<PAGE> 1
As filed with the Securities and Exchange Commission on October 3, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OUTDOOR SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 86-0736400
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
OUTDOOR SYSTEMS PAINTING, INC.
Arizona 86-0638522
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
<PAGE> 2
OS ADVERTISING OF TEXAS PAINTING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas 86-0638816
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
OS BASELINE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Arizona 86-0795338
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
DECADE COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 84-1291420
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
<PAGE> 3
BENCH ADVERTISING COMPANY OF COLORADO, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 84-0862025
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
NEW YORK SUBWAYS ADVERTISING CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Arizona 86-0443845
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
OS BUS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 86-0878376
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
<PAGE> 4
OUTDOOR SYSTEMS (NEW YORK), INC.
(Exact Name of Registrant as Specified in Its Charter)
New York 11-1821182
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
NATIONAL ADVERTISING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2360530
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
ATLANTA BUS SHELTERS
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-1971773
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
<PAGE> 5
PACIFIC CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 86-0881130
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box /X/
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
<S> <C>
9-3/8% Senior Subordinated Notes due 2006 New York Stock Exchange
Guarantees of 9-3/8% Senior Subordinated New York Stock Exchange
Notes due 2006
8-7/8% Senior Subordinated Notes due 2007 New York Stock Exchange
Guarantees of 8-7/8% Senior Subordinated
Notes due 2007 New York Stock Exchange
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
<PAGE> 6
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant incorporates by reference herein the description of the
9-3/8% Senior Subordinated Notes due 2006 and the related Guarantees set forth
in the section captioned "Description of the Notes" in the Prospectus dated
October 9, 1996 which was electronically transmitted for filing with the
Securities and Exchange Commission (the "Commission") as part of Amendment No. 2
to the Registrant's Registration Statement on Form S-3 (No. 333-9713) filed with
the Commission on October 9, 1996.
The Registrant also incorporates by reference herein the description of
the 8-7/8% Senior Subordinated Notes due 2007 and the related Guarantees set
forth in the section captioned "Description of the Notes" in the Prospectus
dated July 24, 1997 which was electronically transmitted for filing with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the "Securities Act"), on July 29, 1997 and which forms a part of the
Registrant's Registration Statement on Form S-4 (No. 333-30957).
ITEM 2. EXHIBITS
I. The following exhibits are filed with the Commission and the New York
Stock Exchange, Inc.:
2.1 Form of the Registrant's 9-3/8% Senior Subordinated Notes due 2006.
(Included in the 1996 Indenture (as hereinafter defined) filed as
Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated
October 9, 1996 and incorporated herein by reference.)
2.2 Indenture, dated as of October 15, 1996, by and among the
Registrant, its United States subsidiaries and the Bank of New York,
as trustee, relating to the 9-3/8% Senior Subordinated Notes due
2006 (the "1996 Indenture"). (Filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated October 9, 1996 and
incorporated herein by reference.)
2.3 First Supplemental Indenture to the 1996 Indenture, dated as of June
23, 1997, by and among the Registrant, the Guarantors named therein,
the Additional Guarantors named therein and the Bank of New York, as
trustee, relating to the 9-3/8% Senior Subordinated Notes due 2006.
2.4 Second Supplemental Indenture to the 1996 Indenture, dated as of
September 30, 1997, by and among the Registrant, the Guarantors
named therein, the Additional Guarantors named therein and the Bank
of New York, as trustee, relating to the 9-3/8% Senior Subordinated
Notes due 2006.
2.5 Form of the Registrant's 8-7/8% Senior Subordinated Notes due 2007.
<PAGE> 7
2.6 Indenture, dated as of June 23, 1997, by and among the Registrant,
its United States subsidiaries and the Bank of New York, as trustee,
relating to the 8-7/8% Senior Subordinated Notes due 2007 (the "1997
Indenture"). (Filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-4 filed with the Commission on July 9, 1997 and
incorporated herein by reference.)
