EXHIBIT 99.6

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SECURITIES PURCHASE AGREEMENT

by and between

OUTDOOR SYSTEMS, INC.

and

CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.

_________________________________

Dated as of July 9, 1996

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Accounting Terms; Financial State-
ments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II

ISSUE OF SECURITIES; PURCHASE AND SALE OF
SECURITIES; RIGHTS OF HOLDERS OF SECURITIES

Section 2.1. Issue of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.2. Purchase and Sale of Securities . . . . . . . . . . . . . . . . . . . . 7
Section 2.3. Rights of Holders of Securities . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties of
the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2. Representations and Warranties of
the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IV

CONDITIONS PRECEDENT TO CLOSING

Section 4.1. Conditions Precedent to Obligations
of the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE V

COVENANTS

Section 5.1. Furnishing of Information . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5.2. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5.3. Treatment of Dividends for Income
Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5.4. Original Issue Discount . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.5. Issuance of Additional Warrants . . . . . . . . . . . . . . . . . . . . 26
Section 5.6. Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

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ARTICLE VI

FEES

Section 6.1. Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.2. Funding Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.3. Delay Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VII

INDEMNITY

Section 7.1. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.2. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.3. Registration Rights Agreements . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Home Office Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.2. Survival of Provisions . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.3. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.4. No Waiver; Modifications in
Writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.5. Role of Special Counsel . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.6. Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.7. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.8. Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.9. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.10. Binding Effect; Assignment . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.11. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.12. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.13. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Exhibit 1 Certificate of Designations

Exhibit 2 Form of Registration Rights Agreement

Exhibit 3 Form of Warrant Agreement

Exhibit 4 Form of Common Stock Registration Rights Agreement

Exhibit 5 Form of Opinion of Company Counsel

Exhibit 6 Form of Opinion of Purchaser's Counsel

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SECURITIES PURCHASE AGREEMENT, dated as of July 9, 1996 by and
between Outdoor Systems, Inc., a Delaware corporation (the "Company"), and CIBC
WG Argosy Merchant Fund 2, L.L.C. (the "Purchaser").

In consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, and
unless the context requires a different meaning, the following terms have the
meanings indicated:

"Acquisition" means the acquisition by the Company of certain
assets and capital stock as provided for in the Asset Purchase Agreement.

"Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

"Additional Warrant Shares" has the meaning provided therefor
in Section 2.1 of this Agreement.

"Additional Warrants" has the meaning provided therefor in
Section 2.1 of this Agreement.

"Affiliate" of any specified Person means any other Person
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", "controlled by" and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement
or otherwise; provided, however, that beneficial ownership of at least 10% of
the voting securities of a Person shall be deemed to be control.

"Agreement" means this Agreement, as the same may be amended,
supplemented or modified in accordance with the terms hereof and in effect.

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"Asset Purchase Agreement" means the Asset Purchase Agreement
dated July 9, 1996 by and among Gannett Co., Inc., Combined Communications
Corporation, Gannett Transit, Inc., Gannett Outdoor Co. of Texas, Shelter Media
Communications, Inc., Gannett International Communications, Inc. and the
Company.

"Basic Documents" means, collectively, the Certificate of
Designations, the Registration Rights Agreement, the Common Stock Registration
Rights Agreement, the Warrant Agreement and this Agreement.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of New
York are authorized or obligated by law to close.

"Certificate of Designations" means the Certificate of
Designations of Preferences and Rights duly adopted by the Board of Directors
of the Company setting forth the rights, preferences and priorities of the
Preferred Stock and filed with, and accepted for filing, so as to be effective,
by the Secretary of State of the State of Delaware prior to the Closing
hereunder and which is in the form of Exhibit 1 hereto.

"Closing" has the meaning provided therefor in Section 2.2 of
this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Act.

"Common Stock" means the Common Stock of the Company, $.01 par
value per share.

"Common Stock Registration Rights Agreement" means the Common
Stock Registration Rights Agreement substantially in the form of Exhibit 4
hereto.

"Company" has the meaning provided therefor in the
introductory paragraph of this Agreement.

"Credit Agreement" means the Credit Agreement dated as of July
9, 1996 by and among the Company, the guarantors named therein and Canadian
Imperial Bank of Commerce, as agent,

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and the other financial institutions parties thereto, as lenders, including all
exhibits thereto, as the same may be amended, modified or supplemented from
time to time.

"Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, notices
of responsibility, information requests, liens, notices of noncompliance or
violation, investigations or proceedings relating in any way to any
Environmental Law.

"Environmental Law" means any federal, state, local or
municipal statute, law, rule, regulation, ordinance, code, policy or rule of
common law and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment binding on any
of the Company or the Subsidiaries, relating to pollution or protection of the
environment or health or safety or any chemical, material or substance, that is
subject to regulation thereunder.

"ERISA" has the meaning provided therefor in Section 3.1 of
this Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

"Exchange Act Filings" means the Company's filings on Form
10-K, as amended, for the year ended December 31, 1995, Form 10-Q for the
quarter ended March 31, 1996 and Form 8-K dated May 22, 1996 in each case filed
under the Exchange Act.

"Indemnified Parties" has the meaning provided therefor in
Section 7.1(c) of this Agreement.

"Indemnifying Parties" has the meaning provided therefor in
Section 7.1(c) of this Agreement.

"Information" shall have the meaning set forth in Section 2.1
of this Agreement.

"Lien" means, with respect to any property or assets of any
Person, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect

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to such property or assets (including without limitation, any capitalized lease
obligation, conditional sales, or other title retention agreement having
substantially the same economic effect as any of the foregoing).

"Material Adverse Effect" means, with respect to the Company
and its Subsidiaries, a material adverse effect on the business, condition
(financial or otherwise), results of operations or prospects of the Company and
its Subsidiaries, taken as a whole; provided that, with respect to the Company,
"Material Adverse Effect" shall also mean a material adverse effect on the
ability of the Company to perform its obligations under this Agreement and the
other Transaction Documents.

"Original Preferred Stock" has the meaning provided therefor
in Section 5.5 hereof.

"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or other legal entity.

"Preferred Stock" means the Senior Increasing Rate Cumulative
Preferred Stock, Series A, of the Company, $1.00 par value.

"Proceeding" has the meaning provided therefor in Section
7.1(b) of this Agreement.

"Purchaser" has the meaning provided therefor in the
introductory paragraph of this Agreement.

"Registration Rights Agreement" means the Registration Rights
Agreement relating to the Preferred Stock, substantially in the form of Exhibit
2 hereto.

"Securities" has the meaning provided therefor in Section 2.1
of this Agreement.

"Senior Notes" means $115,000,000 aggregate principal amount
of the Company's 10.75% Senior Notes due 2003.

"State" means each of the states of the United States, the
District of Columbia and the Commonwealth of Puerto Rico.

"State Commission" means any agency of any State having
jurisdiction to enforce such State's securities laws.

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"Stock Split" means the three-for-two stock split of the
outstanding Common Stock announced by the Company and to be effected as a stock
dividend payable on July 22, 1996 to shareholders of record as of July 8, 1996.

"Subordinated Credit Agreement" means the Senior Subordinated
Credit Agreement dated as of July 9, 1996 by and among the Company, the
guarantors named therein and Canadian Imperial Bank of Commerce, as agent, and
the other financial institutions parties thereto, as lenders, as the same may
be amended, modified or supplemented from time to time.

"Subsidiaries" means of any specified Person, any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the capital stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, officers or trustees thereof is held by such first-named Person
or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such
first-named Person or any of its Subsidiaries has the power to direct or cause
the direction of the management and policies of such entity by contract or
otherwise or if in accordance with generally accepted accounting principles
such entity is consolidated with the first-named Person for financial statement
purposes.

"Taxes" has the meaning provided therefor in Section 3.1 of
this Agreement.

"Tender Offer" means the offer by the Company to purchase its
outstanding Senior Notes.

"Time of Purchase" has the meaning provided therefor in
Section 2.2 of this Agreement.

