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EXHIBIT 2.7
FIRST SUPPLEMENTAL INDENTURE TO 1997 INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 1997 (the "First
Supplemental Indenture"), to the 1997 Indenture (as defined below), among
OUTDOOR SYSTEMS, INC., a Delaware corporation (the "Company"), the Guarantors
(as defined in the 1997 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 1997
Indenture, the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued its 8-7/8% Senior Subordinated Notes due
2007 (the "Securities") in the aggregate principal amount of $500,000,000 under
and pursuant to the Indenture, dated as of June 23, 1997 (the "1997 Indenture")
among the Company, the Guarantors named therein and the Trustee; and
WHEREAS, each of the Additional Guarantors has become a Restricted
Subsidiary and pursuant to Section 4.21 of the 1997 Indenture is obligated to
enter into this First Supplemental Indenture, and thereby become a Guarantor (as
defined in the 1997 Indenture) as provided in Article X of the 1997 Indenture;
and
WHEREAS, pursuant to Section 8.01(4) of the 1997 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
1997 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 1997 Indenture, and except as modified, amended and supplemented by
this First Supplemental Indenture, the provisions of the 1997 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 1997 Indenture shall have the
same meanings, respectively, in this First Supplemental Indenture as such terms
are given in said Section 1.01 of the 1997 Indenture.
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ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 10.04 of the 1997
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 1997
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 1997 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 1997 Indenture. All provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the 1997 Indenture; and the 1997 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/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board
ATTEST:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Secretary
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.
OS BUS, INC.
OUTDOOR SYSTEMS (NEW YORK), INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board
ATTEST:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Secretary
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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ADDITIONAL GUARANTORS:
ATLANTA BUS SHELTERS
BY: OUTDOOR SYSTEMS, INC.,
GENERAL PARTNER
NATIONAL ADVERTISING COMPANY
PACIFIC CONNECTION, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board
ATTEST:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Agent
ATTEST:
/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Agent
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SCHEDULE A
ADDITIONAL GUARANTORS
Name Date
---- ----
Atlanta Bus, Shelters, a Georgia general partnership September 30, 1997
National Advertising Company, a Delaware corporation September 30, 1997
Pacific Connection, Inc., a Delaware corporation September 30, 1997
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