2.7 First Supplemental Indenture to the 1997 Indenture, dated as of
September 30, 1997, by and among the Registrant, the Guarantors
named therein, the Additional Guarantors named therein and the Bank
of New York, as trustee, relating to the 8-7/8% Senior Subordinated
Notes due 2007.
<PAGE> 8
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30th day of
September, 1997.
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 9
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30th day of
September, 1997.
OUTDOOR SYSTEMS PAINTING, INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 10
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30th day of
September, 1997.
OS ADVERTISING OF TEXAS PAINTING,
INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 11
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30th day of
September, 1997.
OS BASELINE, INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 12
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30th day of
September, 1997.
DECADE COMMUNICATIONS GROUP,
INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 13
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30th day of
September, 1997.
BENCH ADVERTISING COMPANY OF
COLORADO, INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 14
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30TH day of
September, 1997.
NEW YORK SUBWAYS ADVERTISING
CO., INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 15
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30TH day of
September, 1997.
OS BUS, INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 16
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30TH day of
September, 1997.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 17
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30TH day of
September, 1997.
NATIONAL ADVERTISING COMPANY
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 18
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30TH day of
September, 1997.
ATLANTA BUS SHELTERS, a Georgia
partnership
By: Outdoor Systems, Inc., its
general partner
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 19
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 30TH day of
September, 1997.
PACIFIC CONNECTION, INC.
By: /s/ William S. Levine
----------------------------
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 1
EXHIBIT 2.3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 1997 (the "First
Supplemental Indenture"), to the Indenture (as defined below), among OUTDOOR
SYSTEMS, INC., a Delaware corporation (the "Company"), the Guarantors (as
defined in the Indenture), each of the Subsidiaries of the Company listed on
Schedule A annexed hereto (collectively, the "Additional Guarantors") and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee (together with any
successor trustee appointed in accordance with the terms of the Indenture, the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued its 9-3/8% Senior Subordinated Notes due
2006 (the "Securities") in the aggregate principal amount of $250,000,000 under
and pursuant to the Indenture, dated as of October 15, 1996 (the "Indenture")
among the Company, the Guarantors listed therein and the Trustee; and
WHEREAS, each of the Additional Guarantors has become a Restricted
Subsidiary and pursuant to Section 4.21 of the Indenture is obligated to enter
into this First Supplemental Indenture, and thereby become a Guarantor (as
defined in the Indenture) as provided in Article X of the Indenture; and
WHEREAS, pursuant to Section 8.01(4) of the Indenture, the Company, the
Guarantors, the Additional Guarantors and the Trustee may enter into this First
Supplemental Indenture without the consent of any Holder; and
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this First Supplemental Indenture pursuant to the
Indenture and all other documents relating to the Securities have been obtained
and given;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. First Supplemental Indenture. This First Supplemental
Indenture is supplemental to, and is entered into in accordance with Section
8.01 of, the Indenture, and except as modified, amended and supplemented by this
First Supplemental Indenture, the provisions of the Indenture are in all
respects ratified and confirmed and shall remain in full force and effect.
Section 1.02. Definitions. Unless the context shall otherwise require, all
terms which are defined in Section 1.01 of the Indenture shall have the same
meanings, respectively, in this First Supplemental Indenture as such terms are
given in said Section 1.01 of the Indenture.
<PAGE> 2
ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 10.04 of the
Indenture, each of the Additional Guarantors (as defined in the Preamble of this
First Supplemental Indenture) hereby expressly assumes the obligations of, and
otherwise agrees to perform all of the duties of, a Guarantor under the
Indenture, subject to the terms and conditions thereof, as of the date set forth
opposite the name of such Additional Guarantor on Schedule A hereto.
ARTICLE III.
Section 3.01. Effective Date. This First Supplemental Indenture shall
become effective upon execution and delivery hereof.
