, inaction or
omission under, or in respect of, the Agreement or (d) any insolvency,
bankruptcy or similar proceeding involving or affecting Seller or any