THIS WARRANT AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN
INTEREP NATIONAL RADIO SALES, INC.
WARRANT TO PURCHASE CLASS A COMMON STOCK
ISSUE DATE: JUNE 26, 2002
This certifies that the following named purchaser, or its permitted
assigns, is entitled, subject to the terms set forth below, to purchase from
INTEREP NATIONAL RADIO SALES, INC. (the "Company"), a New York corporation, up
to the number of fully paid and nonassessable shares (the "Shares) of Class A
Common Stock, $.01 par value, of the Company ("Common Stock"), in the aggregate
number and at the purchase price (the "Purchase Price") set forth below, from
time to time through the Termination Date, as defined below. Such Purchase Price
and number of Shares are subject to adjustment as provided in Section 2 of this
Warrant. This Warrant is being issued together with certain other warrants of
like tenor (collectively, the "Warrants") in connection with the Stock Purchase
Agreement of even date herewith, (the "Agreement"), among the Company and the
Purchasers named therein.
Name of Purchaser: EOS Partners L.P.
Address of Purchaser: 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Number of Shares: 15,625
Purchase Price: $4.00 per Share, as it may be adjusted in
accordance with Section 2 hereof.
1. Definitions.
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As used in this Warrant, the following terms, unless the context otherwise
requires, have the following meanings:
(a) "Termination Date" means 5:00 p.m. New York City time, on
June 26, 2007.
(b) "Company" includes any corporation which succeeds to or assumes the
obligations of the Company under this Warrant.
(c) "Stock" means shares of Class A Common Stock of the Company and stock
of any other class into which those shares are hereafter changed.
(d) "Warrantholder," "holder of Warrant," "holder," or similar terms when
the context refers to a holder of this Warrant, means any person or
entity that at the time is the registered holder of this Warrant.
(e) Any other capitalized term used but not defined herein has the meaning
set forth in the Agreement.
2. Adjustments to Purchase Price. The Purchase Price shall be subject to
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adjustment from time to time, as follows:
(a) In case at any time after the date hereof, the Company shall pay or make a
dividend or distribution on all or any portion of its Stock or shall make a
dividend or other distribution on any other class of capital stock of the
Company which dividend or distribution includes Stock, the Purchase Price
in effect at the opening of business on the day following the date fixed
for the determination of stockholders entitled to receive such dividend or
other distribution shall be decreased by multiplying such Purchase Price by
a fraction of which the numerator shall be the number of shares of Stock
outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares
of Stock and the total number of shares of Stock or other class of capital
stock constituting such dividend or other distribution, such decrease to
become effective immediately after the opening of business on the day
following the date fixed for such determination. For purposes of this
Section 2(a), the number of shares of Stock at any time outstanding shall
not include shares held in treasury of the Company but shall include shares
issuable in respect of scrip certificates, if any, issued in lieu of
fractions of shares of Stock. If any dividend or other distribution of the
type described in this Section 2(a) is declared but not so paid or made,
the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such dividend or other distribution had not been
declared.
(b) In case at any time after the date hereof, the Company shall pay or make a
dividend or distribution on all or any portion of its Stock consisting of,
or shall otherwise issue to all holders of its Stock, rights, warrants or
options (not being available on an equivalent basis to the Warrantholder on
exercise of this Warrant) entitling the holders of its Stock to subscribe
for or purchase Stock at a price per share less than the current market
price per share (determined as provided in Section 2(h) hereof) of the
shares of Stock on the date fixed for the determination of stockholders
entitled to receive such rights, warrants or options (other than pursuant
to a dividend reinvestment plan), the Purchase Price in effect at the
opening of business on the day following the date fixed for such
determination shall be decreased by multiplying such Purchase Price by a
fraction of which the numerator shall be the number of shares of Stock
outstanding at the close of business on the date fixed for such
determination plus the number of shares of Stock which the aggregate of the
offering price of the total number of shares of Stock so offered for
subscription or purchase would purchase at such current market price and
the denominator shall be the number of shares of Stock outstanding at the
close of business on the date fixed for such determination plus the number
of shares of Stock so offered for subscription or purchase, such decrease
to become effective immediately after the opening of business on the day
following the date fixed for such determination. For purposes of this
Section 2(b), the number of shares of Stock at any time outstanding shall
not include shares held in treasury of the Company but shall include shares
issuable in respect of scrip certificates, if any, issued in lieu of
fractions of shares of Stock. The Company shall not issue any rights or
warrants in respect of Stock held in treasury of the
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Company (or, if rights or warrants are issued in respect of all of the
Stock of the Company, will not exercise any such rights or warrants in
respect of Stock held in treasury of the Company). In the event that such
rights or warrants are not so issued, the Purchase Price shall again be
adjusted to be the Purchase Price which would then be in effect if such
date fixed for the determination of stockholders entitled to receive such
rights or warrants had not been fixed. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of Stock
at less than the current market price, and in determining the aggregate
offering price of such shares of Stock, there shall be taken into account
any consideration received for such rights or warrants. The value of such
consideration, if other than cash, shall be determined in the reasonable
good faith judgment of the Board of Directors of the Company, whose
determination shall be conclusive.