Section 3.02. Counterparts. This First Supplemental Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 3.03. Acceptance. The Trustee accepts the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this First Supplemental Indenture or the due
execution by the Company, the Guarantors or the Additional Guarantors, or for or
in respect of the recitals contained herein, all of which are made by the
Company solely.
Section 3.04. Successors and Assigns. All covenants and agreements in this
First Supplemental Indenture by the Company, the Guarantors, the Additional
Guarantors or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.
Section 3.05. Severability. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.06. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York, without regard to conflicts of laws provisions thereof.
Section 3.07. Incorporation into Indenture. All provisions of this First
Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture; and the Indenture, as amended and supplemented by this First
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, all as of the date first above written.
OUTDOOR SYSTEMS, INC.
By: /s/ Arturo R. Moreno
-----------------------------------
Arturo R. Moreno
President/CEO
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary/CFO
GUARANTORS:
OUTDOOR SYSTEMS PAINTING, INC.
OS ADVERTISING OF TEXAS PAINTING, INC.
OS BASELINE, INC.
DECADE COMMUNICATIONS GROUP, INC.
BENCH ADVERTISING COMPANY OF
COLORADO, INC.
NEW YORK SUBWAYS ADVERTISING CO.,
INC.
By: /s/ Arturo R. Moreno
-----------------------------------
Arturo R. Moreno
President/CEO
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary/CFO
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
-3-
<PAGE> 4
ADDITIONAL GUARANTORS:
OS BUS, INC.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ Arturo R. Moreno
-----------------------------------
Arturo R. Moreno
President/CEO
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary/CFO
THE BANK OF NEW YORK, as Trustee
By: /s/ Sandra Carreker
-----------------------------------
Sandra Carreker
Agent
ATTEST:
- ------------------------------
Name:
Title:
-4-
<PAGE> 5
SCHEDULE A
ADDITIONAL GUARANTORS
Name Date
- ---- ----
OS Bus, Inc., a Georgia corporation June 19, 1997
Outdoor Systems (New York), Inc., a New York corporation June 19, 1997
-5-
<PAGE> 1
EXHIBIT 2.4
SECOND SUPPLEMENTAL INDENTURE TO THE 1996 INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 1997 (the "Second
Supplemental Indenture"), to the 1996 Indenture (as defined below), among
OUTDOOR SYSTEMS, INC., a Delaware corporation (the "Company"), the Guarantors
(as defined in the 1996 Indenture), each of the subsidiaries of the Company
listed on Schedule A annexed hereto (collectively, the "Additional Guarantors")
and THE BANK OF NEW YORK, a New York banking corporation, as trustee (together
with any successor trustee appointed in accordance with the terms of the 1996
Indenture, the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued its 9-3/8% Senior Subordinated Notes due
2006 (the "Securities") in the aggregate principal amount of $250,000,000 under
and pursuant to the Indenture, dated as of October 15, 1996 (the "1996
Indenture") among the Company, the Guarantors named therein and the Trustee, as
amended and supplemented by the First Supplemental Indenture, dated as of June
23, 1997 by and among the Company, the Guarantors as defined in the 1996
Indenture, the Additional Guarantors named therein and the Bank of New York, as
trustee; and
WHEREAS, each of the Additional Guarantors has become a Restricted
Subsidiary and pursuant to Section 4.21 of the 1996 Indenture is obligated to
enter into this Second Supplemental Indenture, and thereby become a Guarantor
(as defined in the 1996 Indenture) as provided in Article X of the 1996
Indenture; and
WHEREAS, pursuant to Section 8.01(4) of the 1996 Indenture, the Company,
the Guarantors, the Additional Guarantors and the Trustee may enter into this
Second Supplemental Indenture without the consent of any Holder; and
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this Second Supplemental Indenture pursuant to
the 1996 Indenture and all other documents relating to the Securities have been
obtained and given;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. Second Supplemental Indenture. This Second Supplemental
Indenture is supplemental to, and is entered into in accordance with Section
8.01 of, the 1996 Indenture, and except as modified, amended and supplemented by
this Second Supplemental Indenture, the provisions of the 1996 Indenture are in
all respects ratified and confirmed and shall remain in full force and effect.
