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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JULY 16, 1998 (JULY 1, 1998)
OUTDOOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-28256 86-0736400
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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2502 NORTH BLACK CANYON HIGHWAY, PHOENIX, ARIZONA 85009
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 246-9569
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Pursuant to the Asset Purchase and Assignment Agreement, dated
June 4, 1998, between the Registrant, Vendor, S.A. de C.V. ("Vendor") and the
several other parties thereto, on July 1, 1998 the Registrant completed the
acquisition (the "Vendor Acquisition") of substantially all of the assets of
Vendor, the outdoor advertising subsidiary of Televisa, S.A. de C.V., the
leading diversified media company in Mexico, for a purchase price of
approximately US$216,000,000.
In addition, pursuant to the Asset Purchase and Assignment
Agreement, dated June 4, 1998, between the Registrant, Multimedios Estrellas de
Oro, S.A. de C.V., MM Billboard, S.A. de C.V. ("MM Billboard") and the several
other parties thereto, on July 1, 1998 the Registrant completed the acquisition
(the "MM Billboard Acquisition") of substantially all of the outdoor advertising
assets of MM Billboard, an outdoor advertising company in northern Mexico, for a
purchase price of approximately US$21,875,000.
The assets acquired by the Registrant upon the completion of the
Vendor Acquisition and the MM Billboard Acquisition consisted of approximately
6,600 advertising displays in more than 20 of Mexico's largest metropolitan
markets, including Mexico City, Monterrey and Guadalajara.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required financial information will be filed by amendment to
this report as soon as practicable but in no event later than
September 14, 1998.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by
amendment to this report as soon as practicable but in no event
later than September 14, 1998.
(c) Exhibits.
99.1 Asset Purchase and Assignment Agreement, dated June
4, 1998, among Vendor S.A. de C.V., Outdoor Systems
Mexico, S.A. de C.V., Outdoor Systems, Inc.,
Promoindustrias Metropolitanas, S.A. de C.V.,
Televisa, S.A. de C.V. and Francisco A. Gonzales
Sanchez.
99.2 Stock Purchase Agreement, dated July 1, 1998, between
Vendor S.A. de C.V. and Outdoor Systems Mexico, S.A.
de C.V.
99.3 Asset Purchase and Assignment Agreement, dated June
4, 1998, among Multimedios Estrellas de Oro, S.A. de
C.V., MM Billboard, S.A. de C.V., Outdoor Systems
Mexico, S.A. de C.V., Outdoor Systems, Inc. and
Francisco A. Gonzales Sanchez.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: July 16, 1998
OUTDOOR SYSTEMS, INC.
By: /s/ BILL M. BEVERAGE
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Bill M. Beverage
Chief Financial Officer,
Treasurer and Secretary
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EXHIBIT INDEX
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NO. DESCRIPTION
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99.1 Asset Purchase and Assignment Agreement, dated June 4, 1998,
among Vendor S.A. de C.V., Outdoor Systems Mexico, S.A. de
C.V., Outdoor Systems, Inc., Promoindustrias Metropolitanas,
S.A. de C.V., Televisa, S.A. de C.V. and Francisco A. Gonzales
Sanchez.
99.2 Stock Purchase Agreement, dated July 1, 1998, between Vendor
S.A. de C.V. and Outdoor Systems Mexico, S.A. de C.V.
99.3 Asset Purchase and Assignment Agreement, dated June 4, 1998,
among Multimedios Estrellas de Oro, S.A. de C.V., MM
Billboard, S.A. de C.V., Outdoor Systems Mexico, S.A. de C.V.,
Outdoor Systems, Inc. and Francisco A. Gonzales Sanchez.
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EXHIBIT 99.1
ASSET PURCHASE AND ASSIGNMENT AGREEMENT
Asset Purchase and Assignment Agreement entered into among:
Vendor S.A. de C.V. (hereinafter referred to as "SELLER"), as seller,
represented by Messrs. Francisco A. Gonzalez Sanchez and Gerardo Candano Conesa;
Outdoor Systems Mexico, S.A. de C.V. (hereinafter referred to as "BUYER"), as
buyer, represented by its attorney in fact Mr. Jorge Cervantes Trejo;
Outdoor Systems, Inc. (hereinafter referred to as "OUTDOOR"), as Buyer's joint
obligor, represented by its Chief Executive Officer Mr. Arturo Moreno;
Promoindustrias Metropolitanas, S.A. de C.V. (hereinafter referred to as
"PROMOINDUSTRIAS"), represented by Mr. Gonzalo Quiroz Carreon, for the purposes
set forth in Clause Fifteenth of this Agreement;
Televisa, S.A. de C.V. (hereinafter referred to as "TELEVISA"), represented by
Mr. Xavier Von Bertrab Mestre, for the purposes set forth in Clause Fifteenth of
this Agreement; and
Mr. Francisco A. Gonzalez Sanchez, on his own behalf, for the purposes set forth
in Clause Fifteenth of this Agreement,
pursuant to the following Declarations and Clauses:
DECLARATIONS
I. Seller declares through its representatives that:
a. It was originally incorporated under the corporate name of
Pinturas y Decoraciones, S.A. pursuant to the laws of the United Mexican States
(hereinafter referred to as "MEXICO"), as evidenced in public instrument number
10,737, dated October 27, 1937, granted before Mr. Rogelio R. Pacheco, then
Notary Public number 18 of the Federal District, which first notarial copy was
recorded in the Public Registry of Commerce of said city, under number 476, page
207, volume 102 of the Third Book, on November 19, 1937.
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b. It is the legitimate and sole owner of the movable goods
listed in the document attached to this agreement as EXHIBIT "I.B." (hereinafter
referred to as the "MOVABLE GOODS").
c. It is the legitimate and sole owner of the real estate
listed in the document attached to this agreement as EXHIBIT "I.C." (hereinafter
referred to as the "REAL ESTATE"), except for the property located in Reynosa,
Tamaulipas, as to Seller only has a private purchase agreement that has not been
executed before a notary public.
d. The Movable Goods, the Real Estate and in general all
groups of assets owned by Seller including club memberships, office furniture,
computers, stationary and other assets that Seller uses and are necessary for
the development of its business in the same manner that it has been performing
it as of the date of execution of this Agreement, except for the items described
as "current assets" in Seller's financial statements as of December 31, 1997
(hereinafter the Movable Goods, the Real Estate and said assets, collectively
referred to as the "ASSETS"), are free of all kinds of liens, pledges, mortgages
or encumbrances, therefore, same are not guaranteeing the payment of any kind of
mercantile, civil, labor or tax obligations, except as described in the document
attached to this Agreement as EXHIBIT "I.T".
e. Seller has no knowledge of any kind of litigation, lawsuit,
claim, procedure, action, dispute or investigation in process or to be filed in
connection with the Assets, except as described in the document attached to this
Agreement as EXHIBIT "I.E.", except for minor claims of clients in the ordinary
course of business.
f. Seller has timely paid all kinds of taxes, rights and
contributions in connection with the Assets, except for certain rights and
contributions in connection with permits, authorizations and licenses needed for
the installation, operation and exploitation of structures destined for outdoor
advertisement.
g. The Movable Goods consisting of structures and related
materials forming billboards for outdoor advertisement (hereinafter referred to
as "STRUCTURES") are located on real estate which is either owned or leased by
Seller.
h. The Assets are insured pursuant to the insurance policies
in force held by Televisa or Seller, which are listed in the document attached
to this Agreement as EXHIBIT "I.H." (hereinafter referred to as the "INSURANCE
POLICIES").
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i. It is the holder of each and every one of the rights set
forth in the Outdoor Advertisement Agreements (hereinafter referred to as the
"PUBLICITY AGREEMENTS") entered into with Televisa and other third parties,
which are listed in the document attached to this Agreement as EXHIBIT "I.I.".
j. Televisa has granted its consent for Seller to assign to
Buyer its rights and obligations under the Publicity Agreements entered into
with Televisa, pursuant to the document issued by Televisa attached herein as
EXHIBIT "I.J.".
k. It is the holder of each and all rights under the Lease
Agreements that it has entered into as lessee in connection with real estate for
offices, paint workshops, warehouses and commercial establishments, which are
listed in the document attached to this Agreement as EXHIBIT "I.K.(A)"
(hereinafter referred to as the "OFFICE LEASE AGREEMENTS") as well as under the
lease agreements entered into by it as lessee in connection with locations for
the installation and exploitation of the Structures, which are listed in the
document attached to this Agreement as EXHIBIT "I.K.(B)" (hereinafter referred
to as the "STRUCTURE LEASE AGREEMENTS").
l. The Publicity Agreements, the Office Lease Agreements, the
Structure Lease Agreements and the Pegaso Agreement (as defined herein below)
are in full force and are binding pursuant to applicable laws, and Seller has no
knowledge of any default by any of the parties thereto or any other event that
may cause early termination of such Publicity Agreements, Office Lease
Agreements, Structure Lease Agreements or the Pegaso Agreement, except as
described in EXHIBIT "I.E.".
m. The standard forms of Structure Lease Agreements usually
used by Seller, provide that Seller's rights and obligations as lessee may be
assigned without the need of lessors' consent.
n. It has entered into with Servicios Administrativos Pegaso,
S.C., the agreement attached to this Agreement as EXHIBIT "I.N.(A)"
(hereinafter referred to as the "PEGASO AGREEMENT"), which together with the
agreements listed in the document attached to this Agreement as EXHIBIT
"I.N.(B)" are the only agreements entered into between Seller and its
shareholders or subsidiaries or any other individual or entity related to
Seller.
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o. It is the owner of the trademarks "VENDOR", "TRIPLEX",
"STAR LIGHT" and "STARBURST", as well as of a trademark consisting of a logo
used by Seller, which registrations before the Mexican Institute of Industrial
Property (Instituto Mexicano de la Propiedad Industrial) are in full force
(hereinafter referred to as the "TRADEMARKS"), as well as of the copyright of
the software (hereinafter referred to as the "SOFTWARE") which, along with the
Trademarks, are listed in the document attached to this Agreement as EXHIBIT
"I.O.".
p. The legal provisions in connection with the installation,
operation and maintenance of outdoor advertisements are local and are enforced
by local, municipal or state authorities in which said advertisements are
located, and said provisions are constantly amended; therefore, no guarantee is
granted by Seller in connection with the duration of the legal provisions in
force or as regards the future establishment of new regulations in any of the
locations in which the Structures are located, containing more strict or
expensive regulations in connection with same.
q. Because of the number of locations in which the Structures
are located, Seller does not grant any guarantee in connection with the
existence and effectiveness as of the date of execution of this Agreement, of
any permits, licenses and authorizations which are required for the installation
and operation of certain Structures.
r. The document attached to this Agreement as EXHIBIT
"I.R.(A)" contains a list of the Structures used by Seller for its business, as
inventoried on May 27, 1998; the document attached as EXHIBIT "I.R.(B)" lists
the Structures leased by Seller, and the document attached as EXHIBIT "I.R.(C)"
contains a list of such Structures that have the permits, licenses and
authorizations needed for their installation and operation, notwithstanding the
provisions of Declaration I.Q. herein. To the best of its knowledge, Seller has
not received any written notice that any governmental authority intends to
cancel or modify any of such permits, licenses and authorizations.
s. Seller wishes to assign to Buyer, by means of this
Agreement and as long as same may be assigned pursuant to legal and
administrative provisions in force, the rights set forth in the permits,
licenses and authorizations described in EXHIBIT "I.R.(C)", provided that Seller
does not grant any guarantee in connection with the validity of such permits,
licenses or authorizations and their assignability, as well as regarding the
possibility that such permits, licenses and
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authorizations will be in force or extinguished at the time of their assignment.
t. Pursuant to the terms of the Structure Lease Agreements
listed in the document attached to this Agreement as EXHIBIT "I.T", the
Structures that are the subject matter of said Structure Lease Agreements will
be transferred to the corresponding lessors upon termination of said agreements.
u. Seller will enter into a stock purchase agreement with
Buyer regarding the 49,997 shares representing the capital stock of Seller's
subsidiary Servicios Administrativos America, S.A. de C.V. (hereinafter referred
to as "STOCK PURCHASE AGREEMENT") the validity of which will be subject to the
condition precedent that the purchase and assignment provided for in this
Agreement become fully valid and enforceable.
