This Warrant
Agreement, dated as of March 26, 2009, is between CMP
SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation (the
“ Company ”), and COMPUTERSHARE TRUST COMPANY,
N.A. (the “ Warrant Agent ”).
The Company,
pursuant to an exchange offer (the “ Exchange Offer
”) for any and all of the 9 7/8% Senior Subordinated Notes
due 2014 of CMP Susquehanna Corp., a Delaware corporation and
wholly owned subsidiary of the Company, proposes to issue in
exchange for such notes, among other consideration, warrants
(“ Warrants ”) to purchase up to an aggregate of
4,000,000 shares of the Company’s common stock, par value
$0.01 per share (“ Shares ”), at a per Share
purchase price equal to the Exercise Price (as hereinafter
defined), all on the terms and conditions and pursuant to the
provisions hereinafter set forth.
The Company wishes
to retain the Warrant Agent to act on behalf of the Company, and
the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange and replacement of the Warrant
Certificates (as hereinafter defined) and the exercise of the
Warrants.
The Company and
the Warrant Agent wish to enter into this Warrant Agreement to set
forth the terms and conditions of the Warrants and the rights of
the Holders (as hereinafter defined) and to set forth the
respective rights and obligations of the Company and the Warrant
Agent. Each Holder is an intended beneficiary of this Warrant
Agreement with respect to the rights of Holders herein.
Therefore, the
parties agree as follows:
1.
DEFINITIONS . As used in this Warrant Agreement, the
following terms have the respective meanings set forth
below:
“
Additional Shares ” means all Shares issued by the
Company after the date of this Warrant, other than Permitted
Shares.
“
Board ” means the Board of Directors of the
Company.
“
Business Day ” means any day that is not Saturday,
Sunday or other day when the New York Stock Exchange is required or
permitted to be closed.
“
Commission ” means the U.S. Securities and Exchange
Commission.
“
Company ” has the meaning set forth in the opening
paragraphs of this Warrant Agreement.
“
Convertible Securities ” means any security
convertible into Shares, and any right, option or warrant to
subscribe for, purchase or otherwise acquire Shares.
“
DWAC ” has the meaning set forth in
Section 5.1.
“
Exchange Offer ” has the meaning set forth in the
opening paragraphs of this Warrant Agreement.
“
Exchange Offer Warrants ” means the Warrants issued by
the Company on or about the date hereof pursuant to the Exchange
Offer.
“
Excluded Issuance ” has the meaning set forth in
Section 8.1.
“
Exercise Price ” means $0.01 per Share for each
Warrant Share that Holder is entitled to purchase from the Company
pursuant to a Warrant.
“
Expiration Date ” means, with respect to a particular
Warrant, the tenth anniversary of the date of issuance of the
Warrant Certificate that evidences such Warrant.
“ Fully
Diluted Outstanding ” means, at any date, Shares
outstanding on such date and all Shares issuable pursuant to
Convertible Securities outstanding on such date.
“
Holder ” means, with respect to any Warrant, the
Person in whose name such Warrant is recorded on the books of the
Warrant Agent maintained for such purpose.
“Majority Holders ” means, as of any date,
holders of Exchange Offer Warrants exercisable for a number of
Shares equal to a simple majority of the Shares for which all
Exchange Offer Warrants are then exercisable.
“ Market
Price ” means per Share as of any date, (i) the last
sale price on such date of a Share or, if no such sale takes place
on such date, the average of the closing bid and asked prices
thereof on such date, in each case as officially reported on the
principal national securities exchange on which Shares are then
listed or admitted to trading, or (ii) if Shares are not then
listed or admitted to trading on any national securities exchange
but are trading on the over-the-counter market on the OTC Bulletin
Board maintained by the Financial Industry Regulatory Authority,
Inc., the last trading price of the Shares on such date as reported
thereby, or (iii) if the Shares are not then trading on the
over-the-counter market on the OTC Bulletin Board maintained by the
Financial Industry Regulatory Authority, Inc., but are quoted on
the “Pink Sheets” or similar organization, the last
sale price as reported thereby, or (iv) if none of (i),
(ii) or (iii) is applicable, a price per share thereof
equal to the fair value thereof determined in good faith by a
resolution of the Board as of a date that is within 15 days of
the date as of which the determination is to be made.