Section 1.02. Definitions. Unless the context shall otherwise require, all
terms which are defined in Section 1.01 of the 1996 Indenture shall have the
same meanings, respectively, in this Second Supplemental Indenture as such terms
are given in said Section 1.01 of the 1996 Indenture.
<PAGE> 2
ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 10.04 of the 1996
Indenture, each of the Additional Guarantors (as defined in the Preamble of this
Second Supplemental Indenture) hereby expressly assumes the obligations of, and
otherwise agrees to perform all of the duties of, a Guarantor under the 1996
Indenture, subject to the terms and conditions thereof, as of the date set forth
opposite the name of such Additional Guarantor on Schedule A hereto.
ARTICLE III.
Section 3.01. Effective Date. This Second Supplemental Indenture shall
become effective upon execution and delivery hereof.
Section 3.02. Counterparts. This Second Supplemental Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 3.03. Acceptance. The Trustee accepts the 1996 Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Second Supplemental Indenture or the due
execution by the Company, the Guarantors or the Additional Guarantors, or for or
in respect of the recitals contained herein, all of which are made by the
Company solely.
Section 3.04. Successors and Assigns. All covenants and agreements in this
Second Supplemental Indenture by the Company, the Guarantors, the Additional
Guarantors or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.
Section 3.05. Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.06. Governing Law. This Second Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York, without regard to conflicts of laws provisions thereof.
Section 3.07. Incorporation into 1996 Indenture. All provisions of this
Second Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the 1996 Indenture; and the 1996 Indenture, as amended and supplemented
by this Second Supplemental Indenture, shall be read, taken and construed as one
and the same instrument.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed, all as of the date first above written.
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
-----------------------------------
Name: William S. Levine
Title: Chairman of the Board
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary
GUARANTORS:
OUTDOOR SYSTEMS PAINTING, INC.
OS ADVERTISING OF TEXAS PAINTING, INC.
OS BASELINE, INC.
DECADE COMMUNICATIONS GROUP, INC.
BENCH ADVERTISING COMPANY OF
COLORADO, INC.
NEW YORK SUBWAYS ADVERTISING CO.,
INC.
OS BUS, INC.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ William S. Levine
-----------------------------------
Name: William S. Levine
Title: Chairman of the Board
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
-3-
<PAGE> 4
ADDITIONAL GUARANTORS:
ATLANTA BUS SHELTERS
BY: OUTDOOR SYSTEMS, INC.,
GENERAL PARTNER
NATIONAL ADVERTISING COMPANY
PACIFIC CONNECTION, INC.
By: /s/ William S. Levine
-----------------------------------
Name: William S. Levine
Title: Chairman of the Board
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Sandra Carreker
-----------------------------------
Name: Sandra Carreker
Title: Agent
ATTEST:
/s/ Deborah T. Daly
- ------------------------------
Name: Deborah t. Daly
Title: Agent
-4-
<PAGE> 5
SCHEDULE A
ADDITIONAL GUARANTORS
Name Date
- ---- ----
Atlanta Bus, Shelters, a Georgia general partnership September 30, 1997
National Advertising Company, a Delaware corporation September 30, 1997
Pacific Connection, Inc., a Delaware corporation September 30, 1997
-5-
<PAGE> 1
EXHIBIT 2.5
THIS NOTE IS A BOOK-ENTRY NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS
HEREINAFTER DEFINED) OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
HEREIN AND IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER
OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
HEREIN AND IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO
OUTDOOR SYSTEMS, INC., AS ISSUER, OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
1
<PAGE> 2
CUSIP 690057 AE 4
No. R- $____________
OUTDOOR SYSTEMS, INC.