v. Its in its best interest and it wishes and is willing to
sell to Buyer the Assets "as is", and to assign (i) the rights and obligations
arising from the Publicity Agreements (including the rights and obligations of
the publicity acquired in advanced by Televisa, which cover various periods,
including after December 31, 1998), the Office Lease Agreements, the Structure
Lease Agreements, the Pegaso Agreement and, in general, of all the agreements
which Seller has entered into and that are related to the development of its
business in the way same has been performed as of the date of this Agreement,
except for the agreements described in items 2, 3 and 4 of EXHIBIT "I.N.(B).",
(ii) the rights to use the Trademarks and the Software, (iii) the rights and
obligations deriving from the Insurance Polices issued to Seller, and (iv) the
rights and obligations of the permits, licenses and authorizations that may be
legally assigned, precisely in the terms and under the conditions set forth in
Declaration I.Q. and I.S. herein, and in general in this Agreement (the rights
described in items (i), (ii), (iii) and (iv) will be collectively referred to as
the "RIGHTS", and the obligations described in items (i), (iii) and (iv) will be
collectively referred to as the "OBLIGATIONS").
w. The income and cash flows related to the Assets and Rights
as recorded in Seller's financial statements, include publicity and promotional
sales performed by Televisa's and its subsidiaries' sales group under the
"French Plan" of said Group, which include certain premiums for the amounts sold
by Seller in television advertisement time; thus, Seller grants no guarantee in
connection with Buyer obtaining in the near future equal or higher levels of
sales associated with said Assets and Rights than the levels described in such
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financial statements, once that Buyer does not perform its sales under Grupo
Televisa's and its subsidiaries' publicity services sales plans, nor grants any
guarantee that Seller's or Grupo Televisa's and its subsidiaries' clients shall
continue to enter into agreements or purchase services from Buyer once this
Agreement becomes fully enforceable.
x. Its representatives have sufficient authority to bind it
pursuant to this Agreement as evidenced in public instrument number 50,406,
dated June 2 1998, granted before Mr. Rafael M. Oliveros Lara, Notary Public
number 45 of the Federal District, which authority has not been revoked, limited
or modified in any manner whatsoever.
y. The entering into this Agreement does not constitute any
violation of Seller's charter and by-laws, nor any other agreement or obligation
assumed by Seller, and that the entering into of this Agreement and the sale of
the Assets will not cause the breach or early termination of any obligation of
Seller, or give right to any third parties to claim a breach or early
termination of said agreements and obligations, notwithstanding the provisions
set forth in Declarations I.Q. and I.S. herein.
z. It has obtained the corporate authorizations needed to
enter into this Agreement, which authorizations have not been revoked nor
restricted in any manner whatsoever.
II. Buyer declares through its representative that:
a. It is a corporation duly incorporated pursuant to the laws
of the Mexico, as evidenced in public instrument number 48,476, dated May 28,
1998, granted before Mr. F. Javier Gutierrez Silva, Notary Public number 147 of
the Federal District, which first notarial copy is pending registration in the
Public Registry of Commerce of said city by reasons of its recent incorporation.
b. It is a subsidiary of Outdoor Systems, Inc., whose main
corporate purpose is the installation, operation and exploitation of outdoor
advertisement in private properties, thus, it is an expert in such industry.
c. It has obtained the corporate authorizations needed to
enter into this Agreement, which authorization have not been revoked nor
restricted in any manner whatsoever.
d. It acknowledges the provisions, conditions and terms of
duration of the Publicity Agreements, the Office Lease Agreements and the
Structure Lease Agreements.
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e. It acknowledges and agrees with Seller's Declarations I.P.,
I.Q., I.S. and I.W. herein.
f. It agrees that pursuant to the standard forms of the
Structure Lease Agreements, lessors' consent for the assignment by Seller of the
rights and obligations provided therein is not necessary.
g. It is in its best interest and it wishes and is willing to
purchase from Seller the Assets and become the assignee of the Rights and
Obligations, pursuant to the terms and conditions described herein.
h. Its representative has sufficient authority to bind it
pursuant to this Agreement as evidenced in the public instrument referred to in
Buyer's Declaration II.A., which authority has not been revoked or limited in
any manner whatsoever.
III. Outdoor declares through its representative that:
a. It is a corporation duly incorporated pursuant to the laws
of the State of Delaware, United States of America.
b. Its main corporate purpose is the installation, operation
and exploitation of outdoor advertisement, located in private properties, thus,
it is an expert in such industry.
c. It has the corporate authorizations needed to enter into
this Agreement, which authorization have not been revoked nor restricted in any
manner whatsoever.
d. The entering into this Agreement does not constitute any
violation of Outdoor's charter and by-laws nor any other agreement or
obligations assumed by Outdoor and its subsidiaries, and that the entering into
of this Agreement and the purchase of the Assets by Buyer will not cause the
breach or early termination of any obligation of Outdoor or its subsidiaries, or
give right to any third parties to claim a breach or early termination of said
agreements and obligations.
e. It acknowledges and agrees with Seller's Declarations I.P.,
I.Q., I.S. and I.W. herein.
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f. Its representative has sufficient authority to bind it
pursuant to this Agreement which authority has not been revoked or limited in
any manner whatsoever.
In view of the foregoing Declarations, the parties agree on
the following:
CLAUSES
FIRST. PURCHASE AND SALE OF ASSETS. Subject to the terms and
conditions described herein, Seller sells the Assets to Buyer, and Buyer
purchases the Assets, on the understanding that the Assets are transferred to
Buyer with everything that by fact and by right corresponds, free of all kinds
of liens and encumbrances, except as described in EXHIBIT "I.T.".
Inasmuch as the Assets constitute part of an ongoing business,
the parties agree that the amount and quality of the Assets may differ as of the
date hereof to the Payment Date (as defined herein below), and that such
differences will not affect the covenants described in this Agreement nor the
price agreed to in Clause Fifth herein, provided said differences occur as a
result of Seller carrying out its business in the ordinary form pursuant to past
practices and notwithstanding the provision set forth in Clause Fourth,
paragraph 3. hereof.
SECOND. ASSIGNMENT OF RIGHTS AND OBLIGATIONS. Subject to the
terms and conditions described herein, Seller assigns to Buyer each and every
one of the Rights and Obligations; Buyer accepts the assignment on the
understanding that (i) such Rights are assigned by Seller free of all kinds of
liens and encumbrances, except as described in Seller's Declaration I.T., and
(ii) Buyer assumes only the Obligations arising out of or to be performed from
and after the Payment Date (as defined herein below).
THIRD. FORMALIZATION OF THE REAL ESTATE PURCHASE. In
connection with the purchase of Real Estate described herein, same shall be
formalized by means of a notarial instrument within a term of 120 (one hundred
and twenty) days counted as from the Closing Date (as defined herein below),
except for the real property located in Reynosa, Tamaulipas, which transfer
shall occur before a notary public pursuant to the provisions of paragraph (E)
of Clause Eighteenth hereof. Buyer shall bear the notarial and registration fees
and expenses incurred in connection with the execution of such notarial
instruments.
The notarial instruments formalizing the purchase of the Real
Estate will be executed before Notary Public number
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147 of the Federal District, Mr. F. Javier Gutierrez Silva, or any other notary
public appointed by Buyer. Seller agrees to obtain and deliver to Buyer and said
Notary Public, within the next 90 (ninety) calendar days following the date of
execution of this Agreement, the documents required for the execution of said
notarial instruments regarding each of the Real Estate.
If the execution of any of the notarial instruments is not
performed within the term of 120 (one hundred and twenty) days set forth herein
above, due to causes attributable to Seller or Buyer, the corresponding party
must pay the other a contractual penalty for an amount equal to 10% (ten
percent) of the bank appraisal of the Real Estate which sale has not been
executed by means of a notarial instrument; on the understanding that Buyer
shall have the right seek specific performance and enforce the execution of such
notarial instrument pursuant to the provisions of article 1846 of the Civil Code
for the Federal District.
FOURTH. CONDITIONS PRECEDENT. The parties agree that the
validity and enforceability of the obligations described herein is subject to
the following conditions precedent:
1. The obtaining of a resolution by the Federal Competition
Commission in which said authority approves and agrees not to condition the
transactions described herein. For said purpose, the parties agree to notify
this transaction to such Commission within the next 2 (two) working days
following the date of execution of this Agreement, and not to file any other
unrelated notification until such resolution is issued.
2. That on the date in which the resolution of the Federal
Competition Commission referred to in paragraph 1. herein above is obtained, the
Asset Purchase and Assignment Agreement entered among Buyer and MM Billboard,
S.A. de C.V. and Multimedios Estrella de Oro, S.A. de C.V. becomes fully valid
and enforceable.
3. That on the date the conditions precedent described in
paragraphs 1. and 2. herein above are met, no act has occurred that has reduced
the number of Structures by more than 10% (ten percent) or that may reduce the
value in said percentage of the Assets or the Rights as allocated in EXHIBIT
"5".
The parties also agree that if by August 31, 1998 the
conditions precedent set forth above have not been met
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this Agreement will be extinguished with no liability for any of them.
The date in which the conditions precedent are met will be
hereinafter referred to as the "CLOSING DATE".
FIFTH. PRICE. Subject to the price adjustments, if any,
performed as set forth in Clause Seventh herein, the total price in which Seller
sells and Buyer purchases the Assets and Seller assigns and Buyer becomes the
assignee of the Rights and Obligations, is the amount of US$216,000,000 (Two
Hundred and Sixteen Million Dollars 00/100 Currency of the U.S.A.) (hereinafter
referred to as the "PRICE"), plus the corresponding value added tax.
Seller and Buyer will agree before the Payment Date, on a
document containing the Price allocation of the Assets and Rights, which must
reflect at least the book value of the Movable Goods and the appraisal value for
the Real Estate, which document will be attached to this Agreement as EXHIBIT
"5".
SIXTH. FORM OF PAYMENT. The Price will be paid by Buyer to
Seller within the next 5 (five) banking days in the City of New York following
the Closing Date, in dollars, currency of the United Sates of America, in one
installment, by means of a wire transfer for the total amount, in immediately
available funds to Seller's account previously notified to Buyer in the city of
New York, U.S.A.; in the understanding that such part of the Price corresponding
to each Real Estate property pursuant to EXHIBIT "5", will be paid as set forth
herein above and on the date in which such Real Estate purchase is formalized by
means of a notarial instrument.
SEVENTH. PRICE ADJUSTMENT. Seller and Buyer agree that on the
date Seller receives the payment of the Price (hereinafter referred to as the
"PAYMENT DATE") or, for the purposes set forth in paragraph 2.b herein, within
the 60 (sixty) calendar days following the Payment Date, the Price will be
adjusted, as follows:
1. The Price will be increased in an amount equal to any
advanced payments made by Seller covering periods after the Payment Date
regarding (i) rents, guarantees and bonds paid by Seller in connection with such
Offices Lease Agreements and Structure Lease Agreements in force or which may be
entered into after the date of execution of this Agreement in the ordinary
course of business, as long as said advance payments cover periods after the
Payment Date not
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exceeding 12 (twelve) months counted as from the Payment Date; (ii) payments to
suppliers; and (iii) premiums in connection with the Insurance Policies.
2. The Price will be reduced in the following amounts:
a) the amounts received by Seller before the Payment Date in
connection with any agreement regarding the installation, operation and
exploitation of outdoor advertisement under which Seller receives payments,
including the Pegaso Agreement and the Publicity Agreements in force or which
may be entered into after the execution hereof, as long as said amounts
constitute advance payments for periods after the Payment Date;
b) the amounts payable for electricity, telephone and
applicable services pending payment, covering periods prior to the Payment Date,
in the understanding that the calculation of such amounts will be based on the
amounts reflected on the past receipts corresponding to said term, in proportion
to the number of days which are not covered by such receipts up to the Payment
Date; and
c) the amount set forth in the Stock Purchase Agreement as
price for the purchase of the 49,997 (Forty nine thousand nine hundred and
ninety seven) shares of Servicios Administrativos America, S.A. de C.V.
EIGHTH. ORDINARY COURSE OF BUSINESS; NOTICE OF CHANGE. During
the term between the date hereof and the Payment Date, Seller agrees to
safeguard, protect and manage the Assets and the Rights and operate, exploit and
keep its business in the ordinary course pursuant to past general practices.
Seller agrees to immediately notify in writing Buyer of any
change in the ordinary business course and of the existence of any event
constituting or which may constitute a risk of loss or detriment of the Assets
or the Rights, as set forth in paragraph 3. of Clause Fourth.
NINTH. DELIVERY OF ASSETS; INVOICES AND DOCUMENTS; ELECTRIC
ENERGY AGREEMENTS. Seller will deliver and transfer the Assets to Buyer on the
Payment Date, except for Seller's offices located in Lucio Blanco 435, Colonia
San Juan Tlihuaca, Mexico, Federal District, and any other Real Estate requiring
the physical delivery, in which case Seller agrees to deliver the corresponding
keys to Buyer within the 5 (five) working days counted as from the Payment Date.
