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EXHIBIT 4.3
A. H. BELO CORPORATION
AND
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AS WARRANT AGENT
WARRANT AGREEMENT
DATED AS OF _____________
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TABLE OF CONTENTS*
ARTICLE I. ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Execution and Delivery of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.03. Issuance of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II. WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.02. Duration of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.03. Exercise of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. No Rights as Warrant Debt Securityholders Conferred by Warrants or Warrant Certificates . . . . 4
SECTION 3.02. Lost, Stolen, Destroyed or Mutilated Warrant Certificates . . . . . . . . . . . . . . . . . . . 4
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.01. Exchange and Transfer of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 4.02. Treatment of Holders of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.03. Cancellation of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE V. CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 5.02. Conditions of Warrant Agent's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 5.03. Resignation and Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.04. Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VI. MISCELLANEOUS
SECTION 6.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6.02. Notices and Demands to the Company and Warrant Agent . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6.03. Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6.04. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6.05. Delivery of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6.06. Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 6.07. Persons Having Rights under Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 6.08. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 6.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 6.10. Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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*The Table of Contents is not a part of the Warrant Agreement.
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WARRANT AGREEMENT
THIS WARRANT AGREEMENT is dated as of __________________, between A.
H. Belo Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (the "Company") and ____________________, ___________, as
Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
______________ ("Indenture"), with _________________________, as Trustee
("Trustee"), providing for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness ("Debt Securities"), to be
issued in one or more series as provided in the Indenture; and
WHEREAS, the Company proposes to sell [title of Debt Securities being
offered] ("Offered Debt Securities") with warrant certificates evidencing one
or more warrants ("Warrants" or, individually a "Warrant") representing the
right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF
WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants. Warrants shall be [initially]
issued in connection with the issuance of the Offered Debt Securities [but
shall be separately transferable on and after ________________________, 19___
("Detachable Date")] [and shall not be separately transferable]. Warrant
Certificates shall be [initially issued] in units with the Offered Debt
Securities and each Warrant Certificate included in such a unit shall evidence
________ Warrants for each $_____________ principal amount of Offered Debt
Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
__________ _______ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule
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or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Warrant Certificates may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by
its Chairman of the Board, a Vice Chairman of the Board, President or any Vice
President and its Secretary or any of its Assistant Secretaries. Such
signatures may be manual or facsimile signatures of the present or any future
such authorized officers and may be imprinted or otherwise reproduced on the
Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of an authorized representative of the
Warrant Agent. Such signature upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates,
nevertheless, may be countersigned and delivered as though the person who
signed such Warrant Certificates has not ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.
[If bearer Warrants: The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [If Debt Securities with Warrants which
are not immediately detachable: prior to the Detachable Date, the registered
owner of the Offered Debt Security to which such Warrant Certificate was
initially attached, and after such Detachable Date] the bearer of such Warrant
Certificate.]
[If registered Warrants: The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by or
on behalf of the Warrant Agent for that purpose [If Debt Securities with
Warrants which are not immediately detachable: or upon the register of the
Offered Debt Securities prior to the Detachable Date. The Company will, or will
cause the registrar of the Offered Debt Securities to, make available at all
times to the Warrant Agent such information as to holders of the Offered Debt
Securities with Warrants as may be necessary to keep the records maintained by
or on behalf of the Warrant Agent up to date.]]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$__________ aggregate principal amount of Warrant Debt Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
$_______________ aggregate principal amount of Warrant Debt Securities and
shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate
is issued
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in exchange or substitution for one or more previously countersigned Warrant
Certificates [If registered Warrants: or in connection with their transfer],
as hereinafter provided.
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price*. (On ______________, 19___, the
exercise price of each Warrant is $_________ ___. During the period from
___________________, 19___, through and including ____________________,
19____, the exercise price of each Warrant will be $______________ plus
(accrued amortization of the original issue discount) (accrued interest) from
_________________, 19___. On ____________________, 19___, the exercise price
of each Warrant will be $____________. During the period from
__________________, 19___ through and including ____________________, 19__ ,
the exercise price of each Warrant will be $________________ plus (accrued
amortization of the original issue discount) (accrued interest) from
________________, 19___ (In each case, the original issue discount will be
amortized at a ___% annual rate, computed on a (semiannual) (annual) basis
using a 360-day year consisting of twelve 30-day months). Such purchase price
of Warrant Debt Securities is referred to in this Agreement as "the Warrant
Price." [The original issue discount for $1,000 principal amount of Warrant
Debt Securities is $_______________]
SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a
Warrant Certificate may be exercised in whole at any time, as specified herein,
on or after [the date thereof] [___________________, 19___] and at or before
the close of business on _____________________, ______ ("Expiration Date").
