EXHIBIT 4.8
HEFTEL BROADCASTING CORPORATION
AND
_______________________,
Warrant Agent
-----------------
WARRANT AGREEMENT
-----------------
Providing for the Issuance of
% {Notes/Debentures} Due Purchase Warrants
Dated as of ____________, 1997
WARRANT AGREEMENT
THIS WARRANT AGREEMENT is entered into as of
, 1997 between Heftel Broadcasting Corporation, a corporation incorporated
under the laws of Delaware corporation (the "Company") and ______________,
a ________ incorporated under the laws of ____________ (the "Agent").
W I T N E S S E T H:
WHEREAS, the Company proposes to issue ____ Warrants (as
hereinafter defined), each Warrant entitling the registered owner thereof to
purchase ___% {Notes/Debentures} Due ______ (as hereinafter defined) of the
Company at the price and upon the terms and conditions herein set forth; and
WHEREAS, the Company is duly authorized to issue the Warrants as
herein provided; and
WHEREAS, all things necessary have been done and performed to
make the Warrants when duly authenticated by the Agent and issued as in this
Agreement provided legal and valid and binding upon the Company with the
benefits and subject to the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and
valuable consideration mutually given and received, the receipt and sufficiency
whereof is hereby acknowledged, it is hereby agreed and declared as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITIONS. Except as otherwise expressly
provided or unless the context otherwise requires, the terms defined in this
Section 1.1 shall for all purposes of this Agreement, have the meanings herein
specified, the following definitions to be equally applicable to both the
singular and plural forms of any of the terms herein defined:
AGENT
The term "Agent" shall mean _____________, a _________
incorporated under the laws of ____________ or its
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lawful successors from time to time appointed in accordance with this
Agreement.
AGREEMENT
The term "Agreement" shall mean this Warrant Agreement between
the Company and the Agent, as such agreement is originally executed or as it
may from time to time be supplemented, modified or amended as provided herein.
BUSINESS DAY
The term "Business Day" shall mean any day which is not a
Saturday or Sunday or which in the City of Dallas, Texas or in the City of
New York or ____________ is neither a legal holiday nor a day on which banking
institutions are authorized by law or regulation to close.
COMPANY
The term "Company" shall mean Heftel Broadcasting Corporation,
a Delaware corporation, until a successor entity shall have become such
pursuant to the applicable provisions of this Agreement and thereafter the term
"Company" shall mean such successor entity.
EVENT OF DEFAULT
The term "Event of Default" shall mean any event specified as
such in Section 6.1 hereof. An Event of Default shall "exist" if an Event of
Default shall have occurred and be continuing.
EXERCISE DATE
The term "Exercise Date" shall mean each date during the Exercise
Period on which {Notes/Debentures} are purchased by a Registered Owner through
the exercise of all or a portion of its Warrants.
EXERCISE FORM
The term "Exercise Form" shall mean the form designated Exercise
Form attached as Annex II to each Warrant.
EXERCISE PERIOD
The term "Exercise Period" shall mean the period commencing at
9:00 A.M. (time) on _____________, 1997 and
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ending at 4:00 P.M. (___________ time) on _____________, _____.
EXERCISE PRICE
The term "Exercise Price" shall have the meaning accorded such
term in Section 2.1 of this Agreement.
INDENTURE
The term "Indenture" shall mean that certain Indenture dated as
of ___________, 1997 between the Company and ___________, as trustee, as such
Indenture was originally executed or as it may from time to time be
supplemented, modified or amended in accordance with the terms thereof.
[NOTES/DEBENTURES]
The term "{Notes/Debentures}" means any or all, as the case may
be, of the Company's ___% {Notes/Debentures} Due ___________, authenticated and
delivered as provided in the Indenture.
NOTICE OF INTENT TO EXERCISE
The term "Notice of Intent to Exercise" shall have the meaning
accorded thereto in Section 4.1 of this Agreement. The form of Notice of
Intent to Exercise is attached as Annex I to each Warrant.
OUTSTANDING
The term "Outstanding" when used with reference to the Warrants
shall mean, as of the date of determination, all Warrants theretofore
authenticated and delivered under this Agreement, except:
(a) Warrants theretofore canceled by the Agent or
delivered to the Agent for cancelation and
(b) Warrants in exchange for or in lieu of which other
Warrants shall have been authenticated and delivered under this
Agreement.
PERSON
The term "Person" shall mean an individual, a corporation, a
partnership, a joint venture, an association, a joint stock company, a trust,
an unincorporated
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organization, or a government or any agency, authority or political subdivision
thereof.
REGISTER
The term "Register" shall mean the books for the registration and
transfer of Warrants which books are kept by the Agent pursuant to Section 3.1
hereof.
TIME OF EXPIRY
The term "Time of Expiry" means 4:00 p.m., _________ time, on
____________, 19___.
WARRANTHOLDERS; REGISTERED OWNERS
The term "Warrantholders" or "Registered Owners" means the
persons from time to time who are Registered Owners of the Warrants.
WARRANTHOLDERS' REQUEST
The term "Warrantholders' Request" means an instrument signed in
one or more counterparts by the Warrantholders entitled to purchase in the
aggregate not less than a majority of the aggregate principal amount of
[Notes/Debentures] which could be purchased pursuant to all Warrants then
Outstanding requesting the Agent to take some action or proceeding specified
therein.
WARRANTS
The term "Warrants" means the ___% {Notes/Debentures} Due 200__
Purchase Warrants issued hereunder pursuant to which Warrantholders have the
right to purchase {Notes/Debentures} on the terms and conditions herein set
forth.
WRITTEN ORDER OF THE COMPANY
The term "Written Order of the Company" and "Written Consent of
the Company" mean, respectively, a written order or consent signed in the name
of the Company by any one of its officers and may consist of one or more
instruments so executed.