(c) In case at any time after the date hereof, all or any portion of the Stock
outstanding shall be subdivided into a greater number of shares of Stock,
the Purchase Price in effect at the opening of business on the day
following the day on which such subdivision becomes effective shall be
proportionately reduced, and, conversely in case at any time after the date
hereof, all or any portion of the Stock outstanding shall each be combined
into a smaller number of shares of Stock, the Purchase Price in effect at
the opening of business on the day following the day on which such
combination becomes effective shall be proportionately increased, such
reduction or increase, as the case may be, to become effective immediately
after the opening of business on the day following the day on which such
subdivision or combination becomes effective.
(d) In case at any time after the date hereof, the Company shall, by dividend
or otherwise, distribute to all holders of its Stock evidences of its
indebtedness or assets (including securities, rights, warrants or options,
but excluding any rights, warrants, or options referred to in Section 2(b)
hereof as entitling the holders of Stock to subscribe for or purchase Stock
at a price per share less than the then current market price, any dividend
or distribution paid exclusively in cash, any dividend or distribution
referred to in Section 2(a) hereof and any dividend or distribution upon a
merger or consolidation referred to in Section 3 hereof), the Purchase
Price in effect at the opening of business on the day following the date
fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be decreased by multiplying such
Purchase Price by a fraction of which the numerator shall be the current
market price per share (determined as provided in Section 2(h) hereof) of
the Stock on the date fixed for such determination less the then fair
market value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or evidence
of indebtedness so distributed applicable to one share of Stock and the
denominator shall be such current market price per share of the Stock, such
adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of stockholders
entitled to receive such distribution. If any dividend or distribution of
the type described in this Section 2(d) is declared but not paid or made,
the Purchase Price shall again be adjusted to the Purchase Price which
would then be in effect if such dividend or distribution had not been
declared.
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(e) In case at any time after the date hereof, the Company shall, by dividend
or otherwise, make a distribution to all holders of its Stock consisting
exclusively of cash (excluding any cash that is distributed upon a merger
or consolidation or a sale or transfer of all or substantially all of the
assets of the Company to which Section 3 hereof applies or as a part of a
distribution referred to in Section 2(d)) in an aggregate amount that,
combined together with (i) the aggregate amount of any other distributions
to all holders of its Stock made exclusively in cash within the 12 months
immediately preceding the date of payment of such distribution and in
respect of which no adjustment pursuant to this Section 2(e) has been made
and (ii) the aggregate of any cash plus the fair market value (as
determined by the Board of Directors of the Company, whose determination
shall be conclusive) of consideration payable in respect of any tender
offer by the Company or any of its subsidiaries for all or any portion of
the Stock concluded with the 12 months immediately preceding the date of
payment of such distribution and in respect of which no adjustment pursuant
to this Section 2(e) has been made, exceeds 12.5% of the product of the
current market price per share of Stock on the date for the determination
of holders of Stock entitled to receive such distribution multiplied the
number of shares of Stock outstanding on such date, then, and in each such
case, immediately after the close of business on such date for
determination, the Purchase Price in effect immediately prior to the close
of business on the date fixed for determination of the stockholders
entitled to receive such distribution shall be decreased by multiplying
such Purchase Price by a fraction (A) the numerator of which shall be equal
to the current market price per share (determined as provided in Section
2(h) hereof) of the Stock on the date fixed for such determination less an
amount equal to the quotient of (x) the excess of such combined amount ever
such 12.5% and (y) the number of shares of Stock outstanding on such date
for determination and (B) the denominator of which shall be equal to the
current market price per share (determined as provided in section 2(h)
hereof) of the Stock on such date for determination. If any dividend or
distribution of the type described in this Section 2(e) is declared but not
so paid or made, the Purchase Price shall again be adjusted to the Purchase
Price which would then be in effect if such dividend or distribution had
not been declared.
