{"id":40998,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/debt-warrant-agreement-viacom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"debt-warrant-agreement-viacom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/debt-warrant-agreement-viacom-inc.html","title":{"rendered":"Debt Warrant Agreement Viacom, Inc."},"content":{"rendered":"<pre>\n                                   VIACOM INC.\n\n\n\n                          [VIACOM INTERNATIONAL INC.] *\n\n\n\n                                       AND\n\n\n\n                 ---------------------------------------------,\n\n\n\n                                  Warrant Agent\n\n\n\n\n\n                             DEBT WARRANT AGREEMENT\n\n\n\n\n\n\n\n                          Providing for the Issuance of\n\n                    % Notes\/Debentures Due Purchase Warrants\n\n\n\n                         Dated as of ____________, 20__\n\n\n\n------------------------\n*If Viacom International is a co-issuer, add the language in brackets\n         relating to Viacom International co-issuing the Warrants.\n\n\n\n\n\n\n\n\n\n\n                             DEBT WARRANT AGREEMENT\n\n\n\nTHIS DEBT WARRANT AGREEMENT is entered into as of , 20__ between\nViacom Inc., a corporation incorporated under the laws of Delaware (the\n\"Company\") [, Viacom International, Inc., a corporation incorporated \nunder the laws of Delaware, (the \"Co-Issuer\")] and _____________________, \na ________ incorporated under the laws of ____________ (the \"Agent\").\n\n                              W I T N E S S E T H:\n\nWHEREAS, the Company proposes to issue ____ Warrants, each Warrant\nentitling the registered owner thereof to purchase ___% Notes\/Debentures Due\n_______ of the Company [, which Notes\/Debentures will be guaranteed by the\nCo-Issuer] (the \"Debt Securities\"), which will be issued pursuant to the\nIndenture, at the price and upon the terms and conditions herein set forth; and\n\nWHEREAS, the Company is duly authorized to issue the Warrants as\nprovided in this Agreement; and\n\nWHEREAS, all things necessary have been done and performed to make\nthe Warrants when duly authenticated by the Agent and issued as in this\nAgreement provided legal and valid and binding upon the Company with the\nbenefits and subject to the terms of this Agreement.\n\nWHEREAS, the Co-Issuer proposes to co-issue the Warrants; and\nWHEREAS, the Co-Issuer is duly authorized to issue the Warrants as provided in\nthis Agreement; and WHEREAS, all things necessary have been done and performed\nto make the Warrants when duly authenticated by the Agent and issued as in this\nAgreement provided legal and valid and binding upon the Co-Issuer with the\nbenefits and subject to the terms of this Agreement.] NOW, THEREFORE, THIS\nAGREEMENT WITNESSETH that for good and valuable consideration mutually given and\nreceived, the receipt and sufficiency whereof is hereby acknowledged, it is\nhereby agreed and declared as follows:\n\n                                   Article I\n                                  DEFINITIONS\n\nSECTION 1.1. Definitions. Except as otherwise expressly provided\nor unless the context otherwise requires, the terms defined in this Section 1.1\nshall for all purposes of this Agreement, have the meanings herein specified,\nthe following definitions to be equally applicable to both the singular and\nplural forms of any of the terms herein defined:\n\n\n\n\nThe term \"Agent\" shall mean _____________, a _________\nincorporated under the laws of ____________ or its lawful successors from\ntime to time appointed in accordance with this Agreement.\n\nThe term \"Agreement\" shall mean this Debt Warrant Agreement\nbetween the Company and the Agent, as such agreement is originally executed\nor as it may from time to time be supplemented, modified or amended as\nprovided herein. \n\nThe term \"Business Day\" shall mean any day which is not a Saturday\nor Sunday or which in the City of New York or ____________ is neither a\nlegal holiday nor a day on which banking institutions are authorized by law\nor regulation to close. \n\nThe term \"Co-Issuer\" shall mean Viacom International Inc., a\nDelaware corporation, the guarantor of the Debt Securities to be issued\nupon exercise of the Warrants, until a successor entity shall have become\nsuch pursuant to the applicable provisions of this Agreement and thereafter\nthe term \"Co-Issuer\" shall mean such successor entity. \n\nThe term \"Company\" shall mean Viacom, Inc., a Delaware\ncorporation, until a successor entity shall have become such pursuant to\nthe applicable provisions of this Agreement and thereafter the term\n\"Company\" shall mean such successor entity. \n\nThe term \"Debt Securities\" means any or all, as the case may be,\nof the Company's ___% Notes\/Debentures Due ___________, [fully and\nunconditionally guaranteed by the Co-Issuer] authenticated and delivered as\nprovided in the Indenture. \n\nThe term \"Event of Default\" shall mean any event specified as such\nin Section 6.1 hereof. An Event of Default shall \"exist\" if an Event of\nDefault shall have occurred and be continuing. \n\nThe term \"Exercise Date\" shall mean each date during the Exercise\nPeriod on which [Notes\/Debentures] are purchased by a Registered Owner\nthrough the exercise of all or a portion of its Warrants.\n\nThe term \"Exercise Form\" shall mean the form designated Exercise\nForm attached as Annex II to each Warrant.\n\n              The term \"Exercise Period\" shall mean the period commencing at\n     9:00 A.M. ( -------------- time) on _____________, 20__ and ending at 4:00\n     P.M. (___________ time) on _____________, _____.\n\n              The term \"Exercise Price\" shall have the meaning accorded such\n     term in Section 2.1 of this Agreement.\n\n              The term \"Guarantee\" or \"Guarantees\" shall mean the guarantees\n     relating to the Debt Securities to be issued by Viacom International Inc.\n     as provided in the Indenture.\n\n\n                                       2\n\n\n\n              The term \"Indenture\" shall mean that certain Indenture dated as of\n     ___________ between the Company and ___________, as trustee, as such\n     Indenture was originally executed or as it may from time to time be\n     supplemented, modified or amended in accordance with the terms thereof. \n\n              The term \"Notice of Intent to Exercise\" shall have the meaning\n     accorded thereto in Section 4.1 of this Agreement. The form of Notice of\n     Intent to Exercise is attached as Annex I to each Warrant. \n\n              The term \"Outstanding\" when used with reference to the Warrants\n     shall mean, as of the date of determination, all Warrants theretofore\n     authenticated and delivered under this Agreement, except: \n\n                          (a) Warrants theretofore canceled by the Agent or\n                    delivered to the Agent for cancelation and\n\n                          (b) Warrants in exchange for or in lieu of which other\n                    Warrants shall have been authenticated and delivered under\n                    this Agreement.\n\n              The term \"Person\" shall mean an individual, a corporation, a\n     partnership, a joint venture, an association, a joint stock company, a\n     trust, an unincorporated organization, or a government or any agency,\n     authority or political subdivision thereof.\n\n              The term \"Register\" shall mean the books for the registration and\n     transfer of Warrants which books are kept by the Agent pursuant to Section\n     3.1 hereof.\n\n              The term \"Time of Expiry\" means 4:00 p.m., _________ time, on\n     ____________, 20__.\n\n              The term \"Warrantholders\" or \"Registered Owners\" means the persons\n     from time to time who are Registered Owners of the Warrants.\n\n              The term \"Warrantholders' Request\" means an instrument signed in\n     one or more counterparts by the Warrantholders entitled to purchase in the\n     aggregate not less than a majority of the aggregate principal amount of\n     Debt Securities which could be purchased pursuant to all Warrants then\n     Outstanding requesting the Agent to take some action or proceeding\n     specified therein.\n\n              The term \"Warrants\" means the ___% Notes\/ Debentures Due 20__\n     Purchase Warrants issued hereunder pursuant to which Warrantholders have\n     the right to purchase the Debt Securities on the terms and conditions\n     herein set forth.