"Transaction Documents" means the Basic Documents, the Asset
Purchase Agreement, the Credit Agreement, the Subordinated Credit Agreement and
all documents executed by the Company or any of its Subsidiaries in connection
with any of the foregoing and all documents executed by the Company or any of
its Subsidiaries in connection with the Tender Offer.

"Transactions" means the Acquisition, the issuance of the
Securities, the Tender Offer, and the transactions

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contemplated by the Credit Agreement and the Subordinated Credit Agreement.

"Warrant Agent" has the meaning provided therefor in the
Warrant Agreement.

"Warrant Agreement" means the Warrant Agreement under which
the Warrants will be issued, substantially in the form of Exhibit 3 hereto.

"Warrant Shares" has the meaning provided therefor in Section
2.1 of this Agreement.

"Warrants" means the warrants to purchase shares of Common
Stock of the Company to be issued at the Closing pursuant to Section 2.2 of
this Agreement.

Section 1.2. Accounting Terms; Financial Statements. All
accounting terms used herein not expressly defined in this Agreement shall have
the respective meanings given to them in accordance with sound accounting
practice. The term "sound accounting practice" shall mean such accounting
practice as, in the opinion of the independent accountants regularly retained
by the Company, conforms at the time to generally accepted accounting
principles in the United States applied on a consistent basis except for
changes with which such accountants concur. All determinations to which
accounting principles apply shall be made in accordance with sound accounting
practice.

ARTICLE II.

ISSUE OF SECURITIES; PURCHASE AND SALE OF
SECURITIES; RIGHTS OF HOLDERS OF SECURITIES

Section 2.1. Issue of Securities. The Company has authorized
the issuance of up to $165,000,000 aggregate liquidation value of the Preferred
Stock together with Warrants to initially purchase up to 284,000 (subject to
adjustment as provided in Section 2.2(b) hereof) shares of Common Stock (the
shares of Common Stock issuable upon exercise of the Warrants are referred to
herein as the "Warrant Shares"). The Preferred Stock will have the rights and
preferences set forth in the Certificate of Designations. The aggregate
liquidation value of the Preferred Stock will increase to the extent of accrued
dividends paid in additional shares of Preferred Stock. At the Closing (as
defined below) the Company will issue to the Purchaser up to 284,000 Warrants
each initially exercisable into one share of Common Stock. Each Warrant will
be substantially in the form as set out as Exhibit A to the Warrant Agreement.
Additional Warrants ("Additional Warrants") may be issued and exercisable

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for additional Warrant Shares ("Additional Warrant Shares") on the terms and
conditions set forth in Section 5.5 hereof. The Preferred Stock, the Warrants
and the Warrant Shares are referred to herein collectively as the "Securities".

The Securities, the Additional Warrants and the Additional
Warrant Shares will be offered without being registered under the Act, in
reliance on exemptions therefrom, including the exemption provided by Section
4(2) of the Act.

In connection with the sale of the Preferred Stock and
Warrants, the Company has provided the Purchaser with certain information
including the Exchange Act Filings and a summary of the terms of the Preferred
Stock (the "Information").

Section 2.2. Purchase and Sale of Securities. (a) Subject
to the terms and conditions herein set forth, the Company agrees that it will
sell to the Purchaser, and the Purchaser agrees that it will purchase from the
Company at the Time of Purchase, up to $165,000,000 aggregate liquidation value
of the Preferred Stock and up to 284,000 Warrants each initially exercisable
into one share of Common Stock for aggregate consideration of $165,000,000.

(b) Subject to the terms and conditions herein set forth, the
Company has authorized the issuance of and further agrees that it will sell to
the Purchaser, and the Purchaser agrees that it will purchase from the Company
at the Time of Purchase, up to an additional $60,000,000 aggregate liquidation
value of the Preferred Stock solely for the purpose of enabling the Company's
Total Leverage Ratio (as defined in the Credit Agreement) at the Time of
Purchase to be no greater than 6.5 to 1; provided, that, for each additional
dollar in liquidation value of Preferred Stock purchased by the Purchaser
pursuant to this Section 2.2(b) in excess of $165,000,000, there shall be an
equal and permanent reduction in the aggregate commitments and borrowings
pursuant to the term loan facilities under the Credit Agreement; provided,
further, that there shall be a proportionate increase in the aggregate number
of Warrants and Additional Warrants issuable pursuant hereto.

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Warrants and Additional Warrants issuable pursuant to this Agreement shall be
subject to adjustment from time to time from the date of this Agreement up to
and including the date of original issuance of each such Warrant or Additional
Warrant upon the occurrence of any of the events enumerated in Section 12 of
the Warrant Agreement as though such Warrants or Additional Warrants, as the
case may be, were issued immediately prior to any such event and that the
Exercise Price (as defined in the Warrant Agreement) of such Warrants or
Additional Warrants shall be appropriately adjusted to reflect the occurrence
of any such event during the 20 Business Day period used for the determination
of the Exercise Price pursuant to the Warrant Agreement or between the
expiration of such period and the date of original issuance of each such
Warrant or Additional Warrant.

The Preferred Stock and the Warrants shall have the terms set
forth herein, in the Certificate of Designations and the Warrant Agreement,
respectively.

The purchase and sale of the Preferred Stock and Warrants
shall occur pursuant to a written notice delivered by the Company to the
Purchaser no later than 10:00 A.M., New York time at least three Business Days
in advance of the Closing or such later date as shall be agreed to by the
Company and the Purchaser, which notice will state the aggregate liquidation
value of Preferred Stock and the aggregate number of Warrants (which shall be
in the ratio of 1.72121212121 Warrants per share of Preferred Stock to be
purchased) requested to be purchased by the Purchaser. The purchase and sale
of the Preferred Stock and the Warrants pursuant to this Agreement will take
place at a closing (the "Closing") at the offices of Cahill Gordon & Reindel,
80 Pine Street, New York, New York 10005, at 10:00 A.M., New York time, on the
date of Closing. The time at which the Closing is concluded is herein called
the "Time of Purchase."

Delivery of the Preferred Stock and Warrants to be purchased
by the Purchaser pursuant to this Agreement shall be made at the Closing by the
Company (i) delivering global certificates representing the Preferred Stock and
Warrants to The Depository Trust Company ("DTC") or its agent and (ii) causing
the DTC participant account designated by the Purchaser to be credited with the
Preferred Stock and Warrants purchased by such Purchaser against payment
therefor in immediately available same day funds through the facilities of DTC
for the account of the Company. The Company agrees that in connection with the
placement of the Preferred Stock and Warrants, the

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Purchaser may, in its discretion, deduct from the purchase price of the
Preferred Stock and Warrants to be remitted to the Company at the Closing the
amount of the fees and expenses of Cahill Gordon & Reindel, special counsel to
the Purchaser.

The Company will bear all expenses of shipping the Preferred
Stock and Warrants (including, without limitation, insurance expenses) from New
York City to such other places within the United States of America or Canada as
the Purchaser shall specify. Any tax on the issuance of the Preferred Stock
and Warrants will be paid by the Company at the Time of Purchase pursuant to
Section 8.7.

Section 2.3. Rights of Holders of Securities. The holders of
the Securities shall have such rights with respect to the registration thereof
under the Act as are set forth in the Registration Rights Agreement and the
Common Stock Registration Rights Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties of the Company.
The Company represents and warrants as of the date hereof and as of the date of
Closing (after giving effect to the Transactions) to the Purchaser as follows:

(a) The Information provided to the Purchaser at the Time of
Purchase, as of its respective date, the date hereof and as of the Time of
Purchase, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

(b) The audited consolidated financial statements of the Company and
its Subsidiaries, together with related notes and schedules thereto, included
in the Exchange Act Filings fairly present in all material respects the
financial condition of the Company and its Subsidiaries as of the dates
indicated and the results of operations and cash flows for the periods therein
specified in conformity with generally accepted accounting principles
consistently applied throughout the periods involved (except as otherwise
stated therein); and any pro forma financial statements and the related notes
thereto included in the Exchange Act Filings have been prepared using
reasonable

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assumptions and in accordance with the applicable requirements of the Act and
include all adjustments necessary to present fairly in all material respects
the pro forma financial information included in the Exchange Act Filings as at
the respective dates and for the respective periods indicated. Deloitte &
Touche LLP, which are reporting upon the audited financial statements and
schedules included in the Exchange Act Filings, are independent public
accounting firms as required by the Act and the rules and regulations
thereunder.