(f) In case a tender or exchange offer made by the Company or any subsidiary of
the Company for all or any portion of the Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall
require the payment to stockholders (based on the acceptance (up to any
maximum specified in the terms of the tender offer) of Purchased Shares (as
defined below)) of an aggregate consideration having a fair market value
(as determined by the Board of Directors of the Company, whose
determination shall be conclusive) that combined together with (i) the
aggregate of the cash plus the fair market value (as determined by the
Board of Directors of the Company, whose determination shall be conclusive)
as of the expiration of such tender or exchange offer, of consideration
payable in respect of any other tender or exchange offer, by the Company or
any subsidiary of the Company for all or any portion of the Stock expiring
within the 12 months immediately preceding the expiration of such tender or
exchange offer and in respect of which no adjustment, pursuant to this
Section 2(f) has been made and (ii) the aggregate amount of any
distributions to all holders of the Stock made exclusively in cash within
12 months immediately preceding the expiration of such tender or exchange
offer and in respect of which no adjustment pursuant to Section 2(e) hereof
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has been made, exceeds 12.5% of the product of the current market price per
share (determined as provided in Section 2(h) hereof) of the Stock as of
the last time (the "Expiration Time") tenders or exchanges could have been
made pursuant to such tender or exchange offer (as it may be amended)
multiplied by the number of shares of Stock outstanding (including any
tendered or exchanged shares) on the Expiration Time, then, and in each
such case, immediately prior to the opening of business on the day after
the date of the Expiration Time, the Purchase Price in effect immediately
prior to the close of business on the date of the Expiration Time shall be
decreased by multiplying such Purchase Price by a fraction (A) the
numerator of which shall be equal to (1) the product of (x) the current
market price per share (determined as provided in Section 2(h) hereof) of
the Stock on the date of the Expiration Time and (y) the number of shares
of Stock outstanding (including any tendered or exchanged shares) on the
date of the Expiration Time less (2) the amount of cash plus the fair
market value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the aggregate consideration payable
to stockholders based on the acceptance (up to any maximum specified in the
terms of the tender offer) of Purchased Shares, and (B) the denominator of
which shall be equal to the product of (xx) the current market price per
share (determined as provided in Section 2(h) hereof) of the Stock on the
date of the Expiration Time and (yy) the number of shares of Stock
outstanding (including any tendered or exchanged shares) on the date of the
Expiration Time less the number of all shares of Stock validly tendered or
exchanged and not withdrawn as of the Expiration Time (the shares of Stock
deemed so accepted up to any such maximum, being referred to as the
"Purchased Shares"). In the event that the Company is obligated to purchase
shares pursuant to any such tender offer, but the Company is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such tender offer had
not been made.
(g) The reclassification of Stock into securities other than Stock (other than
any reclassification upon a consolidation or merger to which Section 3
hereof applies) shall be deemed to involve (i) a distribution of such
securities other than Stock to all holders of Stock (and the effective date
of such reclassification shall be deemed to be "the date fixed for the
determination of stockholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning of Section 2(a))
and (ii) a subdivision or combination, as the case may be, of the number of
shares of Stock outstanding immediately prior to such reclassification into
the number of shares of Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be "the day upon
which such subdivision becomes effective," as the case may be, and "the day
upon which such subdivision or combination becomes effective", within the
meaning of the Section 2(c)).
(h) For the purpose of any computation under Sections 2(b), 2(d), 2(e) and 2(f)
the current market price per share of Stock on any date shall be deemed to
be the average of the daily closing prices per share for the five trading
days immediately preceding the earlier of the day in question and the day
before the "ex date" with respect to the issuance or distribution requiring
such computation. For purposes of this Section 2(h), the term "ex date",
when used with respect to any issuance or distribution, means the first
date on
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which the Stock trades regular way on the applicable securities exchange or
in the applicable securities market without the right to receive such
issuance or distribution.