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ARTICLE II
ISSUANCE OF WARRANTS
SECTION 2.1. ISSUANCE AND TERMS OF WARRANTS. The issuance of
Warrants entitling the Registered Owners thereof to purchase up to an aggregate
of not more than {U.S. $/Specified Currency}_______ in principal amount of the
{Notes/Debentures} is hereby authorized. The Warrants are hereby designated as
the "{Notes/Debentures} Due Purchase Warrants." The Warrants shall be
delivered by the Company to the Agent to be authenticated by the Agent and
delivered in accordance with the Written Order of the Company. The Warrants
shall be dated , 19__ and shall be issuable in fully registered
form and in denominations that permit the purchase upon exercise of {U.S.
$/Specified Currency}_______ principal amount of {Notes/Debentures} and any
integral multiples thereof.
The Warrants shall be exercisable on any Business Day during the
Exercise Period. Each Warrant in the denomination of {U.S. $/Specified
Currency} shall entitle the Registered Owner thereof to exercise such Warrant
in accordance with and pursuant to the terms thereof for the purchase of a
{Note/Debenture} in the principal amount of {U.S. $/Specified Currency} at par
plus interest accrued thereon from _______________, _______, _____ to but not
including, the Exercise Date (the "Exercise Price").
SECTION 2.2. FORM OF WARRANTS. The Warrants shall be in
substantially the form set out in this Section 2.2, with such additional
provisions, omissions, variations or substitutions as are not inconsistent with
the provisions of this Agreement. The Warrants may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may, consistent herewith, be determined by the officer executing
such Warrants as evidenced by such officer's execution thereof.
FORM OF WARRANT
Number R-W-___ _____ Warrant(s) Representing Right to Purchase Up
to {U.S. $/Specified Currency} ________ in Aggregate Principal Amount of ___%
{Notes/Debentures} Due .
This Warrant expires at 4:00 p.m. (_______ time) on {________,
_________} and thereafter will be void and of no value. Notice of the holder's
intent to exercise this Warrant must be given to ________________, as Agent not
later than 4:00 P.M. (________ time) {____________, _____}.
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HEFTEL BROADCASTING CORPORATION
{NOTE/DEBENTURE} PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, ____________, the
Registered Owner hereof (herein sometimes called the "Warrantholder") is
entitled, upon and subject to the terms and conditions set forth herein and in
the Warrant Agreement (the "Warrant Agreement") dated as of ___________, ____,
____ between Heftel Broadcasting Corporation (the "Company") and
______________, as Agent, (the "Agent"), to purchase at par plus interest
accrued thereon, if any, at any time from 9:00 A.M. (___________ time)
{____________, _____} to 4:00 P.M. (________ time) {________________, _____},
inclusive (each such date being referred to as an "Exercise Date") up to {U.S.
$/Specified Currency} ___________ in aggregate principal amount of ___%
[Notes/Debentures} Due 0000 (the "{Notes/Debentures}") of Heftel Broadcasting
Corporation (the "Company"), by providing written notice to the Agent of the
Warrantholder's intention to exercise its right to purchase provided for
herein specifying the number of Warrants which the Warrantholder wishes to
exercise, such notice to be provided in the notice form annexed hereto as
Annex II not earlier than 9:00 A.M. (________ time)on {_________________,
____} and not later than 4:00 P.M. (___________ time) {____________, ___},
and by surrendering to the Agent at its principal office in _____________,
___________ on any Exercise Date, this Warrant, with the Exercise Form on
which this Warrant is exercised, the {Notes/Debentures} will be delivered as
described below against payment therefor in {U.S. Federal Reserve or other
United States/Specified Currency} funds current and immediately available to
the Agent at the amount designated in the Warrant Agreement, in each case in
an amount equal to the purchase price of the {Notes/Debentures} so purchased
pursuant to the exercise of this Warrant.
This Warrant is one of a duly authorized issue of warrants issued
under the provisions of the Warrant Agreement. Reference is hereby made for
particulars of the rights of the Warrantholders and of the Company in respect
thereof and the terms and conditions upon which the Warrants are issue and
held, all to the sole effect as if the provisions of the Warrant Agreement were
herein set forth, to all of which the Warrantholder by acceptance hereof
assents. The Company will furnish to the Warrantholder, upon written request
and without charge, a copy of the Warrant Agreement. All capitalized terms not
otherwise defined herein, shall have the meanings ascribed thereto in the
Warrant Agreement.
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The {Notes/Debentures} purchased pursuant to the exercise of this
Warrant will be mailed by certified mail return receipt requested to the person
specified in the Exercise Form annexed hereto at its address specified therein
or, if so specified in the Exercise Form, delivered to such person or its agent
at the principal office of the Agent in ______________ on the Exercise Date.
If {Notes/ Debentures} are purchased in an aggregate principal amount which is
less than the total principal amount of the {Note/Debentures} that can be
purchased pursuant to this Warrant, the Warrantholder hereof will be entitled
to receive without charge a new Warrant in respect of the balance of the
principal amounts of {Notes/Debentures} which the Registered Owner hereof was
entitled to purchase under the surrendered Warrant and which were not then
purchased.
On presentation at the principal office of the Agent in
______________ subject to the provisions of the Warrant Agreement, one or more
Warrants may be exchanged for one or more Warrants entitling the Warrantholder
to purchase an equal aggregate principal amount of {Notes/Debentures} as may be
purchased under the Warrant or Warrants so exchanged. Nothing contained in
this Warrant, the Warrant Agreement or elsewhere shall be construed as
conferring upon the Warrantholder hereof any right or interest whatsoever as an
owner of {Notes/Debentures} or any other right or interest in respect thereof
except as herein and in the Warrant Agreement expressly provided.
This Warrant is registered on the books of the Company and is
transferable only in accordance with the provisions of the Warrant Agreement by
surrender thereof at the principal office of the Agent duly endorsed or
accompanied by a written instrument of transfer duly executed by the Registered
Owner of this Warrant or its attorney duly authorized in writing all in
accordance with the terms and provisions of the Warrant Agreement.
This Warrant and the Warrant Agreement are governed by and
construed in accordance with the laws of {New York}.