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In connection with Seller's offices located in Lucio Blanco
435, Colonia San Juan Tlihuaca, Mexico, Federal District, Seller agrees to
sublease same to Buyer for a term of 120 (one hundred and twenty) day as from
the Payment Date, pursuant to the same terms and conditions set forth in the
existing lease agreement.
Seller shall deliver to Buyer on the Payment Date, as long as
EXHIBIT "5" has been prepared, one or more invoices covering the Assets and the
Rights, except for the Real Estate, describing the corresponding price
allocation for each according to EXHIBIT "5", which invoices shall be duly
issued in Buyer's name pursuant to applicable tax laws, together with any other
transfer documents necessary to grant Buyer valid title to said Assets and
Rights. Seller shall also deliver to Buyer on the Payment Date a legal opinion
from Mijares, Angoitia, Cortes y Fuentes, S.C., substantially in the form of
EXHIBIT "9" hereof.
In addition to the foregoing, Seller agrees to deliver to
Buyer on the Payment Date, all books, records and documents related to the
Assets and Rights, including (i) all computerized records and other computerized
media storage and the software used in connection therewith; (ii) all technical
and contractual documentation relating to the Assets; and (iii) all agreements,
contracts, documents and records relating to sales, purchase of materials,
supplies and services, dealings with suppliers, customers and distributors, and
all other existing documents and records related to Seller's business.
Buyer agrees to substitute the electric energy agreements
("ELECTRICITY AGREEMENTS") in connection with the Assets.
Finally, the parties agree that Seller shall bear any expense
incurred for the delivery of the Assets.
TENTH. TERMINATION. In the event Buyer fails to pay the Price
to Seller within the 10 (ten) working days following the Closing Date, the
parties agree that Seller may terminate this Agreement; on the understanding
that such termination will be automatic upon the lack of payment of the Price,
without the need of a court order or resolution, by means of a written notice
given to Buyer pursuant to the terms set forth in Clause Twenty-Fourth of this
Agreement.
In the event that the termination set forth above occurs,
Buyer agrees to pay Seller as contractual penalty, the
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<PAGE> 13
amount of US$11,000,000 (Eleven Million Dollars 00/100 Currency of the U.S.A.),
within the 5 (five) calendar days following the date in which the termination
occurs.
ELEVENTH. NOTICES OF ASSIGNMENT. Buyer agrees to give notice,
in writing and at its own expense to each of the lessors under the Structure
Lease Agreements, in connection with Seller's assignment to Buyer of the Rights
and Obligations under the Structure Lease Agreements. Buyer agrees to deliver to
Seller copy of the notices delivered pursuant to this Clause.
Any claim, demand, or litigation after the Payment Date in
connection with the Office Lease Agreements, the Structure Lease Agreements, the
Publicity Agreements, the Electricity Agreements and any other agreement
assigned to Buyer as set forth in this Agreement (hereinafter, for the purposes
of this Clause, collectively referred to as the "AGREEMENTS") will be the
exclusive responsibility of Buyer. Therefore, Buyer agrees to comply with each
and all the obligations provided for in the Agreements as from the Payment Date.
Buyer agrees to indemnify and hold harmless Seller of any loss or damage that
may occur as a result of Buyer's default of its obligations under the Agreements
after the Payment Date, as well as from the assignment of the rights and
obligations pursuant to said Agreements as provided herein, or due to the fact
that the notices described herein above do not comply with the corresponding
requisites and formalities.
Seller agrees to indemnify and hold harmless Buyer of any loss
or damage that may occur as a result of Seller's default of its obligations
under the Agreements before the Payment Date; on the understanding that Seller
will only be responsible for such losses and damages that: (i) occur to Buyer
between the date hereof and June 4, 2000, and (ii) exceed the amount of
US$2,500,000 (Two Million Five Hundred Thousand Dollars 00/100 Currency of the
U.S.A.). For such purposes Buyer will notify Seller of any lawsuit in connection
thereof and will cooperate with Seller in the defense of same.
TWELFTH. INDEMNITY FOR EVICTION, HIDDEN DEFECTS. Seller agrees
to indemnify Buyer in case of eviction (saneamiento par el caso de
eviccion)pursuant to the applicable laws.
The parties agree that the Assets are purchased by Buyer "as
is", therefore, Seller will not be liable for the quality of the Assets nor for
any hidden defects.
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<PAGE> 14
THIRTEENTH. THIRD PARTY CLAIMS. The parties agree to notify
each other of any act or event affecting the provisions of this Agreement,
including any act or claim by a third party in connection with Seller or Buyer
or otherwise, as well as any lawsuit or procedure filed in connection with this
Agreement, the Assets or the Rights, or any other act or agreement related with
same. The corresponding notice shall be made in writing by the party which first
has knowledge of the acts above-mentioned, precisely within the next 3 (three)
working days following the date in which said party had knowledge of any of such
acts.
FOURTEENTH. ASSIGNMENT. The parties agree that they shall not
assign by any means the rights and obligations provided for herein, without the
previous and written consent of the other party.
FIFTEENTH. NON COMPETITION COVENANT. During a term of 5 (five)
years counted as of the Closing Date, each of Seller, Promoindustrias, Televisa
and Mr. Francisco A. Gonzalez, agree not to compete in Mexico directly or
indirectly with Buyer in installation, operation and exploitation of outdoor
advertisement billboards, including billboards located in structures or walls in
private properties, in public transportation (including buses, taxi cabs, the
subway system and trains) and freight vehicles, in urban furniture including bus
stop structures, benches and mail boxes, or in any other kind of structures and
urban furniture located on streets (hereinafter referred to as the "BUSINESS").
Furthermore, Seller, Promoindustrias, Televisa and Mr. Francisco A. Gonzalez
Sanchez agree that during such term they will abstain from performing or having
an equity interest in or in any other way having a commercial relationship with
any company or business which purpose is the Business, nor will they become
tenders, directly or indirectly, of any company or business in connection with
the Business, if the corresponding debts may be capitalized or substituted for
shares or equity.
The obligations set forth herein above expressly exclude (i)
Televisa's participation in Mobiliario Urbano, S.A. de C.V. exclusively in
connection with publicity on urban furniture and the fulfillment of the
corporate purposes through such company; (ii) publicity in stadiums, sports
arenas, theaters and related areas for the performance of shows which are owned
by, leased or operated by Televisa or any subsidiary of Televisa; (iii)
publicity in stadiums, sports arenas, theaters and related areas for the
performance of shows which main purpose is to be broadcasted along with the
shows produced or broadcasted by Televisa; and (iv) the
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<PAGE> 15
performance by Televisa and Mr. Francisco A. Gonzalez Sanchez as agents of third
parties in the rendering of services during the normal course of their
operations.
Subject to the terms set forth in the last paragraph of this
Clause, in the event that Seller, Promoindustrias or Televisa directly or
indirectly breach the obligations set forth herein, the breaching party shall
pay Buyer a penalty in the amount of US$50,000,000 (Fifty Million Dollars 00/100
Currency of the U.S.A.).
Subject to the terms set forth in the last paragraph of this
Clause, in the event that Mr. Francisco A Gonzalez Sanchez directly or
indirectly breaches the obligations set forth herein, Mr. Francisco A. Gonzalez
Sanchez shall pay Buyer a penalty in the amount of US$16,000,000 (Sixteen
Million Dollars 00/100 Currency of the U.S.A.).
In the event of a default to the non-competition obligations,
Buyer shall notify in writing any such default to the defaulting party and will
grant such party a 7 (seven) day term to cure such default and to stop competing
immediately; on the understanding that if said default is not cured in the term
set forth herein, the party in default will immediately pay Buyer the penalty
above-mentioned.
SIXTEENTH. JOINT OBLIGOR. Outdoor will act as Buyer's joint
obligor for each and every one of Buyer's obligations hereunder.
SEVENTEENTH. CONFIDENTIALITY. Seller agrees that for a term of
18 (eighteen) months counted as of the date hereof, it will keep confidential
and in strict secret and cause its shareholders, consultants, advisors, officers
and employees to keep confidential and in strict secret, all the documents,
materials and information directly or indirectly related to the Structure Lease
Agreements and the Publicity Agreements, including lessors and clients names and
the amount of rents and prices, and agrees not to use them for its own benefit
or for the benefit of a third party, publish, reveal or copy or allow any
individual or entity to use, publish, reveal or copy said documents, materials
and information without Buyer's previous written consent. The documents,
materials and information described herein will be considered as trade and
industrial secrets for the purposes of the applicable provision of the Mexican
Industrial Property Law. The provision set forth herein above will not apply to
those documents, materials and information that are or may turn out to be of
public domain or that may be revealed by means of a court order, as well as any
document, materials and
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<PAGE> 16
information in connection with the Publicity Agreements entered into with
Televisa under the "French Plan", which include publicity promotions containing
additional advertisements different from the outdoor advertisements.
EIGHTEENTH. PARTIES' ADDITIONAL OBLIGATIONS. (A) Seller agrees
that as from the date of execution of this Agreement, it will use its best
efforts to obtain the necessary consents in order for Televisa to sell to Buyer
its equity interest in Mobiliario Urbano, S.A. de C.V.
(B) Seller and Buyer agree to enter into the Stock Purchase
Agreement on or before the Payment Date. In the event that the Stock Purchase
Agreement is not executed on or before the Payment Date because of causes
attributable to Seller, Buyer will be relieved from the payment of the penalty
set forth in Clause Ninth herein, notwithstanding Buyer's right to seek Seller's
specific performance of its obligation.
(C) Once the Stock Purchase Agreement is in full force and
effect, Seller agrees to use its best efforts to obtain from Messrs. Emilio F.
Azcarraga Jean, Miguel Aleman Magnani and Alejandro Burillo Azcarraga the
endorsement in property in favor of Buyer or a designee thereof, without any
cost to Buyer, of the share certificates representing 3 (three) shares of the
capital stock of Servicios Administrativos America, S.A. de C.V. owned by such
individuals.
(D) Between the date of execution of this Agreement and the
Payment Date, Seller and Buyer agree to cooperate in good faith so that if the
conditions precedent described in Clause Fourth herein are met, the transmission
of the Assets, Rights and Obligations is performed in orderly and in timely
manner, without a negative impact to Seller's and therefore Buyer's ordinary
course of business, and specifically not to impact Seller's and Buyer's
relationships with clients, suppliers and lessors. For this purposes and during
such term, Buyer will send to Mexico, at its own expense, several of its
officers and employees with the purpose of continuing the review of the
documents relating to Seller's Business and to keep working jointly with
Seller's officers and employees to accomplish said transition, causing such
officers and employees to keep strict confidentiality in connection with the
information and documents delivered by Seller as set forth herein.
(E) Seller agrees to use its best efforts to cause on or
before the Payment Date the notarization in name of Buyer of the Real property
located in Reynosa, Tamaulipas.
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(F) Regarding the collection by Buyer of Seller's account
receivables described in its financial statements after the Payment Date, Buyer
agrees to reimburse Seller any such collections within the next 15 (fifteen)
calendar days after the corresponding payment. For such purpose, Buyer shall
deliver to Seller within the first 5 (five) working days of each month a balance
of said account receivables; on the understanding that Buyer does not grant
Seller any guarantee of payment of any of such accounts receivable.
(G) In connection with the Publicity Agreements entered into
with Televisa, Seller expressly agrees that once the same are assigned to Buyer
as set forth in this Agreement, Buyer will have no further obligation to pay
Televisa nor any other third party, any amount regarding commissions or any
other amount related with said Publicity Agreements.
NINETEENTH. INDEMNIFICATION. The parties agree to indemnify
each other and hold each other harmless of any kind of claim, lawsuit, costs,
expenses (including reasonable attorneys' fees), damages and/or losses arising
from any misrepresentation hereof that may cause a substantial negative impact
(taking into consideration the parties' declarations and exceptions) or default
to their obligations as set forth in this Agreement.
TWENTIETH. EXPENSES. Except for anything to the contrary
herein, the parties agree that they will each bear their own expenses incurred
in connection with this Agreement and the transactions described herein.
TWENTY-FIRST. TAXES. The parties agree than any tax levied
over the transactions described herein will be paid by the corresponding party
pursuant to applicable law.
TWENTY-SECOND. AMENDMENTS. Any amendments to the terms and
conditions herein, will be made in writing signed by the parties hereto.