(c) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. Each of the
Company's Subsidiaries is a corporation duly incorporated or organized, validly
existing and in good standing under the laws of its state of incorporation.
Each of the Company and its Subsidiaries is duly qualified and in good standing
as a foreign corporation, and is authorized to do business, in each
jurisdiction in which the ownership or leasing of any property or the nature of
its business makes such qualification necessary and in which the failure so to
qualify would have a Material Adverse Effect.

(d) All of the issued and outstanding shares of capital stock of the
Company and its Subsidiaries are validly issued, fully paid and nonassessable
and were not issued in violation of any preemptive or similar rights. The
Company does not have, and as of the Closing will not have, any Subsidiaries
other than the Subsidiaries listed on Schedule I hereto and those acquired in
the Acquisition. Except as contemplated by the Credit Agreement, all of the
capital stock of the Subsidiaries is owned by the Company, free and clear of
any Liens. Except as described in the Exchange Act Filings, as disclosed in
Schedule II hereto and as contemplated by the Basic Documents and the
Subordinated Credit Agreement, there are no outstanding subscriptions, options,
warrants, rights, convertible securities or other binding agreements or
commitments of any character obligating the Company or its Subsidiaries to
issue any securities. Except as described in the Exchange Act Filings and as
contemplated by the Transaction Documents, no Person other than the Purchaser
has any rights to the registration of capital stock or other securities of the
Company, under the Act or otherwise. Except as disclosed in the Exchange Act
Filings and in the employment agreements summarized therein and in the separate
purchase agreements and

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registration rights agreements referred to therein and as contemplated by the
Common Stock Registration Rights Agreement and the Registration Rights
Agreement, there is no agreement, understanding or arrangement among the
Company or its Subsidiaries and its respective stockholders or any other person
relating to the ownership or disposition of any capital stock in the Company or
any of its Subsidiaries, the election of directors of the Company or any of its
Subsidiaries or the governance of the Company's or any such Subsidiary's
affairs; and no such agreements, arrangements or understandings will be
breached or violated as a result of the execution and delivery of, or the
consummation of the transactions contemplated by, this Agreement or the other
Transaction Documents. The Company has reserved for issuance upon exercise of
the Warrants, shares of Common Stock sufficient in number for exercise of all
of the Warrants at the initial exercise price, and the Warrant Shares will,
upon issuance in accordance with the terms of the Warrant Agreement and upon
payment of the exercise price therefor, be fully paid, nonassessable and free
of preemptive rights and will not be subject to any restrictions on the
transfer thereof except for such restrictions set forth herein and in the
Warrant Agreement and under the Act.

(e) The Certificate of Designations has been duly authorized by the
Company and its board of directors and when executed and delivered by the
Company and filed with the Secretary of State of the State of Delaware will
become part of the Certificate of Incorporation of the Company, and will set
forth the rights, preferences and priorities of the Preferred Stock.

(f) Each of this Agreement and the Registration Rights Agreement has
been duly authorized by the Company and, when executed and delivered by the
Company (assuming the due authorization, execution and delivery by the
Purchaser), will constitute a valid and legally binding agreement of the
Company, enforceable against it in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors' rights and remedies generally and (ii) general
equitable principles, whether asserted in an action at law or in equity, and
that such enforceability may be subject to the discretion

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of the court before which any proceedings therefor may be brought.

(g) The Warrant Agreement has been duly authorized by the Company
and, when executed and delivered by the Company (assuming the due
authorization, execution and delivery by the Warrant Agent), will constitute a
valid and legally binding agreement of the Company, enforceable against it in
accordance with its terms, except as such enforceability may be limited by (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws now or hereafter in effect relating to creditors' rights and
remedies generally and (ii) general equitable principles, whether asserted in
an action at law or in equity, and that such enforceability may be subject to
the discretion of the court before which any proceedings therefor may be
brought.

(h) The Common Stock Registration Rights Agreement has been duly
authorized by the Company and, when executed and delivered by the Company
(assuming the due authorization, execution and delivery by the Purchaser), will
constitute a valid and legally binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws now or hereafter in effect relating
to creditors' rights and remedies generally and (ii) general equitable
principles, whether asserted in an action at law or in equity, and that such
enforceability may be subject to the discretion of the court before which any
proceedings therefor may be brought.

(i) Each of the other Transaction Documents has been duly authorized
by the Company and, when executed and delivered by the Company (assuming the
due authorization, execution and delivery by the other parties thereto), will
constitute a valid and legally binding agreement of the Company, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws now or hereafter in effect relating to creditors'
rights and remedies generally and (ii) general equitable principles, whether
asserted in an action at law or in equity, and that such enforceability may be
subject to the discretion

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of the court before which any proceedings therefor may be brought.

(j) The Preferred Stock has been duly authorized by the Company and,
when certificates for the Preferred Stock have been executed and delivered by
the Company and countersigned by the transfer agent and issued upon payment of
the purchase price therefor or as dividends on outstanding shares of Preferred
Stock, will constitute a valid and legally binding obligation of the Company,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors' rights and remedies generally and (ii) general
equitable principles, whether asserted in an action at law or in equity, and
that such enforceability may be subject to the discretion of the court before
which any proceedings therefor may be brought.

(k) The Warrants and the Additional Warrants, as the case may be,
have each been duly authorized by the Company and, when the Warrants and the
Additional Warrants, as the case may be, are executed by the Company and
countersigned by the Warrant Agent in accordance with the provisions of the
Warrant Agreement and issued by the Company to the Purchaser in accordance with
the terms of this Agreement and the Warrant Agreement, the Warrants and the
Additional Warrants, as the case may be, will be entitled to the benefits of
the Warrant Agreement and will constitute valid and legally binding obligations
of the Company enforceable in accordance with their terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors' rights and remedies generally and (ii) general
equitable principles, whether asserted in an action at law or in equity, and
that such enforceability may be subject to the discretion of the court before
which any proceedings therefor may be brought.

(l) Each of the Company and its Subsidiaries (to the extent a party
thereto) has all requisite corporate power and authority to (i) execute,
deliver and perform its obligations under this Agreement and each of the other
Transaction Documents, (ii) execute, deliver and perform its obligations under
all other agreements and instruments

-14-

executed and delivered by the Company or any Subsidiary pursuant to or in
connection with this Agreement and each of the other Transaction Documents and
(iii) issue the Securities, the Additional Warrants and the Additional Warrant
Shares pursuant hereto in the manner and for the purpose contemplated by this
Agreement. The execution and delivery by the Company and its Subsidiaries (to
the extent a party thereto) of this Agreement and each of the other Transaction
Documents, and the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by the Company and its
Subsidiaries (to the extent a party thereto). Each of the Transactions has
been duly authorized by the Company and its Subsidiaries (to the extent a party
thereto).

(m) Subsequent to the date as of which information is given in the
Exchange Act Filings and immediately prior to the Time of Purchase there has
not been (i) any event or condition that has had or that would reasonably be
expected to have a Material Adverse Effect, (ii) any transaction entered into
by the Company or any Subsidiary, other than in the ordinary course of
business, that would reasonably be expected to have a Material Adverse Effect
or (iii) any dividend or distribution of any kind declared, paid or made by the
Company on its Common Stock that has not been approved by the Purchaser in
writing (other than the Stock Split).

(n) There is no action, suit, investigation or proceeding,
governmental or otherwise, pending or, to the best knowledge of the Company,
threatened to which the Company or any of its Subsidiaries is or would be a
party or of which the properties of the Company or its Subsidiaries are or may
be subject, that (i) seeks to restrain, enjoin, prevent the consummation of or
otherwise challenge the issuance and sale of the Preferred Stock and Warrants
by the Company or any of the other transactions contemplated hereby or the
consummation of any of the other Transactions, (ii) questions the legality or
validity of any such transactions or seeks to recover damages or obtain other
relief in connection with any such transactions or (iii) would have a Material
Adverse Effect.