\n\n              The term \"Written Order of the Company [and the Co-Issuer]\" and\n     \"Written Consent of the Company [and the Co-Issuer]\" mean, respectively, a\n     written order or consent signed in the name of the Company [and the\n     Co-Issuer] by any one of its officers and may consist of one or more\n     instruments so executed.\n\n\n\n                                       3\n\n\n                                   Article II\n                              ISSUANCE OF WARRANTS\n\n              SECTION 2.1. Issuance And Terms Of Warrants. The issuance of\nWarrants entitling the Registered Owners thereof to purchase up to an aggregate\nof not more than [U.S. $\/Specified Currency]_______ in principal amount of the\nDebt Securities is hereby authorized. The Warrants are hereby designated as the\n\"Notes\/Debentures Due Purchase Warrants.\" The Warrants shall be delivered by the\nCompany to the Agent to be authenticated by the Agent and delivered in\naccordance with the Written Order of the Company [and the Co-Issuer]. The\nWarrants shall be dated , 20__ and shall be issuable in fully registered form\nand in denominations that permit the purchase upon exercise of [U.S. $\/Specified\nCurrency]_______ principal amount of Debt Securities and any integral multiples\nthereof.\n\n              The Warrants shall be exercisable on any Business Day during the\nExercise Period. Each Warrant in the denomination of [U.S. $\/Specified Currency]\nshall entitle the Registered Owner thereof to exercise such Warrant in\naccordance with and pursuant to the terms thereof for the purchase of a Debt\nSecurity in the principal amount of [U.S. $\/Specified Currency] at par plus\ninterest accrued thereon from _______________, _______, _____ [the payment of\nwhich will be fully and unconditionally guaranteed by the Co-Issuer] to but not\nincluding, the Exercise Date (the \"Exercise Price\").\n\n              SECTION 2.2. Form of Warrants. The Warrants shall be in\nsubstantially the form set out in this Section 2.2, with such additional\nprovisions, omissions, variations or substitutions as are not inconsistent with\nthe provisions of this Agreement. The Warrants may have such letters, numbers or\nother marks of identification and such legends or endorsements placed thereon as\nmay, consistent herewith, be determined by the officer executing such Warrants\nas evidenced by such officer's execution thereof.\n\n                                FORM OF WARRANT\n\n              Number R-W-___ _____ Warrant(s) Representing Right to Purchase Up\nto [U.S. $\/Specified Currency] ________ in Aggregate Principal Amount of ___%\nNotes\/Debentures Due .\n\n              This Warrant expires at 4:00 p.m. (_______ time) on [________,\n_________] and thereafter will be void and of no value. Notice of the holder's\nintent to exercise this Warrant must be given to ________________, as Agent not\nlater than 4:00 P.M. (________ time) [____________, _____].\n\n           VIACOM INC. [and VIACOM INTERNATIONAL INC. (as Co-Issuer)]\n\n                        [NOTE\/DEBENTURE] PURCHASE WARRANT\n\n              THIS CERTIFIES THAT, for value received, ____________, the\nRegistered Owner hereof (herein sometimes called the \"Warrantholder\") is\nentitled, upon and subject to the terms and conditions set forth herein and in\nthe Debt Warrant Agreement (the \"Warrant Agreement\") dated as of ___________,\n____, ____ between Viacom Inc. (the \"Company\"), [Viacom International Inc. (the\n\"Co-Issuer\")] and ______________, as Agent, (the \"Agent\"), to \n\n\n\n                                       4\n\n\npurchase at par plus interest accrued thereon, if any, at any time from 9:00\nA.M. (___________ time) [____________, _____] to 4:00 P.M. (________ time)\n[________________, _____], inclusive (each such date being referred to as an\n\"Exercise Date\") up to [U.S. $\/Specified Currency] ___________ in aggregate\nprincipal amount of ___% Notes\/Debentures Due ____ of the Company [, the payment\nof which shall be fully and unconditionally guaranteed by the Co-Issuer] (the\n\"Debt Securities\"), by providing written notice to the Agent of the\nWarrantholder's intention to exercise its right to purchase provided for herein\nspecifying the number of Warrants which the Warrantholder wishes to exercise,\nsuch notice to be provided in the notice form annexed hereto as Annex II not\nearlier than 9:00 A.M. (________ time)on [_________________, ____] and not later\nthan 4:00 P.M. (___________ time) [____________, ___], and by surrendering to\nthe Agent at its principal office in _____________, ___________ on any Exercise\nDate, this Warrant, with the Exercise Form on which this Warrant is exercised,\nthe Debt Securities will be delivered as described below against payment\ntherefor in [U.S. Federal Reserve or other United States\/Specified Currency]\nfunds current and immediately available to the Agent at the amount designated in\nthe Warrant Agreement, in each case in an amount equal to the purchase price of\nthe Debt Securities so purchased pursuant to the exercise of this Warrant.\n\n              This Warrant is one of a duly authorized issue of warrants issued\nunder the provisions of the Warrant Agreement. Reference is hereby made for\nparticulars of the rights of the Warrantholders and of the Company [and\nCo-Issuer] in respect thereof and the terms and conditions upon which the\nWarrants are issue and held, all to the sole effect as if the provisions of the\nWarrant Agreement were herein set forth, to all of which the Warrantholder by\nacceptance hereof assents. The Company will furnish to the Warrantholder, upon\nwritten request and without charge, a copy of the Warrant Agreement. All\ncapitalized terms not otherwise defined herein, shall have the meanings ascribed\nthereto in the Warrant Agreement.\n\n              The Debt Securities purchased pursuant to the exercise of this\nWarrant will be mailed by certified mail return receipt requested to the person\nspecified in the Exercise Form annexed hereto at its address specified therein\nor, if so specified in the Exercise Form, delivered to such person or its agent\nat the principal office of the Agent in ______________ on the Exercise Date.\n\n              If Debt Securities are purchased in an aggregate principal amount\nwhich is less than the total principal amount of the Debt Securities that can be\npurchased pursuant to this Warrant, the Warrantholder hereof will be entitled to\nreceive without charge a new Warrant in respect of the balance of the principal\namounts of Debt Securities which the Registered Owner hereof was entitled to\npurchase under the surrendered Warrant and which were not then purchased.\n\n              On presentation at the principal office of the Agent in\n______________ subject to the provisions of the Warrant Agreement, one or more\nWarrants may be exchanged for one or more Warrants entitling the Warrantholder\nto purchase an equal aggregate principal amount of Debt Securities as may be\npurchased under the Warrant or Warrants so exchanged. Nothing contained in this\nWarrant, the Warrant Agreement or elsewhere shall be construed as conferring\nupon the Warrantholder hereof any right or interest whatsoever as an owner of\nDebt Securities or any other right or interest in respect thereof except as\nherein and in the Warrant Agreement expressly provided.\n\n\n\n                                       5\n\n\n              This Warrant is registered on the books of the Company and is\ntransferable only in accordance with the provisions of the Warrant Agreement by\nsurrender thereof at the principal office of the Agent duly endorsed or\naccompanied by a written instrument of transfer duly executed by the Registered\nOwner of this Warrant or its attorney duly authorized in writing all in\naccordance with the terms and provisions of the Warrant Agreement.\n\n              This Warrant and the Warrant Agreement are governed by and\nconstrued in accordance with the laws of [New York].\n\n              IN WITNESS WHEREOF the Company [and the Co-Issuer] has caused this\nWarrant to be duly executed as of _________________, ___.\n\n\n\n                            VIACOM INC.\n\n\n                            By                                                 \n                              -------------------------------------------------\n                                 Name:\n                                 Title:\n\n\n\n                            [VIACOM INTERNATIONAL INC.