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Exhibit 4.6
WARRANT AGREEMENT AMENDMENT NO. 6
AMENDMENT NO. 6, dated as of August 1, 2000, between AMERICAN COUNTRY
HOLDINGS INC., a Delaware corporation (formerly known as The Western Transmedia
Company, Inc.) (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as
Warrant Agent (the "Warrant Agent"), to the Warrant Agreement dated as of June
25, 1993, as amended (as so amended, the "Warrant Agreement") between the
Company and the Warrant Agent.
W I T N E S S E T H
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WHEREAS, Section 1(h) of the Warrant Agreement permits the Company to
extend the New Warrant Expiration Date upon notice to all warrantholders;
WHEREAS, the Board of Directors of the Company has approved the
extension of the expiration date of the Warrants from August 31, 2000 to August
31, 2002, subject to the dissemination to warrantholders of a notice informing
them of such extension; and
WHEREAS, the Company desires to further amend the Warrant Agreement to
provide for the extension of the New Warrant Expiration Date from August 31,
2000 to August 31, 2002.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
SECTION 1. CAPITALIZATION. All capitalized terms used herein and not
otherwise defined shall have the meanings accorded them in the
Warrant Agreement.
SECTION 2. AMENDMENTS. The Warrant Agreement is hereby amended,
effective as of the date hereof, as follows:
(a) Section 1 of the Warrant Agreement is amended by substituting new
subparagraph (h) in place of the existing subparagraph (h) to read as follows:
"(h) The "New Warrant Expiration Date" shall mean 5:00 P.M.
(New York time) on August 31, 2002, or the Redemption Date as defined
in Section 8, whichever is earlier; provided that if such date shall
in the state of New York be a
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holiday or a day on which banks are authorized or required to close,
then 5:00 P.M. (New York time) on the next following day which in the
State of New York is not a holiday or a day on which banks are
authorized or required to close. Upon notice to all warrantholders,
the Company shall have the right to further extend the New Warrant
Expiration Date."
(b) All references to the date August 31, 2000 in the Warrant
Agreement, insofar as they relate to the date on which the Warrants shall
expire, shall be deemed references to August 31, 2002.
SECTION 3. MISCELLANEOUS.
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(a) On and after the date of this Amendment, each reference in the
Warrant Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Warrant Agreement, and each reference in any Warrant
Certificate to "the Warrant Agreement", "thereunder", "thereof" or words of like
import referring to the Warrant Agreement, shall mean and be a reference to the
Warrant Agreement as amended by this Amendment No. 6. The Warrant Agreement, as
amended by this Amendment, is and shall continue to be in full force and effect
and is hereby in all respects ratified and confirmed.
(b) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, except that body of law relating to
choice of laws.
(c) This Amendment may be executed in several counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
AMERICAN COUNTRY HOLDINGS INC.
By: /s/Martin L. Solomon
Name:Martin L. Solomon
Title:Chairman
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AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/Joseph Wolf
Name: Joseph Wolf
Title: Vice President
