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EXHIBIT 2.3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 1997 (the "First
Supplemental Indenture"), to the Indenture (as defined below), among OUTDOOR
SYSTEMS, INC., a Delaware corporation (the "Company"), the Guarantors (as
defined in the Indenture), each of the Subsidiaries of the Company listed on
Schedule A annexed hereto (collectively, the "Additional Guarantors") and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee (together with any
successor trustee appointed in accordance with the terms of the Indenture, the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued its 9-3/8% Senior Subordinated Notes due
2006 (the "Securities") in the aggregate principal amount of $250,000,000 under
and pursuant to the Indenture, dated as of October 15, 1996 (the "Indenture")
among the Company, the Guarantors listed therein and the Trustee; and
WHEREAS, each of the Additional Guarantors has become a Restricted
Subsidiary and pursuant to Section 4.21 of the Indenture is obligated to enter
into this First Supplemental Indenture, and thereby become a Guarantor (as
defined in the Indenture) as provided in Article X of the Indenture; and
WHEREAS, pursuant to Section 8.01(4) of the Indenture, the Company, the
Guarantors, the Additional Guarantors and the Trustee may enter into this First
Supplemental Indenture without the consent of any Holder; and
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this First Supplemental Indenture pursuant to the
Indenture and all other documents relating to the Securities have been obtained
and given;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. First Supplemental Indenture. This First Supplemental
Indenture is supplemental to, and is entered into in accordance with Section
8.01 of, the Indenture, and except as modified, amended and supplemented by this
First Supplemental Indenture, the provisions of the Indenture are in all
respects ratified and confirmed and shall remain in full force and effect.
Section 1.02. Definitions. Unless the context shall otherwise require, all
terms which are defined in Section 1.01 of the Indenture shall have the same
meanings, respectively, in this First Supplemental Indenture as such terms are
given in said Section 1.01 of the Indenture.
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ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 10.04 of the
Indenture, each of the Additional Guarantors (as defined in the Preamble of this
First Supplemental Indenture) hereby expressly assumes the obligations of, and
otherwise agrees to perform all of the duties of, a Guarantor under the
Indenture, subject to the terms and conditions thereof, as of the date set forth
opposite the name of such Additional Guarantor on Schedule A hereto.
ARTICLE III.
Section 3.01. Effective Date. This First Supplemental Indenture shall
become effective upon execution and delivery hereof.
Section 3.02. Counterparts. This First Supplemental Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 3.03. Acceptance. The Trustee accepts the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this First Supplemental Indenture or the due
execution by the Company, the Guarantors or the Additional Guarantors, or for or
in respect of the recitals contained herein, all of which are made by the
Company solely.
Section 3.04. Successors and Assigns. All covenants and agreements in this
First Supplemental Indenture by the Company, the Guarantors, the Additional
Guarantors or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.
Section 3.05. Severability. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.06. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York, without regard to conflicts of laws provisions thereof.
Section 3.07. Incorporation into Indenture. All provisions of this First
Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture; and the Indenture, as amended and supplemented by this First
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, all as of the date first above written.
OUTDOOR SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President/CEO
ATTEST:
/s/ Xxxx X. Beverage
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Xxxx X. Beverage
Secretary/CFO
GUARANTORS:
OUTDOOR SYSTEMS PAINTING, INC.
OS ADVERTISING OF TEXAS PAINTING, INC.
OS BASELINE, INC.
DECADE COMMUNICATIONS GROUP, INC.
BENCH ADVERTISING COMPANY OF
COLORADO, INC.
NEW YORK SUBWAYS ADVERTISING CO.,
INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
President/CEO
ATTEST:
/s/ Xxxx X. Beverage
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Xxxx X. Beverage
Secretary/CFO
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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ADDITIONAL GUARANTORS:
OS BUS, INC.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
President/CEO
ATTEST:
/s/ Xxxx X. Beverage
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Xxxx X. Beverage
Secretary/CFO
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Agent
ATTEST:
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Name:
Title:
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SCHEDULE A
ADDITIONAL GUARANTORS
Name Date
---- ----
OS Bus, Inc., a Georgia corporation June 19, 1997
Outdoor Systems (New York), Inc., a New York corporation June 19, 1997
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