\n\n\n                            By                                                 \n                               ------------------------------------------------\n                                 Name:\n                                 Title:]\n\n\n                                       6\n\n\n\n\n\n                          Certificate of Authentication\n\n\nThis is one of the Warrants described in the within-mentioned Warrant Agreement\n\n\n______________________, as Agent\n\n\n\nBy                                       \n   --------------------------------------\n          Authorized Officer\n\n\n\n                                       7\n\n\n\n\n                     ANNEX I - NOTICE OF INTENT TO EXERCISE\n\n\n\n         TO:\n\n              The undersigned Warrantholder of _____ Warrants evidenced by\nWarrant Number (the \"Warrant\") hereby notifies you pursuant to Section 4.1 of\nthe Debt Warrant Agreement dated as of , (the \"Warrant Agreement\") between\nViacom Inc. (the \"Company\") [, Viacom International Inc. (the \"Co-Issuer\")] and\n[___________, the undersigned], of the undersigned's intention to exercise\n_______ of such Warrants on ____________, ____ ) (the \"Exercise Date\") to\npurchase [U.S. $\/Specified Currency] ________________ in aggregate principal\namount of the Company's ___% Notes\/Debentures Due __________________ [ the\npayment of which shall be fully and unconditionally guaranteed by the Co-Issuer]\n(the \"Debt Securities\") at par plus interest accrued, if any, from and after\n[___________, _____]. The purchase price shall be a total of [U.S. $\/Specified\nCurrency] __________ representing [U.S. $\/Specified Currency] _______ in\nprincipal and [U.S. $\/Specified Currency] in accrued interest.\n\n              The Warrant with the Exercise Form duly completed shall be\ndelivered to the Agent at its principal office in ________________, ________.\nPayment of the purchase price of the Debt Securities shall be made in [U.S.\nFederal Reserve or other United States\/Specified Currency funds] immediately\navailable at the principal office of the Agent on the Exercise Date. The\nundersigned shall direct such Debt Securities be registered and delivered in the\nname(s) and the amount(s) set forth opposite the undersigned's name on Annex II\nto the Warrant.\n\n              DATED this _____ day of ____________, ____.\n\n\n\n                                    [NAME OF WARRANTHOLDER]\n\n\n                                    By                                         \n                                       ----------------------------------------\n\n\n\n                                       8\n\n\n\n                            ANNEX II - EXERCISE FORM\n\n\n\n         TO:\n\n\n\n              The undersigned Warrantholder of ______ Warrants evidenced by the\nWarrant attached hereto hereby exercises on _____________, ____ (the \"Exercise\nDate\") Warrants to purchase [U.S. $\/Specified Currency] _______ in aggregate\nprincipal amount of Viacom Inc.'s ___% Notes\/Debentures Due ____________ [ the\npayment of which shall be fully and unconditionally guaranteed by Viacom\nInternational Inc.] (the \"Debt Securities\") at par plus $______ in accrued\ninterest on the Debt Securities from [_________________, ___], and agrees to\ntransfer on the Exercise Date in [U.S. $\/Specified Currency] funds immediately\navailable to the Agent (at [account]) such purchase price of the Debt Securities\nall in accordance with the terms and conditions of the Debt Warrant Agreement\ndated as of ____________, ____ (the \"Warrant Agreement\") between Viacom Inc. [,\nViacom International Inc.] and [____________________], as Agent. The undersigned\nhereby irrevocably directs that such Debt Securities be registered and delivered\nin accordance with the directions set forth herein.\n\n              The undersigned acknowledges that all taxes or other governmental\ncharges payable upon the registration and delivery of such Debt Securities\n(other than in connection with each original issue and sale of the Debt\nSecurities), including any transfer taxes payable if the Debt Securities are to\nbe registered in the name of a person or persons other than the undersigned\nWarrantholder, must be paid by the undersigned.\n\n              DATED this _________ day of _____________, ___.\n\n                                  [NAME OF WARRANTHOLDER]\n\n\n                                  By                                          \n                                     -----------------------------------------\n\n\nPlease check box if Debt Securities are to be delivered at the offices of on the\nExercise Date, failing which the Debt Securities will be mailed by certified\nmail return receipt requested.\n\nUnless the foregoing box is checked, the Debt Securities shall be delivered to\nthe Warrantholder at its address set forth in the Register.\n\n\n\n\n                                       9\n\n\n\n\n              SECTION 2.3. Warrants Mutilated, Lost, Destroyed or Stolen\nWarrants. If (i) any mutilated Warrant is surrendered to the Agent, or the\nCompany and the Agent receive evidence to their satisfaction of the destruction,\nloss or theft of any Warrant and (ii) there is delivered to the Company [, the\nCo-Issuer] and the Agent such security or indemnity as may be required by them\nto save each of them harmless, then, in the absence of notice to the Company,\n[the Co-Issuer] or the Agent that such Warrant has been acquired by a bona fide\npurchaser, the Company [and the Co-Issuer] shall execute and upon its request\nthe Agent shall authenticate and deliver, in exchange for or in lieu of any such\nmutilated, destroyed, lost or stolen Warrant, a new Warrant of the same\nprincipal amount, bearing a number not contemporaneously Outstanding.\n\n              Upon the issuance of any new Warrant under this Section 2.3, the\nCompany [and the Co-Issuer] may require the payment of a sum sufficient to cover\nany tax or other governmental charge that may be imposed in relation thereto and\nany other expenses connected therewith.\n\n              Every new Warrant issued pursuant to this Section 2.3 in lieu of\nany destroyed, lost or stolen Warrant shall constitute an original additional\ncontractual obligation of the Company [and the Co-Issuer], whether or not the\ndestroyed, lost or stolen Warrant shall be at any time enforceable by anyone,\nand shall be entitled to all the security and benefits of this Agreement equally\nand ratably with all other Outstanding Warrants.\n\n              The provisions of this Section 2.3 are exclusive and shall\npreclude (to the extent lawful) all other rights and remedies with respect to\nthe replacement or payment of mutilated, destroyed, lost or stolen Warrants.\n\n              SECTION 2.4. Warrantholder Not a Registered Owner of the Debt\nSecurities. The ownership of a Warrant shall not constitute the Registered Owner\nthereof an owner of any of the Debt Securities nor entitle the Registered Owner\nto any right or interest [or guarantee payment] in respect thereof except upon\nthe exercise and surrender of its Warrants and the payment of the purchase price\nof the Debt Securities in accordance with and pursuant to the terms herein\nprovided.\n\n              SECTION 2.5. Warrants to Rank Pari Passu. All Warrants shall rank\npari passu with each other. ---------------------------\n\n              SECTION 2.6. Execution of Warrants. The Warrants shall be signed\nin the name and on behalf of the Company by one of its officers [and on behalf\nof the Co-Issuer by one of its officers]. The signature of the officer[s]\nexecuting the Warrants may be manual or facsimile. In case any officer of the\nCompany [or of the Co-Issuer] who shall have signed any of the Warrants\n(manually or in facsimile) shall cease to be such officer before the Warrants so\nsigned shall have been authenticated and delivered by the Agent, such Warrants\nnevertheless may be authenticated and delivered as though the Person who signed\nsuch Warrants had not ceased to be such officer of the Company [or of the\nCo-Issuer, as the case may be]. Also, any Warrant may be signed on behalf of the\nCompany [or the Co-Issuer] by such Persons as on the actual date of execution of\nsuch Warrant shall be the proper officers of the Company [or the Co-\n\n\n                                       10\n\n\nIssuer, as the case may be], although at the date of the execution of this\nAgreement any such Person was not such officer.