SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____2_______)*
Multi-Market Radio, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
625432109
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 pages
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CUSIP No. 625432109 13G Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 595,698
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 595,698
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,698
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 625432109 13G Page 3 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Investment Banking Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 595,698
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
595,698
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,698
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 13 Pages
Item 1. J. Morton Davis and D.H. Blair Investment Banking Corp.
("Blair Investment") (together, the "Reporting Parties"),
hereby amend their statement on Schedule 13G relating to the
Class A Common Stock, $.01 par value ("shares") of Multi-Market
Radio, Inc. (the "Issuer") as follows:
Item 2. (a) is hereby amended in its entirety as follows:
J. Morton Davis and Blair Investment (1). See Exhibit A
which is a copy of their agreement in writing to file this
statement on behalf of each of them (previously filed in a
Schedule 13G, dated February 10, 1995, of which this is Amendment
No. 2 thereto, and incorporated by reference herein).
Item 4. is hereby amended in its entirety as follows:
(a) (b) As of July 31, 1996, Mr. Davis and Blair Investment may be
deemed to beneficially own 595,698 shares or 16.1% of the
Issuer's shares as follows: 312,706 shares, 141,496 Class A
Warrants (2) and 141,496 Class B Warrants (2). These securities
are directly owned by Blair Investment.
(c) Mr. Davis has sole power to vote or to direct the vote, to
dispose or to direct the disposition of those shares owned by
Blair Investment. Mr. Davis and Blair Investment have entered
into an Agreement with SFX Broadcasting, Inc., dated July 31,
1996, pursuant to which Mr. Davis and Blair Investment have
agreed that at any meeting of the stockholders of the Issuer they
will vote those shares beneficially owned by them in favor of the
adoption and approval of an amendment to the Issuer's Restated
Certificate of Incorporation and of the merger of the Issuer with
SFX Broadcasting, Inc. A copy of the Agreement is attached as
Exhibit B and incorporated by reference herein.
Item 5. is hereby amended in its entirety as follows:
Blair Holdings has ceased to be a beneficial owner of more than
five percent of the Issuer's securities.
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(1) Mr. Davis is an investment banker and sole shareholder of Blair
Investment, a broker-dealer registered under the Securities Exchange Act of
1934. Prior to May 1, 1996, D.H. Blair Holdings, Inc. ("Blair Holdings") was
solely owned by Mr. Davis, and Blair Investment was a wholly-owned subsidiary of
Blair Holdings. As of May 1, 1996, Blair Holdings merged into Blair Investment,
with Blair Investment being the surviving corporation.
(2) Each Class A Warrant entitles the holder to purchase one share at a price of
$7.75, subject to adjustment, until March 22, 1999. Each Class B Warrant
entitles the holder to purchase one share at a price of $11.50, subject to
adjustment, until March 22, 1999.
<PAGE>
Page 5 of 13 pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: July 31, 1996
By: /s/ J. Morton Davis
-------------------------------
J. Morton Davis
Date: July 31, 1996
D.H. Blair Investment Banking Corp.
By: /s/ David Nachamie
-------------------------------
David Nachamie
Treasurer
<PAGE>
Page 6 of 13 pages
EXHIBIT INDEX
-------------
The Exhibit Index is hereby amended by adding the following thereto:
Exhibit B - Agreement dated July 31, 1996 between SFX Broadcasting and J.
Morton Davis and D. H. Blair Investment Banking Corp.
Page 7 of 13 pages
EXHIBIT B
AGREEMENT
THIS AGREEMENT, dated as of July 31, 1996, is between SFX BROADCASTING,
INC., a Delaware corporation ("SFX"), and J. Morton Davis and D.H. Blair
Investment Banking Corp. (collectively, the "Stockholders").
