WARRANT AGREEMENT AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of July 30, 1999, between AMERICAN COUNTRY
HOLDINGS INC., a Delaware corporation (formerly known as The Western
Transmedia Company, Inc.) (the "Company"), and AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent (the "Warrant Agent"), to the Warrant
Agreement dated as of June 25, 1993, as amended (as so amended, the "Warrant
Agreement") between the Company and the Warrant Agent.
W I T N E S S E T H
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WHEREAS, Section 1(h) of the Warrant Agreement permits the Company to
extend the New Warrant Expiration Date upon notice to all warrantholders;
WHEREAS, the Board of Directors of the Company has approved the
extension of the expiration date of the Warrants from August 31, 1999 to
August 31, 2000, subject to the dissemination to warrantholders of a notice
informing them of such extension; and
WHEREAS, the Company desires to further amend the Warrant Agreement to
provide for the extension of the New Warrant Expiration Date from August 31,
1999 to August 31, 2000.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
SECTION 1. CAPITALIZATION. All capitalized terms used herein and not
otherwise defined shall have the meanings accorded them in the Warrant
Agreement.
SECTION 2. AMENDMENTS. The Warrant Agreement is hereby amended,
effective as of the date hereof, as follows:
(a) Section 1 of the Warrant Agreement is amended by substituting new
subparagraph (h) in place of the existing subparagraph (h) to read as follows:
"(h) The "New Warrant Expiration Date" shall mean 5:00 P.M. (New York
time) on August 31, 2000, or the Redemption Date as defined in Section
8, whichever is earlier; provided that if such date shall in the state
of New York be a holiday or a day on which banks are authorized or
required to close, then 5:00 P.M. (New York time) on the next following
day which in the State of New York is not a holiday or a day on which
banks are authorized or required to close. Upon notice to all
warrantholders, the Company shall have the right to further extend the
New Warrant Expiration Date."
(b) All references to the date August 31, 1999 in the Warrant
Agreement, insofar as they relate to the date on which the Warrants shall
expire, shall be deemed references to August 31, 2000.
SECTION 3. MISCELLANEOUS.
(a) On and after the date of this Amendment, each reference in the
Warrant Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Warrant Agreement, and each reference in any Warrant
Certificate to "the Warrant Agreement", "thereunder", "thereof" or words of
like import referring to the Warrant Agreement, shall mean and be a reference
to the Warrant Agreement as amended by this Amendment No. 5. The Warrant
Agreement, as amended by this Amendment, is and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed.
(b) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, except that body of law relating to
choice of laws.
(c) This Amendment may be executed in several counterparts, each of
which shall constitute an original and all of which, when taken
together, shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN COUNTRY HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Chairman
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AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ X.X. Xxxx
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Name: X.X. Xxxx
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Title: Vice President
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