TWENTY-THIRD. EXHIBITS. The Exhibits described in this
Agreement constitute an integrated part of same. Such Exhibits are the
following:
<TABLE>
<CAPTION>
<S> <C>
Exhibit "I.b." List of Movable Goods
Exhibit "I.c." Description of Real Estate
Exhibit "I.e" Lawsuits, claims or investigations in
connection with the Assets
Exhibit "I.h." List of Insurance Policies
Exhibit "I.i" List of Publicity Agreements
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Exhibit "I.k.(a)" List of Office Lease Agreements
Exhibit "I.k.(b)" List of Structure Lease Agreements
Exhibit "I.n.(a)" Pegaso Agreement
Exhibit "I.n.(b)" List of agreements with related parties
Exhibit "I.o." Description of Trademarks and Software
Exhibit "I.r.(a)" List of Structures
Exhibit "I.r.(b)" List of Structures leased by Seller
Exhibit "I.r.(c)" List of Structures with permits, licenses and
authorizations
Exhibit "I.t." List of Structure Lease Agreements in which
the Structures will become the property of
lessors
Exhibit "5" Price allocation
Exhibit "9" Form of legal opinion from Mijares, Angoitia,
Cortes y Fuentes, S.C.
</TABLE>
TWENTY-FOURTH. NOTICES. All notices that the parties wish to
make or which must be made in connection with this Agreement, must be in writing
and each party should obtain evidence that the notice was received by the other
party. For that purpose and until further a notice of a new address is made, the
parties state as their addresses the following:
"SELLER"
Vendor, S.A. de C.V.
Vasco de Quiroga 2000 Ed. "A" Piso 4
Lomas de Santa Fe
01210 Mexico, D.F.
Attention: Mr. Gilberto Perezalonso
Phone No.: (525) 261-2519
Facsimile: (525) 261-2518
WITH A COPY TO :
Mr. Francisco Antonio Gonzalez Sanchez
Eugenio Garza Sada 224 Sur
Colonia Roma
64700 Monterrey, Nuevo Leon
Phone No.: (8) 359-2525
Facsimile: (8) 359-1689
Mijares, Angoitia, Cortes y Fuentes, S.C.
Prado Norte No. 305
Col. Lomas de Chapultepec
11000 Mexico, D.F.
Attention: Mr. Alfonso de Angoitia
Phone No.:(525) 520-0771
Facsimile:(525) 520-1065
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<PAGE> 19
"BUYER"
Outdoor Systems Mexico, S.A. de C.V.
Paseo de los Tamarindos 400
Torre B, Piso 8
Bosques de las Lomas
Mexico, D.F. 05120
Attention: Mr. Jorge Cervantes Trejo
Phone No.: (525) 267-4500
Facsimile: (525) 267-5498
WITH A COPY TO:
Outdoor Systems, Inc.
2502 Black Canyon Highway
Phoenix, Arizona 85009
Attention: Mr. Arturo Moreno
Phone No.: (602) 248-8181
Facsimile: (602) 433-2482
Jauregui, Navarrete, Nader y Rojas, S.C.
Paseo de los Tamarindos 400
Torre B, Piso 8
Bosques de las Lomas
Mexico, D.F. 05120
Attention: Mr. Miguel Jauregui Rojas
Phone No.: (525) 267-4500
Facsimile: (525) 267-5498
TWENTY-FIFTH. APPLICABLE LAW. The parties agree that this
Agreement will be governed by the laws of Mexico, Federal District.
TWENTY-SIXTH. JURISDICTION. For the performance and
enforcement of this Agreement the parties expressly submit to the jurisdiction
of the competent courts located in Mexico, Federal District, expressly waiving
their rights to any other jurisdiction that may apply to them by reason of their
present or future domiciles or for any other reason.
The parties, acknowledging the terms and legal conditions of
each and every Declaration and Clause of this Assets Purchase and Assignment
Agreement, have caused its execution in four copies in the city of Mexico,
Federal District, on June 4, 1998.
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<PAGE> 20
"SELLER" "BUYER"
Vendor S.A. de C.V. Outdoor Systems
Mexico, S.A. de C.V.
By: (Signed) (Signed)
------------------------- ------------------------------
Name: Gerardo Candano Conesa Name: Jorge Cervantes Trejo
Title: Attorney-in-fact Title: Attorney-in-fact
By: (Signed)
-------------------------
Name: Francisco A. Gonzalez
Title Attorney-in-fact
"OUTDOOR" "PROMOINDUSTRIAS"
Outdoor Systems Inc. Promoindustrias
as Buyer's joint obligor Metropolitanas, S.A. de C.V.
For the purposes of Clause
Fifteenth
By: (Signed) (Signed)
------------------------- ------------------------------
Name: Arturo Moreno Name: Gonzalo Quiroz C.
Title: C.E.O. Title: Attorney-in-fact
"TELEVISA" "FRANCISCO A. GONZALEZ"
Televisa, S.A. de C.V. For the purposes of Clause
For the purposes of Fifteenth
Clause Fifteenth
By: (Signed) (Signed)
------------------------- ------------------------------
Name: Xavier Von Bertrab
Title: Attorney-in-fact
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<PAGE> 21
CERTIFICATE OF SECRETARY
OF
OUTDOOR SYSTEMS, INC.
I hereby certify that Outdoor Systems, Inc. has taken reasonable
measures to ensure that the English translation of the Asset Purchase and
Assignment Agreement, dated June 4, 1998, to which this Certificate is attached,
is a fair and accurate English translation of the original Spanish language
document.
Dated: July 16, 1998
/s/ Bill M. Beverage
----------------------------------------
Bill M. Beverage
Secretary of Outdoor Systems, Inc.
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<PAGE> 1
EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement entered into between:
Vendor S.A. de C.V. (hereinafter referred to as "SELLER"), as seller,
represented by Messrs. Gerardo Candano Conesa and Hugo Chapa Gamboa;
Outdoor Systems Mexico, S.A. de C.V. (hereinafter referred to as "BUYER"), as
buyer, represented by Mr. Luis A. Duarte Coppel;
pursuant to the following Declarations and Clauses:
DECLARATIONS
I. Seller declares through its representatives that:
a. It was originally incorporated under the corporate name of
Pinturas y Decoraciones, S.A. pursuant to the laws of the United Mexican States
(hereinafter referred to as "MEXICO"), as evidenced in public instrument number
10,737, dated October 27, 1937, granted before Mr. Rogelio R. Pacheco, then
Notary Public number 18 of the Federal District, which first notarial copy was
recorded in the Public Registry of Commerce of said city, under number 476, page
207, volume 102 of the Third Book, on November 19, 1937.
b. It is the registered owner of 997 (nine hundred and ninety
seven) Series "A" shares and 49,000 (forty nine thousand) Series "B" shares
(hereinafter collectively referred to as the "SHARES") which represent 99.99%
(ninety nine point ninety nine percent) of the capital stock of Servicios
Administrativos America, S.A. de C.V. (hereinafter referred to as the
"COMPANY"), a corporation organized and in operation under the laws of Mexico.
c. The Shares have been validly issued, are fully paid and
authorized and free of any and all liens and encumbrances, and there is no
prohibition or legal or contractual restriction on the sale of the Shares
pursuant to this Agreement or on the exercise by Buyer of the rights derived
therefrom.
d. The Company is the legitimate and sole owner of all the
assets (hereinafter referred to as the "ASSETS") used in the operation of its
business, including but not limited to: (i) cash, investments and account
receivables as described
<PAGE> 2
in the Financial Statements (as defined herein below); (ii) goods, office
furniture, computers, stationary, vehicles, materials and other tangible assets
as described in the document attached to this Agreement as EXHIBIT "I.D.(A)";
and (iii) intangible assets, licenses, operation permits and intellectual
property rights as described in the document attached to this Agreement as
EXHIBIT "I.D.(B)".
e. The Assets are free of all kinds of liens, pledges,
mortgages or encumbrances, therefore, same are not securing the payment of any
kind of mercantile, civil, labor or tax obligations.
f. Except as described in the document attached to this
Agreement as EXHIBIT "I.F.", Seller has no knowledge of any kind of litigation,
lawsuit, claim, procedure, action, dispute or investigation in process or to be
filed in connection with the Company, the Shares or the Assets.
g. The document attached to this Agreement as EXHIBIT "I.G."
lists all material agreements entered into by the Company. Except for the
agreements listed in EXHIBIT "I.G", the Company is not a party to any other
material contract or agreement that is not in line with its ordinary course of
business. The Company has not agreed to any modifications to the agreements
listed in EXHIBIT "I.G.", which have or may have a material adverse effect over
its Assets. The Company is not in default of its obligations under any material
agreement, covenant or contract which default may have a materially adverse
effect over the Company's financial condition.
h. The name of each Bank or depository in which the Company
maintains any savings and bank accounts, trust accounts or safety deposit boxes,
and the name of all persons authorized to draw thereon or have access thereto
are listed in EXHIBIT "I.H." attached to this Agreement.
i. The audited financial statements of the Company as of
December 31, 1997 attached to this Agreement as EXHIBIT "I.I.(A)" as well as the
proforma financial statements of the Company as of June 30, 1998 attached to
this agreement as EXHIBIT "I.I.(B)" (hereinafter collectively referred to as the
"FINANCIAL STATEMENTS") accurately represent the financial position and the
value of the Assets and liabilities of the Company as of the date thereof.
j. As from the date of the Financial Statements until the date
hereof, there have been no changes in the
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<PAGE> 3
financial conditions, business, net worth, Assets, obligations or liabilities
(fixed or contingent) of the Company, which have had or may have a materially
adverse financial effect on the business, Assets, financial condition or
operations of the Company, and there has been no occurrence or circumstance
which might reasonably be expected to result in any such adverse financial
effect after the date of this Agreement. Since the date of the Financial
Statements to the date of execution hereof the business of the Company has been
conducted only in the ordinary and usual course of business and no event or
transaction (other than as provided herein) has occurred or been entered into
outside the ordinary course of business.
k. Except as described in the document attached to this
Agreement as EXHIBIT "I.K.(A)", as of the date hereof, the Company has prepared
and filed as provided by law, with all appropriate governmental authorities,
including tax, customs, social security, national housing fund (Infonavit),
retirement savings fund and other pertinent authorities, all returns and other
returns required to be filed, and has paid or accrued in full all taxes,
contributions, duties, interests, penalties or assessments (hereinafter
collectively referred to as "TAXES") due to, or claimed to be so due by any such
authorities. Except as described in the document attached to this Agreement as
EXHIBIT "I.K.(B)", the Company is not a party to any pending action or
proceeding, nor it has been notified that any such action or proceeding is
threatened by any governmental authority for the assessment or collection of any
Taxes, and no claim for assessment or collection of any Taxes has been asserted
against the Company.
l. As of the date of this Agreement and not taking into
consideration the employer's substitution referred to in Recital N. herein
below, the Company employs: (i) 300 union workers (hereinafter referred to as
the "UNION WORKERS") who have the rights and are granted the fringe benefits
referred to in the bargaining agreements entered into with the respective unions
from the cities in which the Company has an office as described in the document
attached to this Agreement as EXHIBIT "I.L." and (ii) 211 non-union employees
(hereinafter referred to as the "NON-UNION EMPLOYEES" and, together with the
Union Workers, the "EMPLOYEES"), which have the rights and are granted the
fringe benefits referred to in the individual employment agreements entered into
with each of such Non-union Employees.
m. Except for as described in EXHIBIT "I.M." attached to this
Agreement, the wages and other fringe
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<PAGE> 4
benefits of the Employees have not been modified since April 1, 1998.
n. On the date hereof, the Company as substitute employer
entered into with MM Billboard, S.A. de C.V., as substituted employer, an
employer substitution agreement (hereinafter referred to as the "EMPLOYER
SUBSTITUTION AGREEMENT") in connection with the Union Employees and the
Non-union Employees of MM Billboard, S.A. de C.V., a copy of which is attached
to this Agreement as EXHIBIT "I.N.".
o. On the date hereof, the Company and Vendor, S.A. de C.V.
entered into a Termination Agreement of the Administrative Services Agreement
dated February 4, 1989.
p. The entering into this Agreement does not constitute any
violation of Seller's charter and bylaws, nor any other agreement or obligation
assumed by Seller, and the entering into of this Agreement and the sale of the
Shares will not cause the breach or early termination of any obligation of
Seller, or will give right to any third party to claim a breach or early
termination of said agreements and obligations.
q. It has obtained the corporate authorizations needed to
enter into this Agreement, which authorizations have not been revoked nor
restricted in any manner whatsoever.
r. Its representatives have sufficient authority to bind it
pursuant to this Agreement as evidenced in public instrument number 50,460,
dated June 19, 1998, granted before Rafael Manuel Oliveros Lara, Notary Public
number 45 of the Federal District, which authority has not been revoked, limited
or modified in any manner whatsoever.
