1
Exhibit 99.2
EXECUTION COPY
STOCKHOLDERS AGREEMENT
AGREEMENT dated May 27, 1999 among INFINITY BROADCASTING CORPORATION, a
Delaware corporation ("Infinity"), ▇▇▇▇▇▇ INVESTMENTS LIMITED PARTNERSHIP, an
Arizona limited partnership, BRN PROPERTIES LIMITED PARTNERSHIP, an Arizona
limited partnership, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(each a "Stockholder," and collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Infinity, Burma Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Infinity ("Burma
Acquisition") and Outdoor Systems, Inc., a Delaware corporation ("OSI"), are
entering into an Agreement and Plan of Merger (as such agreement may hereafter
be amended from time to time, the "Merger Agreement"; capitalized terms used and
not defined herein have the respective meanings ascribed to them in the Merger
Agreement), pursuant to which Burma Acquisition will be merged with and into OSI
and OSI shall continue as the surviving corporation (the "Merger");
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Infinity and Burma Acquisition have required that the Stockholders
agree, and the Stockholders have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. For purposes of this Agreement:
(a) "OSI Common Stock" shall mean at any time, collectively, the Common
Stock, par value $.01 per share, of OSI. In the event of a stock dividend or
distribution, or any change in the OSI Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "OSI Common Stock" shall be deemed to refer to and include all
such stock dividends and distributions and any shares into which or for which
any or all of the shares of OSI Common Stock may be changed or exchanged.
(b) "Person" shall mean an individual, corporation, partnership,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity.
(c) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities
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Beneficially Owned by all other Persons with whom such Person would constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act.
2. Provisions Concerning OSI Common Stock. Each Stockholder hereby
agrees that during the period commencing on the date hereof and continuing until
the first to occur of the Effective Time or termination of the Merger Agreement
in accordance with its terms, at any meeting of the holders of OSI Common Stock,
however called, or in connection with any written consent of the holders of OSI
Common Stock, such Stockholder shall (x) vote (or cause to be voted) all Owned
Shares (as hereinafter defined) and all shares of OSI Common Stock such
Stockholder may acquire after the date of this Agreement as a result of exercise
of stock options or otherwise, and (y) exercise their rights to vote (or cause
to be voted) the M-K Link Shares (as hereinafter defined) pursuant to the M-K
Link Stockholders' Agreement (as hereinafter defined) in the following manner:
(i) in favor of the Merger, and the Merger Agreement and the approval of the
terms thereof and each of the other actions contemplated by the Merger Agreement
and this Agreement and any actions required in furtherance thereof and hereof;
(ii) against any action or agreement that would result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of OSI under the Merger Agreement or this Agreement; and (iii) except
as otherwise expressly agreed to in writing in advance by Infinity, against (A)
any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving OSI or its subsidiaries (other than the
Merger and the transactions contemplated by the Merger Agreement); (B) a sale,
lease or transfer of a material amount of assets of OSI or its subsidiaries, or
a reorganization, recapitalization, dissolution or liquidation of OSI or its
Subsidiaries; (C) any change in a majority of the persons who constitute the
board of directors of OSI; (D) any change in the present capitalization of OSI,
or any amendment of OSI's certificate of incorporation or bylaws; (E) any other
material change in OSI's corporate structure or business; or (F) any other
action involving OSI or its subsidiaries which is intended, or could in any
manner be expected, to impede, interfere with, delay, postpone, or adversely
affect the Merger and the transactions contemplated by this Agreement and the
Merger Agreement including, without limitation, any action to approve or
facilitate any other Acquisition Proposal (as defined in Section 5.5(c) of the
Merger Agreement). No Stockholder shall enter into any agreement or
understanding with any person or entity the effect of which would be
inconsistent with or violative of the provisions and agreements contained in
this Section 2.
3. Additional Agreements of CEO. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("CEO") holds validly
issued and outstanding options (the "CEO Options") to acquire 17,642,632 shares
of OSI Common Stock, of which options to purchase 15,063,578 shares are
currently exercisable. CEO shall not exercise the CEO Options prior to the
Effective Time.
4. Other Covenants, Representations and Warranties of the Stockholders.
Each Stockholder hereby covenants, represents and warrants to Infinity as
follows:
(a) Ownership of Shares. (i) Such Stockholder is the beneficial owner
of the number of shares of OSI Common Stock set forth opposite such
Stockholder's name
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on Schedule I hereto under the heading "Owned Shares" (collectively, the "Owned
Shares"). On the date hereof, the number of shares set forth opposite such
Stockholder's name on Schedule I hereto under the heading "Owned Shares"
constitute all of the shares of OSI Common Stock beneficially owned by such
Stockholder, except for up to 321,000 shares held by the ▇▇▇▇▇▇▇ ▇. and ▇▇▇
▇▇▇▇▇▇ Foundation and up to 50,000 shares held by the ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇
▇▇▇▇▇▇ Foundation. With respect to such Stockholder's Owned Shares, such
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Section 2 hereof, sole power of disposition
and sole power to agree to all of the matters set forth in this Agreement, with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement, except that CEO
shares such power with his spouse, as joint tenants with right of survivorship,
with respect to 3,429,396 Owned Shares, as indicated on Schedule I hereto.