Each Warrant not exercised at or before the close of business on the Expiration
Date shall become void, and all rights of the holder of the Warrant Certificate
evidencing such Warrant and under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02, any whole number of Warrants, if the Warrant Certificate
evidencing the same shall have been countersigned by the Warrant Agent, may be
exercised by providing certain information set forth on the reverse side of the
Warrant Certificate and by paying in full, in lawful money of the United States
of America, [in cash or by certified check or official bank check or by bank
wire transfer] [by bank wire transfer], in each case in [immediately available]
funds, the Warrant Price for each Warrant exercised, to (_________________) at
(______________________________________) (or __________________), provided that
such exercise is subject to receipt within five business days of such (payment)
(wire transfer) by __________________________________ of the Warrant Certificate
with the form of election to purchase Warrant Debt Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly executed.
The date on which payment in full of the Warrant Price is received by
_____________________________ shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised.
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*Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.
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(b) _________________________________ shall, from time to time, as
promptly as practicable, advise the Trustee or any Authenticating Agent under
the Indenture of (i) the number of Warrants exercised in accordance with the
terms and conditions of this Agreement and the Warrant Certificates, (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Debt Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such exercise,
and (iv) such other information as the Trustee or any Authenticating Agent
shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant or
Warrants, the Company shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the holder of the Warrant Certificate
evidencing such Warrant or Warrants, the Warrant Debt Security or Warrant Debt
Securities to which such holder is entitled, in fully registered form,
registered in such name or names as may be directed by such holder; and if
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute, and the Warrant Agent shall countersign
and deliver, a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Debt Securities until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that no
such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. No Rights as Warrant Debt Securityholders Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
the Warrant Debt Securities, including, without limitation, the right to
receive payment of the principal of (and premium, if any) or interest, if any,
on the Warrant Debt Securities or to enforce any of the covenants in the
Indenture.
SECTION 3.02. Lost, Stolen, Destroyed or Mutilated Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of such security or indemnity as may
be required by them to save each of them harmless and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and upon its request the Warrant Agent shall countersign and deliver,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a like
number of Warrants. Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that
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may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement of lost, stolen, destroyed or mutilated Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, any
Authenticating Agent, the holder of any Warrant Debt Securities or the holder
of any other Warrant Certificate, may, on his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, his right to exercise the Warrant or
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If
Offered Debt Securities with Warrants which are immediately detachable: Upon]
[If Offered Debt Securities with Warrants which are not immediately detachable:
Prior to the Detachable Date, a Warrant Certificate may be exchanged or
transferred only together with the Offered Debt Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting or in
conjunction with an exchange or transfer of such Offered Debt Security. On or
prior to the Detachable Date, each transfer of the Offered Debt Security shall
operate also to transfer the related Warrant Certificates. After the
Detachable Date upon] surrender at ___________________________________ [or
_____________________________], Warrant Certificates may be exchanged for other
Warrant Certificates in denominations evidencing Warrants, each Warrant
entitling the holder thereof to purchase $_______________ principal amount of
Warrant Debt Securities at the Warrant Price [If registered Warrants: or may
be transferred in whole or in part] [If bearer or registered Warrants: ;
provided that such other Warrant Certificates evidence the same aggregate
number of Warrants as the Warrant Certificates so surrendered.] [If registered
Warrants: The Warrant Agent shall keep or cause to be kept books in which,
subject to such reasonable regulations as it may prescribe, there shall be
registered Warrant Certificates in accordance with Section 1.02 and transfers
of outstanding Warrant Certificates, upon surrender of the Warrant Certificates
to the Warrant Agent or ____________________________________ for transfer,
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer, all in form satisfactory to the Company and
the Warrant Agent or _____________________________, as the case may be.] No
service charge shall be made for any exchange [or transfer] of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or governmental charge that may be imposed in connection
with any such exchange [or transfer]. Whenever any Warrant Certificates are so
surrendered for exchange [or transfer] the Warrant Agent shall countersign and
deliver or cause to be delivered to the person or persons entitled
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thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company. No exchange [or transfer] shall be effected which
will result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange [or transfer] of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange [or transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [If
Offered Debt Securities with bearer Warrants which are not immediately
detachable: Subject to Section 4.01, each] [If Offered Debt Securities with
bearer Warrants which are immediately detachable: Each] Warrant Certificate
shall be transferable by delivery and shall be deemed negotiable and the bearer
of each Warrant Certificate may be treated by the Company, the Warrant Agent,
any agent of the Warrant Agent and all other persons dealing with such bearer
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.] [If registered Warrants: Every holder of a
Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and any agent of the Warrant Agent that until the
Warrant Certificate is transferred on the books maintained for registration of
Warrants in accordance with Section 4.02 [or the register of the Offered Debt
Securities prior to the Detachable Date], the Company, the Warrant Agent and
any agent of the Warrant Agent may treat the registered holder as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [,transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company or any agent of the
Warrant Agent, be delivered to the Warrant Agent, and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
or in lieu thereof. The Warrant Agent shall deliver to the Company from time
to time or otherwise dispose of canceled Warrant Certificates in a manner
satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent. The Company hereby appoints
______________________ as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth; and _______________________________hereby accepts
such appointment. The Warrant Agent shall have the powers and authority
granted to and conferred upon it in the Warrant Certificates and hereby and
such further powers and authority to act on behalf of the Company as the
Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
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The Warrant Agent, from time to time upon receipt of a request of the
Company, shall promptly appoint one or more agents with power to act on its
behalf and subject to its direction in the countersigning and delivery of
Warrant Certificates and in connection with registrations of transfers and
exchanges of Warrant Certificates as fully to all intents and purposes as
though each such agent had been expressly authorized to countersign and deliver
such Warrant Certificates, and in connection with the exercise of Warrants.