\n\n              Only such of the Warrants as shall bear thereon a certificate of\nauthentication in substantially the form set forth in Section 2.2 hereof,\nexecuted by the Agent, shall be entitled to the benefits of this Agreement or be\nvalid or obligatory for any purpose.\n\n              SECTION 2.7. Purchase of Warrants by the Company. The Company may\npurchase in the market, by private contracts or otherwise all or any portion of\nthe Warrants on such terms as the Company may determine.\n\n                                  Article III\n                      EXCHANGE OF WARRANTS; REGISTRATION OF\n                 TRANSFER OF WARRANTS; NOTICE TO WARRANTHOLDERS\n\n              SECTION 3.1. Register. The Agent, as agent of the Company [and the\nCo-Issuer], shall maintain, at its principal office in ____________, ____, the\nRegister in which, subject to such reasonable regulations as it and the Company\n[and the Co-Issuer] may prescribe, it shall provide for the registration of the\nWarrants and the transfer of Warrants as in this Agreement provided. The\nRegister shall be in written form or in any other form capable of being\nconverted into written form within a reasonable time. The Registered Owners of\nthe Warrants shall present directly to the Agent all requests for (a)\nregistration of transfer of Warrants, (b) exchange of Warrants for new Warrants\nin authorized denominations and (c) replacement of Warrants in the case of\nmutilation, destruction, loss or theft.\n\n              Upon the Company's request, the Agent shall furnish the Company\nwith a list of names and addresses of the Registered Owners showing the number\nof such Warrants held by each Registered Owner.\n\n              SECTION 3.2. Exchange of Warrants. Warrants entitling the\nRegistered Owner to purchase any specified principal amount of Debt Securities\nmay, upon compliance with the reasonable requirements of the Agent, be exchanged\nfor Warrants entitling the Registered Owner thereof to purchase an equal\naggregate principal amount of Debt Securities.\n\n              Warrants may be exchanged only at the principal office of the\nAgent in _______________, ___ or at any other place that is designated by the\nCompany. Any Warrants tendered for exchange shall be surrendered to the Agent\nand canceled. The Company [and the Co-Issuer] shall execute all Warrants\nnecessary to carry out exchanges as aforesaid and such Warrants shall be\nauthenticated by the Agent.\n\n              SECTION 3.3. Charges for Exchange. For each Warrant exchanged or\ntransferred, the Agent, except as otherwise herein provided, shall, if required\nby the Company [or the Co-Issuer], charge a reasonable sum for each new Warrant\nissued; and payment of such charges and reimbursement of the Agent or the\nCompany [and the Co-Issuer] for any taxes or governmental or other charges\nrequired to be paid shall be made by the party requesting such exchange, as a\ncondition precedent thereto.\n\n\n\n                                       11\n\n\n              SECTION 3.4. Registration of Transfer; Restrictions on Transfers.\nNo transfer of a Warrant shall be valid unless made at the principal offices of\nthe Agent in the ____________, __________ or at any other place that is\ndesignated by the Company as an office for registration of transfer by the\nRegistered Owner or such Registered Owner's executors, administrators or other\nlegal representatives or attorney duly appointed by an instrument in writing in\nform and execution satisfactory to the Agent and upon compliance with such\nreasonable requirements as the Agent and the Company [and the Co-Issuer] may\nprescribe. Any Warrants tendered for registration of transfer shall be\nsurrendered to the Agent.\n\n              SECTION 3.5. Notice to Warrantholders. Unless herein otherwise\nexpressly provided, any notice to be given hereunder to Warrantholders shall be\ndeemed to be validly given if such notice is mailed to the last addresses of the\nWarrantholders appearing on the Register. Any notice so given shall be deemed to\nhave been given on the day on which it has been mailed. In determining under any\nprovision hereof the date when notice of any meeting or other event must be\ngiven, the date of giving notice shall be included and the date of the meeting\nor other event shall be excluded.\n\n                                   Article IV\n                              EXERCISE OF WARRANTS\n\n              SECTION 4.1. Method of Exercise of Warrants. The Registered Owner\nof any Warrant may exercise the right thereby to purchase Debt Securities by\nsurrendering to the Agent on any Business Day during the Exercise Period at the\nprincipal office of the Agent ___________, ___________, or at any other place or\nplaces that may be designated by the Company [and the Co-Issuer]:\n\n              (a) at least 3 Business Days prior to the exercise of its\n     Warrants, a completed and executed Notice of Intent to Exercise in the form\n     thereof set forth in Annex I to each Warrant (a \"Notice of Intent to\n     Exercise\");\n\n              (b) on the Exercise Date, a duly completed and executed Exercise\n     Form in the form thereof set forth in Annex II to each Warrant;\n\n              (c) on the Exercise Date, its Warrant or Warrants which it is\n     exercising; and\n\n              (d) on the Exercise Date, the Exercise Price in funds immediately\n     available to the Company.\n\n              The items described in the foregoing clauses (a) and (b) shall be\ndeemed received when an actual copy or a facsimile thereof is received by the\nAgent. Each Warrant shall be deemed to be surrendered only upon personal\ndelivery thereof to or, if sent by mail or other means of transmission, upon\nreceipt thereof by, the Agent at the office specified in this Section 4.1. Each\nWarrant shall be deemed exercised as of the first Business Day on which all of\nthe foregoing conditions are satisfied with respect to such Warrant. The first\nday on which the Warrants may be exercised is ________________, ____________,\n___. The Company [and the Co-Issuer] acknowledge[s] that the Registered Owners\nof the Warrants are not required under any circumstances to take any other\nactions in order to exercise their Warrants.\n\n\n\n                                       12\n\n\n              SECTION 4.2. Effect of Exercise of Warrants. Upon surrender and\npayment of the Exercise Price by the Registered Owner of any Warrant in\naccordance with Section 4.1, the Debt Securities] so purchased shall be deemed\nto have been issued and the person or persons to whom such Debt Securities] are\nto be issued shall be deemed to have become the Registered Owner or owners of\nsuch Debt Securities on the [Exercise Date].\n\n              After the due exercise of a Warrant as aforesaid, the Company [and\nthe Co-Issuer] shall forthwith cause to be delivered to the person to whom the\nDebt Securities] so purchased are to be issued at the address specified in such\nform or, if so specified in such purchase form, cause to be delivered to such\nperson at the office where such Warrant was surrendered, a Debt Security or Debt\nSecurities] in the form or forms and in the denominations requested and for the\nappropriate principal amount of Debt Securities] not exceeding the principal\namount which the Warrantholder is entitled to purchase pursuant to the Warrant\nsurrendered.\n\n              SECTION 4.3. Partial Exercise of Warrants. Subject to the issuance\nof Debt Securities] in authorized denominations only, the Registered Owner of\nany Warrant may purchase Debt Securities] in a principal amount less than that\nwhich such Registered Owner is entitled to purchase pursuant to the surrendered\nWarrant. In the event of any purchase of a principal amount of Debt Securities]\nless than the principal amount which can be purchased pursuant to a Warrant, the\nRegistered Owner thereof upon exercise thereof prior to the Time of Expiry\nshall, in addition, be entitled to receive forthwith a new Warrant in respect of\nthe balance of the principal amount of Debt Securities] which such Registered\nOwner was entitled to purchase pursuant to the surrendered Warrant and which\nwere not then exercised. The Company [and the Co-Issuer] shall not be\nresponsible for any taxes which may be payable in connection with the issuance\nof such new Warrant.