“
Offeree ” has the meaning set forth in
Section 9.1.
“
Parent ” means CMP Susquehanna Holdings Corp., a
Delaware corporation.
“
Participation Offer ” has the meaning set forth in
Section 9.1.
“
Permitted Shares ” means (i) Warrant Shares and
(ii) Convertible Securities (and any Shares underlying such
Convertible Securities) issued with the prior written consent of
the Majority Holders.
“
Person ” shall mean any individual, corporation,
general partnership, limited partnership, limited liability
partnership, joint venture, association, joint-stock company,
trust, limited liability company, unincorporated organization or
government or any agency or political subdivision
thereof.
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“ Pro
Rata Allocation ” means, with respect to any Holder, the
fraction, expressed as a percentage, (i) the numerator of
which is the number of Shares such Holder has a right to purchase
pursuant to the terms of such Holder’s Warrant, and
(ii) the denominator of which is the aggregate number of Fully
Diluted Outstanding Shares of the Company.
“
Securities Act ” means the Securities Act of 1933, as
amended.
“
Shares ” has the meaning set forth in the opening
paragraphs of this Warrant Agreement.
“
Subscription Price ” has the meaning set forth in
Section 8.2.
“
Tag-Along Acceptance Period ” has the meaning set
forth in Section 9.3.
“
Tag-Along Offer Date ” has the meaning set forth in
Section 9.1.
“
Tag-Along Offer Notice ” has the meaning set forth in
Section 9.1.
“
Tag-Along Pro Rata Share ” has the meaning set forth
in Section 9.1.
“
Tag-Along Purchase Notice ” has the meaning set forth
in Section 9.3.
“
Tag-Along Sale ” has the meaning set forth in
Section 9.1.
“
Transfer ” means any disposition of a Warrant or any
Warrant Shares or of any interest in either thereof, which would
constitute a sale thereof within the meaning of the Securities
Act.
“
Warrant ” has the meaning set forth in the opening
paragraphs of this Warrant Agreement.
“ Warrant
Agent ” has the meaning set forth in the opening
paragraphs of this Warrant Agreement.
“ Warrant
Certificates ” means a certificate in substantially the
form attached as Exhibit 1 hereto representing a
Warrant to purchase that number of Shares as indicated on the face
thereof.
“ Warrant
Price ” means an amount equal to (i) the number of
Shares being purchased upon any exercise of a Warrant pursuant to
Section 5.1, multiplied by (ii) the Exercise
Price.
“ Warrant
Shares ” means the Shares purchased or purchasable by the
Holder of a Warrant upon the exercise thereof.
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2.
APPOINTMENT OF WARRANT AGENT . The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby
accepts such appointment. The Company may from time to time appoint
such co-Warrant Agents as it may, in its sole discretion, deem
necessary or desirable.
3. FORM OF
WARRANT CERTIFICATES . The Warrant Certificates (together with
the subscription form and the assignment form to be printed on the
reverse thereof) shall be substantially in the form of
Exhibit 1 hereto and may have such marks of
identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Warrant
Agreement and the Exchange Offer or as may be required to comply
with any law or with any rule or regulation made pursuant thereto,
or to conform to usage.
4.
COUNTERSIGNATURE AND REGISTRATION .
4.1 The Warrant
Certificates shall be executed on behalf of the Company by its
Chairman, its President or a Vice President, either manually or by
facsimile signature, and have affixed thereto the Company’s
seal (if any) or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually
or by facsimile signature. The Warrant Certificates shall be
manually countersigned by the Warrant Agent and shall not be valid
for any purpose unless so countersigned. In case any officer of the
Company who shall have signed any of the Warrant Certificates shall
cease to be such officer of the Company before countersignature by
the Warrant Agent and issuance and delivery by the Company, such
Warrant Certificates, nevertheless, may be countersigned by the
Warrant Agent, issued and delivered with the same force and effect
as though the person who signed such Warrant Certificate had not
ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant
Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this
Warrant Agreement any such person was not such an
officer.
4.2 The Warrant
Agent will keep or cause to be kept, at one of its offices in
Canton, Massachusetts, or at the office of one of its agents, books
for registration and transfer of the Warrant Certificates issued
hereunder. Such books shall show the names and addresses of the
respective holders of the Warrant Certificates, the number of
Shares issuable upon exercise of the Warrant evidenced on the face
of each of such Warrant Certificates and the date of each of such
Warrant Certificate.