8 7/8% SENIOR SUBORDINATED NOTE DUE 2007
Outdoor Systems, Inc., a Delaware corporation (the "Company", which
term includes any successor corporation), for value received promises to pay to
CEDE & CO. or registered assigns the principal sum of ______________ Dollars, on
June 15, 2007.
Interest Payment Dates: June 15 and December 15, commencing
December 15, 1997
Record Dates: June 1 and December 1
Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.
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<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
-------------------------------------
By: /s/ Bill M. Beverage
-------------------------------------
[SEAL]
Certificate of Authentication:
This is one of the 8 7/8% Senior
Subordinated Notes due 2007 referred to in
the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK,
as Trustee
By: /s/ Tammy Stegall
----------------------------------
Authorized Signatory
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OUTDOOR SYSTEMS, INC.
8 7/8% SENIOR SUBORDINATED NOTE DUE 2007
1. BOOK ENTRY.
This Note is a book-entry Note registered in the name of a nominee of the
Depositary. This book-entry Note is exchangeable for Notes registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances hereinafter described. Unless and until it is exchanged in whole
or in part for definitive Notes in certificated form, this book-entry Note may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.
The Notes represented by this book-entry Note are exchangeable for
definitive Notes in certificated form of like tenor as such Notes in
denominations of $1,000 and integral multiples thereof only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this book-entry Note or the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and the
Company fails within 90 days thereafter to appoint a successor, (ii) the Company
executes and delivers to the Trustee a Company Order that such book-entry Note
shall be so transferable and exchangeable or (iii) there shall have occurred and
be continuing an Event of Default with respect to the Notes of such series. Any
Notes that are exchangeable pursuant to the preceding sentence are exchangeable
for certificated Notes issuable in authorized denominations and registered in
such names as the Depositary shall direct. Subject to the foregoing, this book
entry Note is not exchangeable, except for a book-entry Note or book-entry Notes
of the same principal amount to be registered in the name of the Depositary or
its nominee.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
2. INTEREST.
Outdoor Systems, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note semiannually on
June 15 and December 15 of each year (each an "Interest Payment Date"),
commencing on December 15, 1997 at the rate of 8 7/8% per annum. Interest will
be computed on the basis of a 360-day year of twelve 30-day months. Interest on
the Notes will accrue from the most recent date to which interest
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has been paid or, if no interest has been paid, from the date of the original
issuance of the Notes.
The Company shall pay interest on overdue principal, and on overdue
premium, if any, and overdue interest, to the extent lawful, at a rate equal to
the rate of interest otherwise payable on the Notes.
3. METHOD OF PAYMENT.
The Company will pay interest on this Note provided for in Paragraph
2 above (except defaulted interest) to the person who is the registered Holder
of this Note at the close of business on the June 1 or December 1 preceding the
Interest Payment Date. The Holder must surrender this Note to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts; provided, however, that the
Company may pay principal, premium, if any, and interest by check payable in
such money. It may mail an interest check to the Holder's registered address.
4. PAYING AGENT AND REGISTRAR.
Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to the Holders of the Notes. Neither
the Company nor any of its Subsidiaries or Affiliates may act as Paying Agent
but may act as registrar or co-registrar.
5. INDENTURE; RESTRICTIVE COVENANTS.
The Company issued this Note under an Indenture dated as of June 23,
1997 (the "Indenture") among the Company, the Guarantors and the Trustee. The
terms of this Note include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of the Indenture. This
Note is subject to all such terms, and the Holder of this Note is referred to
the Indenture and said Trust Indenture Act for a statement of them. All
capitalized terms in this Note, unless otherwise defined, have the meanings
assigned to them by the Indenture.
The Notes are general unsecured obligations of the Company limited
to $500,000,000 aggregate principal amount. The Indenture imposes certain
restrictions on, among other things, the incurrence of indebtedness, the
incurrence of liens and the issuance of capital stock by the Company and its
subsidiaries, mergers and sale of assets, the payments of dividends on, or the
repurchase of, capital stock of the Company, certain other restricted payments
by the Company and its subsidiaries, the creation of subsidiaries, certain
transactions with, and investments in, its affiliates.