WHEREAS, concurrently herewith, SFX, SFX Merger Company, a Delaware
corporation and a wholly-owned subsidiary of SFX ("Acquiror Sub"), and
Multi-Market Radio, Inc., a Delaware corporation (the "Company"), are entering
into an amendment to the Amended and Restated Agreement and Plan of Merger (as
amended, the "Merger Agreement"; capitalized terms used without definition
herein having the meanings ascribed thereto in the Merger Agreement);
WHEREAS, excluding 141,496 Class A Warrants, 141,496 Class B
Warrants and 10,448 Unit Purchase Options the Stockholders are collectively the
record and beneficial owners on the date hereof of 312,706 shares (the "Shares")
of Class A Common Stock, $.01 of par value, of the Company (the "Common Stock");
WHEREAS, approval of the merger agreement and the merger by
the company's stockholders is a condition to the consummation of the merger; and
WHEREAS, as a condition to its entering into the amendment to
the Merger Agreement, SFX has required that the Stockholders agree, and the
Stockholders have agreed, to enter into this Agreement.
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties hereto agree as
follows:
Section 1. Voting Agreement. From the date of this Agreement
until the earliest of (i) the effective date of the Merger, (ii) the termination
of the Merger Agreement or (iii) June 30, 1997: Subject to the representations
of the Company, the Stockholders hereby agree that at any meeting of the
stockholders of the Company, however called, and any action by consent of the
stockholders of the Company, the Stockholders shall vote the Shares, and any
other voting securities of the Company, whether issued heretofore or hereafter,
which are held of record or beneficially by the Stockholders, on the applicable
record date, but which shall not include any shares of Common Stock held in
discretionary brokerage accounts of clients of the Stockholders in favor of (1)
adoption and approval of an amendment to the Company's Restated Certificate of
Incorporation, and (2) the Merger and the Merger Agreement, as such Merger
Agreement may be amended from time to time in accordance with Section 4(b)
hereof; provided that the Stockholders' obligation to vote the Shares is
conditioned on there being no tender offer or other proposal for any
recapitalization, merger (other than the Merger), sale of assets or other
business combination between the Company and any person or entity or any other
action or agreement that is intended, or could reasonably be expected, to
provide a higher value for the Shares than that provided by the Merger
Agreement.
Section 2. Securities Act Covenants and Representations.
Subject to SFX's obligations under Section 3(a), the Stockholders hereby agree
and represents to SFX as follows:
[NYCORP] 26436.5
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Page 8 of 13 pages
(a) The Stockholders have been advised that the offer, sale
and delivery of the SFX Common Stock to the Stockholders pursuant to
the Merger may not be registered under the Securities Act, despite
SFX's obligations to use best efforts to effect such registration. The
Stockholders have been advised that if the offer, sale and delivery of
the SFX Common Stock to the Stockholders pursuant to the Merger has not
been registered under the Securities Act, then such shares (the "Merger
Shares") may not be offered, sold, pledged, hypothecated or otherwise
transferred unless subsequently registered under the Securities Act or
an exemption from such registration is available. The Stockholders have
also been advised that even if the sale and delivery to the stockholder
of the Merger Shares is registered under the Securities Act, to the
extent the Stockholders are considered an "affiliate" of the Company at
the time the Merger Agreement is submitted for a vote of the
stockholders of the Company, any public offering or sale by the
Stockholders of the Merger Shares will, under current law, require
either (i) the further registration under the Securities Act of the
Merger Shares, which SFX is obligated under Section 3(a) to use best
efforts to effect, (ii) compliance with Rule 145 promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act or (iii) the availability of another exemption from such
registration under the Securities Act.
(b) The Stockholders have read this Agreement and the Merger
Agreement and have discussed their requirements and other applicable
limitations upon their ability to sell, transfer or otherwise dispose
of the Merger Shares, to the extent the Stockholders believed
necessary, with their counsel.
Section 3. Registration of Merger Shares. (a) SFX shall, as
soon as practicable but no later than the date of filing its final amendment to
its Registration Statement on Form S-4 relating to the Merger, file with the
Commission a registration statement under the Securities Act covering the sale
of the Merger Shares, and shall use best efforts on or before the Effective Time
to effect the registration under the Securities Act, on an appropriate form, of
the resale of the Merger Shares by the Stockholders. SFX shall keep such
registration continuously effective until such time as the Merger Shares have
been disposed of by the Stockholders but in no event for a period longer than
the period ending the date on which the Merger Shares are eligible for sale
under Rule 144 (including but not limited to Rule 144(k)) during any one three
month period. For purposes of this Section 3, "Registration Statement" means the
registration statement covering the Merger Shares filed pursuant hereto,
including, to the extent applicable, the prospectus (the "Prospectus") included
in any such registration statement, all amendments and supplements to any such
registration statement (including post-effective amendments), all exhibits to
any such registration statement and all material incorporated by reference in
any such registration statement. SFX shall assume the obligations of the Company
under that certain Unit Purchase Option dated March 30, 1994, and, if requested,
shall include the shares of Common Stock issuable under the exercise of the Unit
Purchase Option in the Registration Statement upon the terms and conditions set
forth therein.
