AGREEMENT
AGREEMENT, dated as of this 22nd day of November, 1996, by and among,
SFX Broadcasting, Inc., a Delaware corporation ("SFX"), Multi-Market Radio,
Inc., a Delaware corporation ("MMR"), American Stock Transfer & Trust Company
("American Stock"), X.X. Xxxxx Investment Banking Corporation, a New York
corporation ("Xxxxx"), Americorp Securities, Inc., a Delaware corporation
("Americorp"), and ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon").
W I T N E S S E T H
WHEREAS, pursuant to that certain Warrant Agreement, dated
as of March 23, 1994 (the "Warrant Agreement"), by and among MMR, American
Stock, Xxxxx and Americorp, MMR issued an aggregate of 2,000,000 Class A
Warrants and 2,000,000 Class B Warrants, each of which entitled the holder to
purchase one share of Class A Common Stock, par value $.01 per share (the "MMR
Class A Common Stock"), of MMR at an exercise price of $7.75 and $11.50,
respectively (the Class A Warrants and the Class B Warrants are collectively
referred to as the "Warrants");
WHEREAS, the Warrant Agreement provides that American Stock act as
Warrant Agent (sometimes referred to therein as "Transfer Agent") for the
Warrants
WHEREAS, pursuant to that certain Amended and Restated Agreement and
Plan of Merger, dated as of April 15, 1996, as amended (the "Merger
Agreement"), by and among SFX, SFX Merger Company, a wholly-owned subsidiary
of SFX ("Acquisition Sub"), and MMR, on November 22, 1996, Acquisition Sub
merged (the "Merger") with and into MMR and, as a result, MMR became a
wholly-owned subsidiary of SFX;
WHEREAS, pursuant to Section 9(c) of the Warrant Agreement, SFX
executed and delivered to American Stock an Assumption of Warrants, dated as
of November 22, 1996 (the "Warrant Assumption"), wherein SFX assumed the
obligations, rights and duties of MMR contained in the Warrants;
WHEREAS, pursuant to the Warrant Assumption, each Warrant is
exercisable for .2983 shares of the Class A Common Stock, $.01 par value per
share ("SFX Class A Common Stock"), of SFX and the per share exercise price
for the shares of SFX Class A Common Stock issuable upon the exercise of each
Class A Warrant and Class B Warrant is $25.98 and $38.55, respectively (such
warrants are hereinafter referred to as "Assumed Warrants"); and
WHEREAS, the parties to this Agreement desire that ChaseMellon act as
Warrant Agent for the Assumed Warrants.
NOW, THEREFORE, intending to be legally bound, the undersigned hereby
agree that ChaseMellon shall hereby assume the rights, obligations and duties
of Warrant Agent (or, as such is from time to time described in the Warrant
Agreement, the Transfer Agent), as described in the Warrant Agreement, with
respect to the Assumed Warrants and that American Stock will be released from
all obligations and duties of Warrant Agent or Transfer Agent under the
Warrant Agreement with respect to the Assumed Warrants.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
signed by their duly authorized officers this 22nd day of November, 1996.
SFX BROADCASTING, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Secretary
MULTI-MARKET RADIO, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
X.X. XXXXX INVESTMENT CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice Chairman
AMERICORP SECURITIES, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