IN WITNESS WHEREOF the Company has caused this Warrant to be duly
executed as of _________________, ___.
HEFTEL BROADCASTING CORPORATION
By
Certificate of Authentication
This is one of the Warrants described
in the within-mentioned Warrant Agreement
______________________, as Agent
By
Authorized Officer
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ANNEX I - NOTICE OF INTENT TO EXERCISE
TO:
The undersigned Warrantholder of _____ Warrants evidenced by
Warrant Number (The "Warrant") hereby notifies you pursuant to Section 4.1 of
the Warrant Agreement dated as of , (the "Warrant Agreement")
between Heftel Broadcasting Corporation (the "Company") and [___________,
the undersigned}, of the undersigned's intention to exercise _______ of such
Warrants on ____________, ____ ) (the "Exercise Date") to purchase {U.S.
$/Specified Currency} ________________ in aggregate principal amount of the
Company's ___% {Notes/Debentures} Due __________________ (the
"{Notes/Debentures}") at par plus interest accrued, if any, from and after
[___________, _____]. The purchase price shall be a total of {U.S. $/Specified
Currency} __________ representing {U.S. $/Specified Currency} _______ in
principal and {U.S. $/Specified Currency} in accrued interest.
The Warrant with the Exercise Form duly completed shall be
delivered to the Agent at its principal office in ________________, ________.
Payment of the purchase price of the {Notes/Debentures} shall be made in {U.S.
Federal Reserve or other United States/Specified Currency funds} immediately
available at the principal office of the Agent on the Exercise Date. The
undersigned shall direct such {Notes/Debentures} be registered and delivered in
the name(s) and the amount(s) set forth opposite the undersigned's name on
Annex II to the Warrant.
DATED this _____ day of ____________, ____.
[NAME OF WARRANTHOLDER]
By
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ANNEX II - EXERCISE FORM
TO:
The undersigned Warrantholder of ______ Warrants evidenced by the
Warrant attached hereto hereby exercises on _____________, ____ (the "Exercise
Date") Warrants to purchase [U.S. $/Specified Currency] _______ in aggregate
principal amount of Heftel Broadcasting Corporation's ___%
{Notes/Debentures} Due ____________ (the "{Notes/ Debentures}") at par plus
$______ in accrued interest on the {Notes/Debentures} from {_________________,
___}, and agrees to transfer on the Exercise Date in {U.S. $/Specified
Currency} funds immediately available to the Agent (at {account}) such purchase
price of the {Notes/Debentures} all in accordance with the terms and conditions
of the Warrant Agreement dated as of ____________, ____ (the "Warrant
Agreement") between Heftel Broadcasting Corporation and
{____________________}, as Agent. The undersigned hereby irrevocably directs
that such {Notes/Debentures} be registered and delivered in accordance with the
directions set forth herein.
The undersigned acknowledges that all taxes or other governmental
charges payable upon the registration and delivery of such {Notes/Debentures}
(other than in connection with each original issue and sale of the
{Notes/Debentures}), including any transfer taxes payable if the
{Notes/Debentures} are to be registered in the name of a person or persons
other than the undersigned Warrantholder, must be paid by the undersigned.
DATED this _________ day of _____________, ___.
{NAME OF WARRANTHOLDER}
By
Please check box if {Notes/Debentures} are to be delivered at the
offices of on the Exercise Date, failing which the
{Notes/Debentures} will be mailed by certified mail return receipt
requested.
Unless the foregoing box is checked, the {Notes/Debentures} shall be delivered
to the Warrantholder at its address set forth in the Register.
SECTION 2.3. WARRANTS MUTILATED, LOST, DESTROYED OR STOLEN
WARRANTS. If (i) any mutilated Warrant is surrendered to the Agent, or the
Company and the Agent receive evidence to their satisfaction of the
destruction,
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loss or theft of any Warrant and (ii) there is delivered to the Company and the
Agent such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Agent that
such Warrant has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Warrant, a new Warrant of the same principal amount, bearing a number not
contemporaneously Outstanding.
Upon the issuance of any new Warrant under this Section 2.3, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.
Every new Warrant issued pursuant to this Section 2.3 in lieu of
any destroyed, lost or stolen Warrant shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Warrant shall be at any time enforceable by anyone, and shall be
entitled to all the security and benefits of this Agreement equally and ratably
with all other Outstanding Warrants.
The provisions of this Section 2.3 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Warrants.
SECTION 2.4. WARRANTHOLDER NOT A REGISTERED OWNER OF THE
{NOTES/DEBENTURES}. The ownership of a Warrant shall not constitute the
Registered Owner thereof an owner of any of the {Notes/Debentures} nor entitle
the Registered Owner to any right or interest in respect thereof except upon
the exercise and surrender of its Warrants and the payment of the purchase
price of the {Notes/Debentures} in accordance with and pursuant to the terms
herein provided.
SECTION 2.5. WARRANTS TO RANK PARI PASSU. All Warrants shall
rank pari passu with each other.
SECTION 2.6. EXECUTION OF WARRANTS. The Warrants shall be
signed in the name and on behalf of the Company by one of its officers. The
signature of the officer executing the Warrants may be manual or facsimile. In
case any officer of the Company who shall have signed any of the Warrants
(manually or in facsimile) shall cease to be such officer before the Warrants
so signed shall have been authenticated and delivered by the Agent, such
Warrants
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nevertheless may be authenticated and delivered as though the Person who signed
such Warrants had not ceased to be such officer of the Company. Also, any
Warrant may be signed on behalf of the Company by such Persons as on the actual
date of execution of such Warrant 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.
Only such of the Warrants as shall bear thereon a certificate of
authentication in substantially the form set forth in Section 2.2 hereof,
executed by the Agent, shall be entitled to the benefits of this Agreement or
be valid or obligatory for any purpose.
SECTION 2.7. PURCHASE OF WARRANTS BY THE COMPANY. The Company
may purchase in the market, by private contracts or otherwise all or any
portion of the Warrants on such terms as the Company may determine.
