EXHIBIT 2.4
AMENDMENT NO. 1 TO
STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT, dated as of July 15,
1999, is among INFINITY BROADCASTING CORPORATION, a Delaware corporation
("INFINITY"), XXXXXX INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited
partnership, BRN PROPERTIES LIMITED PARTNERSHIP, an Arizona limited partnership,
Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx (each a "STOCKHOLDER",
and collectively, the "STOCKHOLDERS").
WHEREAS, the parties have entered into the Stockholders Agreement,
dated May 27, 1999, providing for certain matters with respect to the shares of
stock of Outdoor Systems, Inc. held by the Stockholders (the "ORIGINAL
AGREEMENT"); and
WHEREAS, the parties wish to amend the Original Agreement, upon the
terms and subject to the conditions herein.
NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements therein contained, the
parties hereby agree, in accordance with Section 11(d) of the Original
Agreement, as follows:
1. AMENDMENTS TO ORIGINAL AGREEMENT. Section 4(i) of the Original
Agreement is hereby amended to read in its entirety as follows:
(a) RESTRICTION ON TRANSFER OF SHARES OF INFINITY COMMON STOCK. Each
Stockholder agrees that Xxxxxxx X. Xxxxxx and Xxxxxx Investments Limited
Partnership, as a group (the "XXXXXX GROUP"), and Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxx, and BRN Properties Limited Partnership, as a group (the "XXXXXX GROUP"),
will not effect any Disposition of an aggregate number of shares of Infinity
Common Stock received by such Stockholder (x) in the Merger or (y) following the
Effective Time, upon the exercise or payment of OSI Stock Options assumed by
Infinity pursuant to the Merger Agreement (such shares are collectively referred
to as the "RESTRICTED SHARES"), in excess of:
(i) during the first year following the Effective Time,
Restricted Shares having a fair market value measured at the time of
sale not to exceed $100 million in the aggregate by the Xxxxxx Group
and $100 million in the aggregate by the Xxxxxx Group; and
(ii) during the second year following the Effective Time, a
number of Restricted Shares equal to, for each of the Xxxxxx Group and
the Xxxxxx Group, the sum of (A) 50% of the total number of Restricted
Shares held or purchasable upon the exercise or payment of OSI Stock
Options on the first anniversary of the Effective Time, plus (B)
Restricted Shares having a fair market value not to exceed $100
million, less the aggregate fair market value measured at the time of
sale of Restricted Shares sold pursuant to clause (i) of this Section
4(i).
Notwithstanding clauses (i) and (ii) of this 4(i) and in addition to
any Dispositions in accordance with said clauses (i) and (ii):
(x) The Xxxxxx Group may effect Dispositions of additional
Restricted Shares as security for borrowing or margin loans from
commercial lenders or broker-dealers up to a maximum number of
Restricted Shares with a fair market value which, when added to the
then fair market value of other Restricted Shares pledged or encumbered
after the Effective Time in connection with similar borrowings or
margin loans, will not exceed $125 million; and
(y) The Xxxxxx Group may effect Dispositions of additional
Restricted Shares as security for borrowings or margin loans from
commercial lenders or broker-dealers up to a maximum number of
Restricted Shares with a fair market value which, when added to the
then fair market value of other Restricted Shares pledged or encumbered
after the Effective Time in connection with similar borrowings or
margin loans, will not exceed $100 million.
The parties hereto agree that all restrictions on Dispositions under
this Agreement shall terminate on the second anniversary of the Effective Time.
(b) RELIANCE BY INFINITY AND BURMA ACQUISITION. Each Stockholder
understands and acknowledges that Infinity and Burma Acquisition are entering
into the Merger Agreement in reliance upon such Stockholder's execution and
delivery of this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF INFINITY. Infinity hereby
represents and warrants to each Stockholder that Infinity has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement. The execution, delivery and performance of this Agreement
by Infinity will not violate any other material agreement to which Infinity is a
party. In addition, the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby (i) have been duly
authorized by the board of directors of Infinity and (ii) do not and will not
violate any provision of the certificate of incorporation or by-laws of
Infinity. This Agreement has been duly and validly executed and delivered by
Infinity and constitutes a valid and binding agreement of Infinity, enforceable
against it in accordance with its terms.
3. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
4. TERMINATION. The covenants and agreements contained herein shall
terminate (i) in the event the Merger Agreement is terminated in accordance with
its
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terms, upon such termination and (ii) in the event the Merger is consummated, at
the Effective Time, except that the provisions of Section 4(i) hereof shall
survive any such termination, PROVIDED, in each case, that the provisions of
Section 10 hereof shall survive any termination of this Agreement, and PROVIDED,
FURTHER, that no termination of this Agreement shall relieve any party of
liability for a breach hereof.
5. STOCKHOLDER CAPACITY. No person executing this Agreement who is or
becomes during the term hereof a director or officer of OSI makes any agreement
or understanding herein in his or her capacity as such director or officer. Each
Stockholder signs solely in his or her capacity as the record or beneficial
owner of, or the trustee of a trust whose beneficiaries are the beneficial
owners of, such Stockholder's Owned Shares, and as the beneficiary of
contractual rights with respect to the M-K Link Shares.
6. CONFIRMATION. Except as amended by this Amendment No. 1, the
Original Agreement shall remain in full force and effect.
7. INSTRUMENTS TO BE READ TOGETHER. This Amendment No. 1 shall form a
part of the Original Agreement for all purposes and the Original Agreement and
this Amendment No. 1 shall henceforth be read together.
8. COUNTERPARTS. This Amendment No. 1 may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Infinity and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
INFINITY BROADCASTING CORPORATION
By: /s/ Fand Suleman
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Name: Fand Suleman
Title: Executive Vice President, Chief Financial
Officer and Treasurer
STOCKHOLDERS
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
XXXXXX INVESTMENTS LIMITED PARTNERSHIP
By: Xxxxxxx X. Xxxxxx, Its Sole
General Partner
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx
BRN PROPERTIES LIMITED PARTNERSHIP
By: Xxxxxx X. Xxxxxx, Its Sole
General Partner
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
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