\n\n              SECTION 4.4. Expiration of Warrants. After the Time of Expiry, all\nrights under any Warrant in respect of which the right of purchase herein and\ntherein provided for shall not theretofore have been exercised pursuant to\nSection 4.1 shall cease and terminate and such Warrant shall become void and of\nno effect and all rights of the Registered Owner thereof under this Warrant\nAgreement shall cease and terminate as of such termination; provided that such\nRegistered Owner's rights under this Warrant Agreement with respect to actions\noccurring prior to such termination shall remain in full force. After the Time\nof Expiry, each Registered Owner of any Warrants shall return any unexercised\nWarrants to the Agent for cancelation in accordance with Section 4.5 of this\nAgreement.\n\n              SECTION 4.5. Cancellation of Surrendered Warrants. All Warrants\nsurrendered to the Agent pursuant to Sections 2.3, 3.2, 3.4 or 4.1 shall\nforthwith be canceled by the Agent. All Warrants canceled or required to be\ncanceled under this or any other provision of this Agreement may be destroyed by\nor under the direction of the Agent and the Agent shall furnish the Company with\na destruction certificate identifying the Warrants so destroyed and the\nprincipal amount of Debt Securities] which could have been purchased pursuant to\neach.\n\n              SECTION 4.6. Accounting and Recording. The Agent shall forthwith\naccount and remit to the Company with respect to Warrants exercised and\nimmediately forward to the Company (or into an account or accounts of the\nCompany with the bank or trust company designated by the Company for that\npurpose) all monies received by the Agent on the purchase \n\n\n                                       13\n\n\nof Debt Securities] through the exercise of Warrants. All such monies, and any\nDebt Securities] or other instruments, from time to time received by the Agent\nshall be received in trust for, and shall be segregated and kept apart by the\nAgent in trust for, the Company.\n\n              The Agent shall record the particulars of the Warrants exercised\nwhich shall include the names and addresses of the persons who become Registered\nOwners of Debt Securities] on exercise, the Exercise Date, the Exercise Price\nand the number of Debt Securities] reserved for that purpose by the Company. The\nAgent shall provide such particulars in writing to the Company.\n\n                                   Article V\n                                   COVENANTS\n\n              SECTION 5.1. Issuance of Debt Securities. The Company covenants\nthat so long as any Warrants remain Outstanding it will cause the Debt\nSecurities from time to time paid for pursuant to the Warrants in the manner\nherein provided to be duly issued and delivered in accordance with the Warrants\nand the terms hereof.\n\n              SECTION 5.2. Corporate Existence of the Company; Consolidation,\nMerger, Sale or Transfer. Each of the Company [and the Co-Issuer] covenants that\nso long as any of the Warrants are Outstanding, it will maintain its existence,\nwill not dissolve, sell or otherwise dispose of all or substantially all of its\nassets and will not consolidate with or merge into another entity or permit one\nor more other entities to consolidate with or merge into it; provided that the\nCompany may, without violating the covenants in this Section 5.2 contained,\nconsolidate with or merge into another entity or permit one or more other\nentities to consolidate with or merge into it, or sell or otherwise transfer to\nanother entity all or substantially all of its assets as an entirety and\nthereafter dissolve, if: (i) immediately after such consolidation, merger, sale\nor conveyance no Event of Default or Default shall have occurred and be\ncontinuing; (ii) the surviving Person in such consolidation or merger (if other\nthan the Company [or the Co-Issuer], as the case may be) or person to whom such\nproperty and assets are sold or conveyed (if other than the Company [or the\nCo-Issuer], as the case may be) is a corporation organized under the laws of the\nUnited States of America or any state thereof, and such Person (if other than\nthe Company [or the Co-Issuer], as the case may be) through an amendment to this\nAgreement assumes all of the obligations of the Warrants and the performance and\nobservance of all the covenants and conditions of this Agreement with respect to\nthe Company [or the Co-Issuer], as the case may be; (iii) the Company [or the\nCo-Issuer], as the case may be, shall have delivered to the Trustee under the\nIndenture such certificates and opinions as required by the Indenture and all\nconditions precedent provided for in the Indenture relating to such\nconsolidation, merger, sale or conveyance have been complied with. The Company\n[and\/or the Co-Issuer] may consolidate or merge with or into, or sell or convey\nall or substantially all of its property and assets to any Subsidiary. For\npurposes of this Section, \"sell or convey all or substantially all of its\nproperty and assets\" shall mean property and assets contributing in the\naggregate at least 80% of the Company's total consolidated revenues as reported\nin the Company's last available periodic financial report (quarterly or annual,\nas the case may be) filed with the Securities and Exchange Commission.\n\n\n\n                                       14\n\n\n              Upon any consolidation by the Company [or the Co-Issuer] with or\nmerger by the Company [or the Co-Issuer] into any other corporation or any sale\nor conveyance of all or substantially all of the property and assets of the\nCompany [or the Co-Issuer] to any Person in accordance with this Section 5.2,\nthe successor Person formed by such consolidation or into which the Company [or\nthe Co-Issuer] is merged or to which such sale or conveyance is made shall\nsucceed to, and be substituted for, and may exercise every right and power of,\nthe Company [or the Co-Issuer], as the case may be under this Agreement with the\nsame effect as if such successor Person had been named as the Company [or the\nCo-Issuer], as the case may be, herein, and in the event of any such sale or\nconveyance, the Company [or the Co-Issuer], as the case may be (which term shall\nfor this purpose mean the Person named as the \"Company\" [or the \"Co-Issuer\"] in\nthe first paragraph of this Agreement or any successor Person which shall\ntheretofore become such in the manner described in this Section 5.2), shall be\ndischarged of all obligations and covenants under this Agreement and may be\ndissolved or liquidated.\n\n              SECTION 5.3. Maintenance of Offices or Agencies for Transfer,\nRegistration, Exchange of Warrants. So long as any of the Warrants shall remain\nOutstanding, the Company covenants that it will maintain an office or agency in,\nwhere the Warrants may be presented for registration, exchange and transfer as\nin this Agreement provided, and where notices and demands to or upon the Company\nin respect of the Warrants or of this Agreement may be served, and where the\nWarrants may be presented for exchange for Debt Securities as provided herein.\n\n              SECTION 5.4. Appointment to Fill a Vacancy in the Office of Agent.\nThe Company, whenever necessary to void or fill a vacancy in the office of\nAgent, covenants that it will appoint, in the manner provided in Section 9.4\nhereof, an Agent, so that there shall at all times be a Agent with respect to\nthe Outstanding Warrants.\n\n              [SECTION 5.5 Co-Issuance of Debt Securities. The Co-Issuer\ncovenants that so long as any Warrants remain Outstanding it will cause the Debt\nSecurities from time to time guaranteed pursuant to the Warrants in the manner\nherein provided to be fully and unconditionally guaranteed in accordance with\nthe Warrants and the terms hereof.]