(b) In connection with SFX's registration obligations pursuant
to Section 3(a) and, except as provided in Section 3(b)(i), SFX shall keep
continuously effective the Registration Statement for the period of time
provided in Section 3(a), to permit the sale of the Merger Shares pursuant to
the Registration Statement, and shall:
(i) notify the Stockholders, as promptly as
practicable (A) when a new Registration Statement, Prospectus
or supplement thereto or post-effective amendment has been
filed, and, with respect to a new Registration Statement or
post-effective amendment when it has become effective, (B) of
any request by the Commission for amendments or
[NYCORP] 26436.5
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Page 9 of 13 pages
supplements to any Registration Statement or Prospectus or for
additional information, (C) of the issuance by the Commission
of any comments with respect to any filing and of any stop
order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that
purpose, (D) of the receipt by SFX of any notification with
respect to the suspension of the qualification of the Merger
Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (E) of the
happening of any event that makes any statement made in any
Registration Statement, Prospectus or any document
incorporated therein by reference untrue or that requires the
making of any changes in any Registration Statement,
Prospectus or any document incorporated therein by reference
in order to make the statements therein not misleading, and
(F) of SFX's determination that a post-effective amendment to
a Registration Statement would be appropriate; and
(ii) use best efforts to (A) take all action
necessary or advisable to effect such registration in the
manner contemplated by this Agreement, including but not
limited to furnishing copies of the Prospectus as the
Stockholders shall request, and registering the Merger Shares
for sale under the securities or "blue sky" laws of such
jurisdictions as the Stockholders may designate, and will make
such applications and furnish such information as may be
required for that purpose and to comply with such laws,
provided that SFX shall not be required to qualify as a
foreign corporation or a dealer in securities or to execute a
general consent or service of process in any jurisdiction in
any action other than one arising out of the sale of the
Merger Shares, (B) as promptly as practicable, prepare and
file with the SEC such amendments (including post-effective
amendments) and supplements to the Registration Statement and
the prospectus used in connection with the Registration
Statement as may be necessary to keep the Registration
Statement effective at all times until such date as is
provided above, and, during such period, comply with the
provisions of the Securities Act applicable to SFX with
respect to the disposition of all Merger Shares of the Company
covered by the Registration Statement; (C) cause all the
Merger Shares covered by the Registration Statement to be
listed on a national securities exchange and on each
additional national securities exchange on which similar
securities issued by SFX are then listed, or secure
designation of all the Merger Shares on the Nasdaq National
Market or for trading in The Nasdaq SmallCap Market (whichever
is at the time the principal trading market for the Common
stock); and (D) take all other reasonable actions necessary to
expedite and facilitate disposition by the Stockholders of the
Merger Shares pursuant to the Registration Statement.
(c) The Stockholders shall furnish to SFX such information
regarding the Stockholders and the plan of distribution of the Merger Shares as
SFX may from time to time reasonably request.
(d) The Stockholders agree that upon receipt of any notice
from SFX of the happening of any event of the kind described in Sections
3(b)(i)(B), 3(b)(i)(C), 3(b)(i)(D), 3(b)(i)(E) or 3(b)(i)(F), they shall
forthwith discontinue disposition of the Merger Shares pursuant to the
Prospectus until (A) they are advised in writing by SFX that a new Registration
Statement covering the offer of the Merger Shares has become effective under the
Securities Act or (B) they receive copies of a supplemented or amended
Prospectus, or (C) until they are advised in writing by SFX that the use of the
Prospectus may be resumed. SFX shall promptly take all such action as may be
necessary or appropriate, including, without limitation, the filing of a new
Registration Statement or an amendment to the then current Registration
Statement
[NYCORP] 26436.5
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Page 10 of 13 pages
and/or the filing of an amended Prospectus, to limit the duration of any
discontinuance with respect to the disposition of the Merger Shares pursuant to
this Section 3(d).