II. Buyer declares through its representative that:
a. It is a corporation duly incorporated pursuant to the laws
of the Mexico, as evidenced in public instrument number 48,476, dated May 28,
1998, granted before Mr. F. Javier Gutierrez Silva, Notary Public number 147 of
the Federal District, which first notarial copy is pending registration in the
Public Registry of Commerce of said city by reasons of its recent incorporation.
b. It has the corporate authorizations needed to enter into
this Agreement, which authorization have not been revoked nor restricted in any
manner whatsoever.
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<PAGE> 5
c. Its representative has sufficient authority to bind it
pursuant to this Agreement as evidenced in the public instrument referred to in
Buyer's Declaration II.A., which authority has not been revoked or limited in
any manner whatsoever.
In view of the foregoing Declarations, the parties agree on
the following:
CLAUSES
FIRST. STOCK PURCHASE. Seller will sell the Shares to Buyer on
the Closing Date (as defined herein below), and Buyer will purchase the Shares,
on the understanding that the Shares are transferred to Buyer with everything
that by fact and by right corresponds free of all kinds of liens and
encumbrances. Seller will deliver to Buyer on the Payment Date (as defined
herein below) the share certificates representing the Shares, duly endorsed in
property in favor of Buyer.
For the purposes of this Agreement, the terms "CLOSING DATE"
and "PAYMENT DATE" will have the same meaning as described in the Asset Purchase
and Assignment Agreement dated June 4, 1998, entered into among Seller, Buyer,
Outdoor Systems, Inc., Promoindustrias Metropolitanas, S.A. de C.V., Televisa,
S.A. de C.V. and Mr. Francisco A. Gonzalez Sanchez.
SECOND. PRICE. The total price in which Seller sells and Buyer
purchases the Shares (hereinafter referred to as the "PRICE"), is the amount of
US$42,591 (Forty Two Thousand Five Hundred and Ninety One Dollars 00/100 U.S.
Currency), equivalent to Ps$382,018.29 (Three Hundred and Eighty Two Thousand
Eighteen Pesos 29/100 Mexican Currency), at a conventional exchange rate of
Ps$8.9684 (Eight Pesos 9684/100 Mexican Currency) per US$1 (One Dollar 00/100
U.S. Currency).
THIRD. FORM OF PAYMENT. The Price will be paid by Buyer on the
Payment Date, in Dollars, currency of the United Sates of America, in one
installment, by means of a wire transfer for the total amount, in immediately
available funds to Seller's account previously notified to Buyer in the City of
New York, United States of America.
FOURTH. DELIVERY OF DOCUMENTS. Seller will deliver and
transfer to Buyer on the Payment Date, all books, records and documents related
to the Company, including (i) all computerized records and other computerized
media storage and the software used in connection therewith; (ii) all technical
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<PAGE> 6
and contractual documentation relating to the Assets; and (iii) all agreements,
contracts, documents and records relating to sales, purchase of materials,
supplies and services, dealings with suppliers, customers and distributors, and
all other existing documents and records related to the Company's business.
FIFTH. INDEMNIFICATION. (A) Seller agrees to indemnify Buyer
in case of eviction (saneamiento par el caso de eviccion) in connection with the
Shares pursuant to the applicable laws and agrees to hold Buyer harmless of any
and all kinds of claims, lawsuits, costs, expenses (including reasonable
attorneys' fees), damages and/or consequential damages arising from or as a
consequence of same.
(B) Seller shall indemnify and hold Buyer harmless of any and
all kinds of claims, lawsuits, costs, expenses (including reasonable attorneys'
fees), damages and/or consequential damages arising from any act occurred before
the date of this Agreement in connection with: (i) any kind of liabilities of
the Company, whether absolute, fixed, contingent or otherwise, which are not
fully reflected in the Financial Statements, including without limitation,
taxes, customs, labor, social security, national housing fund and retirement
system fund; (ii) any salary or fringe benefit owed to any of the Employees
accrued prior to the execution hereof, including without limitation, salaries,
fringe benefits, christmas and vacation bonuses, indemnities and other labor
liabilities, on the understanding that such labor liabilities shall not include
any amounts due by the Company to any of the Employees derived from seniority of
such Employees as well as the Company's labor liabilities derived from the
Employer Substitution Agreement; and (iii) any kind of liabilities, liens or
encumbrances in connection with the Shares.
(C) Buyer shall indemnify and hold Seller harmless of any and
all kinds of claims, lawsuits, costs, expenses (including reasonable attorneys'
fees), damages and/or consequential damages arising from the Employer
Substitution Agreement, including but not limited to salaries, fringe benefits,
christmas and vacation bonuses, indemnities and other labor liabilities of Buyer
pursuant to the Employer Substitution Agreement.
(D) Without prejudice of the provisions in paragraphs (A), (B)
and (C) herein, in the event an indemnification pursuant to said paragraphs
arises from a lawsuit or a claim from a third party, the party obliged to pay an
indemnification pursuant to paragraphs (A), (B) or (C) herein (hereinafter
referred to as the "OBLIGED PARTY") will
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<PAGE> 7
have the right to defend itself pursuant to the following provisions:
(i) The party receiving the lawsuit or claim (hereinafter
referred to as the "DEFENDANT") shall deliver copy of said lawsuit or claim to
the Obliged Party at least 5 (five) working days before the term to challenge
said lawsuit is due. In the event the Company is the one receiving the lawsuit
or claim, it will be understood that Buyer is the Defendant for the purposes set
forth herein.
(ii) The Obliged Party must give written notice to Defendant
on the next working day after the date it received copy of the lawsuit or claim,
stating if it wishes to defend itself, in which case it shall appoint the person
in charge to file for defense.
(iii) In the event the Obliged Party notifies the Defendant
its willingness to defend itself, the Defendant will cause the Company to grant
the necessary powers of attorney to the persons appointed by the Obliged Party
for the purposes of filing for defense. Defendant will provide the necessary
elements for the defense as requested by the Obliged Party and will not
negotiate any settlement or agreement with claimant without the approval from
the Obliged Party.
(iv) In the event the Obliged Party files for defense,
Defendant's participation in the corresponding trail will be at its own expense.
(v) In the event the Defendant does not deliver a copy of the
lawsuit or claim pursuant to paragraph (i) herein or settles with claimant
without the Obliged Party's approval, the Obliged Party will be relieved from
its indemnification obligations under paragraphs (A), (B) or (C) herein.
SIXTH. ASSIGNMENT. The parties agree that they shall not
assign by any means the rights and obligations provided for herein, without the
prior written consent of the other party.
SEVENTH. EXPENSES. Except for anything to the contrary herein,
the parties agree that they will each bear their own expenses incurred in
connection with this Agreement and the transactions described herein.
EIGHTH. TAXES. The parties agree that any tax levied over the
transactions described herein will be paid by the corresponding party pursuant
to applicable law.
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NINTH. AMENDMENTS. Any amendments to the terms and conditions
herein will be made in a writing signed by the parties hereto.
TENTH. EXHIBITS. The Exhibits described in this Agreement
constitute an integrated part of same. Such Exhibits are the following:
<TABLE>
<CAPTION>
<S> <C>
Exhibit "I.d.(a)" List of goods, office furniture, computers,
stationary, vehicles, materials and other
tangible assets of the Company
Exhibit "I.d.(b)" List of intangible assets, licenses, operation
permits and industrial property rights
Exhibit "I.f." Lawsuits, claims, procedures, actions or
investigations in connection with the Company,
the Shares and the Assets
Exhibit "I.g." List of outstanding agreements entered into by
the Company
Exhibit "I.h" List of savings and bank accounts, trust
accounts or safety deposit boxes, and the name
of all persons authorized to draw thereon or
have access thereto
Exhibit "I.i.(a)" Audited Financial Statements as of December
31, 1997
Exhibit "I.i.(b)" Financial Statements as of June 30, 1998
Exhibit "I.k.(a)" Exceptions to the fulfillment of obligations
before fiscal, customs, social security,
workers housing fund or retirement system
authorities
Exhibit "I.k.(b)" Procedures against the Company in connection
with the payment of taxes
Exhibit "I.l." List of bargaining agreements entered into
with the respective Unions
Exhibit "I.m." Amendments to salaries and fringe benefits of
the Employees as of April 1, 1998
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
<S> <C>
Exhibit "I.n." Copy of the Employer Substitution Agreement
</TABLE>
TENTH. NOTICES. All notices that the parties wish to make or
which must be made in connection with this Agreement, must be in writing and
each party should obtain evidence that the notice was received by the other
party. For that purpose and until further a notice of a new address is made, the
parties state as their addresses the following:
"SELLER"
Vendor, S.A. de C.V.
Vasco de Quiroga 2000 Ed. "A" Piso 4
Lomas de Santa Fe
01210 Mexico, D.F.
Attention: Mr. Gilberto Perezalonso
Phone No.: (525) 261-2519
Facsimile: (525) 261-2518
WITH A COPY TO :
Mijares, Angoitia, Cortes y Fuentes, S.C.
Prado Norte No. 305
Col. Lomas de Chapultepec
11000 Mexico, D.F.
Attention: Mr. Alfonso de Angoitia
Phone No.:(525) 520-0771
Facsimile:(525) 520-1065
"BUYER"
Outdoor Systems Mexico, S.A. de C.V.
Paseo de los Tamarindos 400
Torre B, Piso 8
Bosques de las Lomas
Mexico, D.F. 05120
Attention: Mr. Jorge Cervantes Trejo
Phone No.: (525) 267-4500
Facsimile: (525) 267-5498
WITH A COPY TO:
Outdoor Systems, Inc.
2502 Black Canyon Highway
Phoenix, Arizona 85009
Attention: Mr. Arturo Moreno
Phone No.: (602) 248-8181
Facsimile: (602) 433-2482
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<PAGE> 10
Jauregui, Navarrete, Nader y Rojas, S.C.
Paseo de los Tamarindos 400
Torre B, Piso 8
Bosques de las Lomas
Mexico, D.F. 05120
Attention: Mr. Miguel Jauregui Rojas
Phone No.: (525) 267-4500
Facsimile: (525) 267-5498
ELEVENTH. APPLICABLE LAW. The parties agree that this
Agreement will be governed by the laws of Mexico, Federal District.
TWELFTH. JURISDICTION. For the performance and enforcement of
this Agreement the parties expressly submit to the jurisdiction of the competent
courts located in Mexico, Federal District, expressly waiving their rights to
any other jurisdiction that may apply to them by reason of their present or
future domiciles or for any other reason.
The parties, acknowledging the terms and legal conditions of
each and every Declaration and Clause of this Stock Purchase Agreement, have
caused its execution in four copies in the city of Mexico, Federal District, on
July 1, 1998.
"SELLER" "BUYER"
Vendor S.A. de C.V. Outdoor Systems
Mexico, S.A. de C.V.
By: By:
-------------------------- --------------------------------
Name: Gerardo Candano Conesa Name: Luis A. Duarte Coppel
Title: Attorney-in-fact Title: Attorney-in-fact
By:
--------------------------
Name: Hugo Chapa Gamboa
Title Attorney-in-fact
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<PAGE> 11
CERTIFICATE OF SECRETARY
OF
OUTDOOR SYSTEMS, INC.
I hereby certify that Outdoor Systems, Inc. has taken reasonable
measures to ensure that the English translation of the Stock Purchase Agreement,
dated June 4, 1998, to which this Certificate is attached, is a fair and
accurate English translation of the original Spanish language document.
Dated: July 16, 1998
/s/ Bill M. Beverage
----------------------------------------
Bill M. Beverage
Secretary of Outdoor Systems, Inc.
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<PAGE> 1
EXHIBIT 99.3
ASSET PURCHASE AND ASSIGNMENT AGREEMENT
Asset Purchase and Assignment Agreement entered into among:
Multimedios Estrellas de Oro, S.A. de C.V. (hereinafter referred to as
"SELLER"), as seller and assignor, represented by its attorney-in-fact Mr.