(ii) The Stockholders have the right to vote the shares of OSI Common
Stock owned by M-K Link Investments Limited Partnership and certain transferees
thereof (collectively, "M-K Link") (such shares of OSI Common Stock owned by M-K
Link are hereinafter referred to as the "M-K Link Shares") pursuant to the
Stockholders' Agreement dated as of April 15, 1996, among ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
and M-K Link, as amended (the "M-K Link Stockholders' Agreement"). To the best
knowledge of the Stockholders, as of the date hereof, the numbers of M-K Link
Shares remaining subject to the M-K Link Stockholders' Agreement is as set forth
on Schedule I.
(b) Power; Binding Agreement. Such Stockholder has the legal capacity,
power and authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution, delivery and performance of
this Agreement by such Stockholder will not violate any other agreement to which
such Stockholder is a party including, without limitation, any voting agreement,
partnership agreement, stockholders agreement (including the M-K Link
Stockholders' Agreement) or voting trust. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by such Stockholder of the transactions contemplated hereby. If
such Stockholder is married and such Stockholder's Owned Shares constitute
community property, this Agreement has been duly authorized, executed and
delivered by, and constitutes a valid and binding agreement of, such
Stockholder's spouse, enforceable against such person in accordance with its
terms.
(c) No Conflicts. Except for filings, permits, authorizations, consents
and approvals under the federal securities laws and the HSR Act, if applicable,
(i) no filing with, and no permit, authorization, consent or approval of, any
state or federal public body or authority is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby and (ii) none of the execution and delivery of
this Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or
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compliance by such Stockholder with any of the provisions hereof shall (A)
conflict with or result in any breach of any applicable organizational documents
applicable to such Stockholder, (B) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which such Stockholder is a party or by which such Stockholder or any of
such Stockholder's properties or assets may be bound, or (C) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to such
Stockholder or any of such Stockholder's properties or assets.
(d) No Encumbrances. Except as applicable in connection with the
transactions contemplated hereby, such Stockholder's Owned Shares and the
certificates representing such Owned Shares are now, and at all times during the
term hereof will be, held of record by such Stockholder, by a nominee or
custodian for the benefit of such Stockholder or by a nominee of a commercial
bank or by a broker-dealer (for purposes of providing collateral existing on the
date hereof for lines of credit or cover for margin purposes), free and clear of
all liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever, except (x)
for any such encumbrances or proxies arising hereunder in favor of Infinity and
(y) any such pledges or encumbrances existing on the date hereof in connection
with lines of credit or margin loans obtained by such Stockholder.
(e) No Finder's Fees. No broker, investment banker, financial adviser
or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Stockholder.
(f) No Solicitation. Such Stockholder shall not, in his or its capacity
as a stockholder of OSI, directly or indirectly, solicit (including by way of
furnishing information) or respond to any inquiries or the making of any
proposal by any person or entity (other than Infinity or any affiliate of
Infinity) with respect to OSI that constitutes an Acquisition Proposal. If any
Stockholder receives any such inquiry or proposal, then such Stockholder shall
promptly inform Infinity of the existence thereof. Each Stockholder will
immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing in his or its capacity as a stockholder of OSI.
(g) Restriction on Transfer of Shares, Proxies and Non-Interference.
Except as contemplated by this Agreement or the Merger Agreement, no Stockholder
shall, directly or indirectly, (i) offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent to the
offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of (any such action being referred to herein as a "Disposition"),
any or all of such Stockholder's Owned Shares or any interest therein; (ii)
except as contemplated by or permitted by this Agreement, grant any
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proxies or powers of attorney, deposit any Owned Shares into a voting trust or
enter into a voting agreement with respect to any Owned Shares; or (iii) take
any action that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect or have the effect of preventing or
disabling such Stockholder from performing such Stockholder's obligations under
this Agreement. Each Stockholder agrees with, and covenants to, Infinity that
such Stockholder shall not request that OSI register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of
such Stockholder's Owned Shares, unless such transfer is permitted by and made
in compliance with this Agreement.
(h) Rights of First Refusal. Beginning on the date hereof and ending on
the first to occur of the Effective Time and the termination of the Merger
Agreement in accordance with its terms, the Stockholders shall promptly forward
to Infinity all notices received and promptly notify Infinity of all
communications regarding their rights of first refusal contained in the M-K Link
Stockholders' Agreement.