(o) The execution, delivery and performance by the Company and its
Subsidiaries (to the extent a party thereto) of this Agreement, and the other
Transaction Documents, and the issuance and sale by the Company of the

-15-

Securities, the Additional Warrants and the Additional Warrant Shares, and the
execution, delivery and performance by the Company and each of the Subsidiaries
(to the extent each is a party thereto) of all other agreements and instruments
to be executed and delivered by the Company and the Subsidiaries pursuant
hereto or thereto or in connection herewith or therewith, and compliance by the
Company and its Subsidiaries (to the extent a party thereto) with the terms and
provisions hereof and thereof, do not and will not (i) violate any provision of
any law, rule or regulation (including, without limitation, Regulation G, T, U
or X of the Board of Governors of the Federal Reserve System), order, writ,
judgment, decree, determination or award presently in effect or in effect at
the Time of Purchase having applicability to the Company or any of its
Subsidiaries, (ii) conflict with or result in a breach of or constitute a
default under the certificate of incorporation or by-laws of the Company or any
of its Subsidiaries, or any indenture or loan or credit agreement, or any other
agreement or instrument, to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries or any of their
respective properties may be bound or affected, or (iii) except as contemplated
by this Agreement and the Transaction Documents, result in, or require the
creation or imposition of, any Lien upon or with respect to any of the
properties now owned or hereafter acquired by the Company or any of its
Subsidiaries, except, in the case of (i), (ii) or (iii), where such violation,
conflict, default or creation or imposition of any Lien would not have,
individually or in the aggregate, a Material Adverse Effect.

(p) Neither the Company nor any of its Subsidiaries (i) is in
violation of its respective certificate of incorporation or by-laws, (ii) in
default under or in violation of any indenture or loan or credit agreement or
any other material agreement or instrument to which it is a party or by which
it or any of its properties may be bound or affected, (iii) in violation of any
order of any court, arbitrator or governmental body or subject to or party to
any order of any court or governmental authority arising out of any action,
suit or proceeding under any statute or other law respecting antitrust,
monopoly, restraint of trade, unfair competition or similar matters or (iv) in
violation of any such statute, rule or regulation of any governmental
authority, which default or

-16-

violation would, individually or in the aggregate, have a Material Adverse
Effect.

(q) No authorization, consent, approval, license, qualification or
formal exemption from, nor any filing, declaration or registration with, any
court, governmental agency or regulatory authority or any securities exchange
is required in connection with the execution, delivery or performance by the
Company or any of its Subsidiaries (to the extent they are a party thereto) of
this Agreement or any of the other Transaction Documents or of any of the
transactions contemplated thereby, except to the extent contemplated by the
Asset Purchase Agreement and (i) as may be required under federal and state
securities or "blue sky" laws or the laws of any foreign jurisdiction in
connection with the offer and sale of the Securities, the Additional Warrants
or the Additional Warrant Shares or (ii) as would not, individually or in the
aggregate, have a Material Adverse Effect. All such authorizations, consents,
approvals, licenses, qualifications, exemptions, filings, declarations and
registrations which are required to have been obtained or made as of the Time
of Purchase have been obtained or made, as the case may be, and are in full
force and effect and not the subject of any pending or, to the knowledge of the
Company, threatened attack by appeal or direct proceeding or otherwise.

(r) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, and the Company will not be immediately after
the Time of Purchase an "investment company" within the meaning of such Act.

(s) The execution and delivery of this Agreement and the other
Transaction Documents and the sale of the Securities, the Additional Warrants
and the Additional Warrant Shares to the Purchaser will not involve any
non-exempt prohibited transaction within the meaning of Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code on the part of the Company or any of its Subsidiaries.
The preceding representation is made in reliance upon, and subject to the
accuracy of, the representation made in Section 3.2(b) as to the Purchaser.
The Company does not and, at and as of the Time of Purchase, the Company will
not reasonably expect to have any liability for any prohibited transaction or
funding deficiency or any

-17-

complete or partial withdrawal liability with respect to any pension, profit
sharing or other plan which is subject to ERISA and which is required to be
funded, to which the Company makes or ever has made a contribution and in which
any employee of the Company is or has ever been a participant, with such
exceptions as, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. With respect to such plans, the
Company is and, at and as of the Time of Purchase, the Company will be in
compliance in all respects with all applicable provisions of ERISA, with such
exceptions as, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

(t) The Company and each of its Subsidiaries have good and valid
title to, or valid and enforceable leasehold interests in, all properties and
assets identified in the Exchange Act Filings as owned by each of them which
are material to the business of the Company and its Subsidiaries, taken as a
whole, free and clear of all Liens, except (i) such Liens as are described in
the Exchange Act Filings, (ii) Liens created in the ordinary course of
business, (iii) Liens created in connection with the Credit Agreement and the
Subordinated Credit Agreement or (iv) such Liens as, individually or in the
aggregate, would not have a Material Adverse Effect. All of the leases
material to the business of the Company and the Subsidiaries, taken as a whole,
and under which the Company or any Subsidiary holds properties described in the
Exchange Act Filings, are valid and binding as leased by them, with such
exceptions as will not have a Material Adverse Effect on the Company and its
Subsidiaries.

(u) All tax returns required to be filed by the Company or any of its
Subsidiaries in any jurisdiction (including foreign jurisdictions) have been so
filed and all taxes, assessments, fees and other charges including, without
limitation, withholding taxes, penalties, and interest ("Taxes") due or claimed
to be due have been paid, other than those Taxes being contested in good faith
and those Taxes for which adequate reserves or accruals have been established
in accordance with generally accepted accounting principles, except where the
failure to file such returns or to pay such Taxes would not have, individually
or in the aggregate, a Material Adverse Effect. The Company knows of no actual
or proposed additional tax assessments for any fiscal period against the
Company or any of its Subsidiaries that, individually

-18-

or in the aggregate, would have a Material Adverse Effect.

(v) The Company and its Subsidiaries are the sole and exclusive
owners or licensees of all trade names, unregistered trademarks and service
marks, brand names, patents, registered and unregistered copyrights, registered
trademarks and service marks, and all applications for any of the foregoing,
and all permits, grants and licenses or other rights with respect thereto, the
absence of which would not have a Material Adverse Effect. Neither the Company
nor any of its Subsidiaries has been charged with any material infringement of
any intangible property of the character described above or been notified or
advised of any material claim of any other Person relating to any of the
intangible property which infringements or claims, individually or in the
aggregate, would have a Material Adverse Effect.

(w) Except as set forth in the Exchange Act Filings, the Company and
its Subsidiaries comply with all laws, rules and regulations applicable to the
Company and each such Subsidiary, and the Company and its Subsidiaries own or
possess and are operating in compliance in all material respects with the
terms, provisions, conditions, restrictions and limitations contained in all
licenses, franchises, approvals, certificates and permits from all Federal,
state, territorial, foreign and local governmental and regulatory authorities
which are necessary to own or lease their respective properties and assets and
to the conduct of their respective businesses (other than such laws, rules,
regulations, licenses, franchises, approvals, certificates or permits that are
immaterial in scope or application to the Company and its Subsidiaries, taken
as a whole), except where the failure to comply with any of the foregoing would
not have a Material Adverse Effect. Except as otherwise set forth in the
Exchange Act Filings, there are no citations or notices of forfeiture or other
proceedings pending or, to the best knowledge of the Company, threatened or any
basis therefor, which would lead to the revocation, termination, suspension or
non-renewal of any such license, franchise, approval, certificate or permit the
result of which have a Material Adverse Effect. Except as otherwise set forth
in the Exchange Act Filings, there are no restrictions or limitations contained
in any applicable license, franchise, approval, certificate or permit, or, to
the best knowledge of the Company, threatened or proposed in

-19-

any pending or contemplated hearing, proceeding or procedure, that would have a
Material Adverse Effect.