Francisco A. Gonzalez Sanchez;
MM Billboard, S.A. de C.V. (hereinafter referred to as "ASSIGNOR"), as assignor,
represented by its attorney-in-fact Mr. Francisco A. Gonzalez Sanchez;
Outdoor Systems Mexico, S.A. de C.V. (hereinafter referred to as "BUYER"), as
buyer, represented by its attorney-in-fact Mr. Jorge Cervantes Trejo;
Outdoor Systems, Inc. (hereinafter referred to as "OUTDOOR"), as Buyer's joint
obligor, represented by its Chief Executive Officer Arturo Moreno; and
Mr. Francisco A. Gonzalez Sanchez, on his own behalf, for the purpose of Clause
Sixteenth of this Agreement,
pursuant to the following Declarations and Clauses:
DECLARATIONS
I. Seller and Assignor, as regards, declare through their
representative that:
a. Seller is a corporation duly incorporated pursuant to the
laws of the United Mexican States (hereinafter referred to as "MEXICO"), as
evidenced in notarial instrument number 1,695, dated October 7, 1967, granted
before Mr. Luis Manatou Gonzalez, Notary Public number 35 of Monterrey, Nuevo
Leon, which first notarial instrument was recorded in the Public Registry of
Commerce of said city, under number 1,388, page 242, volume 184 of the Third
Book, dated November 9, 1967.
b. Assignor is a corporation duly incorporated pursuant to the
laws of Mexico, as evidenced in notarial instrument number 3,663, dated October
6, 1965, granted before Mr. Jose G. Guzman, Notary Public number 28 of
Monterrey, Nuevo Leon, which first notarial instrument was recorded in the
Public Registry of Commerce of said city, under number 1,196, page 257, volume
181 of the Third Book, dated November 19, 1965.
<PAGE> 2
c. Seller is the legitimate and sole owner of the movable
goods listed in the document attached to this Agreement as EXHIBIT "I.C."
including office furniture, computers, stationary and other assets that Seller
uses and are necessary for the development of its business in the same manner
that it has been performing it as of the date of this Agreement (hereinafter
collectively referred to as the "ASSETS").
d. Except as described in the document attached to this
agreement as EXHIBIT "I.D.", the Assets are free of all kinds of liens, pledges,
mortgages or encumbrances, therefore, same are not guaranteeing the payment of
any kind of mercantile, civil, labor or tax obligations.
e. Seller and/or Assignor have no knowledge of any kind of
litigation, lawsuit, claim, procedure, action, dispute or investigation in
process or to be filed in connection with the Assets, except as described in the
document attached to this Agreement as EXHIBIT "I.E.".
f. Seller and Assignor, as regards, have timely paid all kind
of taxes, rights and contributions in connection with the Assets, except for
certain rights and contribution in connection with the permits, authorizations
and licenses needed for the installation, operation and exploitation of
structures used for outdoor advertisement.
g. Such Assets consisting of structures and related materials
forming billboards for outdoor advertisement (hereinafter referred to as
"STRUCTURES") are located in real estate which is owned or leased by Assignor,
except for the Structures listed in the document attached to this Agreement as
EXHIBIT "I.G.", which are located in real property owned by third parties in
which there is no lease agreement but nonetheless such third parties allow the
free use of same to Assignor for the sole purpose of the installation of such
Structures.
h. The Assets are insured pursuant to the insurance policies
in force which are listed in the document attached to this Agreement as EXHIBIT
"I.H.", (hereinafter referred to as the "INSURANCE POLICIES"), in which Assignor
is the beneficiary.
i. Seller is the holder of each and every one of the rights
set forth in the Outdoor Advertisement agreements (hereinafter referred to as
the "PUBLICITY AGREEMENTS"), which are listed in the document attached to this
Agreement as EXHIBIT "I.I".
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<PAGE> 3
j. Assignor is the holder of each and all rights under the
Lease Agreements (hereinafter referred to as the "LEASE AGREEMENTS") that it has
entered into as lessee for the installation and exploitation of the Structures
which are listed in the document attached to this Agreement as EXHIBIT "I.J.",
as well as the agreements entered into with Servicios Administrativos Pegaso,
S.C. (hereinafter referred to as the "PEGASO AGREEMENT") and with Mr. Jesus D.
Gonzalez Gonzalez of XHAW Channel 12 of Monterrey, Nuevo Leon (hereinafter
referred to as the "XHAW AGREEMENT"), attached to this Agreements as EXHIBIT
"I.J.(B)" and EXHIBIT "I.J.(C)" respectively.
k. The Publicity Agreements and the Lease Agreements are in
full force and are binding pursuant to the applicable laws, and Seller and
Assignor, as regards, have no knowledge of any default by any of the parties or
any other event thereto that may cause termination of such Publicity Agreements
and Lease Agreements, except as described in EXHIBIT "I.K.".
l. Except as described in the document attached to this
Agreement as EXHIBIT "I.L.(A)", and except for what is provided in Seller's and
Assignor's Declaration S. herein below, Seller and Assignor have not entered
into any agreement with any shareholder or subsidiary or with any individual or
entity related to Seller or Assignor. Also the document attached to this
Agreement as EXHIBIT "I.L.(B)" lists such Structures owned by Seller in which
there is publicity of affiliated companies of Seller and/or Assignor, without
any publicity agreement nor consideration agreed for such publicity.
m. Seller is the owner of the trademark "BILLBOARD", which is
duly registered before the Mexican Institute of Industrial Property (Instituto
Mexicano de la Propiedad Industrial), and has applied for the registration of
the trademark "MM BILLBOARD", as both trademarks are described in the document
attached to this Agreement as EXHIBIT "I.M.(A)", (hereinafter collectively
referred to as the "TRADEMARKS"). Assignor is the holder of the copyright of the
software (hereinafter referred to as the "SOFTWARE") listed in the document
attached to this Agreement as EXHIBIT "I.M.(B)".
n. The legal provisions in connection with the installation,
operation and maintenance of outdoor advertisements are local and are enforced
by local, municipal or state authorities in which said advertisements are
located, and said provisions are constantly amended; therefore, no guarantee is
granted by Seller and Assignor in connection with
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<PAGE> 4
the duration of the legal provisions in force or as regards the future
establishment of new regulations in any of the locations in which the Structures
are located, containing more strict or expensive regulations in connection with
same.
o. Because of the number of locations in which the Structures
are located, Seller and Assignor do not grant any guarantee in connection with
the existence and effectiveness of any permits, licenses and authorizations
which are required for the installation and operation of certain Structures.
p. The document attached to this Agreement as EXHIBIT
"I.P.(A)" contains a list of the Structures exclusively owned by Seller used by
Seller and Assignor in their corresponding business. The document attached to
this Agreement as EXHIBIT "I.P.(B)" contains a list of Structures owned by third
parties, in which Assignor has entered into lease agreements as lessee, which
are used by Assignor for its business. "EXHIBIT "I.P.(A)" and EXHIBIT "I.P.(B)"
also allow the identification of such Structures that have the permits, licenses
and authorizations needed for their installation and operation, notwithstanding
what is described in Declaration I.O. herein. To the best of their knowledge,
Seller and Assignor have not received any written notice that any governmental
authority intends to cancel or modify any of such permits licenses and
authorizations.
q. Assignor wishes to assign to Buyer, by means of this
Agreement and that in the way same may be assigned pursuant to legal and
administrative provisions in force, the rights set forth in the permits,
licenses and authorizations described in EXHIBIT "I.P.(A)". Assignor does not
grant any guarantee in connection with the validity of such permits, licenses or
authorizations and their assignability, as well as regarding the possibility
that such permits, licenses and authorizations will be in force or extinguished
at the time of their assignment.
r. It is Seller's main interest and it wishes and is willing
to sell to Buyer the Assets "as is" and to assign the rights and obligations to
the Publicity Agreements; and the rights to the Trademarks; is Assignor's main
interest and it wishes and is willing to assign to Buyer (i) the rights and
obligations arising from the Lease Agreements, the Pegaso Agreement and the XHAW
Agreement and in general any other agreement in which Assignor is part and that
are related to its business as it has been conducting same as of the date
hereof;, (ii) the rights to use the Trademarks and the Software, (iii) the
rights deriving from the Insurance Policies, and (iv) the rights and obligations
of the permits,
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<PAGE> 5
licenses and authorizations that may be legally assigned, precisely in the terms
and under the conditions set forth herein (the rights described in items (i),
(ii), (iii) and (iv) will be collectively referred to as the "RIGHTS", and the
obligations described in items (i) and (iv) will be collectively referred to as
the "OBLIGATIONS").
s. There are certain real property described in the document
attached to this Agreement as EXHIBIT "I.S.(A)", property of Assignor or
Assignor's related parties in which Structures property of Seller are located,
and which Assignor wishes to grant and cause the corresponding owners to grant
the free use (comodato) of such parts of the real estate to Buyer for a term of
10 (ten) years as from the date this agreement becomes enforceable, under the
terms and conditions substantially in the form of the free use (comodato)
agreement attached to this Agreement as EXHIBIT "I.S(B)", (hereinafter the free
use (comodato) agreements to be entered into as set forth herein will be
collectively referred to as the "COMODATO AGREEMENTS").
t. Assignor wishes to enter into an employer substitution
agreement with Buyer or the individual or entity same designates, causing Buyer
or the individual or entity same designates to become substitute employer of all
of Assignor's employees, under the terms and conditions substantially in the
form of the Employer Substitution Agreement attached to this Agreement as
EXHIBIT "I.T." (hereinafter the employer substitution agreement to be entered
into as set forth herein will be referred to as the "EMPLOYER SUBSTITUTION
AGREEMENT").
u. Assignor's financial statements as of December 31, 1997
attached to this Agreement as EXHIBIT "I.U.", reasonably reflects Assignor's
operation balances exclusively in connection with its installation, operation
and exploitation of outdoor advertisement.
v. The entering into this Agreement does not constitute any
violation of Seller's or Assignor's charter and by-laws, nor any other agreement
or obligation assumed by Seller or Assignor, and the entering into of this
Agreement and the sale of the Assets and the assignment of the rights to the
Publicity Agreements and the Trademarks by Seller and the assignment of the
rights by Assignor will not cause the breach or early termination of any
obligation of Seller or Assignor or its subsidiaries, or will give right to
third parties to claim the breach or early termination of said agreements and
obligations, notwithstanding the provisions set forth in Declarations I.G. and
I.R. herein.
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<PAGE> 6
w. Seller representatives have sufficient authority to bind it
pursuant to this Agreement as evidenced in notarial instrument number 18,855,
dated December 5, 1977, granted before Mr. Jose G. Guzman, Notary Public number
28 of Monterrey, Nuevo Leon which first notarial copy was recorded in the Public
Registry of Commerce of said city, under number 2,324, volume 97 of the Fourth
Book Third Section, dated December 13, 1977, and that same authority has not
been revoked, limited or modified in any manner whatsoever.
x. Assignor representatives have sufficient authority to bind
it pursuant to this Agreement as evidenced in notarial instrument number 4,075,
dated April 14, 1989, granted before Mr. Jesus Salazar Venegas, Notary Public
number 63 of Monterrey, Nuevo Leon which first notarial copy was recorded in the
Public Registry of Commerce of said city, under number 693, page 111, volume 316
of the Third Book, on May 18, 1998, and that same authority have not been
revoked, limited or modified in any manner whatsoever.
y. Seller and Assignor have obtained the corporate
authorizations needed to enter into this Agreement, which authorization have not
been revoked nor restricted in any manner whatsoever.
II. Buyer declares through its representative that:
a. It is a corporation duly incorporated pursuant to the laws
of the Mexico, as evidenced in notarial instrument number 48,476, dated May 28,
1998, granted before Mr. F. Javier Gutierrez Silva, Notary Public number 147 of
the Federal District, which first notarial copy is pending registration in the
Public Registry of Commerce of said city by reasons of its recent incorporation.
b. It is a subsidiary of Outdoor Systems, Inc., a U.S.
Corporation whose main corporate purpose is the installation, operation and
exploitation of outdoor advertisement in private properties, thus, it is an
expert in such industry.
c. It has obtained the corporate authorizations needed to
enter into this Agreement, which authorization have not been revoked nor
restricted in any manner whatsoever.
d. It acknowledges the provisions, conditions and terms of
duration of the Publicity Agreements and the Lease Agreements.
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<PAGE> 7
e. It acknowledges and agrees with Seller's and Assignor's
Declarations I.N., I.O. and I.R. herein.
f. It is in its main interest and it wishes and is willing to
purchase from Seller the Assets and become the assignee of the rights and
obligations to the Publicity Agreements and the rights to the Trademarks and
become the assignee of Assignor's Rights and Obligations, pursuant to the terms
and conditions described herein.
g. Its representative has sufficient authority to bind it
pursuant to this Agreement as evidenced in the public instrument referred to in
Buyer's Declaration II.A., which authority has not been revoked or limited in
any manner whatsoever.
