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 (Offshore) L.P.
Address of Purchaser: 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Number of Shares: 9,875
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) or 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
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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.
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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.
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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.
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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
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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. Guild
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:
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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
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