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EXHIBIT 2.3
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
SECOND AMENDMENT (the "Second Amendment") dated as of September 30,
1998 by and among Xxxxx Advertising Company, a Delaware corporation ("Buyer"),
Outdoor Communications, Inc., a Delaware corporation (the "Company"), and each
of the stockholders of the Company (the "Stockholders").
WHEREAS Buyer, the Company and each of the Stockholders are parties to
that certain Stock Purchase Agreement dated as of August 10, 1998 as amended by
the First Amendment to Stock Purchase Agreement dated as of August 24, 1998
(the "Agreement"), pursuant to which each of the Stockholders has agreed to
sell to Buyer, and Buyer has agreed to purchase, all of the Company Securities
held by such Stockholder; and
WHEREAS Buyer, the Company and the Stockholders desire to amend the
Agreement to provide for payment for the Company Securities held by certain
Stockholders to be paid by the issuance of promissory notes by Buyer.
NOW, THEREFORE, for good and valuable consideration, the undersigned
hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
2. The Agreement is hereby amended, as of the effective date of
this Second Amendment, by inserting the following language after the phrase "in
Section 2.2" in the first line of Section 2.4(b):
", less amounts payable to each of Xxxx X Xxxxxxx XX, X.X. Xxxxxx and
Xxxxx X. Xxxxxx through the issuance of promissory notes in respect of
the Company Securities owned by them in accordance with the last
sentence of this subsection (b),"
3. The Agreement is hereby amended, as of the effective date of
this Second Amendment, by adding the following sentence to Section 2.4(b):
"Notwithstanding anything to the contrary in this Agreement, Buyer
shall deliver to each of Xxxx X Xxxxxxx XX, X.X. Xxxxxx and Xxxxx X.
Xxxxxx, as payment for the Company Securities owned by each such
individual, a promissory note, in the form attached hereto as Exhibit
B, in a principal amount equal to the amount set forth opposite such
person's name in Schedule 2.4 attached hereto."
4. Exhibit A to the Agreement is hereby amended, as of the
effective date of this Second Amendment, by deleting the number "1,030.31" set
forth in the Shares of Series A Preferred Stock column opposite the name of
Xxxxxx Xxxxxx and substituting therefor ",".
5. Buyer, the Company and the Stockholders hereby agree that
there shall be no adjustment to the purchase price payable to Stockholders for
capital expenditures and acquisitions by the Company between August 10, 1998
and the Closing Date.
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6. Section 7.5 is amended by adding at the end thereof the following:
", except that the Stockholder Note will be paid by issuance of a
promissory note in the form attached hereto as Exhibit B in the
principal amount of $2,000,000."
7. The effective date of this Second Amendment shall be the date
first set forth above.
8. As amended by this Second Amendment, the Agreement is in all
respects ratified and confirmed, and as so amended by this Second Amendment,
the Agreement shall be read, taken and construed as one and the same
instrument.
9. This Second Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.
10. This Second Amendment shall be governed in accordance with the
laws of the State of Delaware without regard to principles of conflicts of law.
[END OF TEXT]
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IN WITNESS WHEREOF the parties hereto have caused this Second
Amendment to be executed as of the date set forth above by their duly
authorized representatives.
BUYER:
XXXXX ADVERTISING COMPANY
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chief Financial Officer
COMPANY:
OUTDOOR COMMUNICATIONS, INC.
By: /s/ Xxxx X Xxxxxxx XX
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Xxxx X Xxxxxxx XX, Chairman
STOCKHOLDERS:
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, on behalf of each of
the Stockholders, on behalf of Media/
Communications Partners II Limited
Partnership in its capacity as a
Stockholders' Representative
By: /s/ Xxxx X Xxxxxxx XX
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Xxxx X Xxxxxxx XX, on behalf of each of
the Stockholders, in his capacity as a
Stockholders' Representative
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SCHEDULE 2.4
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Name Amount to be Paid Through Issuance
of a Note
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Xxxx X Xxxxxxx XX $22,803,673.00
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X.X. Xxxxxx 19,007,475.00
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Xxxxx X. Xxxxxx 1,196,178.00
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