ARTICLE III
EXCHANGE OF WARRANTS; REGISTRATION OF
TRANSFER OF WARRANTS; NOTICE TO WARRANTHOLDERS
SECTION 3.1. REGISTER. The Agent, as agent of the Company, shall
maintain, at its principal office in ____________, ____, the Register in which,
subject to such reasonable regulations as it and the Company may prescribe, it
shall provide for the registration of the Warrants and the transfer of Warrants
as in this Agreement provided. The Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. The Registered Owners of the Warrants shall present directly to the
Agent all requests for (a) registration of transfer of Warrants, (b) exchange
of Warrants for new Warrants in authorized denominations and (c) replacement of
Warrants in the case of mutilation, destruction, loss or theft.
Upon the Company's request, the Agent shall furnish the Company
with a list of names and addresses of the Registered Owners showing the number
of such Warrants held by each Registered Owner.
SECTION 3.2. EXCHANGE OF WARRANTS. Warrants entitling the
Registered Owner to purchase any specified principal amount of
{Notes/Debentures} may, upon compliance with the reasonable requirements of the
Agent, be exchanged for Warrants entitling the Registered Owner thereof to
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purchase an equal aggregate principal amount of {Notes/ Debentures}.
Warrants may be exchanged only at the principal office of the
Agent in _______________, ___ or at any other place that is designated by the
Company. Any Warrants tendered for exchange shall be surrendered to the Agent
and canceled. The Company shall execute all Warrants necessary to carry out
exchanges as aforesaid and such Warrants shall be authenticated by the Agent.
SECTION 3.3. CHARGES FOR EXCHANGE. For each Warrant exchanged
or transferred, the Agent, except as otherwise herein provided, shall, if
required by the Company, charge a reasonable sum for each new Warrant issued;
and payment of such charges and reimbursement of the Agent or the Company for
any taxes or governmental or other charges required to be paid shall be made by
the party requesting such exchange, as a condition precedent thereto.
SECTION 3.4. REGISTRATION OF TRANSFER; RESTRICTIONS ON
TRANSFERS. No transfer of a Warrant shall be valid unless made at the
principal offices of the Agent in the ____________, __________ or at any other
place that is designated by the Company as an office for registration of
transfer by the Registered Owner or such Registered Owner's executors,
administrators or other legal representatives or attorney duly appointed by an
instrument in writing in form and execution satisfactory to the Agent and upon
compliance with such reasonable requirements as the Agent and the Company may
prescribe. Any Warrants tendered for registration of transfer shall be
surrendered to the Agent.
SECTION 3.5. NOTICE TO WARRANTHOLDERS. Unless herein otherwise
expressly provided, any notice to be given hereunder to Warrantholders shall be
deemed to be validly given if such notice is mailed to the last addresses of
the Warrantholders appearing on the Register. Any notice so given shall be
deemed to have been given on the day on which it has been mailed. In
determining under any provision hereof the date when notice of any meeting or
other event must be given, the date of giving notice shall be included and the
date of the meeting or other event shall be excluded.
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ARTICLE IV
EXERCISE OF WARRANTS
SECTION 4.1. METHOD OF EXERCISE OF WARRANTS. The Registered
Owner of any Warrant may exercise the right thereby to purchase
{Notes/Debentures} by surrendering to the Agent on any Business Day during the
Exercise Period at the principal office of the Agent ___________, ___________,
or at any other place or places that may be designated by the Company:
(a) at least 3 Business Days prior to the exercise of its
Warrants, a completed and executed Notice of Intent to Exercise
in the form thereof set forth in Annex I to each Warrant (a
"Notice of Intent to Exercise");
(b) on the Exercise Date, a duly completed and executed
Exercise Form in the form thereof set forth in Annex II to each
Warrant;
(c) on the Exercise Date, its Warrant or Warrants which it
is exercising; and
(d) on the Exercise Date, the Exercise Price in funds
immediately available to the Company.
The items described in the foregoing clauses (a) and (b) shall be
deemed received when an actual copy or a facsimile thereof is received by the
Agent. Each Warrant shall be deemed to be surrendered only upon personal
delivery thereof to or, if sent by mail or other means of transmission, upon
receipt thereof by, the Agent at the office specified in this Section 4.1.
Each Warrant shall be deemed exercised as of the first Business Day on which
all of the foregoing conditions are satisfied with respect to such Warrant.
The first day on which the Warrants may be exercised is ________________,
____________, ___. The Company acknowledges that the Registered Owners of the
Warrants are not required under any circumstances to take any other actions in
order to exercise their Warrants.
SECTION 4.2. EFFECT OF EXERCISE OF WARRANTS. Upon surrender and
payment of the Exercise Price by the Registered Owner of any Warrant in
accordance with Section 4.1, the {Notes/Debentures} so purchased shall be
deemed to have been issued and the person or persons to whom such
{Notes/Debentures} are to be issued shall be deemed to have become the
Registered Owner or owners of such {Notes/ Debentures} on the {Exercise Date}.
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After the due exercise of a Warrant as aforesaid, the Company
shall forthwith cause to be delivered to the person to whom the
{Notes/Debentures} so purchased are to be issued at the address specified in
such form or, if so specified in such purchase form, cause to be delivered to
such person at the office where such Warrant was surrendered, a
{Note/Debenture} or {Notes/Debentures} in the form or forms and in the
denominations requested and for the appropriate principal amount of
{Notes/Debentures} not exceeding the principal amount which the Warrantholder
is entitled to purchase pursuant to the Warrant surrendered.
SECTION 4.3. PARTIAL EXERCISE OF WARRANTS. Subject to the
issuance of {Notes/Debentures} in authorized denominations only, the Registered
Owner of any Warrant may purchase {Notes/Debentures} in a principal amount less
than that which such Registered Owner is entitled to purchase pursuant to the
surrendered Warrant. In the event of any purchase of a principal amount of
{Notes/Debentures} less than the principal amount which can be purchased
pursuant to a Warrant, the Registered Owner thereof upon exercise thereof prior
to the Time of Expiry shall, in addition, be entitled to receive forthwith a
new Warrant in respect of the balance of the principal amount of
{Notes/Debentures} which such Registered Owner was entitled to purchase
pursuant to the surrendered Warrant and which were not then exercised. The
Company shall not be responsible for any taxes which may be payable in
connection with the issuance of such new Warrant.