\n\n                                   Article VI\n                           EVENTS OF DEFAULT; REMEDIES\n\n              SECTION 6.1. Events of Default. The term \"Event of Default\"\nwhenever used herein with respect to any ----------------- Warrant shall mean\nany one of the following events:\n\n              (a) Failure by the Company [or the Co-Issuer] to deliver the Debt\n     Securities or the Guarantees, as the case may be, in exchange for the\n     Warrants in accordance with the provisions of this Agreement or\n\n              (b) failure on the part of the Company [or the Co-Issuer] to\n     observe or perform in any material respect any of the covenants or\n     agreements on its part in the Warrants or in this Agreement specifically\n     contained for the benefit of the Warrantholders, for a period of 90 days\n     after there has been given, by registered or certified mail, to the Company\n     by the Agent, or to the Company and the Agent by the \n\n\n                                       15\n\n\n     Registered Owners of not less than 25% in principal amount of the Warrants\n     at the time Outstanding under this Agreement a written notice specifying\n     such failure and stating that such is a \"Notice of Default\" hereunder.\n\n              SECTION 6.2. Suits by Warrantholders. All or any of the rights\nconferred upon the Registered Owner of any Warrant by the terms of such Warrant\nand\/or this Agreement may be enforced by the Registered Owner of such Warrants\nby appropriate legal proceedings but without prejudice to the right which is\nhereby conferred upon the Agent to proceed in its own name to enforce each and\nall of the provisions herein contained for the benefit of the Registered Owners\nof the Warrants from time to time Outstanding.\n\n              SECTION 6.3. Remedies Not Waived; Enforcement Expense. No delay or\nfailure on the part of the Registered Owners of Warrants or the Agent to\nexercise any right shall operate as a waiver of such right or otherwise\nprejudice such Registered Owner's or Agent's, as the case may be, rights, powers\nand remedies. The Company agrees to pay all costs, expenses and fees, including\nall reasonable attorneys' fees, which may be incurred by a Registered Owner in\nenforcing or attempting to enforce its rights thereunder and hereunder following\nthe occurrence and during the continuance of any Event of Default hereunder,\nwhether the same shall be enforced by suit or otherwise.\n\n              SECTION 6.4. Incorporators, Stockholders, Officers and Directors\nof Company and Exempt from Individual Liability. No recourse under or upon any\nobligation, covenant or agreement of this Agreement, or of any Warrant, or for\nany claim based thereon or otherwise in respect thereof, shall be had against\nany incorporator, stockholder, officer or director, as such, past, present or\nfuture, of the Company [or of the Co-Issuer], either directly or though the\nCompany [or of the Co-Issuer], whether by virtue of any constitution, statute or\nrule of law, or by the enforcement of any assessment or penalty or otherwise; it\nbeing expressly understood that this Agreement and the Warrants issued hereunder\nare solely corporate obligations, and that no personal liability whatever shall\nattach to, or is or shall be incurred by, the incorporators, stockholders,\nofficers or directors, as such, of the Company [or of the Co-Issuer], because of\nthe creation of the indebtedness [or the guarantees] hereby authorized, or under\nor by reason of the obligations, covenants or agreements contained in this\nAgreement or in any of the Warrants or implied therefrom; and that any and all\nsuch personal liability of every name and nature, either at common law or in\nequity or by constitution or statute, of, and any and all such rights and claims\nagainst, every such incorporator, stockholder, officer or director, as such,\nbecause of the creation of the obligations hereby authorized, or under or by\nreason of the obligations, covenants or agreements contained in this Agreement\nor in any of the Warrants or implied thereform are hereby expressly waived and\nreleased as a condition of, and as a consideration for, the execution of this\nAgreement and the issuance of such Warrants.\n\n                                  Article VII\n                      AMENDMENTS; MEETING OF WARRANTHOLDERS\n\n              SECTION 7.1. Amendments Without Consent of Registered Owners of\nWarrants. This Agreement and the terms and conditions of the Warrants may be\namended by the \n\n\n                                       16\n\n\nCompany and the Agent, without the consent of any Registered Owner of Warrants\nfor any of the following purposes:\n\n              (a) to add to the covenants of the Company [or of the Co-Issuer]\n     for the benefit of the Registered Owners of Warrants,\n\n              (b) to surrender any right or power conferred upon the Company [or\n     the Co-Issuer],\n\n              (c) to cure any ambiguity or correcting or supplementing any\n     provision contained herein or in the Warrants which may be defective or\n     inconsistent with any other provisions contained herein or in the Warrants,\n\n              (d) if deemed appropriate by the Company [or the Co-Issuer, as the\n     case may be,] or required by law, to evidence the permitted succession of\n     another corporation to the Company [or the Co-Issuer, as the case may be,]\n     and the assumption by such successor of the covenants and obligations of\n     the Company [or the Co-Issuer, as the case may be,] herein and in the\n     Warrants or\n\n              (e) to make such other provisions in regard to matters or\n     questions arising under this Agreement or the Warrants which shall not\n     adversely affect the interests of the Registered Owners of the Warrants in\n     any material respect.\n\n              SECTION 7.2. Amendments with Consent of Registered Owners of\nWarrants. This Agreement, the terms and conditions of the Warrants and the\ncovenants contained in either may also be modified or amended by the Company [,\nthe Co-Issuer] and the Agent and past defaults thereunder or future compliance\ntherewith by the Company [or by the Co-Issuer] may be waived either with the\nwritten consent of the Registered Owners of not less than a majority in\naggregate principal amount of the Debt Securities] at the time outstanding, or a\nresolution by the Registered Owners of not less than 75% in aggregate principal\namount of the Outstanding Warrants present or represented at the meeting;\nprovided that no such modification, amendment or waiver may, without the consent\nor affirmative vote of the Registered Owner of each Warrant affected thereby:\n\n              (a) Waive a default in the failure to deliver Debt Securities] in\n     exchange for Warrants pursuant to Section 4.1 hereof or change the Exercise\n     Dates or the Expiry Date with respect to any Warrant, or change the coin or\n     currency in which any Warrant is exercisable for Debt Securities or impair\n     the right to institute suit for the enforcement of any rights of any\n     Registered Owner of a Warrant or\n\n              (b) Reduce the percentage in principal amount of the Outstanding\n     Warrants, the consent of which Registered Owners is required for any\n     modification or amendment to this Agreement or to the terms and conditions\n     of or covenants contained in this Agreement or in the Warrants or for any\n     waiver of compliance therewith or\n\n                                       17\n\n\n              (c) modify any of the provisions of this Section 7.2 except to\n     provide that certain other provisions of this Agreement or the terms and\n     conditions of the Warrants cannot be modified, amended or waived without\n     the consent of the Registered Owner of each Outstanding Warrant affected\n     thereby.\n\nIt shall not be necessary for the Registered Owners of Warrants to approve the\nparticular form of any proposed amendment, but it shall be sufficient if they\napprove the substance thereof.\n\n              SECTION 7.3. Binding Nature of Amendments; Notice. Any\nmodifications, amendments or waivers to this Agreement or to the terms and\nconditions of the Warrants in accordance with the provisions hereof will be\nconclusive and binding on all Registered Owners of Warrants, whether or not they\nhave given such consent, whether or not notation of such modifications,\namendments or waivers is made upon the Warrants, and on all future Registered\nOwners of Warrants.\n\n              Promptly after the execution of any amendment to this Agreement or\nthe implementation of any modification or amendment of the terms and conditions\nof the Warrants, notice of such amendment or modification shall be given by the\nCompany or by the Agent, on behalf of and at the instruction of the Company, to\nthe Registered Owners by mail at such owner's address as it appears on the\nRegister. The failure to give such notice on a timely basis shall not invalidate\nsuch amendment or modification, but such notice shall be given as soon as\npracticable upon discovering such failure or upon any impediment to the giving\nof such notice being overcome.