(x) (i) Immediately after the consummation of the Transactions and
other transactions contemplated by the Transaction Documents, the fair value
and present fair saleable value of the assets of the Company will exceed the
sum of its stated liabilities and identified contingent liabilities; and (ii)
the Company is not, nor will it be, after giving effect to the execution,
delivery and performance of the Transaction Documents and the consummation of
the transactions contemplated thereby, (a) left with unreasonably small capital
with which to carry on its business as it is proposed to be conducted, (b)
unable to pay its debts (contingent or otherwise) as they mature or (c)
insolvent.

(y) (i) The Company has delivered to the Purchaser a true and correct
copy of each of the Transaction Documents that have been executed and delivered
prior to the date of this Agreement and each other Transaction Document in the
form substantially as it will be executed and delivered on or prior to the Time
of Purchase, together with all related agreements and all schedules and
exhibits thereto, and there have been no material amendments, alterations,
modifications or waivers of any of the provisions of any of the Transaction
Documents since their date of execution or from the form in which any such
Transaction Document has been delivered to the Purchaser; and (ii) there exists
as of the date hereof (after giving effect to the transactions contemplated by
each of the Transaction Documents) no event or condition that would constitute
a default or an event of default (in each case as defined in each of the
Transaction Documents) under any of the Transaction Documents that would have,
individually or in the aggregate, a Material Adverse Effect.

(z) Except as set forth in the Exchange Act Filings, and except as
would not individually or in the aggregate have a Material Adverse Effect (A)
each of the Company and its Subsidiaries is in compliance with all applicable
Environmental Laws, (B) each of the Company and its Subsidiaries has made all
filings and provided all notices required under any applicable Environmental
Law, and has all permits, authorizations and approvals required under any
applicable Environmental Laws and is in compliance with their requirements, (C)
there are no pending or, to the best knowledge of the Company, after due
inquiry,

-20-

threatened Environmental Claims against any of the Company or its Subsidiaries
and (D) none of the Company or the Subsidiaries has knowledge of any
circumstances with respect to any of their respective properties or operations
that could reasonably be anticipated to form the basis of an Environmental
Claim against any of them or any of their subsidiaries or any of their
respective properties or operations and the business operations relating
thereto.

(aa) Neither the Company nor any of its affiliates (as defined in
Rule 501(b) of Regulation D under the Act) has directly, or through any agent,
engaged in any form of general solicitation or general advertising in
connection with the offering of the Preferred Stock or the Warrants (as those
terms are used in Regulation D under the Act) or in any manner involving a
public offering within the meaning of Section 4(2) of the Act.

(ab) Assuming the accuracy of the Purchaser's representations and
warranties set forth in Section 3.2 hereof and the due performance by the
Purchaser of the covenants and agreements set forth in Section 3.2 hereof, the
sale of the Preferred Stock and the Warrants to the Purchaser in the manner
contemplated by this Agreement does not require registration under the Act.

(ac) The Company and its Subsidiaries have complied with all
provisions of Florida H.B. 1771, codified as Section 517.075 of the Florida
Statutes and all regulations promulgated thereunder relating to issuers doing
business with the Government of Cuba or with any person or any affiliate
located in Cuba.

Section 3.2. Representations and Warranties of the Purchaser.
(a) The Purchaser represents and warrants to, and covenants and agrees with,
the Company that: (1) the Securities, any Additional Warrants and any
Additional Warrant Shares to be acquired by it hereunder are being or will be
acquired for its own account or an account with respect to which it exercises
sole investment discretion and it or any such account is a "qualified
institutional buyer" as defined in Rule 144A of the Act ("QIB") and has no
intention of distributing or reselling such Securities, Additional Warrants or
Additional Warrant Shares or any part thereof in any transaction which would be
in violation of the securities laws of the United States of America or any
state thereof; (2) it acknowledges that the Securities, Additional Warrants and

-21-

Additional Warrant Shares have not been or will not be registered under the Act
and that none of the Securities, Additional Warrants or Additional Warrant
Shares may be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except as set forth below; (3) it shall not
resell or otherwise transfer any of such Securities, Additional Warrants or
Additional Warrant Shares within three years after the original issuance of the
Securities, Additional Warrants or Additional Warrant Shares except (A) to the
Company or any of its Subsidiaries, (B) inside the United States to a QIB in
compliance with Rule 144A, (C) inside the United States to an institutional
"Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of the
Act) that, prior to such transfer, furnishes (or has furnished on its behalf by
U.S. broker-dealer) to the Company a signed letter containing certain
representations and agreements relating to the restrictions on transfer of such
Securities, Additional Warrants or Additional Warrant Shares, (D) outside the
United States in compliance with Rule 904 under the Act, (E) pursuant to any
other exemption from registration provided under the Act (if available)
including Rule 144 thereunder or (F) pursuant to an effective registration
statement under the Act; and (4) it will give to each person to whom it
transfers the Securities, Additional Warrants or Additional Warrant Shares, as
the case may be, notice of any restrictions on transfer of such Securities,
Additional Warrants or Additional Warrant Shares, as the case may be; and
subject, nevertheless, to the disposition of the Purchaser's property being at
all times within its control. If the Purchaser should in the future decide to
dispose of any of the Securities, Additional Warrants or Additional Warrant
Shares, as the case may be, the Purchaser understands and agrees that it may do
so only in compliance with the Act, as then in effect, that the Company
reserves the right prior to any offer, sale or transfer pursuant to clause
(3)(C), (D) or (E) above to require the delivery of an opinion of counsel,
certificates and/or other information reasonably satisfactory to the Company
and that stop-transfer instructions to that effect will be in effect with
respect to the Securities, Additional Warrants and the Additional Warrant
Shares. If the Purchaser should decide to transfer or otherwise dispose of the
Securities, Additional Warrants or Additional Warrant Shares, as the case may
be, the Purchaser shall comply with the requirements set forth herein and in
the Certificate of Designations and the Warrant Agreement. The Purchaser
agrees to the imprinting, so long as required by the terms of the relevant
Transaction Document of the applicable legends contained in the Warrant
Agreement on each certificate

-22-

representing Warrants, Warrant Shares, Additional Warrants or Additional
Warrant Shares.

(b) The Purchaser also represents that no part of the funds
to be used to purchase the Securities to be purchased by the Purchaser
constitutes assets of any employee benefit plan, except as otherwise disclosed
in writing to the Company on or prior to the Closing Date. As used in this
Section 3.2(b), the term "employee benefit plan" shall have the meaning
assigned to such term in Section 3 of ERISA.

(c) The Purchaser also represents and warrants to the Company
that (i) it has received and reviewed the Information; (ii) it has authorized
the purchase of the Securities; and (iii) the purchase of Securities does not
violate its charter, by-laws, other organizational documents or any law or
regulation to which it is subject.

ARTICLE IV.

CONDITIONS PRECEDENT TO CLOSING

Section 4.1. Conditions Precedent to Obligations of the
Purchaser. The obligation of the Purchaser to purchase the Securities to be
purchased by it hereunder is subject, at the Time of Purchase, to the
satisfaction of the following conditions:

(a) The Purchaser shall have received an opinion, addressed
to it in form and substance satisfactory to the Purchaser and dated
the Time of Purchase of Powell, Goldstein, Frazer & Murphy, counsel to
the Company, substantially in the form of Exhibit 5 hereto.

(b) The Purchaser shall have received an opinion, addressed
to it in form and substance satisfactory to the Purchaser and dated
the Time of Purchase of Cahill Gordon & Reindel, special counsel to
the Purchaser (the "Special Counsel"), substantially in the form of
Exhibit 6 hereto.