SECTION 4.4. EXPIRATION OF WARRANTS. After the Time of Expiry,
all rights under any Warrant in respect of which the right of purchase herein
and therein provided for shall not theretofore have been exercised pursuant to
Section 4.1 shall cease and terminate and such Warrant shall become void and of
no effect and all rights of the Registered Owner thereof under this Warrant
Agreement shall cease and terminate as of such termination; provided that such
Registered Owner's rights under this Warrant Agreement with respect to actions
occurring prior to such termination shall remain in full force. After the Time
of Expiry, each Registered Owner of any Warrants shall return any unexercised
Warrants to the Agent for cancelation in accordance with Section 4.5 of this
Agreement.
SECTION 4.5. CANCELATION OF SURRENDERED WARRANTS. All Warrants
surrendered to the Agent pursuant to Sections 2.3, 3.2, 3.4 or 4.1 shall
forthwith be canceled by the Agent. All Warrants canceled or required to be
canceled under this or any other provision of this Agreement may be destroyed
by or under the direction of the Agent and the
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Agent shall furnish the Company with a destruction certificate identifying the
Warrants so destroyed and the principal amount of {Notes/Debentures} which
could have been purchased pursuant to each.
SECTION 4.6. ACCOUNTING AND RECORDING. The Agent shall
forthwith account and remit to the Company with respect to Warrants exercised
and immediately forward to the Company (or into an account or accounts of the
Company with the bank or trust company designated by the Company for that
purpose) all monies received by the Agent on the purchase of {Notes/Debentures}
through the exercise of Warrants. All such monies, and any {Notes/Debentures}
or other instruments, from time to time received by the Agent shall be received
in trust for, and shall be segregated and kept apart by the Agent in trust for,
the Company.
The Agent shall record the particulars of the Warrants exercised
which shall include the names and addresses of the persons who become
Registered Owners of {Notes/Debentures} on exercise, the Exercise Date, the
Exercise Price and the number of {Notes/Debentures} reserved for that purpose
by the Company. The Agent shall provide such particulars in writing to the
Company.
ARTICLE V
COVENANTS
SECTION 5.1. ISSUANCE OF {NOTES/DEBENTURES}. The Company
covenants that so long as any Warrants remain Outstanding it will cause the
{Notes/Debentures} from time to time paid for pursuant to the Warrants in the
manner herein provided to be duly issued and delivered in accordance with the
Warrants and the terms hereof.
SECTION 5.2. CORPORATE EXISTENCE OF THE COMPANY; CONSOLIDATION,
MERGER, SALE OR TRANSFER. The Company covenants that so long as any of the
Warrants are Outstanding, it will maintain its existence, will not dissolve,
sell or otherwise dispose of all or substantially all of its assets and will
not consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it; provided that the Company may,
without violating the covenants in this Section 5.2 contained, consolidate with
or merge into another entity or permit one or more other entities to
consolidate with or merge into it, or sell or otherwise transfer to another
entity all or substantially all of its assets as an entirety and thereafter
dissolve, if the surviving , resulting or transferee entity, as the case may
be, (i) shall be formed
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and existing under the laws of one of the States of the United States of
America, (ii) assumes, if such entity is not the Company, all of the
obligations of the Company hereunder and (iii) is not, after such transaction,
otherwise in default under any provisions hereof.
SECTION 5.3. MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER,
REGISTRATION, EXCHANGE OF WARRANTS. So long as any of the Warrants shall
remain Outstanding, the Company covenants that it will maintain an office or
agency in , where the Warrants may be presented for
registration, exchange and transfer as in this Agreement provided, and where
notices and demands to or upon the Company in respect of the Warrants or of
this Agreement may be served, and where the Warrants may be presented for
exchange for {Notes/Debentures} as provided herein.
SECTION 5.4. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF
AGENT. The Company, whenever necessary to void or fill a vacancy in the office
of Agent, covenants that it will appoint, in the manner provided in Section 9.4
hereof, an Agent, so that there shall at all times be a Agent with respect to
the Outstanding Warrants.
ARTICLE VI
EVENTS OF DEFAULT; REMEDIES
SECTION 6.1 EVENTS OF DEFAULT. The term "Event of Default"
whenever used herein with respect to any Warrant shall mean any one of the
following events:
(a) Failure by the Company to deliver the
{Notes/Debentures} in exchange for the Warrants in accordance
with the provisions of this Agreement or
(b) failure on the part of the Company to observe or
perform in any material respect any of the covenants or
agreements on its part in the Warrants or in this Agreement
specifically contained for the benefit of the Warrantholders, for
a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Agent, or to the Company
and the Agent by the Registered Owners of not less than 25% in
principal amount of the Warrants at the time Outstanding under
this Agreement a written notice specifying such failure and
stating that such is a "Notice of Default" hereunder.
17
SECTION 6.2. SUITS BY WARRANTHOLDERS. All or any of the rights
conferred upon the Registered Owner of any Warrant by the terms of such Warrant
and/or this Agreement may be enforced by the Registered Owner of such Warrants
by appropriate legal proceedings but without prejudice to the right which is
hereby conferred upon the Agent to proceed in its own name to enforce each and
all of the provisions herein contained for the benefit of the Registered Owners
of the Warrants from time to time Outstanding.
SECTION 6.3. REMEDIES NOT WAIVED; ENFORCEMENT EXPENSE. No delay
or failure on the part of the Registered Owners of Warrants or the Agent to
exercise any right shall operate as a waiver of such right or otherwise
prejudice such Registered Owner's or Agent's, as the case may be, rights,
powers and remedies. The Company agrees to pay all costs, expenses and fees,
including all reasonable attorneys' fees, which may be incurred by a Registered
Owner in enforcing or attempting to enforce its rights thereunder and hereunder
following the occurrence and during the continuance of any Event of Default
hereunder, whether the same shall be enforced by suit or otherwise.