(e) All expenses incident to SFX's performance of or
compliance with this Agreement and Stockholders' execution of this Agreement,
including without limitation all registration and filing fees, fees and expenses
for compliance with securities or blue sky laws (including fees and
disbursements of SFX's counsel in connection with blue sky qualifications or
registrations (or the obtaining of exemptions therefrom) of the Merger Shares),
printing expenses (including expenses of printing Prospectuses), messenger and
delivery expenses, internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), fees and disbursements of counsel (including counsel to the
Stockholders) and SFX's independent certified public accountants, fees and
expenses of any special experts retained by SFX in connection with any
registration hereunder, and fees and expenses of other persons retained by SFX,
but excluding fees and disbursements of counsel retained by the Stockholders,
any fees and expenses of any underwriters and transfer taxes, if any, relating
to the Merger Shares, shall be borne by SFX.
(f) SFX shall indemnify and hold harmless, to the full extent
permitted by law, (i) the Stockholders and the officers, directors and
controlling persons of such Stockholders against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and legal
expenses (collectively "Damages") resulting from any untrue or alleged untrue
statement of a material fact contained in any Registration Statement or any
Prospectus, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except in each case
insofar, but only insofar, as the same arises out of or is based upon an untrue
statement or alleged untrue statement of a material fact or an omission or
alleged omission to state a material fact in such Registration Statement,
Prospectus, amendment or supplement, as the case may be, made or omitted, as the
case may be, in reliance upon and in conformity with written information
furnished to SFX by a Stockholder expressly for use therein and (ii) the
Stockholders against all Damages resulting from either the failure to have the
Registration Statement declared effective at or prior to the Effective Time or
the inability of the Stockholders to use the Prospectus to sell Merger Shares.
(g) The Stockholders with respect only to written information
furnished by them to SFX expressly for use in any Registration Statement, any
Prospectus, or any amendment or supplement thereto shall indemnify and hold
harmless, to the full extent permitted by law, SFX, its officers, directors,
employees, representatives and agents, and each Person who controls (within the
meaning of the Securities Act) SFX, against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and legal
expenses) resulting from any untrue or alleged untrue statement of a material
fact contained in such Registration Statement, any Prospectus, or any amendment
or supplement thereto, or any omission or alleged omission to state in any
thereof a material fact required to be stated therein or necessary to make the
statements therein not misleading, to the extent, but only to the extent the
same arises out of or is based upon an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in such Registration Statement, Prospectus, amendment or
supplement, as the case may be, made or omitted, as the case may be, in reliance
upon and in conformity with such written information; provided that in no event
shall either Stockholder be liable for an amount in excess of the sale proceeds
received by such Stockholder.
Section 4. Effectiveness and Termination. (a) It is a condition precedent
to the effectiveness of this Agreement that an amendment to the Merger Agreement
shall have been executed and delivered. In the event that (i) the Merger
Agreement is terminated in accordance with its terms or (ii) the
[NYCORP] 26436.5
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Page 11 of 13 pages
consideration to be paid in the Merger to the holders of the Class A Common
Stock of the Company is less than $12.00 (or any higher price publicly announced
by SFX) in value per share, subject to adjustment as set forth in the Merger
Agreement, as calculated pursuant to the Merger Agreement, this Agreement shall
automatically terminate and be of no further force or effect. Upon such
termination, except for any rights any party may have in respect of any breach
by any other party of its obligations hereunder, none of the parties hereto
shall have any further obligation or liability hereunder.
(b) An amendment to the Merger Agreement shall be deemed to be
made in accordance with this Agreement if (i) approved by the Independent
Committee of MMR (ii) a fairness opinion is obtained from Oppenheimer & Co.,
Inc. and (iii) the consideration to be paid in the Merger to the holders of the
Class A Common Stock of the Company is not less than $12.00 (subject to
adjustment as set forth in the Merger Agreement) in value per share, as
calculated pursuant to the Merger Agreement, and the transaction is structured
as a tax-free reorganization.