In rendering such opinions in accordance with Sections 4.1(a)
and (b), each such counsel may rely as to factual matters upon
certificates or other documents furnished by officers and directors of
the Company and representations of the Purchaser and the Company and
by government officials, and upon such other documents as such counsel
deem appropriate as a basis for their opinion. Each such counsel may
specify the jurisdictions

-23-

in which it is admitted to practice and that it is not admitted to
practice in any other jurisdiction and is not an expert in the law of
any other jurisdiction. To the extent such opinion concerns the laws
of any other such jurisdiction such counsel may rely upon the opinion
of counsel (reasonably satisfactory to the Purchaser) admitted to
practice in such jurisdiction. Any opinion relied upon by such
counsel as aforesaid shall be delivered to the Purchaser together with
the opinion of such counsel, which opinion shall state that such
counsel believes that it and the Purchaser's reliance thereon is
justified.

(c) The representations and warranties made by the Company
herein shall be true and correct on and as of the Time of Purchase
with the same effect as though such representations and warranties had
been made on and as of the Time of Purchase, the Company shall have
complied in all material respects with all agreements as set forth in
or contemplated hereunder and in the other Transaction Documents, as
the case may be, required to be performed by it at or prior to the
Time of Purchase.

(d) None of the issuance and sale of the Securities pursuant
to this Agreement, the Transactions or any other transactions
contemplated by any of the Transaction Documents shall be enjoined
(temporarily or permanently) and no restraining order or other
injunctive order shall have been issued, and there shall not have been
any legal action, order, decree or other administrative proceeding
instituted or threatened against the Company or against the Purchaser
relating to the issuance of the Securities, the Transactions or any
other transactions contemplated by any of the Transaction Documents.

(e) (i) There shall not have been any change in the capital
stock of the Company or its Subsidiaries (other than the Stock Split)
nor any material increase in the consolidated short-term or long-term
debt of the Company from that set forth on the Exchange Act Filings or
contemplated by the Transaction Documents and (ii) the Company shall
not have any liabilities or obligations, contingent or otherwise
(other than in the ordinary course of business) that are material to
the Company and its Subsidiaries, taken as a whole, other than those
reflected in the Exchange Act Filings or contemplated by the
Transaction Documents.

-24-

(f) Each of the conditions precedent to the obligations of
lenders under the Senior Subordinated Credit Agreement contained in
Section 3.1 thereof shall have been satisfied in all respects or
waived.

(g) At the Time of Purchase, the Purchaser shall have
received a certificate dated the Time of Purch ase in form
satisfactory to the Purchaser from the President and the Chief
Financial Officer of the Company stating that the conditions specified
in this Section 4.1, have been satisfied or duly waived at the Time of
Purchase.

(h) Each of the Basic Documents shall be substantially in the
form attached hereto and the Basic Documents shall have been executed
and delivered by all the respective parties thereto and shall be in
full force and effect.

(i) All costs and any fees due and owing and expenses
(including, without limitation, legal fees and expenses) required to
be paid to or on behalf of the Purchaser on or prior to the Time of
Purchase pursuant to this Agreement and all fees and expenses payable
to the Special Counsel shall have been paid.

(j) The Certificate of Designations shall have been duly
filed with the Secretary of State of the State of Delaware and shall
be in full force and effect.

(k) On or before the Time of Purchase or the Additional Time
of Purchase, as the case may be, the Purchaser and Special Counsel
shall have received such further documents, opinions, certificates and
schedules or other instruments relating to the business, corporate,
legal and financial affairs of the Company and its Subsidiaries as
they may reasonably request.

ARTICLE V.

COVENANTS

Section 5.1. Furnishing of Information. The Company will
furnish to the Purchaser, as long as the Purchaser owns any Preferred Stock or
Warrants the information required by the Certificate of Designations or the
Warrant Agreement, as the case may be.

-25-

Section 5.2. Use of Proceeds. The proceeds of the issuance
and sale of the Preferred Stock and Warrants shall be applied by the Company,
together with borrowings under the Credit Agreement and the Subordinated Credit
Agreement, to pay fees, costs and expenses payable by the Company pursuant
hereto and in connection with the other Transactions, to pay the consideration
for the Acquisition, to repurchase Senior Notes pursuant to the Tender Offer,
to defease such Senior Notes, in whole or in part, and to repay certain
indebtedness of the Company and its Subsidiaries.

Section 5.3. Treatment of Dividends for Income Tax Purposes.
The Company covenants and agrees for the benefit of the Purchaser of Preferred
Stock and for the benefit of each subsequent holder of Preferred Stock that the
Company, (i) will not claim as an expense reducing taxable income any dividends
paid on the Preferred Stock in any Federal income tax return, claim for refund,
or other statement, report or submission, except to the extent that there may
be no reasonable basis in law to do otherwise; and (ii) will make any election
(or take any other action) which may become necessary to comply with clause
(i). At the reasonable request of the Purchaser or subsequent holder of
Preferred Stock (and at the expense of such Purchaser or subsequent holder),
the Company will join in the submission to the Internal Revenue Service of a
request for a ruling that the dividends paid on the Preferred Stock will be
eligible for the dividends received deduction under Section 242(a)(1) of the
Code. In addition, the Company will cooperate with the Purchaser or subsequent
holder of Preferred Stock in any litigation, appeal, or other proceeding
relating to the eligibility for the dividends received deduction under Section
243(a)(1) of the Code of any dividends (within the meaning of Section 316(a) of
the Code), paid on the Preferred Stock, provided that the Purchaser or
subsequent holder shall reimburse the Company for its reasonable out-of-pocket
expenses in connection with such proceeding. To the extent possible, the
principles of this Section 5.3 shall also apply with respect to state and local
taxes. The Company will use its best efforts to ensure that distributions made
with respect to the Preferred Stock are treated as dividends within the meaning
of Section 316(a) of the Code consistent with the operations of its business in
the ordinary course and with the accounting method and principles then in use.
The obligations of the Company hereunder shall survive the payment, redemption
or exchange of the Preferred Stock, the transfer of the Preferred Stock, and
the termination of this Agreement or any of the other Transaction Documents.

-26-

Section 5.4. Original Issue Discount. The Company may assert
a deduction for additional original issue discount if (i) in the opinion of
Counsel (as defined below) proposed or final Treasury regulations under the
Code or any amendment to the Code provides, or the holding in any Revenue
Ruling or other official announcement from the Department of Treasury including
the Internal Revenue Service or in any case decided by a Federal court
including the Tax Court and the Claims Court, fairly implies, that holders of
the Securities are required to include in income additional original issue
discount on the Securities, or (ii) the Internal Revenue Service asserts in
connection with an audit involving the Company, the Purchaser (or any
subsequent holder) or any other issuer or holder which in the opinion of
Counsel is similarly situated, that the Securities or similar securities have
additional original issue discount within the meaning of Section 1273 of the
Code, or any successor provision. For purposes of this Section 5.4, the term
"Counsel" shall mean such counsel of national standing as may be approved by
the Company and which counsel has no conflict of interest with either the
Company or the Purchaser.

Section 5.5. Issuance of Additional Warrants. If Preferred
Stock continues to be outstanding on and after the 60th day immediately
following the Time of Purchase, the Company will, as long as Preferred Stock
continues to be outstanding, issue Additional Warrants (identical to the
Warrants except that, with respect to the Additional Warrants referred to in
clause (iii) below, the expiration date shall be five years from the date of
issuance thereof and the redemption period shall commence on the date which is
three years from the date of issuance thereof, in each case as provided in the
Warrant Agreement and the Additional Warrants) under the Warrant Agreement
exercisable for Additional Warrant Shares, and subject to adjustment as
provided in Section 2.2(b) hereof, as follows: (i) 4,100 Additional Warrants
on each day commencing on, and including, the 61st day immediately following
the Time of Purchase and ending on, and including, the 90th day immediately
following the Time of Purchase, (ii) 5,235 Additional Warrants on each day
commencing on, and including, the 91st day immediately following the Time of
Purchase and ending on, and including, the 120th day immediately following the
Time of Purchase and (iii) 455,000 Additional Warrants on each quarterly
dividend payment date for the Preferred Stock after the 120th day immediately
following the Time of Purchase, whether or not dividends on the Preferred Stock
are declared on any such date; provided, however, that if (x) the Purchaser
shall purchase less than $165,000,000

-27-

aggregate liquidation value of Preferred Stock (the "Original Preferred Stock")
or (y) the Company shall redeem any of the Original Preferred Stock, the number
of Additional Warrants to be issued on such day or date shall be reduced to a
number equal to the number of Additional Warrants set forth in clause (i), (ii)
or (iii), as applicable, multiplied by a fraction, the numerator which shall be
the number of shares of Original Preferred Stock remaining outstanding on such
day or date and the denominator of which shall be 165,000. All Additional
Warrants will be issued on a pro rata basis to the holders of outstanding
Warrants based on the number of Warrants held by each such holder. The Company
agrees to take all steps necessary to provide for sufficient authorized shares
of Common Stock for issuance upon the exercise of any Additional Warrants.