(i) The Company may make such reductions in the Purchase Price, in addition to
those required by paragraphs (a), (b), (c.), (d), (e) and (f), of this
Section 2, as it considers to be advisable to avoid or diminish any income
tax to holders of Stock or rights to purchase Stock resulting from any
dividend or distribution of Stock (or rights to acquire Stock) or from any
event treated as such for income tax purposes. The Company from time to
time may reduce the Purchase Price by any amount for any period of time if
the period is at least twenty days, the reduction is irrevocable during the
period and the Board of Directors of the Company (or, to the extent
permitted by applicable law, a duly authorized, committee thereof) shall
have made a determination that such reduction would be in the best
interests of the Company, which determination shall be conclusive. Wherever
the Purchase Price is reduced pursuant to the preceding sentence, the
Company shall mail to Warrantholders of record a notice of the reduction at
least fifteen days prior to the date the reduced Purchase Price takes
effect, and such notice shall state the reduced purchase Price and the
period it will be in effect.
(j) Notwithstanding any other provision of this Section 2, no adjustment to the
Purchase Price shall reduce the Purchase Price below the then par value per
share of the Stock, and any such purported adjustment shall instead reduce
the Purchase Price to such par value. The Company hereby covenants not to
take any action (i) to increase the par value per share of the Stock or
(ii) that would or does result in any adjustment in the Purchase Price that
would cause the Purchase Price to be less than the then par value per share
of the Stock.
(k) Notwithstanding any other provision of this Section 2, no adjustment in the
Purchase Price need be made until all cumulative adjustments amount to 1%
or more of the Purchase Price as last adjusted. Any adjustments that are
not made shall be carried forward and taken into account in any subsequent
adjustment.
(l) Whenever the Purchase Price is adjusted as herein provided:
(i) The Company shall compute the adjusted Purchase Price and shall
prepare a certificate signed by the Treasurer or Chief Financial
Officer of the Company setting forth the adjusted Purchase Price and
showing in reasonable detail the facts upon which such adjustment is
based, and such certificate shall forthwith be filed with the transfer
agent for this Warrant, if any, and
(ii) A notice stating that the Purchase Price has been adjusted and setting
forth the adjusted Purchase Price, accompanied by the certificate
referred to in clause (i) of this Section 2(l), shall be mailed, as
soon as practicable, by the Company to all Warrantholders of record
at their last addresses as they shall appear upon the books and
records of the Company.
(m) In any case in which this Section 2 provides that an adjustment shall
become effective immediately after a record date for an event, the
Company may defer until the occurrence
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of such event (i) issuing to a Warrantholder who exercised this Warrant
after such record date and before the occurrence of such event the
additional shares of Stock issuable upon such exercise by reason of the
adjustment required by such event over and above the Stock issuable upon
such exercise before giving effect to such adjustment and (ii) paying to
such Warrantholder any amount in cash in lieu of any fractional share of
Stock pursuant to Section 4(c) hereof.
3. Merger, Consolidation, Restructuring, Reclassification, etc. In the event
-----------------------------------------------------------
that the Company shall be a party to any transaction, including without
limitation any (i) recapitalization or reclassification of the Stock (other
than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination of
the Stock), (ii) any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the
Company (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Stock), (iii)
any sale or transfer of all or substantially all of the assets of the
Company or (iv) any compulsory share exchange, pursuant to which the Stock
is converted into the right to receive other securities, cash or other
property, then lawful provision shall he made as part of the terms of such
transaction whereby the Warrantholder shall have the right thereafter, to
exercise this Warrant into the kind and amount of securities, cash and
other property receivable upon such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock into which this Warrant might have been
exercised immediately prior to such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange. The Company or the
Person formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires the Company's shares, as the case
may be, shall make provisions in its certificate or articles of
incorporation or other constituent document to establish such right. Such
certificate or articles of incorporation or other constituent document
shall provide for adjustments which, for events subsequent to the effective
date of such certificate or articles of incorporation or other constituent
document shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 2. The above provisions shall similarly
apply to successive recapitalizations, reclassifications, consolidations,
mergers, sales, transfers or share exchanges. As used in this Section 3 the
word "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock corporation, trust, unincorporated
organization or government or agency or political subdivision thereof
(including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or
business).
4. Exercise Provisions.
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(a) Manner of Exercise. This Warrant may be exercised in whole or in part on or
------------------
before the Termination Date only by the holder of this Warrant surrendering
to the Company, at its principal office, this Warrant, together with the
exercise form attached to this Warrant duly executed by the holder and
payment to the Company in the amount obtained by multiplying the Purchase
Price by the number of shares of Stock designated in the exercise form.