For all purposes of this Agreement, the countersignature and delivery of
Warrant Certificates by any such agent pursuant to this Section shall be deemed
to be the countersignature and delivery of such Warrant Certificates "by the
Warrant Agent."
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent (including any agent appointed pursuant to Section 5.01)
the compensation to be agreed upon with the Company for all services rendered
by the Warrant Agent and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including counsel fees) incurred by the Warrant Agent
in connection with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Warrant Agent, arising out of or in connection with
its acting as Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of liability in the premises.
(b) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the owners or holders of the
Warrant Certificates.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificates, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
any Warrant Certificates, with the same rights that it or they would have if it
were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or
other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Debt Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder.
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(f) No Liability for Interest. The Warrant Agent shall not have any
liability for interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall not incur
any liability with respect to the validity of this Agreement or any of the
Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in the
Warrant Certificates contained (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform such duties as are herein and in the Warrant Certificates specifically
set forth and no implied duties or obligations shall be read into this
Agreement or the Warrant Certificates against the Warrant Agent. The Warrant
Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The Warrant
Agent shall not be accountable or under any duty or responsibility for the use
by the Company of any of the Warrant Certificates authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained herein
or in the Warrant Certificates or in the case of the receipt of any written
demand from a holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.02 hereof, to make any demand
upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrant Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company agrees to accept less notice. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying such
removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a corporation organized
and doing business under the laws of the United States of America or of any
State and authorized under such laws to act as warrant agent) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
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(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall file a petition seeking relief under Title 11 of the
United States Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law or make an assignment
for the benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of Title 11 of the United States Code, as now constituted
or hereafter amended, or under any other applicable Federal or State bankruptcy
or similar law, or if any public officer shall have taken charge or control of
the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as aforesaid, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment as
aforesaid of a successor Warrant Agent and acceptance by the successor Warrant
Agent of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay
over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
SECTION 5.04. Payment of Taxes. The Company will pay all stamp and
other duties, if any, to which, under the laws of the United States of America
or any State, this Agreement or the original issuance of the Warrant
Certificates may be subject.
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement
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as the Company and the Warrant Agent may deem necessary or desirable; provided
that such action shall not adversely affect the interests of the holders of the
Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such notice
or demand to the Company.
SECTION 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_______________________________________ and any communications from the Warrant
Agent to the Company with respect to this Agreement shall be addressed to A. H.
Belo Corporation, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000, Attention:
Treasurer (or such other address as shall be specified in writing by the
Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by the laws of
the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to
the Warrant Agent or any agent appointed by it in accordance with Section 5.01
sufficient copies of a prospectus and prospectus supplement, as the case may
be, relating to the Warrant Debt Securities deliverable upon exercise of
Warrants for delivery thereof to the holders of the Warrant Certificate
evidencing such Warrants, prior to or concurrently with the delivery of the
Warrant Debt Securities issued upon such exercise.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation the maintenance of the effectiveness
of a registration statement in respect of the Warrants and Warrant Debt
Securities under the Securities Act of 1933), which may be or become requisite
in connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants and the issuance, sale, transfer and
delivery of the Warrant Debt Securities issued upon exercise of the Warrants.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing
in this Agreement expressed or implied and nothing that may be inferred from
any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any individual or entity other than the Company, the Warrant
Agent and its agents and the holders of the Warrant Certificates any right,
remedy or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise or agreement hereof; and all covenants,
conditions, stipulations, promises and agreements in this Agreement contained
shall be for the sole and exclusive benefit of the Company and the Warrant
Agent and its agents and their successors and of the holders of the Warrant
Certificates.
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SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal office of the
Warrant Agent at ________________________ and at the main office of the
Company, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000, for inspection by the
holder of any Warrant Certificate. The Warrant Agent or the Company may require
such holder to submit such holder's Warrant Certificate for inspection by it.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by one of its duly authorized officers and the same to be attested by its
Secretary or one of its Assistant Secretaries; and
__________________________ has caused this Agreement to be signed by one of
its duly authorized officers, and the same to be attested by ________________
all as of the day and year first above written.
A. H. BELO CORPORATION
BY
--------------------------------
Authorized Officer
Attest:
----------------------------
(Assistant) Secretary
BY
--------------------------------
Attest:
----------------------------
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EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
A-1