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6. SUBORDINATION.
The Indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior
Indebtedness as defined in the Indenture, and this Note is issued subject to
such provisions. Each Holder of this Note, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee,
on behalf of such Holder, to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose.
7. OPTIONAL REDEMPTION.
The Notes will be redeemable at the option of the Company, in whole
or in part, at any time on or after June 15, 2002 at the following redemption
prices (expressed as a percentage of principal amount), together, in each case,
with accrued and unpaid interest to the redemption date, if redeemed during the
twelve-month period beginning on June 15, of each year listed below:
<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2002...................................... 104.438%
2003...................................... 102.958%
2004...................................... 101.497%
2005 and thereafter....................... 100.000%
</TABLE>
Notwithstanding the foregoing, the Company may redeem in the
aggregate up to 35% of the original principal amount of the Notes at any time
and from time to time prior to June 15, 2000 at a redemption price equal to
108.875% of the aggregate principal amount so redeemed, plus accrued interest to
the redemption date out of the Net Proceeds of one or more Public Equity
Offerings; provided, that at least $325.0 million of the principal amount of the
Notes originally issued remain outstanding immediately after the occurrence of
any such redemption and that any such redemption occurs within 60 days following
the closing of any such Public Equity Offering.
8. NOTICE OF REDEMPTION.
Notice of redemption will be mailed via first-class mail at least 30
days but not more than 60 days prior to the redemption date to each Holder of
Notes to be redeemed at its registered address as it shall appear on the
register of the Notes maintained by the Registrar. On and after any Redemption
Date, interest will cease to accrue on the Notes or portions thereof called for
redemption unless the Company shall fail to redeem any such Note.
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9. OFFERS TO PURCHASE.
The Indenture requires that certain proceeds from Asset Sales be
used, subject to further limitations contained therein, to make an offer to
purchase certain amounts of Notes in accordance with the procedures set forth in
the Indenture. The Company is also required to make an offer to purchase Notes
upon occurrence of a Change of Control in accordance with procedures set forth
in the Indenture.
10. DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples thereof. A Holder may register the transfer or
exchange of Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Note
selected for redemption or register the transfer of or exchange any Note for a
period of 15 days before a selection of Notes to be redeemed or any Note after
it is called for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.
11. PERSONS DEEMED OWNERS.
The registered Holder of this Note may be treated as the owner of it
for all purposes.
12. UNCLAIMED MONEY.
If money for the payment of principal, premium or interest on any
Note remains unclaimed for two years, the Trustee or Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to money
must look to the Company for payment as general creditors unless an "abandoned
property" law designates another person.
13. AMENDMENT, SUPPLEMENT AND WAIVER.
Subject to certain exceptions, the Indenture or the Notes may be
modified, amended or supplemented by the Company, the Guarantors and the Trustee
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding and any existing default or compliance with any
provision may be waived in a particular instance with the consent of the Holders
of a majority in principal amount of the Notes then outstanding. Without the
consent of Holders, the Company, the Guarantors and the Trustee may amend the
Indenture or the Notes or supplement the Indenture for certain specified
purposes including providing for uncertificated Notes in addition to
certificated Notes, and curing any ambiguity, defect or inconsistency, or making
any other change that does not materially and adversely affect the rights of any
Holder.
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14. SUCCESSOR ENTITY.
When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture and immediately before and
thereafter no Default exists and certain other conditions are satisfied, the
predecessor corporation will be released from those obligations.
15. DEFAULTS AND REMEDIES.
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Notes then outstanding
may declare all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes
notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
their interest.
16. TRUSTEE DEALINGS WITH THE COMPANY.
The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company, any Guarantor or their Affiliates, and may otherwise deal with the
Company, any Guarantor or their Affiliates, as if it were not Trustee.