Payment may be made at the option of the Warrantholder, either (A) by cash
or (B) by bank wire transfer or (C) by surrender of this Warrant with
instructions
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that the Company retain as payment of the Purchase Price the number of
Shares determined as set forth in clause (ii) of the following
paragraph (a "Cashless Exercise").
In the event of a Cashless Exercise: (i) the holder shall receive the
number of Shares determined by multiplying the total number of Shares
for which the Cashless Exercise is made by a fraction, the numerator of
which shall be the difference between the Current Market Price (as
defined below) per Share and the Purchase Price, and the denominator of
which shall be the Current Market Price (determined as provided in this
Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise
has been made shall be deemed to have been paid to the Company as the
Purchase Price.
For purposes of the above calculation, the Current Market Price of one
share of Stock means: (i) the average of the reported closing prices of
a share of Stock quoted on the Nasdaq National Market or on any
exchange on which the shares of Stock are listed, whichever is
applicable, for the five trading days immediately prior to the exercise
date of this Warrant, (ii) if no such closing price is available, the
average of the closing bid and asked prices of a share of Stock as
quoted in the Over-the-Counter Market Summary for the five trading days
immediately prior to the exercise date of this Warrant, or (iii) if the
shares of Stock are not listed on the Nasdaq National Market or on any
exchange as quoted in the Over-the-Counter Market, the fair market
value per share of Stock as of the date of exercise of this Warrant as
determined by the Company's Board of Directors in good faith.
(b) Partial Exercise. On any partial exercise, the Company shall promptly
----------------
issue and deliver to the holder of this Warrant a new Warrant or
Warrants of like tenor in the name of the holder of this Warrant
providing for the right to purchase that number of Shares as to which
this Warrant has not been exercised. The Company shall pay all
expenses, taxes and other charges payable in connection with the
preparation, issuance and delivery of share certificates and new
warrants.
(c) No Fractional Shares. The Company shall not be required to issue
--------------------
fractional Shares upon exercise of this Warrant. If any fraction of a
Share would, but for this Section 4(c), be issuable upon final exercise
of this Warrant, in lieu of such fractional Share the Company shall pay
to the Warrantholder, in cash, an amount equal to the same fraction of
the Current Market Price of such Share on the day immediately prior to
the date of such exercise.
5. Delivery of Stock Certificates.
------------------------------
As promptly as practicable and in any event within seven days after full or
partial exercise of this Warrant, the Company, at its expense, shall cause to be
issued in the name of, and delivered to, the holder of this Warrant, a
certificate or certificates for the number of validly issued, fully paid and
nonassessable shares of Stock to which that holder is entitled on such exercise,
together with any other securities and property to which that holder is entitled
on such exercise under the terms of this Warrant.
-8-
6. Compliance with Securities Act; Notice of Proposed Transfers;
Registration Rights.
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(a) Compliance with Securities Act. The holder of this Warrant, by acceptance
------------------------------
hereof, agrees that this Warrant and the Shares to be issued on its
exercise are being acquired for investment and that such holder shall not
offer, sell or otherwise dispose of this Warrant or any Shares issued on
its exercise except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended (the "Act"). On
exercise of this Warrant, the holder hereof shall confirm in writing, in a
form reasonably satisfactory to the Company, that the Shares are being
acquired for investment and not with a view toward distribution or resale
(unless sale of the Shares has been registered under the Act or an
exemption therefrom is available). Any proposed transferee of this Warrant
or the Shares shall be required to agree in writing to the provisions of
this Section 6 (unless such transfer of the Shares has been registered
under the Act). Certificates representing all Shares (unless registered
under the Act) shall be stamped or imprinted with a legend describing the
restrictions set forth herein.
(b) Notice of Proposed Transfers. Prior to any proposed transfer of this
----------------------------
Warrant, the Warrantholder shall give written notice to the Company of its
intention to effect such transfer. Each such notice shall describe the
manner of the proposed transfer and, except with respect to an affiliate
who represents and warrants that it is an "accredited investor" as defined
in Rule 501 of Regulation D under the Securities Act, if reasonably
requested by the Company, shall be accompanied by an opinion of counsel
reasonably satisfactory to the Company to the effect that the proposed
transfer of this Warrant may be effected without registration under the
Act, whereupon the Warrantholder shall be entitled to transfer this Warrant
in accordance with the terms of its notice. Any new warrant issued to such
transferee in replacement of this Warrant shall bear the same legend set
forth on the first page of this Warrant, unless (i) such transfer is in
accordance with the provisions of Rule 144 promulgated under the Act (or
any other rule permitting public sale of this Warrant without registration
under the Act) or (ii) the opinion of counsel referred to above is to the
further effect that the transferee and any subsequent transferee (other
than an affiliate (as such term is defined in Rule 144 promulgated under
the Act) of the Company) would be entitled to transfer such securities in a
public sale without registration under the Act.