\n\n                                  Article VIII\n                             [Intentionally omitted]\n\n                                   Article IX\n                              CONCERNING THE AGENT\n\n              SECTION 9.1. Appointment of Agent. The Company [and the Co-Issuer]\nhereby appoint[s] ___________, at present having its principal office in\n[__________ at _____________, ________, __________] as the Agent in respect of\nthe Warrants, upon the terms and subject to the conditions set forth in this\nAgreement.\n\n              SECTION 9.2. Acceptance of Appointment By Agent; Limitations of\nDuties of Agent. The Agent accepts its obligations set forth herein and in the\nWarrants upon the terms and conditions hereof and thereof, including the\nfollowing, to all of which the Company agrees and to all of which the rights\nhereunder of the Registered Owners from time to time of the Warrants shall be\nsubject:\n\n              (a) The Agent shall be entitled to the compensation agreed upon\n     with the Company [and the Co-Issuer] for all services rendered by it, and\n     the Company [and the Co-Issuer] agree[s] promptly to pay such compensation\n     and to reimburse the Agent for its reasonable out-of-pocket expenses\n     (including, without limitation, the reasonable compensation of its counsel)\n     incurred by it in connection with the services rendered by it \n\n\n                                       18\n\n\n     hereunder. The Company [and the Co-Issuer] also agree[s] to indemnify the\n     Agent for, and to hold it harmless against, any loss, liability or expense\n     incurred without negligence or bad faith on its part, arising out of or in\n     connection with its acting as such Agent hereunder, including the costs and\n     expenses of defending against any claim of liability.\n\n              (b) In acting under this Agreement and in connection with the\n     Warrants, the Agent is acting solely as the agent of the Company [and the\n     Co-Issuer] and does not assume any obligations or relationship of agency or\n     trust for or with any of the Registered Owners of the Warrants.\n\n              (c) The Agent may consult with one or more counsel (who may also\n     be counsel to the Company [or the Co-Issuer]), and, in the absence of bad\n     faith, the written opinion of such counsel shall be full and complete\n     authorization and protection in respect of any action taken, omitted or\n     suffered by it hereunder in the good faith reliance thereon.\n\n              (d) The Agent shall be protected and shall incur no liability for\n     or in respect of any action taken, omitted or suffered by it in the good\n     faith reliance upon any Warrant, notice, direction, consent, certificate,\n     affidavit, statement or other paper or document signed by the Company [or\n     the Co-Issuer] reasonably believed by the Agent to be genuine and to have\n     been signed by the proper persons.\n\n              (e) The Agent and its officers, directors and employees may become\n     the owner of, or acquire any interest in, any Warrants, with the same\n     rights that it or they would have if it were not the Agent hereunder, may\n     engage or be interested in any financial or other transaction with the\n     Company [or the Co-Issuer] and may act on, or as depository, trustee or\n     agent for, any committee or body of Registered Owners of the Warrants or\n     holders of other obligations of the Company [or the Co-Issuer] as freely as\n     if it were not the Agent hereunder.\n\n              (f) The recitals contained herein and in the Warrants (except in\n     the Agent's certificates of authentication) shall be taken as the\n     statements of the Company [or of the Co-Issuer, as applicable], and the\n     Agent assumes no responsibility for their correctness. The Agent makes no\n     representation as to the validity or sufficiency of this Agreement or the\n     Warrants, provided that the Agent shall not be relieved of its duty to\n     authenticate Warrants as authorized by this Agreement. The Agent shall not\n     be accountable for the use or application by the Company [and the\n     Co-Issuer] of the proceeds of the Warrants.\n\n              (g) The Agent shall be obligated to perform such duties and only\n     such duties as are herein and in the Warrants specifically set forth and no\n     implied duties or obligations shall be read into this Agreement or the\n     Warrants against the Agent.\n\n              (h) No provision of this Agreement shall be construed to relieve\n     the Agent from liability for its own negligent action, its own negligent\n     failure to act, or its own willful misconduct or that of its officers or\n     employees.\n\n              (i) The Agent shall be under no liability for interest on any\n     money received by it hereunder except as otherwise agreed with the Company\n     [and the Co-Issuer].\n\n\n\n                                       19\n\n\n              SECTION 9.3. Agent Required. The Company [and the Co-Issuer]\nagree[s] that, until all Warrants (i) shall have been delivered to the Agent for\ncancellation or (ii) have become null and void because of the passage of the\nExpiry Date, there shall at all times be a Agent hereunder which shall be a\ncorporation doing business in the United States and which alone or with its\naffiliates has a combined capital and surplus of at least $[___,000,000].\n\n              SECTION 9.4. Resignation and Removal of Agent; Appointment of\nSuccessor. The Agent may at any time resign by giving written notice (in\naccordance with Section 10.1 hereof) to the Company of such intention on its\npart, specifying the date on which its desired resignation shall become\neffective; provided, however, that such date shall never be less than [90] days\nafter the receipt of such notice by the Company unless the Company [and the\nCo-Issuer] agree[s] to accept less notice. Upon receipt of such notice of\nresignation, the Company [and the Co-Issuer] shall promptly act to appoint a\nsuccessor Agent. The Agent may be removed at any time by the Company [and the\nCo-Issuer] by delivering written notice thereof specifying such removal and the\ndate when it is intended to become effective. Any resignation or removal of the\nAgent shall take effect upon the date of the appointment by the Company [and the\nCo-Issuer] as hereinafter provided of a successor and the acceptance of such\nappointment by such successor.\n\n              In case at any time the Agent shall resign, or shall be removed,\nor shall become incapable of acting or shall be adjudged as bankrupt or\ninsolvent, or if a receiver of its or of its property shall be appointed, or if\nany public officer shall take charge or control of its or of its property or\naffairs, for the purpose of rehabilitation, conservation or liquidation, a\nsuccessor agent, eligible as aforesaid, shall be appointed by the Company [and\nthe Co-Issuer].\n\n              Upon the appointment as aforesaid of a successor agent and\nacceptance by it of such appointment, the Agent so superseded shall cease to be\nthe Agent hereunder. If no successor Agent shall have been so appointed by the\nCompany [and the Co-Issuer] and shall have accepted appointment as hereinafter\nprovided, then the Registered Owners of a majority in aggregate principal amount\nof the Outstanding Warrants, on such Holders' behalf and on behalf of all others\nsimilarly situated may petition any court of competent jurisdiction for the\nappointment of a successor Agent.\n\n              Any successor Agent appointed hereunder shall execute, acknowledge\nand deliver to its predecessor and to the Company an instrument accepting such\nappointment hereunder, and thereupon such successor Agent, without any further\nact deed or conveyance, shall become vested with all the authority, rights,\npowers, immunities, duties and obligations of such predecessor with like effect\nas if originally named as such Agent hereunder, and such predecessor, upon\npayment of its charges and disbursements then unpaid, shall simultaneously\ntherewith become obligated to transfer, deliver and pay over, and such successor\nAgent shall be entitled to receive, all moneys, [Notes\/Debentures] or other\nproperty on deposit with or held by such predecessor, as such Agent hereunder.