17. NO RECOURSE AGAINST OTHERS.
As more fully described in the Indenture, a director, officer,
employee or stockholder, as such, of the Company or any Guarantor shall not have
any liability for any obligations of the Company or any Guarantor under the
Notes or the Indenture or for any claim based on, in respect or by reason of,
such obligations or their creation. The Holder of this Note by accepting this
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of this Note.
18. DEFEASANCE AND COVENANT DEFEASANCE.
The Indenture contains provisions for defeasance of the entire
indebtedness on this Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.
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19. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder of a
Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors
Act).
20. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures, the Company has caused CUSIP Numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.
21. GOVERNING LAW.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS NOTE.
THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE
TO: OUTDOOR SYSTEMS, INC., 2502 N. BLACK CANYON HIGHWAY, PHOENIX, ARIZONA
85009, Attention: Chief Financial Officer.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
- ----------------------------------------------------------------
(Insert social security or other identifying number of assignee)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)
the within book-entry Note, and all rights thereunder, hereby irrevocably
constituting and appointing
- --------------------------------------------------------------------------------
attorney to transfer such security on the books of the Company, with full power
of substitution in the premises.
Dated: _______________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within book-entry Note in every particular without
alteration or enlargement or any change whatsoever.
<PAGE> 11
GUARANTEE
Each Guarantor (the "Guarantor", which term includes any successor
Person under the Indenture) has unconditionally guaranteed, on a senior
subordinated basis, jointly and severally, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of and interest on the Notes, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal, and, to the extent permitted by law, interest, and the due
and punctual performance of all other Obligations of the Company to the
Noteholders or the Trustee all in accordance with the terms set forth in Article
10 of the Indenture, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of each Guarantor to the Noteholders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee.
<PAGE> 12
This Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.
Guarantors:
OUTDOOR SYSTEMS PAINTING, INC.
OS ADVERTISING OF TEXAS PAINTING,
INC.
OS BASELINE, INC.
DECADE COMMUNICATIONS GROUP, INC.
BENCH ADVERTISING COMPANY OF
COLORADO, INC.
NEW YORK SUBWAYS ADVERTISING CO.,
INC.
OS BUS, INC.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ William S. Levine
_______________________________________
Name: William S. Levine
Title: Chairman of the Board
<PAGE> 13
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.24 of the Indenture, check
the appropriate box:
[ ] Section 4.15 [ ] Section 4.24
If you want to have only part of the Note purchased by the Company
pursuant to Section 4.15 or Section 4.24 of the Indenture, state the amount you
elect to have purchased:
$_________________
Date: ____________
Your Signature: ______________________________________________
(Sign exactly as your name appears on the face
of this Note)
______________________________
Signature Guaranteed
<PAGE> 1
EXHIBIT 2.7
FIRST SUPPLEMENTAL INDENTURE TO 1997 INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 1997 (the "First
Supplemental Indenture"), to the 1997 Indenture (as defined below), among
OUTDOOR SYSTEMS, INC., a Delaware corporation (the "Company"), the Guarantors
(as defined in the 1997 Indenture), each of the subsidiaries of the Company
listed on Schedule A annexed hereto (collectively, the "Additional Guarantors")
and THE BANK OF NEW YORK, a New York banking corporation, as trustee (together
with any successor trustee appointed in accordance with the terms of the 1997
Indenture, the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued its 8-7/8% Senior Subordinated Notes due
2007 (the "Securities") in the aggregate principal amount of $500,000,000 under
and pursuant to the Indenture, dated as of June 23, 1997 (the "1997 Indenture")
among the Company, the Guarantors named therein and the Trustee; and
WHEREAS, each of the Additional Guarantors has become a Restricted
Subsidiary and pursuant to Section 4.21 of the 1997 Indenture is obligated to
enter into this First Supplemental Indenture, and thereby become a Guarantor (as
defined in the 1997 Indenture) as provided in Article X of the 1997 Indenture;
and
WHEREAS, pursuant to Section 8.01(4) of the 1997 Indenture, the Company,
the Guarantors, the Additional Guarantors and the Trustee may enter into this
First Supplemental Indenture without the consent of any Holder; and
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this First Supplemental Indenture pursuant to the
1997 Indenture and all other documents relating to the Securities have been
obtained and given;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. First Supplemental Indenture. This First Supplemental
Indenture is supplemental to, and is entered into in accordance with Section
8.01 of, the 1997 Indenture, and except as modified, amended and supplemented by
this First Supplemental Indenture, the provisions of the 1997 Indenture are in
all respects ratified and confirmed and shall remain in full force and effect.