III. Outdoor declares through its representative that:
a. It is a corporation duly incorporated pursuant to the laws
of the State of Delaware, United States of America.
b. Its main corporate purpose is the installation, operation
and exploitation of outdoor advertisement in private properties, thus, it is an
expert in such industry.
c. It has the corporate authorizations needed to enter into
this Agreement, which authorization have not been revoked nor restricted in any
manner whatsoever.
d. The entering into this Agreement does not constitute any
violation of Outdoor's charter and by-laws nor any other agreement or
obligations assumed by Outdoor and its subsidiaries, and that the entering into
of this Agreement and the purchase of the Assets and the payment of the price
will not cause the breach or early termination of any obligation of Outdoor or
its subsidiaries, or will give right to third parties to claim a breach or early
termination of said agreements and obligations.
e. It acknowledges and agrees with Seller's and Assignor's
Declarations I.N. and I.O. herein.
f. Its representative has sufficient authority to bind it
pursuant to this Agreement, which authority has not been revoked or limited in
any manner whatsoever.
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<PAGE> 8
g. It agrees to become Buyer's joint obligor in the compliance
of each and every of Buyer's obligations set forth herein.
In view of the foregoing Declarations, the parties agree on
the following:
CLAUSES
FIRST. PURCHASE AND SALE OF ASSETS. Subject to the terms and
conditions described herein, Seller sells the Assets to Buyer, and Buyer
purchases the Assets, in the understanding that the Assets are transferred to
Buyer with everything that by fact and by right corresponds, free of all kinds
of liens and encumbrances.
Inasmuch as the Assets constitute an ongoing business, the
parties agree that the amount and quality of the Assets may differ as of the
date hereof to the Closing Date (as defined herein below), and that such
differences will not affect the covenants described in this Agreement nor the
price agreed to in Clause Fourth herein, provided said differences occur as a
result of Seller and Assignor carrying out their business in the ordinary form,
pursuant to past practices and notwithstanding the provision set forth in Clause
Third, paragraph 3. hereof.
SECOND. ASSIGNMENT OF RIGHTS AND OBLIGATIONS. Subject to the
terms and conditions described herein, Seller assigns to Buyer the rights and
obligations to the Publicity Agreements and the rights to the Trademarks, and
Assignor assigns to Buyer each and every one of the Rights and Obligations;
Buyer accepts the assignment on the understanding that: (i) the rights described
herein are assigned by Seller and Assignor, respectively, free of all kinds of
liens and encumbrances, and (ii) Buyer assumes only the obligations arising out
of or to be performed by same from and after the Closing Date (as defined herein
below).
THIRD. CONDITIONS PRECEDENT. The parties agree that the
validity and enforceability of the obligations described herein are subject to
the following conditions precedent:
1. The obtaining of a resolution by the Federal Competition
Commission in which said authority approves and agrees not to condition the
transactions described herein. For said purpose, the parties agree to notify
this transaction to such Commission within the next 2 (two) working days
following
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<PAGE> 9
the date of execution of this Agreement, and not to file any other unrelated
notification until such resolution is issued.
2. That as of the date in which the resolution of the Federal
Competition Commission referred to in paragraph 1. herein above is obtained, the
Asset Purchase and Assignment Agreement entered between Buyer and Vendor, S.A.
de C.V. becomes fully valid and enforceable.
3. That on the date the conditions precedent described in
paragraphs 1. and 2. herein above are met, no act has occurred that has reduced
the number of Structures by more than 10% (ten per cent) or that may reduce the
value in said percentage of the Assets or the Rights as allocated in EXHIBIT
"4.(B)".
The parties also agree that if by August 31, 1998 the
conditions precedent set forth above have not been met, this Agreement will be
extinguished with no liability for any of them.
The date in which the following conditions are met will be
hereinafter referred to as the "CLOSING DATE".
FOURTH. PRICE. Subject to the adjustments if any, performed as
set forth in Clause Sixth herein, the total price in which Seller sells and
Buyer purchases the Assets and in which Seller assigns the rights and
obligations to the Publicity Agreements and the rights to the Trademarks and the
Rights and Assignor assigns and Buyer becomes the assignee of such rights and
obligations, is the amount of US$21'875,000 (Twenty One Million Eight Hundred
and Seventy Five Thousand Dollars 00/100 Currency of the U.S.A.) (hereinafter
referred to as the "PRICE"), plus the corresponding value added tax.
Seller, Assignor and Buyer will agree before the Payment Date,
on a document containing Seller's corresponding Price and Assignor's
corresponding Price, that will be attached to this Agreement as EXHIBIT
"4.(A).". The Price allocation for the Assets, the rights of the Publicity
Agreements and the Trademarks and the Rights will be described in EXHIBIT
"4.(B)." of this Agreement. Such Price allocation must reflect the book value of
the Assets.
FIFTH. FORM OF PAYMENT. The Price will be paid by Buyer to
Seller and Assignor, respectively, pursuant to the terms of EXHIBIT "4.(A).",
within the next 5 (five) banking days in the city of New York following the
Closing Date, in dollars, currency of the United Sates of America, in one
installment, by means of a wire transfer for the total amount,
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<PAGE> 10
in immediately available funds to Seller's and Assignor's account previously
notified to Buyer either in the city of New York, U.S.A. or in Mexico.
SIXTH. PRICE ADJUSTMENT. Assignor and Buyer, agree that on the
date in which Seller and Assignor receive the payment of the Price (hereinafter
referred to as the "PAYMENT DATE"), or, for the purposes set forth in paragraph
2.b herein, within the 60 (sixty) calendar days following the Payment Date, the
Price will be adjusted, as follows:
1. The Price will be increased in an amount equal to any
advanced payments made by Assignor covering periods after the Payment Date
regarding: (i) rents, guarantees and bonds paid by Assignor in connection with
such Lease Agreements in force or which may be entered into after the execution
of this Agreement in the ordinary course of business, as long as said advance
payments cover periods after the Payment Date not exceeding 12 (twelve) months
counted as from the Payment Date; (ii) payments to suppliers; and (iii) premiums
in connection with the Insurance Policies.
2. The Price will reduced in the following amounts:
a) the amounts received by Seller and/or Assignor before the
Payment Date in connection with any agreement regarding the installation,
operation and exploitation of outdoor advertisement under which Seller and/or
Assignor receives payments, including the Publicity Agreements in force or which
may be entered into after the execution hereof, as long as said amounts
constitute advance payments for periods after the Payment Date; and
b) the amounts payable for electricity, telephone and
applicable services pending payment, covering periods prior to the Payment Date,
in the understanding that the calculation of such amounts will be based on the
amounts reflected on the past receipts corresponding to said term, in proportion
to the number of days which are not covered by such receipts up to the Payment
Date.
SEVENTH. ORDINARY COURSE OF BUSINESS; NOTICE OF CHANGE. During
the term between the date hereof and the Payment Date, Seller and Assignor agree
to safeguard, protect and manage the Assets, the rights to the Publicity
Agreements, the rights to the Trademarks and the Rights and operate, exploit and
keep its business in the ordinary course pursuant to past general practices.
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Seller and Assignor agree to immediately notify in writing
Buyer of any change in the ordinary business course and of the existence of any
event constituting or which may constitute a risk of loss or detriment of the
Assets, the rights to the Publicity Agreements, the rights to the Trademarks or
the Rights, as set forth in Clause Third paragraph 3.
EIGHTH. DELIVERY OF ASSETS, ELECTRIC ENERGY AGREEMENTS. Seller
will deliver and transfer the Assets at the Payment Date.
In connection with Assignor's offices located at Paricutin 316
Sur, Colonia Roma, Monterrey, Nuevo Leon, and the offices located at Eugenio
Garza Sada 2135 Second floor, Monterrey, Nuevo Leon, Assignor agrees to grant
the free use of such offices to Buyer for a term of 30 (thirty) calendar days as
from the Payment Date allowing Buyer to move the Assets and employees there
located; and in connection with the workshops of Assignor located at: (i)
Quintana Roo 1800, corner with 2 de abril, Colonia Nuevo Repueblo, Monterrey,
Nuevo Leon, and (ii) 5 de febrero 1713, Colonia Nuevo Repueblo, Monterrey, Nuevo
Leon, Assignor agrees to grant free use of said workshops to Buyer for a term of
60 (sixty) calendar days as from the Closing Date allowing Buyer to move the
Assets located there.
In the event Buyer fails to move from the offices or workshops
above-mentioned, within the terms set forth therein, Buyer shall pay Assignor a
contractual penalty in the amount of Ps$50,000 (Fifty Thousand Pesos 00/100
Mexican Currency) per month.
Seller and Assignor, as appropriate, shall deliver to Buyer on
the Payment Date, one or more invoices covering with the Assets, the rights to
the Publicity Agreements, the rights to the Trademarks and the Rights,
describing the corresponding price allocation for each according to EXHIBIT
"4.(B).", which invoices shall be duly issued in Buyer's name pursuant to
applicable tax laws, together with any other transfer documents necessary to
grant Buyer valid title to said Assets and Rights. Seller and Assignor shall
also deliver to Buyer on the Payment Date a legal opinion from Sesma, Sesma &
McNeese, S.C., substantially in the form of EXHIBIT "8" hereof.
Seller and Assignor shall also deliver to Buyer on the Closing
Date all books, records and documents related to the Assets, the rights to the
Publicity Agreements, the rights to the Trademarks and the Rights, including (i)
all
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computerized records and other computerized media storage and the software used
in connection therewith; (ii) all technical documentation relating to the
Assets; and (iii) all documents and records relating to sales, purchase of
materials, supplies and services, dealings with suppliers, customers and
distributors, and all other existing documents and records related to Seller's
and Assignor's business.
Buyer agrees before Seller or Assignor, as appropriate, to
substitute the electric energy agreements ("Electricity Agreements") in
connection with the Assets.
Finally, the parties agree that Seller shall bear any expense
incurred for the delivery of the Assets.
NINTH. TERMINATION. In the event Buyer fails to pay the Price
to Seller and Assignor within the 10 (ten) working days following the Closing
Date, the parties agree that Seller and Assignor may terminate this Agreement;
on the understanding that such termination will be automatic upon the lack of
payment of the Price, without the need of a court order or resolution, by means
of a written notice given to Buyer pursuant to the terms set forth in Clause
Twenty-Fourth of this Agreement.
In the event that the termination set forth above occurs,
Buyer agrees to pay Seller and Assignor as contractual penalty, the amount of
US$1,125,000 (One Million One Hundred and Twenty Five Thousand Dollars 00/100
Currency of the U.S.A.), within the 5 (five) calendar days following the date in
which the termination occurs.
TENTH. NOTICES OF ASSIGNMENT. Buyer agrees to give notice, in
writing and at its own expense to each of the lessors under the Lease
Agreements, in connection with Assignor's assignment to Buyer of the Rights and
Obligations under this Agreement. Buyer agrees to deliver Assignor copy of the
notices delivered pursuant to this Clause.
Any claim, demand, or litigation in connection with the Lease
Agreements, the Publicity Agreements, the Electricity Agreements and any other
Agreement assigned to Buyer as set forth in this Agreements (hereinafter for the
purposes of this Clause, collectively referred to as the "AGREEMENTS") as from
the Payment Date will be the exclusive responsibility of Buyer. Therefore, Buyer
agrees to comply with each and all obligations provided for in the Agreements as
from the Payment Date. Buyer agrees to indemnify and hold harmless Seller and/or
Assignor of any loss or damage that may occur as a result of Buyer's default of
its obligations under
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the Agreements after the Payment Date, as well as from the assignment of the
rights and obligations pursuant to said Agreements as provided herein, or due to
the fact that the notices described herein above do not comply with the
corresponding requisites and formalities.
Seller and Assignor agree to indemnify and hold harmless Buyer
of any loss or damage that may occur as a result of Seller's or Assignor's
default of its obligations under the Agreements before the Payment Date; on the
understanding that Seller and/or Assignor will only be responsible for such
losses and damages that: (i) occur to Buyer between the date hereof and June 4,
2000, and (ii) exceed the amount of US$250,000 (Two Hundred and Fifty Thousand
Dollars 00/100 Currency of the U.S.A.). For such purposes Buyer will notify
Seller and/or Assignor of any lawsuit in connection thereof and will cooperate
with Assignor in the defense of same.
ELEVENTH. INDEMNITY FOR EVICTION, HIDDEN DEFECTS. Seller
agrees to indemnify Buyer in case of eviction (saneamianto para el caso de
eviccion) pursuant to the applicable laws.
The parties agree that the Assets are purchased by Buyer "as
is", therefore, Seller will not be liable for the quality of the Assets nor for
any hidden defects.