Section 5. Representations and Warranties of SFX. SFX
represents and warrants to the Stockholders as follows: Each of this Agreement
and the Merger Agreement has been approved by the Board of Directors of SFX, and
the Merger Agreement has been approved by the Board of Directors of Acquiror Sub
and by SFX as the sole stockholder of Acquiror Sub, in each case representing
all necessary corporate action on the part of SFX and Acquiror Sub (no action by
the stockholders of SFX being required); except with respect to the Merger
Agreement, for the contemplated stockholder approvals described therein. Each of
this Agreement and the Merger Agreement has been duly executed and delivered by
a duly authorized officer of SFX and, in the case of the Merger Agreement,
Acquiror Sub. Each of this Agreement and the Merger Agreement constitutes a
valid and binding agreement of SFX and, in the case of the Merger Agreement,
Acquiror Sub, enforceable against SFX and, in the case of the Merger Agreement,
Acquiror Sub in accordance with its terms.
Section 6. Representations and Warranties of the Stockholders.
The Stockholders represent and warrant to SFX as follows: This Agreement has
been duly executed and delivered by each of the Stockholders and constitutes the
valid and binding agreement of the Stockholders, enforceable against the
Stockholders in accordance with its terms. The Shares are the only voting
securities of the Company owned (beneficially or of record) by the Stockholders,
and, except as provided in this Agreement, the Shares are not subject to any
voting trust, voting agreement or similar arrangement whatsoever. The Shares are
not held in discretionary accounts of clients of the Stockholders. In addition
to the Shares, the Stockholders currently own (beneficially or of record)
141,496 Class A Warrants and 141,496 Class B Warrants of MMR and 10,448 Unit
Purchase Options. The Stockholders have no present plan or intention to sell,
exchange, transfer by gift, or otherwise dispose of the Merger Shares. This
Agreement was not solicited by any officer or director of the Company or
representative of the Company, acting in such capacity.
Section 7. Indemnity. SFX agrees to indemnify and hold
harmless Stockholders, and all directors, officers, agents and other persons, if
any, who control such Stockholders within the meaning of Section 15 of the
Securities Act of 1933, from and against any and all liabilities, damages, costs
and expenses (including the fees of one counsel) which may arise or be asserted
against or may be incurred by such persons in their capacities as stockholders
of the Company, or other persons, if any, who control such stockholders, from
any claims, actions or proceedings arising out of this Agreement or any of the
transactions contemplated hereby.
[NYCORP] 26436.5
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Page 12 of 13 pages
Section 8. Miscellaneous. (a) Amendments, Waivers, Etc. This Agreement may
not be amended, changed, supplemented, waived or otherwise modified or
terminated except by an instrument in writing signed by SFX and the
Stockholders.
(b) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties and
their respective successors and assigns, including without limitation in the
case of any corporate party hereto any corporate successor by merger or
otherwise.
(c) Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties relating to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. There are no representations, warranties or covenants by the
parties hereto relating to such subject matter other than those expressly set
forth in this Agreement.
(d) Severability. If any term of this Agreement or the
application thereof to any party or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such term to the other parties or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by applicable law,
provided that in such event the parties shall negotiate in good faith in an
attempt to agree to another provision (in lieu of the term or application held
to be invalid or unenforceable) that will be valid and enforceable and will
carry out the parties' intentions hereunder.
(e) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(f) Third Party Beneficiaries. Except for those persons for whom
indemnification is provided, this Agreement is not intended to be for the
benefit of and shall not be enforceable by any person or entity which is not a
party hereto.
(g) Governing Law. This Agreement is governed by and construed in
accordance with the laws of the State of Delaware (without regard to conflict of
laws principles).
(h) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of
which together constitute an instrument. Each counterpart may consist of a
number of copies each signed by less that all, but together signed by all, the
parties hereto.
[NYCORP] 26436.5
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Page 13 of 13 pages
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
SFX BROADCASTING, INC.
By: /S/ Richard A. Liese
Name: Richard A. Liese
Title: Vice President
J. MORTON DAVIS
/s/ J. Morton Davis
___________________________________
D.H. BLAIR INVESTMENT BANKING CORP.
By: /s/ Martin A. Bell
Name: Martin A. Bell
Title: Vice Chairman
[NYCORP] 26436.5
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