Section 1.02. Definitions. Unless the context shall otherwise require, all
terms which are defined in Section 1.01 of the 1997 Indenture shall have the
same meanings, respectively, in this First Supplemental Indenture as such terms
are given in said Section 1.01 of the 1997 Indenture.
<PAGE> 2
ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 10.04 of the 1997
Indenture, each of the Additional Guarantors (as defined in the Preamble of this
First Supplemental Indenture) hereby expressly assumes the obligations of, and
otherwise agrees to perform all of the duties of, a Guarantor under the 1997
Indenture, subject to the terms and conditions thereof, as of the date set forth
opposite the name of such Additional Guarantor on Schedule A hereto.
ARTICLE III.
Section 3.01. Effective Date. This First Supplemental Indenture shall
become effective upon execution and delivery hereof.
Section 3.02. Counterparts. This First Supplemental Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 3.03. Acceptance. The Trustee accepts the 1997 Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this First Supplemental Indenture or the due
execution by the Company, the Guarantors or the Additional Guarantors, or for or
in respect of the recitals contained herein, all of which are made by the
Company solely.
Section 3.04. Successors and Assigns. All covenants and agreements in this
First Supplemental Indenture by the Company, the Guarantors, the Additional
Guarantors or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.
Section 3.05. Severability. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.06. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York, without regard to conflicts of laws provisions thereof.
Section 3.07. Incorporation into 1997 Indenture. All provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the 1997 Indenture; and the 1997 Indenture, as amended and supplemented
by this First Supplemental Indenture, shall be read, taken and construed as one
and the same instrument.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, all as of the date first above written.
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
-----------------------------------
Name: William S. Levine
Title: Chairman of the Board
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary
GUARANTORS:
OUTDOOR SYSTEMS PAINTING, INC.
OS ADVERTISING OF TEXAS PAINTING, INC.
OS BASELINE, INC.
DECADE COMMUNICATIONS GROUP, INC.
BENCH ADVERTISING COMPANY OF
COLORADO, INC.
NEW YORK SUBWAYS ADVERTISING CO.,
INC.
OS BUS, INC.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ William S. Levine
-----------------------------------
Name: William S. Levine
Title: Chairman of the Board
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
-3-
<PAGE> 4
ADDITIONAL GUARANTORS:
ATLANTA BUS SHELTERS
BY: OUTDOOR SYSTEMS, INC.,
GENERAL PARTNER
NATIONAL ADVERTISING COMPANY
PACIFIC CONNECTION, INC.
By: /s/ William S. Levine
-----------------------------------
Name: William S. Levine
Title: Chairman of the Board
ATTEST:
/s/ Bill M. Beverage
- ------------------------------
Bill M. Beverage
Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Sandra Carreker
-----------------------------------
Name: Sandra Carreker
Title: Agent
ATTEST:
/s/ Deborah T. Daly
- ------------------------------
Name: Deborah T. Daly
Title: Agent
-4-
<PAGE> 5
SCHEDULE A
ADDITIONAL GUARANTORS
Name Date
- ---- ----
Atlanta Bus, Shelters, a Georgia general partnership September 30, 1997
National Advertising Company, a Delaware corporation September 30, 1997
Pacific Connection, Inc., a Delaware corporation September 30, 1997
-5-