\nThe Company or, at the discretion of the Company, the successor Agent, will give\nprompt written notice by U.S. Mail to each Registered Owner of the Warrants at\nsuch owner's address as it appears on the Register of the appointment of a\nsuccessor Agent. Failure to give such notice or any defect therein shall not\naffect the appointment of a successor Agent.\n\n\n\n                                       20\n\n\n              SECTION 9.5. Merger, Conversion, Consolidation or Succession to\nBusiness of Agent. Any corporation into which the Agent may be merged or\nconverted, or with which it may be consolidated, or any corporation resulting\nfrom any merger, conversion or consolidation to which the Agent shall be a\nparty, or any corporation succeeding to all or substantially all the assets and\nbusiness of the Agent, shall be the successor to the Agent hereunder, provided\nsuch corporation shall be otherwise eligible under this Article IX, without the\nexecution or filing of any document or any further act on the part of any of the\nparties hereto.\n\n              In case any Warrants shall have been authenticated, but not\ndelivered, by the Agent then in office, any successor by merger, conversion or\nconsolidation to such authenticating Agent may adopt such authentication and\ndeliver the Warrants so authenticated with the same effect as if such successor\nAgent had itself authenticated such Warrants.\n\n                                   Article X\n                                 MISCELLANEOUS\n\n              SECTION 10.1. Notices. All notices or demands hereunder upon the\nCompany or the Agent may be ------- electronically communicated or hand\ndelivered or sent by overnight courier, addressed to any party hereto as\nprovided in this Section 10.1.\n\n              All communications intended for the Company [or the Co-Issuer]\nshall be sent to:\n\n                           Viacom Inc.\n                           [or Viacom International Inc.]\n                           1515 Broadway\n                           New York, NY 10036\n                           Attention:\n                           Fax Number:  (212) ___________\n\n\n              All communications intended for the Agent shall be sent to:\n\n                           Agent-Name\n                           Attention:\n                           Fax Number:\n\nor at any other address of which either of the foregoing shall have notified the\nother in any manner prescribed in this Section 10.01.\n\n              For all purposes of this Agreement, a notice or communication will\nbe deemed effective:\n\n              (a) if delivered by hand or sent by overnight courier, on the day\n     it is delivered unless (i) that day is not a day on which commercial banks\n     are open for business (a \"Local Business Day\") in the city specified in the\n     address for notice provided by the recipient or (ii) if delivered after the\n     close of business on a Local Business Day, then on the next succeeding\n     Local Business Day or\n\n\n\n                                       21\n\n\n              (b) if sent by facsimile transmission, on the date transmitted,\n     provided that oral or written confirmation of receipt is obtained by the\n     sender unless the date of transmission and confirmation is not a Local\n     Business Day, in which case, on the next succeeding Local Business Day.\n\nAny notice, direction, request, demand, consent or waiver by the Company or any\nRegistered Owner to or upon the Agent shall be deemed to have been sufficiently\ngiven, made or filed, for all purposes, if given, made or filed in writing with\nthe Agent in accordance with the provisions of this Section 10.1.\n\n              SECTION 10.2. Day Not a Business Day. If any date on which a\npayment is to be made, notice given or other action taken hereunder is not a\nBusiness Day, then such payments, notice or other action shall be made, given or\ntaken on the next succeeding business day in such place, and in the case of any\npayment, no interest shall accrue for the delay.\n\n              SECTION 10.3. Currency. All amounts herein are expressed in\n[United States Dollars\/Specified Currency]. --------\n\n              SECTION 10.4. Governing Law. This Agreement and the Warrants shall\nbe construed in accordance with the ------------- laws of New York.\n\n              SECTION 10.5. Limitation of Rights to Parties and Registered\nOwners of Warrants. Nothing in this Agreement or in the Warrants expressed or\nimplied is intended or shall be construed to give to any Person other than the\nCompany, [the Co-Issuer,] the Agent and the Registered Owners of the Warrants\nany legal or equitable right, remedy or claim under or in respect of this\nAgreement or any covenant, condition or provision herein or in the Warrants. All\nsuch covenants, conditions and provisions are and shall be held to be for the\nsole and exclusive benefit of the Company, [the Co-Issuer,] the Agent and the\nRegistered Owners of the Warrants.\n\n              SECTION 10.6. Separability of Invalid Provisions. In case any one\nor more of the provisions contained in this Agreement or in the Warrants shall\nfor any reason be held to be invalid, illegal or unenforceable in any respect,\nsuch invalidity, illegality or unenforceability shall not affect any other\nprovision of this Agreement, but this Agreement shall be construed as if such\ninvalid or illegal or unenforceable provision had never been contained herein.\n\n              SECTION 10.7. No Waiver of Rights. A failure or delay in\nexercising any right, power or privilege in respect of this Warrant Agreement\nwill not be presumed to operate as a waiver, and a single or partial exercise of\nany right, power or privilege will not be presumed to preclude any subsequent or\nfurther exercise of that right, power or privilege or the exercise of any other\nright, power or privilege.\n\n              SECTION 10.8. Execution in Several Counterparts. This Agreement\nmay be executed in any number of counterparts, each of which shall for all\npurposes be deemed to be an original; but such counterparts shall together\nconstitute but one and the same instrument.\n\n              SECTION 10.9. Article and Section Headings. The headings or titles\nof the several Articles and Sections hereof and any table of contents appended\nto copies hereof shall be \n\n\n                                       22\n\n\nsolely for convenience of reference and shall not affect the meaning,\nconstruction or effect of this Agreement.\n\n              SECTION 10.10. Successor and Assigns. All the covenants and\nagreements in this Agreement contained by or on behalf of the Company [, the\nCo-Issuer] or the Agent shall bind their respective successors and assigns,\nwhether so expressed or not.\n\n\n\n\n                                       23\n\n\n              IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement as of the date first above written.\n\n\n\n                                      VIACOM INC.\n\n\n                                      By                                  \n                                         ---------------------------------\n                                           Name:\n                                           Title:\n\n\n\n                                      [VIACOM INTERNATIONAL INC.\n\n\n                                      By                                  \n                                         ---------------------------------\n                                           Name:\n                                           Title:]\n\n\n\n                                      AGENT NAME,  as Agent\n\n\n                                      By                                  \n                                         ---------------------------------\n                                           Name:\n                                           Title:\n\n                                       24\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9560,9572],"class_list":["post-40998","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40998","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40998"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40998"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40998"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40998"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}