SECTION 6.3. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
OF COMPANY AND EXEMPT FORM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement of this Agreement, or of any Warrant, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, either directly or though the Company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Agreement and the Warrants issued hereunder are solely corporate obligations,
and that no personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such,
of the Company because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Agreement or in any of the Warrants or implied therefrom; and that any and
all such personal liability of every name and nature, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the obligations hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Agreement or in any of the Warrants or implied thereform are hereby expressly
waived and released
18
as a condition of, and as a consideration for, the execution of this Agreement
and the issuance of such Warrants.
ARTICLE VII
AMENDMENTS; MEETING OF WARRANTHOLDERS
SECTION 7.1. AMENDMENTS WITHOUT CONSENT OF REGISTERED OWNERS OF
WARRANTS. This Agreement and the terms and conditions of the Warrants may be
amended by the Company and the Agent, without the consent of any Registered
Owner of Warrants for any of the following purposes:
(a) to add to the covenants of the Company for the benefit
of the Registered Owners of Warrants,
(b) to surrender any right or power conferred upon the
Company,
(c) to cure any ambiguity or correcting or supplementing
any provision contained herein or in the Warrants which may be
defective or inconsistent with any other provisions contained
herein or in the Warrants,
(d) if deemed appropriate by the Company or required by
law, to evidence the permitted succession of another corporation
to the Company and the assumption by such successor of the
covenants and obligations of the Company herein and in the
Warrants or
(e) to make such other provisions in regard to matters or
questions arising under this Agreement or the Warrants which
shall not adversely affect the interests of the Registered Owners
of the Warrants in any material respect.
SECTION 7.2. AMENDMENTS WITH CONSENT OF REGISTERED OWNERS OF
WARRANTS. This Agreement, the terms and conditions of the Warrants and the
covenants contained in either may also be modified or amended by the Company
and the Agent and past defaults thereunder or future compliance therewith by
the Company may be waived either with the written consent of the Registered
Owners of not less than a majority in aggregate principal amount of
19
the {Notes/Debentures} at the time outstanding, or by the adoption, at a
meeting duly convened and held in accordance with the provisions of Section
8.04 at which the Registered Owners of at least 25% of the aggregate principal
amount of the {Notes/Debentures} at the time outstanding are present or
represented, of a resolution by the Registered Owners of not less than 75% in
aggregate principal amount of the Outstanding Warrants present or represented
at the meeting; provided that no such modification, amendment or waiver may,
without the consent or affirmative vote of the Registered Owner of each Warrant
affected thereby:
(a) Waive a default in the failure to deliver
{Notes/Debentures} in exchange for Warrants pursuant to Section
4.1 hereof or change the Exercise Dates or the Expiry Date with
respect to any Warrant, or change the coin or currency in which
any Warrant is exercisable for {Notes/Debentures} or impair the
right to institute suit for the enforcement of any rights of any
Registered Owner of a Warrant or
(b) Reduce the percentage in principal amount of the
Outstanding Warrants, the consent of which Registered Owners is
required for any modification or amendment to this Agreement or
to the terms and conditions of or covenants contained in this
Agreement or in the Warrants or for any waiver of compliance
therewith or
(c) modify any of the provisions of this Section 7.2
except to provide that certain other provisions of this Agreement
or the terms and conditions of the Warrants cannot be modified,
amended or waived without the consent of the Registered Owner of
each Outstanding Warrant affected thereby.
It shall not be necessary for the Registered Owners of Warrants to approve the
particular form of any proposed amendment, but it shall be sufficient if they
approve the substance thereof.
SECTION 7.3. BINDING NATURE OF AMENDMENTS; NOTICE. Any
modifications, amendments or waivers to this Agreement or to the terms and
conditions of the Warrants in accordance with the provisions hereof will be
conclusive and binding on all Registered Owners of Warrants, whether or not
they have given such consent, whether or not notation of such modifications,
amendments or waivers is made upon the Warrants, and on all future Registered
Owners of Warrants.
Promptly after the execution of any amendment to this Agreement
or the implementation of any modification or amendment of the terms and
conditions of the Warrants,
20
notice of such amendment or modification shall be given by the Company or by
the Agent, on behalf of and at the instruction of the Company, to the
Registered Owners by mail at such owner's address as it appears on the
Register. The failure to give such notice on a timely basis shall not
invalidate such amendment or modification, but such notice shall be given as
soon as practicable upon discovering such failure or upon any impediment to the
giving of such notice being overcome.
ARTICLE VIII
MEETINGS
SECTION 8.1. MEETINGS OF REGISTERED OWNERS OF WARRANTS. A
meeting of Registered Owners of Warrants may be called at any time and from
time to time to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement
or the Warrants to be made, given or taken by Registered Owners of Warrants.
The Agent may at any time call a meeting of Registered Owners of
Warrants for any purpose specified herein to be held at such time and at such
place in ______ or __________ as the Agent shall determine. Notice of every
meeting of Registered Owners of Warrants, setting forth the time and the place
of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, by mail to each registered Owner at its address as it
appears on the Register, not less than 21 nor more than {45} days prior to the
date fixed for the meeting. In case at any time the Company or the Registered
Owners of at least 25% in aggregate principal amount of the Outstanding
Warrants shall have requested the Agent to call a meeting of the Registered
Owners of Warrants for any purpose, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Agent
shall not have mailed notice of such meeting within 14 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Registered Owners of Warrants in the
amount previously specified, as the case may be, may determine the time and the
place in _______ or for such meeting and may call such meeting for such
purposes by giving notice thereof as provided herein.