5.1
Exercise . At any time after the date hereof and until 5:00
p.m., New York City time, on the Expiration Date for a particular
Warrant, a Holder may exercise such Warrant, on any Business Day,
to purchase all or any part of the number of Shares purchasable
thereunder, at the stated Exercise Price. The Holder may exercise
such Warrant, in whole or in part, by delivering to the Warrant
Agent at the principal office of the Warrant Agent in Canton,
Massachusetts or to the office of one of its agents as may be
designated by the Warrant Agent from time to time, the following:
(i) the corresponding Warrant Certificate, with the election
to purchase form on the reverse side thereof duly completed and
executed by the Holder or its agent or attorney, and
(ii) payment of the Warrant Price. As soon as practicable
after the exercise of
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such Warrant,
in whole or in part, the Warrant Agent shall promptly request that
the Company’s transfer agent issue and deliver or register in
the name of the Holder thereof or, subject to Section 6, as
the Holder may direct, the number of duly authorized, validly
issued, fully paid and nonassessable Shares to which the Holder
shall be entitled upon such exercise plus, in lieu of any
fractional Share to which the Holder would otherwise be entitled,
cash in an amount equal to the same fraction of the Market Price
per Share on the Business Day next preceding the date of such
exercise. Certificates for Warrant Shares purchased by exercise of
a Warrant will be transmitted by the Company’s transfer agent
to the Holder by crediting the account of the Holder’s prime
broker with the Depositary Trust Company through its Deposit
Withdrawal At Custodian (“ DWAC ”) system if the
Company is a participant in such system, and otherwise by physical
delivery to the address specified by the Holder in the notice of
exercise, payment of the Warrant Price and surrender of the Warrant
Certificate. The Warrant Shares shall be deemed to have been
issued, and the Holder (or designee) shall be deemed to be a holder
of record of the Warrant Shares, as of the date a Warrant is
exercised by payment of the Warrant Price and all taxes required to
be paid by the holder, if any, pursuant to Section 5.2. Any
certificates so delivered shall be in such denominations as may be
reasonably requested by the Holder hereof, shall be registered in
the name of such Holder and shall bear a restrictive legend. If a
Warrant shall have been exercised only in part, then the Warrant
Agent shall request that the Company’s transfer agent, at the
time of issuance of the Warrant Shares, deliver to the Holder a new
Warrant Certificate of like tenor, calling in the aggregate on the
face thereof for issuance of the number of Shares equal (without
giving effect to any adjustment therein) to the number of such
Shares called for on the face of the surrendered Warrant
Certificate minus the number of such Shares so designated by such
Holder upon such exercise as provided in this
Section 5.1.
5.2 Payment of
Taxes . When the Warrant Price is paid to the Company, all
Warrant Shares issued pursuant to Section 5.1 shall be validly
issued, fully paid and nonassessable. The Company shall pay all
expenses in connection with, and all taxes and other governmental
charges that may be imposed with respect to, the issue or delivery
thereof, unless such tax or charge is imposed by law upon the
Holder exercising its Warrant, in which case, such Holder shall pay
such taxes or charges. Neither the Warrant Agent nor the Company
shall be required to pay any tax or other charge imposed in
connection with any transfer involved in the issue or delivery of
any certificate for Shares issuable upon exercise of a Warrant in
any name other than that of the Holder thereof, and in such case,
the Company’s transfer agent shall not be directed to record
in its books and records such Shares in any name other than the
Holder’s name until such tax or other charge has been paid or
it has been established to the reasonable satisfaction of the
Company that no such tax or other charge is due.
5.3 Restriction
on Exercise . Notwithstanding anything to the contrary herein,
a Warrant may not be exercised prior to the Holder thereof
obtaining any necessary approvals from the Federal Communications
Commission (the “ FCC ”) or if such exercise
would result in a violation of the United States Federal
Communications Act of 1934, as amended, or the rules and the
policies promulgated by the FCC thereunder. The Warrant
Agent’s sole obligation in this regard shall be to honor any
stop-transfer order from the Company, if so given.