Whenever a Warrantholder is able to demonstrate to the Company (and
its counsel) that the provisions of Rule 144(k) promulgated under the Act
are available to such Warrantholder without limitation, such Warrantholder
shall be entitled to receive from the Company, without expense, a new
warrant not bearing the restrictive legend set forth on the first page of
this Warrant.
(c) Registration Rights. The Shares constitute Registerable Securities for
-------------------
purposes of the Registration Rights Agreement of even date herewith among
the Company and the other parties named therein.
-9-
7. Miscellaneous Provisions.
------------------------
(a) Reservation of Stock. The Company has duly reserved and shall at all
--------------------
times reserve and keep available, solely for issuance on exercise of
this Warrant, all shares of Stock or other securities from time to time
issuable on exercise of this Warrant.
(b) Amendment or Waiver. The provisions of this Warrant, or the provisions of
-------------------
all of the Warrants, may be amended only by an instrument in writing signed
by the Company and the holders of at least two-thirds in interest of the
then outstanding and unexpired Warrants, provided that any such amendment
that adversely affects any Warrantholder shall require the separate consent
of such Warrantholder. So long as he is not adversely effected and subject
to the foregoing, the Warrantholder agrees that his rights hereunder may be
waived or amended by persons or entities holding more than two-thirds in
interest of the then outstanding and unexpired Warrants without obtaining
any additional consents of the Warrantholder; provided, however, that any
holder of a Warrant may waive any of such holder's rights hereunder with
respect to itself without obtaining the consent of any other holder. Any
amendment or waiver effected in accordance with this Section 7(b) shall be
binding on the Warrantholder and the Warrantholder's successors and
assigns.
(c) Replacement. On receipt of evidence reasonably satisfactory to the Company
-----------
of the loss, theft, destruction, or mutilation of this Warrant and, in the
case of loss, theft, or destruction, on delivery of any indemnity agreement
or bond reasonably satisfactory in form and amount to the Company or, in
the case of mutilation, on surrender and cancellation of this Warrant, the
Company at its expense will execute and deliver, in lieu of this Warrant, a
new Warrant of like tenor.
(d) No Rights as Shareholder. Without limiting the provisions of Sections 2 and
------------------------
3 hereof, no holder of this Warrant, as such, shall be entitled to vote or
receive dividends or be considered a shareholder of the Company for any
purpose, nor shall anything in this Warrant be construed to confer on any
holder of this Warrant as such, any rights of a shareholder of the Company
or any right to vote, to give or withhold consent to any corporate action,
to receive notice of meetings of shareholders, to receive dividends or
subscription rights or otherwise.
(e) Notices. Notices hereunder to the holder of this Warrant shall be sent in
------
accordance with Section 7.2 of the Agreement.
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(f) Governing Law. This Warrant shall be governed by the laws of the State of
-------------
New York, without giving effect to conflicts of law principles.
Dated: June 26, 2002
INTEREP NATIONAL RADIO SALES, INC.
By: /s/ Xxxxx X. Guild
--------------------------------
Xxxxx X. Xxxxx
Chairman of the Board
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Form of Exercise
----------------
(To be signed only on exercise of Warrant)
To: INTEREP NATIONAL RADIO SALES, INC.
The undersigned holder of the attached Warrant hereby
irrevocably elects to exercise the right to purchase _____________ shares of
Class A Common Stock of INTEREP NATIONAL RADIO SALES, INC. (the "Company") and
herewith makes payment of $_____________ (or the portion of the Warrant
exercisable for ___ shares) for those shares and requests that the certificate
for those shares be issued in the name of the undersigned and delivered to the
address below the signature of the undersigned. The undersigned hereby affirms
the statements and covenants in Sections 6(a) and 6(b) of the Warrant.
Dated:
---------------
------------------------------------
Signature
Print Name:
(Signature must conform in all
respects to the name of holder as
specified on the face of the
attached Warrant.)
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Address
-12-