(i) Restriction on Transfer of Shares of Infinity Common Stock. Each
Stockholder agrees not to effect any Disposition of an aggregate number of
shares or 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; and
(ii) during the second year following the Effective Time, a
number of Restricted Shares equal to the sum of (A) 50% of the total
number of Restricted Shares held 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) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Investments Limited
Partnership may effect Dispositions of additional Owned Shares as
security for borrowing or margin loans from commercial lenders or
broker-dealers up to a maximum number of Owned Shares with a fair
market value which, when added to the then fair market value of other
Owned Shares pledged or encumbered after the Effective Time in
connection with similar borrowings or margin loans, will not exceed
$125 million; and
(y) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and BRN Properties Limited Partnership
may effect Dispositions of additional Owned Shares as security for
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borrowings or margin loans from commercial lenders or broker-dealers up
to a maximum number of Owned Shares with a fair market value which,
when added to the then fair market value of other Owned 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 third anniversary of the Effective Time.
(j) 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.
5. 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.
6. 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.
7. Termination. The covenants and agreements contained herein shall
terminate (i) in the event the Merger Agreement is terminated in accordance with
its 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.
8. 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.
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9. Sophistication. Each Stockholder acknowledges that such Stockholder
is an informed and sophisticated investor and, together with such Stockholder's
advisors, has undertaken such investigation as they have deemed necessary,
including the review of the Merger Agreement and this Agreement, to enable such
Stockholder to make an informed and intelligent decision with respect to the
Merger Agreement and this Agreement and the transactions contemplated thereby
and hereby.
10. Confidentiality. Each of the parties hereto recognizes that
successful consummation of the transactions contemplated by this Agreement may
be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof, each party hereby
agrees not to disclose or discuss such matters with anyone not a party to this
Agreement (other than such party's counsel and advisors, if any) without the
prior written consent of the other party, except for filings required pursuant
to the Exchange Act and the rules and regulations thereunder or disclosures such
party's counsel advises are necessary in order to fulfill such party's
obligations imposed by law, in which event such party shall give notice of such
disclosure to the other party as promptly as practicable so as to enable the
other party to seek a protective order from a court of competent jurisdiction
with respect thereto.
11. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Owned Shares and shall
be binding upon any person or entity to which legal or beneficial ownership of
such Owned Shares shall pass, whether by operation of law or otherwise,
including, without limitation, such Stockholder's heirs, guardians,
administrators or successors; provided, that following the Effective Time or
termination of the Merger Agreement, this Agreement shall not be binding on any
purchaser of Owned Shares in an open market transaction. Notwithstanding any
transfer of Owned Shares, the transferor shall remain liable for the performance
of all obligations under this Agreement of the transferor.
(c) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other party; provided,
that Infinity may assign, in its sole discretion, its rights and obligations
hereunder to any direct or indirect wholly owned subsidiary of Infinity, but no
such assignment shall relieve Infinity of its obligations hereunder if such
assignee does not or cannot perform such obligations and, notwithstanding the
foregoing, Infinity shall remain liable for its obligations under Section 10
hereof.
(d) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with respect
to any one or more Stockholders, except upon the execution and delivery of a
written agreement
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executed by the relevant parties hereto; provided, that Schedule I hereto may be
supplemented by Infinity by adding the name and other relevant information
concerning any stockholder of OSI who agrees to be bound by the terms of this
Agreement without the agreement of any other party hereto, and thereafter such
added stockholder shall be treated as a "Stockholder" for all purposes of this
Agreement.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to a Stockholder: At the address set forth on Schedule I hereto
copy to: Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP,
Sixteenth Floor
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Infinity: Infinity Broadcasting Corporation
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
copy to: Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
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(g) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the aggrieved party to sustain damages for which it
would not have an adequate remedy at law for money damages, and therefore each
of the parties hereto agrees that in the event of any such breach the aggrieved
party shall be entitled to the remedy of specific performance of such covenants
and agreements and injunctive and other equitable relief in addition to any
other remedy to which it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
(j) No Third Party Beneficiaries. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity who or
which is not a party hereto.
(k) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or the
United States District Court for the Southern District of New York or any court
of the State of New York located in the City of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding shall be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for the
purpose referred to in this paragraph (l) and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
(m) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
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(n) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which, taken together,
shall constitute one and the same Agreement.
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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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
____________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
STOCKHOLDERS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ INVESTMENTS LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Its Sole General Partner
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BRN PROPERTIES LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Its Sole General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SCHEDULE I TO
STOCKHOLDERS AGREEMENT
Owned Shares
Shares of
Name of Stockholder OSI Common Stock
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▇▇▇▇▇▇ INVESTMENTS LIMITED PARTNERSHIP 29,733,321
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 225
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,677,785(1)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇, as joint tenants 3,429,396
with rights of survivorship
BRN PROPERTIES LIMITED PARTNERSHIP 4,121,266
M-K Link Shares
M-K LINK INVESTMENTS LIMITED PARTNERSHIP 4,348,206
(1) An additional 15,063,578 shares are subject to options exercisable by
CEO within 60 days.
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ADDRESS FOR STOCKHOLDERS
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Pacific Companies
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
AND
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Outdoor Systems, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
Sixteenth Floor
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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