TWELFTH. THIRD PARTY CLAIMS. The parties agree to notify each
other of any act or event affecting the provisions of this Agreement, including
any act or claim by a third party in connection with Seller, Assignor or Buyer
or otherwise, as well as any lawsuit or procedure filed in connection with this
Agreement, the Assets or the Rights, or any other act or agreement related with
same. The corresponding notice shall be made in writing by the party which first
has knowledge of the acts above-mentioned, precisely within the next 3 (three)
working days following the date in which said party had knowledge of any of such
acts.
THIRTEENTH. ASSIGNMENT. The parties agree that they shall not
assign by any means the rights and obligations provided for herein, without the
previous and written consent of the other party.
FOURTEENTH. NON COMPETITION COVENANT. During a term of 5
(five) year term counted as from the Closing Date, each of Seller and Assignor,
not to compete in Mexico directly or indirectly with Buyer in the installation,
operation and exploitation of outdoor advertisement billboards, including
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billboards located in structures or walls in private properties, in public
transportation (including buses, taxi cabs, the subway system and trains) and
freight vehicles, in urban furniture including bus stop structures, benches and
mail boxes, or in any other kind of structures and urban furniture on streets
(hereinafter referred to as the "BUSINESS"). Furthermore, Seller and Assignor
agree that during such term they will abstain from performing or having an
equity interest in or in any other way having a commercial relationship with any
company or business which purpose is the Business, nor will they become tenders,
directly or indirectly, of any company or business in connection with the
Business, if the corresponding debts may be capitalized or substituted for
shares or equity.
The obligations set forth herein above exclude (i) publicity
in stadiums, sports arenas, theaters and related areas for the performance of
shows owned, leased or operated by Seller or Assignor or their respective
subsidiaries; (ii) the installation in locations owned, leased or operated by
Seller or Assignor or their respective subsidiaries, of signs containing the
trade names or trademarks of the businesses located therein; (iii) the use of 3
(three) structures located in the property in which the newspaper "El Diario de
Monterrey" is, located in Eugenio Garza Sada 2245 Sur, Colonia Roma, Monterrey,
Nuevo Leon, as long as such structures are used only to advertise products and
services related to Seller's, Assignor's or their respective subsidiaries'
business; and (iv) the performance by Seller or Assignor as regards, as agents
of third parties in the rendering of services during the normal course of their
operations.
In the event that Seller or Assignor directly or indirectly
breach the obligations set forth herein, the breaching party shall pay Buyer a
penalty in the amount of US$5,000,000 (Five Million Dollars 00/100 Currency of
the U.S.A.).
In the event of a default to the non-competition obligations,
Buyer shall notify in writing any such default to the defaulting party and will
grant such party a 5 (five) day term to cure such default and to stop competing
immediately; on the understanding that if said default is not cured in the term
set forth herein, the party in default will immediately pay Buyer the penalty
above-mentioned.
FIFTEENTH. JOINT OBLIGOR. Outdoor will act as Buyer's joint
obligor for each and every one of Buyer's obligations hereunder.
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SIXTEENTH. CONFIDENTIALITY. Seller, Assignor and Mr. Francisco
Antonio Gonzalez Sanchez agree that for a term of 18 (eighteen) months counted
as of the date hereof, agree to keep confidential and in strict secret and cause
their shareholders, consultants, advisors, officers and employees to keep
confidential and in strict secret, all the documents, materials and information
directly or indirectly related to the Lease Agreements and the Publicity
Agreements, including lessors and clients names and the amount of rents and
prices, and agrees not to use them for its own benefit or for the benefit of a
third party, publish, reveal or copy or allow any individual or entity to use,
publish, reveal or copy said documents, materials and information without
Buyer's previous written consent. The documents, materials and information
described herein will be considered as trade and industrial secrets for the
purposes of the applicable provision of the Mexican Industrial Property Law. The
provision set forth herein above will not apply to those documents, materials
and information that are or may turn out to be of public domain not caused by
Buyer, Seller, Assignor or Mr. Francisco A. Gonzalez Sanchez or that may be
revealed by means of a court order.
SEVENTEENTH. PARTIES' ADDITIONAL OBLIGATIONS. (A) Seller and
Assignor agree to use their best efforts to cause their subsidiaries having
publicity in the Structures described in EXHIBIT "I.L.(B)" to execute arms
length publicity agreements as appropriate.
(B) Seller and Assignor agree to use their best efforts to
cause third parties in which properties Structures are located as describe in
EXHIBIT "I.G." to execute arms length lease agreements as appropriate. In the
event Seller and Assignor can not cause such third parties to enter into said
lease agreements with Buyer within a term of 60 (sixty) calendar days as from
the Closing Date, Buyer agrees to remove from said properties the corresponding
Structures, within a term of 30 (thirty) calendar days from the date Buyer
receives written notification of said third parties' decision.
(C) Buyer agrees to enter into as beneficiary, the Comodato
Agreements, and Assignor agrees to enter into or cause the third parties owners
of the real estate described in EXHIBIT "L.S.(A)." enter into as assignors, the
Comodato Agreements before or at the Closing Date. Furthermore, Buyer or the
individual or entity same designates as substitute employer, and Assignor as
substituted employer, agree to enter into before or at the Closing Date, the
Employer Substitution Agreement.
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(D) Between the date of execution of this Agreement and the
Payment Date, Seller, Assignor and Buyer agree to cooperate in good faith so
that if the conditions precedent described in Clause Third herein are met, the
transmission of the Assets, Rights and Obligations is performed in orderly and
timely manner, without a negative impact to Seller's and Assignor's and
therefore Buyer's ordinary course of business, and specifically not to impact
Seller's , Assignor's and Buyer's relationships with clients, suppliers and
lessors. For this purposes and during such term, Buyer will send to Mexico, at
its own expense, several of its officers and employees with the purpose of
continuing the review of the documents relating to Seller's and Assignor's
Business and to keep working jointly with Seller's and Assignor's officers and
employees to accomplish said transition, causing such officers and employees to
keep strict confidentiality in connection with the information and documents
delivered by Seller and Assignor as set forth herein.
EIGHTEENTH. INDEMNIFICATION. The parties agree to indemnify
each other and hold each other harmless of any kind of claim, lawsuit, costs,
expenses (including reasonable attorneys' fees), damages and/or losses arising
from any misrepresentation hereof that may cause a substantial negative impact
or default to their obligations as set forth in this Agreement.
NINETEENTH. EXPENSES. Except for anything to the contrary
herein, the parties agree that they will each bear their own expenses incurred
in connection with this Agreement and the transactions described herein.
TWENTIETH. TAXES. The parties agree than any tax levied over
the transactions described herein will be paid by the corresponding party
pursuant to applicable law.
TWENTY-FIRST. AMENDMENTS. Any amendment to the terms and
conditions herein, will be made in writing signed by the parties hereto.
TWENTY-SECOND. EXHIBITS. The Exhibits described in this
Agreement are integral part of same. Such Exhibits are the following:
<TABLE>
<CAPTION>
<S> <C>
Exhibit "I.c." List of Movable Goods
Exhibit "I.d." Liens and encumbrances in connection with the
Assets
Exhibit "I.e." Lawsuits, claims or investigations in
connection with the Assets
Exhibit "I.g." List of Structures located in third
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
parties' properties with no lease
agreement nor consideration
Exhibit "I.h." List of Insurance Policies
Exhibit "I.i" List of Publicity Agreements
Exhibit "I.j." List of Lease Agreements
Exhibit "I.j.(b)" Copy of the Pegaso Agreement
Exhibit "I.j.(c)" Copy of the XHAW Agreement
Exhibit "I.k. Default to the Lease Agreements and the
Publicity Agreements
Exhibit "I.l.(a)" List of agreements with related parties
Exhibit "I.l.(b)" List of Structures with related parties'
publicity without Publicity Agreements nor
consideration
Exhibit "I.m.(a)" Description of Trademarks
Exhibit "I.m.(b)" Description of Software
Exhibit "I.p.(a)" List of Structures describing permits,
licenses and authorizations.
Exhibit "I.P.(b)" List of leased Structures owned by third
parties
Exhibit "I.s.(a)" Lease Agreements in which real estate are
owned by related parties and in which a free
use will be granted
Exhibit "I.s.(b)" Format of Comodato Agreement
Exhibit "I.t." Format of Employer Substitution Agreement
Exhibit "I.u." Assignor's financial statements dated December
31, 1997
Exhibit "4.(a)." Price corresponding to Seller and Price
corresponding to Assignor
Exhibit "4" Assets and Rights Price allocation
Exhibit "8" Form of legal opinion from Sesma, Sesma &
McNeese, S.C.
</TABLE>
TWENTY-THIRD. NOTICES. All notices that the parties wish to
make or which must be made in connection with this Agreement, must be in writing
and each party should obtain evidence that the notice was received by the other
party. For that purpose and until further a notice of a new address is made, the
parties state as their addresses the following:
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"SELLER"
Multimedios Estrella de Oro, S.A. de C.V.
Paricutin 316, Sur
Colonia Roma
Monterrey, Nuevo Leon
Attention: Mr. Francisco A. Gonzalez Sanchez
Phone No.: (8) 358-7086
Facsimile: (8) 358-4448
ASSIGNOR
MM Billboard, S.A. de C.V.
Paricutin 316, Sur
Colonia Roma
Monterrey, Nuevo Leon
Attention: Mr. Francisco A. Gonzalez Sanchez
Phone No.: (8) 358-7086
Facsimile: (8) 358-4448
FRANCISCO ANTONIO GONZALEZ SANCHEZ
Paricutin 316, Sur
Colonia Roma
Monterrey, Nuevo Leon
Attention: Mr. Francisco A. Gonzalez Sanchez
Phone No.: (8) 358-7086
Facsimile: (8) 358-4448
WITH A COPY TO:
Sesma, Sesma & McNeese
Idaho No. 14
Col. Napoles
03810 Mexico, D.F.
Attention: Mr. Carlos Sesma
Phone No.: (525) 687-0909
Facsimile: (525) 687-0563
"BUYER"
Outdoor Systems Mexico, S.A. de C.V.
Paseo de los Tamarindos 400
Torre B, Piso 8
Bosques de las Lomas
Mexico, D.F. 05120
Attention: Mr. Jorge Cervantes Trejo
Phone No.: (525) 267-4500
Facsimile: (525) 267-5498
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WITH A COPY TO:
Outdoor Systems, Inc.
2502 Black Canyon Highway
Phoenix, Arizona 85009
Attention: Mr. Arturo Moreno
Phone No.: (602) 248-8181
Facsimile: (602) 433-2482
Jauregui, Navarrete, Nader y Rojas, S.C.
Paseo de los Tamarindos 400
Torre B, Piso 8
Bosques de las Lomas
Mexico, D.F. 05120
Attention: Mr. Miguel Jauregui Rojas
Phone No.: (525) 267-4500
Facsimile: (525) 267-5498
TWENTY-FOURTH. APPLICABLE LAW. The parties agree that this
Agreement will be governed by the laws of the State of Nuevo Leon, Mexico.
TWENTY-FIFTH. JURISDICTION. For the performance and
enforcement of this Agreement the parties expressly submit to the jurisdiction
of the competent courts located in Monterrey, Nuevo Leon, Mexico expressly
waiving their rights to any other jurisdiction that may apply to them by reason
of their present or future domiciles or for any other reason.
The parties, acknowledging the terms and legal conditions of
each and every Declaration and Clause of this Asset Purchase and Assignment
Agreement, have caused its execution in four copies in the city of Mexico,
Federal District, on June 4, 1998.
"SELLER" "ASSIGNOR"
Multimedios Estrella de MM Billboard, S.A. de C.V.
Oro, S.A. de C.V.
By: (Signed) By: (Signed)
-------------------------- --------------------------------
Name: Francisco A. Gonzalez Name: Francisco A. Gonzalez
Title: Attorney-in-fact Title: Attorney-in-fact
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"BUYER" "OUTDOOR"
Outdoor Systems Mexico Outdoor Systems, Inc.
S.A. de C.V. As Buyer's Joint Obligor
By: (Signed) By: (Signed)
-------------------------- --------------------------------
Name: Jorge Cervantes Name: Arturo Moreno
Title: Attorney-in-fact Title: CEO
"FRANCISCO A. GONZALEZ"
For the purposes of Clause
Sixteenth
(Signed)
- -----------------------------
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CERTIFICATE OF SECRETARY
OF
OUTDOOR SYSTEMS, INC.
I hereby certify that Outdoor Systems, Inc. has taken reasonable
measures to ensure that the English translation of the Asset Purchase and
Assignment Agreement, dated June 4, 1998, to which this Certificate is attached,
is a fair and accurate English translation of the original Spanish language
document.
Dated: July 16, 1998
/s/ Bill M. Beverage
----------------------------------------
Bill M. Beverage
Secretary of Outdoor Systems, Inc.
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