June 2, 1997 ALEX. BROWN & SONS INCORPORATED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CIBC WOOD GUNDY SECURITIES CORP. MONTGOMERY SECURITIES PRUDENTIAL SECURITIES INCORPORATED c/o ALEX. BROWN & SONS INCORPORATED 1 South Street Baltimore,...Outdoor Systems Inc • June 4th, 1997 • Services-advertising
EXHIBIT 10.61 STOCK PURCHASE AGREEMENT dated as of November 7, 1997Stock Purchase Agreement • March 19th, 1998 • Outdoor Systems Inc • Services-advertising • California
INDENTUREIndenture • October 17th, 1996 • Outdoor Systems Inc • Services-advertising • New York
2 3 with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby...Voting Agreement • June 3rd, 1999 • Outdoor Systems Inc • Services-advertising • New York
RECITALSStock Purchase Agreement • May 27th, 1997 • Outdoor Systems Inc • Services-advertising • New York
AND GRTP, LTD.Asset Purchase Agreement • May 21st, 1997 • Outdoor Systems Inc • Services-advertising • Texas
INDENTUREOutdoor Systems Inc • July 9th, 1997 • Services-advertising • New York
FOURTH AMENDMENT FOURTH AMENDMENT, dated as of December 15, 1998 (this "Fourth Amendment"), to the Fifth Amended and Restated Credit Agreement, dated as of August 15, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit...Outdoor Systems Inc • March 19th, 1999 • Services-advertising • New York
i 3 5. COVENANTS OF SELLER...................................................12 5.1 Access and Investigation........................................12 5.2 Operation of the Purchased Assets...............................12 5.3 Negative...Asset Purchase Agreement • May 11th, 1998 • Outdoor Systems Inc • Services-advertising • Pennsylvania
ANDAsset Purchase Agreement • March 19th, 1998 • Outdoor Systems Inc • Services-advertising • California
by and amongStock Purchase Agreement • May 2nd, 1997 • Outdoor Systems Inc • Services-advertising • New York
2 3 IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 1 to Agreement and Plan of Merger to be duly executed on its behalf as of the day and year first written above.Agreement and Plan of Merger • June 24th, 1999 • Outdoor Systems Inc • Services-advertising
INDENTUREIndenture • October 4th, 1996 • Outdoor Systems Inc • Services-advertising • Arizona
2 - 3 subsidiaries of the Company; the Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of their jurisdiction of organization, with corporate power and authority to own or lease their...Underwriting Agreement • May 27th, 1997 • Outdoor Systems Inc • Services-advertising • Maryland
OUTDOOR SYSTEMS, INC. $240,000,000 93/8% Senior Subordinated Notes due 2006Outdoor Systems Inc • October 17th, 1996 • Services-advertising • New York
RECITALSAgreement and Plan of Merger • May 20th, 1998 • Outdoor Systems Inc • Services-advertising • Florida
2 3 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers. OUTDOOR SYSTEMS, INC. By: /s/ William S. Levine ------------------------------------- By: /s/ Bill M. Beverage...Outdoor Systems Inc • October 3rd, 1997 • Services-advertising • Arizona
Section 1.02. Definitions. Unless the context shall otherwise require, all terms which are defined in Section 1.01 of the Indenture shall have the same meanings, respectively, in this First Supplemental Indenture as such terms are given in said...First Supplemental Indenture • October 3rd, 1997 • Outdoor Systems Inc • Services-advertising • New York
1 EXHIBIT 99.3 FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 1997 • Outdoor Systems Inc • Services-advertising • New York
OUTDOOR SYSTEMS, INC. $150,000,000 [ ]% Senior Subordinated Notes due 2006 UNDERWRITING AGREEMENTOutdoor Systems Inc • October 4th, 1996 • Services-advertising • New York
2.4 Increase of Revolving Credit Commitments. (a) The Company may from time to time, by notice to the US Administrative Agent, request that the US Revolving Credit Commitments and/or the Canadian Revolving Credit Commitments be increased on or prior...Outdoor Systems Inc • March 19th, 1999 • Services-advertising • New York
1 EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT Dated as of June 17, 1997Registration Rights Agreement • July 9th, 1997 • Outdoor Systems Inc • Services-advertising • New York
ANDAsset Purchase Agreement • May 21st, 1997 • Outdoor Systems Inc • Services-advertising • Delaware
2 3 (iv) (A) The term "Qualified Holder(s)" means any holder of Registrable Securities and any transferee of any such holder who or which has agreed in writing to be bound by the terms of this Agreement and (i) has succeeded to the interest of such...Registration Rights Agreement • June 3rd, 1999 • Outdoor Systems Inc • Services-advertising • New York
W I T N E S S E T H: WHEREAS, the Borrowers, the Lenders and the Agents are parties to the Credit Agreement; andSecond Amendment • May 21st, 1997 • Outdoor Systems Inc • Services-advertising • New York
3 4 compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of any applicable organizational documents applicable to such Stockholder, (B) result in a violation or breach of, or constitute (with...Stockholders Agreement • June 3rd, 1999 • Outdoor Systems Inc • Services-advertising • New York
OUTDOOR SYSTEMS, INC. $500,000,000 8 7/8% Senior Subordinated Notes due 2007Outdoor Systems Inc • July 9th, 1997 • Services-advertising • New York
DECLARATIONSStock Purchase Agreement • July 16th, 1998 • Outdoor Systems Inc • Services-advertising
Section 1.02. Definitions. Unless the context shall otherwise require, all terms which are defined in Section 1.01 of the 1996 Indenture shall have the same meanings, respectively, in this Second Supplemental Indenture as such terms are given in said...Outdoor Systems Inc • October 3rd, 1997 • Services-advertising • New York
W I T N E S S E T H:Outdoor Systems Inc • March 19th, 1999 • Services-advertising • New York
W I T N E S S E T H:Assumption and Amendment Agreement • May 11th, 1998 • Outdoor Systems Inc • Services-advertising • New York
CONFORMED COPY AGREEMENT OF PURCHASE AND SALE Dated as of April 30, 1997 by and between MINNESOTA MINING AND MANUFACTURING COMPANY,Agreement of Purchase and Sale • May 2nd, 1997 • Outdoor Systems Inc • Services-advertising • Minnesota
JOINT VENTURE ASSET PURCHASE AGREEMENTJoint Venture Asset Purchase Agreement • May 2nd, 1997 • Outdoor Systems Inc • Services-advertising • Texas
W I T N E S S E T H:Outdoor Systems Inc • March 19th, 1998 • Services-advertising • New York
FIFTH AMENDMENT FIFTH AMENDMENT, dated as of February 3, 1999 (this "Fifth Amendment"), to the Fifth Amended and Restated Credit Agreement, dated as of August 15, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit...Outdoor Systems Inc • March 19th, 1999 • Services-advertising • New York