Section 5.6. Preferred Stock. To the extent permitted by
applicable law the Company will treat the Preferred Stock as "stock" for the
purposes of the Code.

ARTICLE VI.

FEES

Section 6.1. Commitment Fee. The Company agrees to pay to
the Purchaser on the date of execution and delivery of this Agreement in
immediately available funds a commitment fee equal to 2% of the aggregate
liquidation value of the Preferred Stock agreed to be purchased pursuant to
this Agreement.

Section 6.2. Funding Fee. The Company agrees to pay to the
Purchaser at the Time of Purchase in immediately available funds a funding fee
equal to 2% of the aggregate liquidation value of the Preferred Stock
purchased. The Company further agrees that the Purchaser may deduct such
amount from any amounts payable by the Purchaser to the Company at the Time of
Purchase.

Section 6.3. Delay Fees. If the Closing shall not actually
occur on any date on which the Closing is scheduled to occur, and the Company
shall have failed to notify the Purchaser prior to 11:00 A.M., New York time,
on the date of such scheduled Closing that the Company has elected to postpone
the Closing, the Company shall pay to the Purchaser (as compensation for the
Purchaser's loss of funds and administrative costs) an amount of immediately
available funds equal to interest on the purchase price for the Securities to
have been purchased by the Purchaser on such scheduled date at

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such Closing at the rate per annum on the Preferred Stock which the Purchaser
has agreed to purchase as if the Preferred Stock and Warrants had been issued
on the scheduled date of Closing for each day from and including such scheduled
date of Closing to but not including the earlier of the date on which such
Closing actually occurs or the date on which the amount to be paid by the
Purchaser as said purchase price is available to such Purchaser for
reinvestment, but in any case not less than one day's interest; provided,
however, that the Company shall not owe the Purchaser anything under this
Section 6.1 if the Company has fulfilled all of its obligations under this
Agreement and the Purchaser is not willing or able to fulfill its obligations
on the scheduled date of Closing.

ARTICLE VII.

INDEMNITY

Section 7.1. Indemnity.

(a) Indemnification by the Company. The Company agrees and
covenants to hold harmless and indemnify the Purchaser and each person, if any,
who controls the Purchaser within the meaning of Section 15 of the Act and
Section 20 of the Exchange Act from and against any losses, claims, damages,
liabilities and expenses (including expenses of investigation) to which the
Purchaser or such controlling person may become subject (i) arising out of or
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Information and any amendments or supplements thereto or
any documents filed with the Commission or any State Commission or arising out
of or based upon the omission or alleged omission to state in the Information a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) arising out of, based upon or in any way related
or attributed to claims, actions or proceedings relating to this Agreement or
the subject matter of this Agreement or (iii) arising in any manner out of or
in connection with such Person being a Purchaser of the Preferred Stock and
Warrants and relating to any action taken or omitted to be taken by the
Company; provided, however, that the Company shall not be liable under this
paragraph (a) for any amounts paid in settlement of claims without its written
consent, which consent shall not be unreasonably withheld, or to the extent
that it is finally judicially determined that such losses, claims, damages or
liabilities arose primarily out of the gross negligence, willful misconduct or
bad faith of the Purchaser. The Company further agrees to reimburse the
Purchaser for any

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reasonable legal and other expenses as they are incurred by it in connection
with investigating, preparing to defend or defending any lawsuits, claims or
other proceedings or investigations arising in any manner out of or in
connection with such Person being a Purchaser; provided that if the Company
reimburses the Purchaser hereunder for any expenses incurred in connection with
a lawsuit, claim or other proceeding for which indemnification is sought, the
Purchaser hereby agrees to refund such reimbursement of expenses to the extent
it is finally judicially determined that the losses, claims, damages or
liabilities arising out of or in connection with such lawsuit, claim or other
proceedings arose primarily out of the gross negligence, willful misconduct or
bad faith of the Purchaser or from a violation by the Purchaser of legal
requirements applicable to the Purchaser solely because of its character as a
particular type of regulated institution (except that the Company shall not be
entitled to reimbursement under this Section 7.1 if its representation in
Section 3.1(v) hereof applies to the legal requirements violated by the
Purchaser). The Company further agrees that the indemnification, contribution
and reimbursement commitments set forth in this Article VII shall apply whether
or not the Purchaser is a formal party to any such lawsuits, claims or other
proceedings. Notwithstanding the foregoing, the Company shall not be liable to
a party seeking indemnification under the foregoing provisions of this
paragraph (a) to the extent that any such losses, claims, damages, liabilities
or expenses arise out of or are based upon an untrue statement or omission made
in any of the documents referred to in this paragraph (a) in reliance upon and
in conformity with the information relating to the party seeking
indemnification furnished in writing by such party for inclusion therein. The
indemnity, contribution and expense reimbursement obligations of the Company
under this Article VII shall be in addition to any liability the Company may
otherwise have.

(b) Procedure. If any Person shall be entitled to indemnity
hereunder (the "Indemnified Parties"), such Indemnified Party shall give prompt
notice confirmed in writing to the party or parties from which such indemnity
is sought (the "Indemnifying Parties") of the commencement of any proceeding (a
"Proceeding") with respect to which such Indemnified Party seeks
indemnification or contribution pursuant hereto; provided, however, that the
failure so to notify the Indemnifying Parties shall not relieve the
Indemnifying Parties from any obligation or liability except to the extent that
the Indemnifying Parties have been prejudiced materially by such failure. The
Indemnifying Parties shall

-30-

have the right, exercisable by giving written notice to an Indemnified Party
promptly after the receipt of written notice from such Indemnified Party of
such Proceeding, to assume, at the Indemnifying Parties' expense, the defense
of any such Proceeding, with counsel reasonably satisfactory to such
Indemnified Party; provided, however, that an Indemnified Party or parties (if
more than one such Indemnified Party is named in any Proceeding) shall have the
right to employ separate counsel in any such Proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or parties unless: (1) the Indemnifying
Parties agree to pay such fees and expenses; or (2) the Indemnifying Parties
fail promptly to assume the defense of such Proceeding or fail to employ
counsel reasonably satisfactory to such Indemnified Party or parties; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party or Parties and the Indemnifying Party or an
Affiliate of the Indemnifying Party and such Indemnified Parties, and the
Indemnifying Parties shall have been advised in writing by counsel that there
may be one or more material defenses available to such Indemnified Party or
parties that are different from or additional to those available to the
Indemnifying Parties, in which case, if such Indemnified Party or parties
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense thereof and such counsel shall
be at the expense of the Indemnifying Parties, it being understood, however,
that, unless there exists a conflict among Indemnified Parties, the
Indemnifying Parties shall not, in connection with any one such Proceeding or
separate but substantially similar or related Proceedings in the same
jurisdiction, arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel, if any) at any time for such
Indemnified Party or parties, or for fees and expenses that are not reasonable.
No Indemnified Party or parties will settle any Proceedings without the written
consent of the Indemnifying Party or parties (but such consent will not be
unreasonably withheld).

Section 7.2. Contribution. If for any reason the
indemnification provided for in Section 7.1 of this Agreement is unavailable to
an Indemnified Party, or insufficient to hold it harmless, in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then each
applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or

-31-

payable by such Indemnified Party as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the
relative benefits received by the Indemnifying Party on the one hand and the
Indemnified Party on the other, but also the relative fault of the Indemnifying
and Indemnified Parties in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Indemnifying and
Indemnified Parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying or Indemnified Parties and each such party's
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages and liabilities referred to above shall
be deemed to include any reasonable legal or other fees or expenses incurred by
such party in connection with investigating or defending any such claim.