To be entitled to vote at any meeting of Registered Owners of
Warrants, a Person shall be a registered Owner of Outstanding Warrants. The
Persons entitled to vote a majority in aggregate principal amount of
21
the Outstanding Warrants shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of the Registered Owners of Warrants, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 5 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 5 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in this Section 8.1 with respect
to an original meeting, except that such notice need be given only once not
less than 3 days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage of the principal amount of the Outstanding Warrants
which shall constitute a quorum.
Subject to the foregoing, at the reconvening of any meeting
adjourned for a lack of a quorum the persons entitled to vote 25% in aggregate
principal amount of the Outstanding Warrants shall constitute a quorum for the
taking of any action set forth in the notice of the original meeting. Any
meeting of Registered Owners of Warrants at which a quorum is present may be
adjourned from time to time by a vote as hereinafter provided in this Section
8.1, and the meeting may be held as so adjourned without further notice. At a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters shall be effectively
passed or decided if passed or decided by persons entitled to vote the lesser
of (a) a majority in aggregate principal amount of Outstanding Warrants or (b)
75% in aggregate principal amount of Outstanding Warrants represented and
voting at such meeting.
The Agent may make such reasonable regulations as it may deem
advisable for any meeting of Registered Owners of Warrants in regard to proof
of the holding of Warrants and such other matters concerning the conduct of the
meeting as it shall deem appropriate. The Agent shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or Registered Owners of Warrants as provided
herein, in which case the Company or the Registered Owners calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and permanent secretary of the meeting shall be elected by
note of the persons entitled to vote a majority in aggregate
22
principal amount of the Outstanding Warrants represented at the meeting. The
chairman of the meeting shall have no right to vote, except as a Holder of
Warrants.
SECTION 8.2. RECORD OF MEETINGS. A record, at least in
triplicate, of the proceedings of each meeting of Registered Owners of Warrants
shall be prepared, and one such copy shall be delivered to the Company and the
Agent. The copy delivered to the Agent shall be preserved by the Agent and,
upon reasonable notice, made available to any Registered Owners of Outstanding
Warrants.
ARTICLE IX
CONCERNING THE AGENT
SECTION 9.1. APPOINTMENT OF AGENT. The Company hereby appoints,
at present having its principal office in {__________ at _____________,
________, __________} as the Agent in respect of the Warrants, upon the terms
and subject to the conditions set forth in this Agreement.
SECTION 9.2. ACCEPTANCE OF APPOINTMENT BY AGENT; LIMITATIONS OF
DUTIES OF AGENT. The Agent accepts its obligations set forth herein and in the
Warrants upon the terms and conditions hereof and thereof, including the
following, to all of which the Company agrees and to all of which the rights
hereunder of the Registered Owners from time to time of the Warrants shall be
subject:
(a) The Agent shall be entitled to the compensation
agreed upon with the Company for all services rendered by it, and
the Company agrees promptly to pay such compensation and to
reimburse the Agent for its reasonable out-of-pocket expenses
(including, without limitation, the reasonable compensation of
its counsel) incurred by it in connection with the services
rendered by it hereunder. The Company also agrees to indemnify
the Agent for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with its acting as such
Agent hereunder, including the costs and expenses of defending
against any claim of liability.
(b) In acting under this Agreement and in connection with
the Warrants, the Agent is acting solely as the agent of the
Company and does not assume any obligations or relationship of
agency
23
or trust for or with any of the Registered Owners of the
Warrants.
(c) The Agent may consult with one or more counsel (who
may also be counsel to the Company), and, in the absence of bad
faith, the written opinion of such counsel shall be full and
complete authorization and protection in respect of any action
taken, omitted or suffered by it hereunder in the good faith
reliance thereon.
(d) The Agent shall be protected and shall incur no
liability for or in respect of any action taken, omitted or
suffered by it in the good faith reliance upon any Warrant,
notice, direction, consent, certificate, affidavit, statement or
other paper or document signed by the Company reasonably believed
by the Agent to be genuine and to have been signed by the proper
persons.
(e) The Agent and its officers, directors and employees
may become the owner of, or acquire any interest in, any
Warrants, with the same rights that it or they would have if it
were not the Agent hereunder, may engage or be interested in any
financial or other transaction with the Company and may act on,
or as depository, trustee or agent for, any committee or body of
Registered Owners of the Warrants or holders of other obligations
of the Company as freely as if it were not the Agent hereunder.
(f) The recitals contained herein and in the Warrants
(except in the Agent's certificates of authentication) shall be
taken as the statements of the Company, and the Agent assumes no
responsibility for their correctness. The Agent makes no
representation as to the validity or sufficiency of this
Agreement or the Warrants, provided that the Agent shall not be
relieved of its duty to authenticate Warrants as authorized by
this Agreement. The Agent shall not be accountable for the use
or application by the Company of the proceeds of the Warrants.
(g) The Agent shall be obligated to perform such duties
and only such duties as are herein and in the Warrants
specifically set forth and no implied duties or obligations shall
be read into this Agreement or the Warrants against the Agent.
24
(h) No provision of this Agreement shall be construed to
relieve the Agent from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct
or that of its officers or employees.
(i) The Agent shall be under no liability for interest on
any money received by it hereunder except as otherwise agreed
with the Company.
SECTION 9.3. AGENT REQUIRED. The Company agrees that, until all
Warrants (i) shall have been delivered to the Agent for cancellation or (ii)
have become null and void because of the passage of the Expiry Date, there
shall at all times be a Agent hereunder which shall be a corporation doing
business in the United States and which alone or with its affiliates has a
combined capital and surplus of at least $[___,000,000].
SECTION 9.4. RESIGNATION AND REMOVAL OF AGENT; APPOINTMENT OF
SUCCESSOR. The Agent may at any time resign by giving written notice (in
accordance with Section 10.1 hereof) to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective; provided, however, that such date shall never be less than {90} days
after the receipt of such notice by the Company unless the Company agrees to
accept less notice. Upon receipt of such notice of resignation, the Company
shall promptly act to appoint a successor Agent. The Agent may be removed at
any time by the Company by delivering written notice thereof specifying such
removal and the date when it is intended to become effective. Any resignation
or removal of the Agent shall take effect upon the date of the appointment by
the Company as hereinafter provided of a successor and the acceptance of such
appointment by such successor.