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6. TRANSFER,
DIVISION, COMBINATION AND EXCHANGE OF WARRANT CERTIFICATES
.
6.1 Subject to
Section 6.2, and subject to applicable law, rules or
regulations, restrictions on transferability that may appear on
Warrant Certificates in accordance with the terms hereof or any
“stop transfer” instructions the Company may give to
the Warrant Agent, at any time at or prior to 5:00 p.m., New York
City time on the Expiration Date for a particular Warrant or
Warrants, any corresponding Warrant Certificate or Warrant
Certificates may be transferred, split up, combined or exchanged
for another Warrant Certificate or Warrant Certificates, entitling
the Holder thereof to purchase a like number of Shares as the
Warrant Certificate or Warrant Certificates surrendered then
entitled such Holder to purchase. Any Holder desiring to transfer,
split up, combine or exchange any Warrant Certificate shall make
such request in writing delivered to the Warrant Agent, and shall
surrender the Warrant Certificate or Warrant Certificates to be
transferred, split up, combined or exchanged at the principal
office of the Warrant Agent. Thereupon the Warrant Agent shall,
subject to Section 6.2, countersign and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates, as
the case may be, as so requested. No transfer of a Warrant will be
effected unless the Warrant Certificate or the instruction to
transfer, as the case may be, is affixed with a signature guarantee
stamp by a guarantor institution approved by the Securities
Transfer Association.
6.2 The Company
shall cause the Warrant Agent to prepare, issue and deliver at the
Company’s own cost and expense the new Warrant Certificate or
Warrant Certificates pursuant to this Section 6, except that the
Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Warrant
Certificates, together with reimbursement to the Company and the
Warrant Agent of all reasonable expenses incidental
thereto.
7.
ADJUSTMENTS . The number of Shares for which a Warrant is
exercisable, and the price at which such Shares may be purchased
upon exercise of a Warrant, shall be subject to adjustment from
time to time as set forth in this Section 7. The Company shall
cause the Warrant Agent to give each Holder notice of any event
described below that requires an adjustment pursuant to this
Section 7 at the time of such event.
7.1
Distributions, Subdivisions and Combinations . If, at any
time, the Company:
(a) subdivides
its outstanding Shares into a larger number of Shares,
(b) combines
its outstanding Shares into a smaller number of Shares,
or
(c) makes a
dividend payment or other distribution to the holders of its Shares
payable in Additional Shares,
then
(i) the number of Shares for which a Warrant is exercisable
immediately after the occurrence of any such event shall be
adjusted to equal the number of Shares that a record holder of the
same number of Shares for which a Warrant is exercisable
immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event, and
(ii) the Exercise Price shall be adjusted to equal
(A) the Exercise Price multiplied by the number of Shares for
which a Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of Shares for which a Warrant is
exercisable immediately after such adjustment. In computing
adjustments under this Section 7.1, fractional interests in
Shares shall be taken into account to the nearest one-hundredth of
a Share.
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7.2
Reclassification, Reorganization, Merger or Consolidation .
In case of any reclassification, reorganization, merger,
consolidation or other change in the capital stock of the Company
(other than as a result of a distribution, subdivision or
combination provided for in Section 7.1), then, as a condition
of such reclassification, reorganization, merger, consolidation or
other change, lawful provision shall be made, and duly executed
documents evidencing same from the Company or its successor shall
be delivered to the Holders, so that the Holders shall have the
right at any time prior to the expiration of their respective
Warrants to purchase, at the same total price equal to that payable
upon the exercise of their respective Warrants, the kind and amount
of shares of stock and other securities or property receivable in
connection with such reclassification, reorganization, merger,
consolidation or other change by a holder of the same number and
type of securities as were purchasable upon exercise of their
respective Warrants by the Holders immediately prior to such
reclassification, reorganization, merger, consolidation or other
change. In any such case, appropriate provisions shall be made with
respect to the rights and interest of the Holders so that the
provisions hereof shall thereafter be applicable with respect to
any shares of stock or other securities or property deliverable
upon exercise of a Warrant, and appropriate adjustments shall be
made to the Exercise Price payable thereunder. Notwithstanding the
foregoing, in the event of any transaction described in this
Section 7.2 in which the consideration to be received by
holders of Shares is payable only in cash, then the Holders shall
each only be entitled to rec
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