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Exhibit 4.5
FIRST AMENDMENT
TO STOCK PURCHASE WARRANT
(CERTIFICATE NO. W-1)
THIS FIRST AMENDMENT (the "First Amendment") to the Stock Purchase
Warrant (Certificate No. W-1) dated February 28, 1997 (the "Warrant"),
entitling Hicks, Muse, Xxxx & Xxxxx Equity Fund III, L.P., a Delaware limited
partnership ("Purchaser"), or registered assigns, to purchase up to 16,753.68
Warrant Shares (as that term is defined in the Warrant), is entered into
effective as of August 30, 2000, by and between Sunrise Television Corp., a
Delaware corporation ("Holdings"), and the Purchaser.
RECITALS:
WHEREAS, the Purchaser is the holder of the Warrant as of the date
hereof;
WHEREAS, the Board of Directors (the "Board") of Holdings is
contemplating a recapitalization of Holdings (the "Recapitalization");
WHEREAS, in order to effect the Recapitalization, the Board proposes
to amend and restate the Amended and Restated Certificate of Incorporation (the
"Charter Amendment"), to, among other things, authorize two classes of common
stock, one of which will be nonvoting common stock, and to convert all
outstanding shares of common stock of Holdings into a new class of nonvoting
common stock, except for one share of common stock held by Xxxxx Broadcasting
Partners, L.P., a Delaware limited partnership, which will be converted into a
new class of voting common stock of Holdings;
WHEREAS, in contemplation of the consummation of the Recapitalization,
the parties hereto desire to amend the terms and provisions of the Warrant as
hereinafter set forth; and
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Warrant.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:
1. From and after the effective time of the Recapitalization,
the definition of "Common Stock" in Section 2 shall be amended and restated to
read in its entirety as follows:
"Common Stock" means the Class A Common Stock or Class B Common Stock
of Holdings, par value $.01 per share.
2. From and after the effective time of the Recapitalization,
the definition of "Vested Warrant Shares" in Section 2 shall be amended and
restated to read in its entirety as follows:
"Vested Warrant Shares" means the number of Warrant Shares, subject to
adjustment as provided herein. All of the Vested Warrant Shares may be
exercised at any time, subject to the terms and conditions of this
Warrant.
3. From and after the effective time of the Recapitalization,
the definition of "Warrant Shares" in Section 2 shall be amended and restated to
read in its entirety as follows:
"Warrant Shares" means 11,256.40 shares of Common Stock issuable upon
exercise of this Warrant, subject to adjustment as provided herein.
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4. From and after the effective time of the Recapitalization,
the definition of "Sale of Holdings" in Section 2 shall be amended and restated
to read in its entirety as follows:
"Sale of Holdings" means the sale of Holdings to an Independent Third
Party or group (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended) of Independent Third Parties
pursuant to which such party or parties acquire (i) capital stock of
Holdings possessing the voting power under normal circumstances to
elect a majority of Holdings' board of directors (whether by merger,
consolidation, sale, transfer or exchange of Holdings' capital stock)
or (ii) all or substantially all of Holdings' assets determined on a
consolidated basis; provided, however, that the consummation of the
Recapitalization and the transactions contemplated by that certain
Stock Purchase Agreement dated March 13, 2000, as amended, by and
among Sunrise Television Partners, L.P., a Delaware limited
partnership, and Xxxxx Broadcasting Partners, L.P., a Delaware limited
partnership, and joined in by Holdings, Xxxxx Broadcasting Group,
Inc., Xxxxx XxXxxxxxxx, Xxxx Xxxxxxx and Xxxxx X. Xxxx, shall not
constitute a Sale of Holdings.
5. From and after the effective time of the Recapitalization,
Section 1B(i) shall be amended and restated to read in its entirety as follows:
(i) This Warrant shall be deemed to have been exercised pursuant
to Section1A when all of the following items have been delivered to
Holdings (the "Exercise Time"):
(a) a completed Exercise Agreement, in the form, set
forth in Exhibit A hereto, executed by the Registered Holder;
(b) this Warrant;
(c) the aggregate Exercise Price (payable in the manner
provided in subsection (viii) below);
(d) necessary approval of the Federal Communications
Commission for the exercise of this Warrant; and
(e) such documentation as Holdings shall reasonably
request, including as described in Section 1B(vii) below.
6. Except as herein specifically amended or supplemented, the
Warrant shall continue in full force and effect in accordance with its terms.
7. This First Amendment may be executed and delivered (including
by facsimile transmission) in any number of counterparts, all of which shall be
considered one and the same agreement and shall become effective when any
number of counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same
counterpart.
8. THE PROVISIONS OF THIS WARRANT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS
OF LAW OR CHOICE OF LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION
WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN
THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment effective as of the date first written above.
HOLDINGS:
SUNRISE TELEVISION CORP.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
PURCHASER:
HICKS, MUSE, XXXX & XXXXX EQUITY FUND III, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Xxxxx, Muse GP Partners III, L.P.,
Its General Partner
By: Xxxxx, Muse Fund III Incorporated,
Its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Principal