In case at any time the Agent shall resign, or shall be removed,
or shall become incapable of acting or shall be adjudged as bankrupt or
insolvent, or if a receiver of its or of its property shall be appointed, or if
any public officer shall take charge or control of its or of its property or
affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor agent, eligible as aforesaid, shall be appointed by the Company.
Upon the appointment as aforesaid of a successor agent and acceptance by it of
such appointment, the Agent so superseded shall cease to be the Agent
hereunder. If no successor Agent shall have been so appointed by the Company
and shall have accepted appointment as hereinafter provided, then the
Registered Owners of a majority in aggregate principal
25
amount of the Outstanding Warrants, on such Holders' behalf and on behalf of
all others similarly situated may petition any court of competent jurisdiction
for the appointment of a successor Agent.
Any successor 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 Agent,
without any further act deed or conveyance, shall become vested with all the
authority, rights, powers, immunities, duties and obligations of such
predecessor with like effect as if originally named as such Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then
unpaid, shall simultaneously therewith become obligated to transfer, deliver
and pay over, and such successor Agent shall be entitled to receive, all
moneys, {Notes/Debentures} or other property on deposit with or held by such
predecessor, as such Agent hereunder. The Company or, at the discretion of the
Company, the successor Agent, will give prompt written notice by U.S. Mail to
each Registered Owner of the Warrants at such owner's address as it appears on
the Register of the appointment of a successor Agent. Failure to give such
notice or any defect therein shall not affect the appoint of a successor Agent.
SECTION 9.5. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF AGENT. Any corporation into which the Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Agent shall be a
party, or any corporation succeeding to all or substantially all the assets and
business of the Agent, shall be the successor to the Agent hereunder, provided
such corporation shall be otherwise eligible under this Article VII, without
the execution or filing of any document or any further act on the part of any
of the parties hereto.
In case any Warrants shall have been authenticated, but not
delivered, by the Agent then in office, any successor by merger, conversion or
consolidation to such authenticating Agent may adopt such authentication and
deliver the Warrants so authenticated with the same effect as if such successor
Agent had itself authenticated such Warrants.
26
ARTICLE X
MISCELLANEOUS
SECTION 10.1. NOTICES. All notices or demands hereunder upon
the Company or the Agent may be electronically communicated or hand delivered
or sent by overnight courier, addressed to any party hereto as provided in this
Section 10.1.
All communications intended for the Company shall be sent to:
Heftel Broadcasting Corporation
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: {Chief Financial Officer}
Fax Number:
All communications intended for the Agent shall be sent to:
Agent-Name
Attention:
Fax Number:
or at any other address of which either of the foregoing shall have notified
the other in any manner prescribed in this Section 10.01.
For all purposes of this Agreement, a notice or communication
will be deemed effective:
(a) if delivered by hand or sent by overnight courier, on the day
it is delivered unless (i) that day is not a day on which commercial
banks are open for business (a "Local Business Day") in the city
specified in the address for notice provided by the recipient or (ii) if
delivered after the close of business on a Local Business Day, then on
the next succeeding Local Business Day or
(b) if sent by facsimile transmission, on the date transmitted,
provided that oral or written confirmation of receipt is obtained by the
sender unless the date of transmission and confirmation is not a Local
Business Day, in which case, on the next succeeding Local Business Day.
27
Any notice, direction, request, demand, consent or waiver by the Company or any
Registered Owner to or upon the Agent shall be deemed to have been sufficiently
given, made or filed, for all purposes, if given, made or filed in writing with
the Agent in accordance with the provisions of this Section 10.1.
SECTION 10.2. DAY NOT A BUSINESS DAY. If any date on which a
payment is to be made, notice given or other action taken hereunder is not a
Business Day, then such payments, notice or other action shall be made, given
or taken on the next succeeding business day in such place, and in the case of
any payment, no interest shall accrue for the delay.
SECTION 10.3. CURRENCY. All amounts herein are expressed in
{United States Dollars/Specified Currency}.
SECTION 10.4. GOVERNING LAW. This Agreement and the Warrants
shall be construed in accordance with the laws of {New York}.
SECTION 10.5. LIMITATION OF RIGHTS TO PARTIES AND REGISTERED
OWNERS OF WARRANTS. Nothing in this Agreement or in the Warrants expressed or
implied is intended or shall be construed to give to any Person other than the
Company, the Agent and the Registered Owners of the Warrants any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
covenant, condition or provision herein or in the Warrants. All such
covenants, conditions and provisions are and shall be held to be for the sole
and exclusive benefit of the Company, the Agent and the Registered Owners of
the Warrants.
SECTION 10.6. SEPARABILITY OF INVALID PROVISIONS. In case any
one or more of the provisions contained in this Agreement or in the Warrants
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein.
SECTION 10.7. NO WAIVER OF RIGHTS. A failure or delay in
exercising any right, power or privilege in respect of this Warrant Agreement
will not be presumed to operate as a waiver, and a single or partial exercise
of any right, power or privilege will not be presumed to preclude any
subsequent or further exercise of that right, power or privilege or the
exercise of any other right, power or privilege.
28
SECTION 10.8. EXECUTION IN SEVERAL COUNTERPARTS. This Agreement
may be executed in any number of counterparts, each of which shall for all
purposes be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
SECTION 10.9. ARTICLE AND SECTION HEADINGS. The headings or
titles of the several Articles and Sections hereof and any table of contents
appended to copies hereof shall be solely for convenience of reference and
shall not affect the meaning, construction or effect of this Agreement.
SECTION 10.10. SUCCESSOR AND ASSIGNS. All the covenants and
agreements in this Agreement contained by or on behalf of the Company or the
Agent shall bind their respective successors and assigns, whether so expressed
or not.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
HEFTEL BROADCASTING CORPORATION
By
[AGENT NAME], as Agent
By
