EXHIBIT 10.8
AMENDMENT TO OPTION EXCHANGE AGREEMENT
AMENDMENT to OPTION EXCHANGE AGREEMENT, dated July 26, 1996 (the
"Amendment") between Universal Outdoor, Inc., an Illinois corporation ("UOI"),
Universal Outdoor Holdings, Inc., a Delaware corporation ("Holdings"), Xxxxxxx
X. Xxxxx (the "Optionee"), Xxxxxx X. Xxxxx ("Xx. Xxxxx") and Xxxxx X. Xxxxxxx
("Xx. Xxxxxxx") amending that certain Option Exchange Agreement dated November
18, 1993 (the "Agreement") between UOI, Universal Outdoor II Holding Company, a
predecessor of Holdings, and the Optionee.
WHEREAS, certain options to purchase Common Stock of Holdings were granted
to the Optionee pursuant to the Agreement;
WHEREAS, pursuant to the 1996 Warrant Plan of Holdings, Xx. Xxxxx and Xx.
Xxxxxxx received warrants exercisable for Common Stock of Holdings and, as
partial consideration for such warrants, Xx. Xxxxx and Xx. Xxxxxxx have agreed
to assume the obligation of Holdings to offer Common Stock to the Optionee
pursuant to the option to purchase Common Stock of Holdings granted to the
Optionee under the Agreement;
WHEREAS, the parties hereto desire to shift the obligation of Holdings to
offer Common Stock for purchase pursuant to the option granted to the Optionee
under the Agreement to Xx. Xxxxx and Xx. Xxxxxxx;
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
understandings herein contained, it is agreed by and between the parties as
follows:
1. DEFINITIONS.
Capitalized terms used herein and not defined have the
meanings ascribed to them in the Agreement.
2. AMENDMENT TO AGREEMENT.
This Amendment will be effective to amend the Agreement as to the parties
obligated to offer shares of Common Stock to the Optionee pursuant to the UHC
Option granted under the Agreement. Xx. Xxxxx and Xx. Xxxxxxx, pursuant to the
allocation described below in Section 3 hereof, hereby grant to the Optionee the
right, privilege, and option (the "Holdings Option") to purchase shares of
Common Stock of Holdings in an amount and for the purchase price described in
the Agreement and pursuant to all other terms of the Agreement. Holdings
extinguishes the UHC Option in exchange for the Holdings Option.
3. ALLOCATION OF OPTIONEE'S HOLDINGS OPTION BETWEEN XX. XXXXX AND XX. XXXXXXX.
Upon the exercise of the Holdings Option by Optionee, the shares of Common
Stock of Holdings required to be offered to the Optionee in order to satisfy the
exercise of the Holdings Option will be contributed by Xx. Xxxxx and Xx. Xxxxxxx
on a pro rata basis consistent with their relative current ownership of shares
of Common Stock of Holdings with Xx. Xxxxx contributing 85% and Xx. Xxxxxxx
contributing 15% of the total number of shares of Common Stock needed to satisfy
Optionee's exercise of the Holdings Option. Similarly, the consideration to be
paid upon exercise of the Holdings Option will be distributed to Xx. Xxxxx and
Xx. Xxxxxxx with Xx. Xxxxx receiving 85% or $110,500 and Xx. Xxxxxxx receiving
15% or $19,500.
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4. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
Optionee hereby represents and warrants to Xx. Xxxxx and Xx. Xxxxxxx (a)
that the UHC Option being exchanged pursuant to the terms of this Amendment is
not subject to any lien, security interest or other encumbrance; (b) that the
Optionee has entered into this Amendment and has acquired any stock hereunder as
investment for his own account and not as nominee or for the benefit of any
other person or with the intent to resell the stock to any other person; and (c)
that the Optionee understands that any stock issued hereunder has not been
registered under the federal or state securities laws in reliance upon certain
exemptions, and that any shares acquired hereunder may not be transferred unless
those shares have been effectively registered which Holdings does not hereby
undertake to accomplish or Holdings shall have received the written opinion of
its counsel that registration is not required. Optionee agrees that this
Amendment shall be void if the foregoing representation is untrue at the time of
exercise.
4. INCORPORATION OF AGREEMENT.
All terms of the Agreement not directly modified by this Amendment are
hereby incorporated by reference herein with all references to the "UHC Option"
now referring to the Holdings Option granted in section 1 above. The parties
hereto acknowledge and agree that, upon the effectiveness of this Amendment, the
Agreement shall be amended by the Amendment and the terms of the Agreement shall
be superseded by the terms of the Amendment to the extent any terms of the
Amendment conflict with terms in the Agreement.
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5. BINDING EFFECT.
This Agreement shall be binding on the respective legal successors of the
parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
UNIVERSAL OUTDOOR, INC.
By:
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Name:
Title:
UNIVERSAL OUTDOOR HOLDINGS, INC.
By:
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Name:
Title:
XXXXXXX X. XXXXX
By:
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Xxxxxxx X. Xxxxx
XXXXXX X. XXXXX
By:
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Xxxxxx X. Xxxxx
XXXXX X. XXXXXXX
By:
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Xxxxx X. Xxxxxxx
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