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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as
of June 16, 1999, is among INFINITY BROADCASTING CORPORATION, a Delaware
corporation ("Infinity"), BURMA ACQUISITION CORP., a Delaware corporation and a
wholly owned subsidiary of Infinity ("Burma Acquisition"), and OUTDOOR SYSTEMS,
INC., a Delaware corporation ("OSI").
WHEREAS, the parties have entered into the Agreement and Plan
of Merger, dated as of May 27, 1999, providing for the merger of Burma
Acquisition into OSI, with OSI continuing as the surviving corporation (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 herein contained,
Infinity, Burma Acquisition and OSI hereby agree, in accordance with Section 7.6
of the Original Agreement, as follows:
1. Infinity Stockholder Approval. Section 4.3 of the Original
Agreement (Authority Relative to This Agreement) is hereby amended to read in
its entirety as follows:
"4.3 Authority Relative to This Agreement. Infinity and Burma
Acquisition have all necessary corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Boards of Directors of Infinity and Burma Acquisition, and by Infinity as the
sole stockholder of Burma Acquisition, and no other corporate proceedings on the
part of Infinity or Burma Acquisition are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby (other than, with respect
to the issuance of the Infinity Common Stock in the Merger (the "Share
Issuance"), the approval of such issuance by a majority of the votes cast by
holders of Infinity Common Stock and Class B Common Stock present in person or
by proxy at a meeting, voting as one class (the "Infinity Requisite Vote")).
This Agreement has been duly and validly executed and delivered by each of
Infinity and Burma Acquisition and constitutes a valid, legal and binding
agreement of each of Infinity and Burma Acquisition, enforceable against
Infinity and Burma Acquisition, respectively, in accordance with its terms."
2. Permitted Stock Repurchases by Infinity. Section 5.2(c) of
the Original Agreement (Conduct of Business of Infinity) is hereby amended to
insert the following phrase at the end thereof: ", except for repurchases by
Infinity of shares of
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Infinity Class A Common Stock with a market value (based on the purchase price
thereof) of up to $1.0 billion at prevailing market prices pursuant to a stock
repurchase program approved by the Infinity Board of Directors and publicly
announced by press release or filing with the SEC."
3. Timing of Appointment of Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ to
Infinity Board. Section 5.18 of the Original Agreement (Infinity Board of
Directors) is hereby amended to read in its entirety as follows:
"5.18 Infinity Board of Directors. Infinity shall
take all necessary action to cause ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to be
appointed to the Board of Directors of Infinity effective as of the second
business day after the Effective Time; one of such individuals shall be
appointed to the class of directors whose term expires in 2001 and the other to
the class of directors whose term expires in 2002 (as such individuals shall
designate prior to the filing of the Proxy Statement with the SEC)."
4. Confirmation. Except as amended by this Amendment No. 1,
the Original Agreement shall remain in full force and effect.
5. 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.
6. 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, 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.
INFINITY BROADCASTING CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
BURMA ACQUISITION CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President, Treasurer
OUTDOOR SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board
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