The Company and the Purchaser agree that it would not be just
and equitable if contribution pursuant to the immediately preceding paragraph
were determined by any method of allocation which does not take into account
the equitable considerations referred to in such paragraph. No person guilty
of fraudulent misrepresentation shall be entitled to contribution from any
Person.

Section 7.3. Registration Rights Agreements. Notwithstanding
anything to the contrary in this Article VII, the indemnification and
contribution provisions of the Registration Rights Agreement or the Common
Stock Registration Rights Agreement shall govern any claim with respect
thereto.

ARTICLE VIII.

MISCELLANEOUS

Section 8.1. Home Office Payment. Subject to the provisions
of the Basic Documents, the Company agrees that, so long as the original
Purchaser hereunder shall own Securities purchased by it hereunder, the Company
will make any payments to the Purchaser of liquidation preference, premium or
dividends due on any Security not represented by a Global Certificate (and any
liquidated damages payments relating thereto pursuant to the Preferred Stock
Registration Rights

-32-

Agreement) by wire transfer in immediately available funds by 11:00 p.m., local
time at the location in the United States of the Purchaser's account, on the
date of payment to such account as shall have been specified by separate
written notice to the Company by the Purchaser (providing sufficient
information with such wire transfer to identify the source and application of
the funds and requesting the bank to send a credit advice thereof to the
Purchaser), or to such other account or in such other similar manner as the
Purchaser may designate to the Company in writing.

Section 8.2. Survival of Provisions. The representations,
warranties and covenants of the Company and the Purchaser made herein, the
indemnity and contribution agreements contained herein and each of the
provisions of Articles V, VII and VIII shall remain operative and in full force
and effect regardless of (a) any investigation made by or on behalf of the
Company, the Purchaser or any Indemnified Party, (b) acceptance of any of the
Securities and payment therefor or (c) disposition of the Securities by the
Purchaser whether by redemption, exchange, sale or otherwise. The respective
agreements, covenants, indemnities and other statements set forth in Article
VII and Section 8.8 shall remain in full force and effect regardless of any
termination or cancellation of this Agreement.

Section 8.3. Termination. This Agreement may be terminated
(as to the party electing to so terminate it) at any time prior to the Time of
Purchase by the Purchaser if any of the conditions specified in Section 4.1 of
this Agreement have not been met or waived pursuant to the terms of this
Agreement. In addition, the obligation of the Purchaser to purchase the
Preferred Stock and Warrants shall terminate on the earlier of (i) the date on
which the Asset Purchase Agreement is terminated in accordance with its terms,
(ii) the date on which the Company informs the Purchaser that it has decided
not to proceed with the Acquisition if such Asset Purchase Agreement has not
been executed and (iii) September 30, 1996 if the Closing does not occur on or
before such date.

Section 8.4. No Waiver; Modifications in Writing. (a) No
failure or delay on the part of the Company or the Purchaser in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies provided for herein are cumulative and are not exclusive
of any remedies that may

-33-

be available to the Company or the Purchaser at law or in equity or otherwise.
No waiver of or consent to any departure by the Company from any provision of
this Agreement shall be effective unless signed in writing by the party
entitled to the benefit thereof, provided that notice of any such waiver shall
be given to each party hereto as set forth below. Except as otherwise provided
herein, no amendment, modification or termination of any provision of this
Agreement shall be effective unless signed in writing by or on behalf of the
Purchaser. Any amendment, supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement, and any consent
to any departure by the Company from the terms of any provision of this
Agreement, shall be effective only in the specific instance and for the
specific purpose for which made or given. Except where notice is specifically
required by this Agreement, no notice to or demand on the Company in any case
shall entitle the Company to any other or further notice or demand in similar
or other circumstances.

(b) Except pursuant to Article VI hereof, the Company has not
paid or shall not pay, or has not caused or shall not cause to be paid,
directly or indirectly, any remuneration, whether by way of interest, fee or
otherwise, to any holder of any Securities as consideration for or as an
inducement to the purchase by any holder of the Securities.

Section 8.5. Role of Special Counsel. The role of Cahill
Gordon & Reindel, special counsel to the Purchaser, has been limited to
functioning on this Agreement and such firm has not performed a due diligence
investigation with respect to the Company or any of its Subsidiaries (after
giving effect to the Acquisition) or their respective affairs.

Section 8.6. Communications. All notices, demands and other
communications provided for hereunder shall be in writing and, (a) if to the
Purchaser, shall be given by registered or certified mail, return receipt
requested, telex, telegram, telecopy, courier service or personal delivery,
addressed to CIBC WG Argosy Merchant Fund 2, L.L.C. c/o CIBC Wood Gundy
Securities Corp., 425 Lexington Avenue, 3rd Floor, New York, New York 10017 or
to such other address as the Purchaser may designate to the Company in writing,
(b) if to the Company, shall be given by similar means to Outdoor Services,
Inc., 2502 North Black Canyon Highway, Phoenix, Arizona 85009, Attention:
President, or at such other address as the Company may designate in writing.
In each case notices,

-34-

demands and other communications shall be deemed given when received.

Section 8.7. Costs, Expenses and Taxes. The Company agrees
to pay all costs and expenses (including, without limitation, the reasonable
fees and expenses of Purchaser's counsel) in connection with the negotiation,
preparation, printing, typing, reproduction, execution and delivery of this
Agreement and each of the other Transaction Documents, any amendment or
supplement to or modification of any of the foregoing and any and all other
documents furnished pursuant hereto or thereto or in connection herewith or
therewith, and, except as limited by Article VII, all costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses of
Company counsel), if any, in connection with the enforcement of this Agreement,
the Securities, the Additional Warrants or the Additional Warrant Shares or any
other agreement furnished pursuant hereto or thereto or in connection herewith
or therewith. In addition, the Company shall pay any and all stamp, transfer
and other similar taxes payable or determined to be payable in connection with
the execution and delivery of this Agreement, any other Transaction Document or
the issuance of the Securities, the Additional Warrants or the Additional
Warrant Shares, and shall save and hold the Purchaser harmless from and against
any and all liabilities with respect to or resulting from any delay in paying,
or omission to pay, such taxes.

Section 8.8. Determinations. All determinations to be made
by the Company or the Purchaser hereunder in its opinion or judgment or with
its approval or otherwise shall be made by it in its sole discretion.

Section 8.9. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

Section 8.10. Binding Effect; Assignment. The rights and
obligations of the Purchaser under this Agreement may not be assigned to any
other Person except with the prior consent of the Company. Except as expressly
provided in this Agreement, this Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement, and their respective successors and assigns.

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This Agreement shall be binding upon the Company and the Purchaser, and their
successors and assigns.

SECTION 8.11. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 8.12. Severability of Provisions. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

Section 8.13. Headings. The Article and Section headings and
Table of Contents used or contained in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.

OUTDOOR SYSTEMS, INC.

By:/s/William S. Levine
------------------------------
Name: William S. Levine
Title: Chairman

CIBC WG ARGOSY MERCHANT
FUND 2, L.L.C.

By:/s/Andrew R. Heyer
------------------------------
Name: Andrew R. Heyer
Title: Managing Director

Schedule I
----------

SUBSIDIARIES
------------

Name Jurisdiction of Name
- ---- Incorporation
--------------------
Outdoor Systems Painting, Inc. Arizona
OS Advertising of Texas Painting, Inc. Texas
OS Baseline, Inc. Arizona
Decode Communications Group, Inc. Colorado
Bench Advertising Company of Colorado, Inc. Colorado
New York Subways Advertising Co., Inc. Arizona
Mediacom Inc. Canada

Schedule II
-----------

OUTSTANDING SUBSCRIPTIONS,
OPTIONS, WARRANTS, RIGHTS, ETC.
-------------------------------

None.