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Exhibit 99.3
EXECUTION COPY
ASSUMPTION AND AMENDMENT AGREEMENT
ASSUMPTION AND AMENDMENT AGREEMENT, dated as of April 15, 1998, made
by SALM ENTERPRISES, INC., a California corporation, and ATLANTIC PROSPECT,
INC., a New York corporation (collectively, the "Additional Grantors"), in favor
of CANADIAN IMPERIAL BANK OF COMMERCE, as US Administrative Agent and Canadian
Administrative Agent (in such capacities, the "Administrative Agent") for the
banks and other financial institutions (the "Lenders") parties to the Credit
Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H:
WHEREAS, Outdoor Systems, Inc., a Delaware corporation (the
"Company"), and Mediacom Inc., a Canadian corporation (collectively, the
"Borrowers"), the Lenders and the Administrative Agent have entered into the
Fifth Amended and Restated Credit Agreement, dated as of August 15, 1997 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Company and
certain of its Affiliates (other than the Additional Grantors) have entered into
the US Guarantee and Collateral Agreement, dated as of August 22, 1996 (as
amended, supplemented or otherwise modified from time to time, the "US Guarantee
and Collateral Agreement"), in favor of the US Administrative Agent for the
benefit of the Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantors to
become parties to the US Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantors have agreed to execute and deliver
this Assumption and Amendment Agreement to become parties to the US Guarantee
and Collateral Agreement, and the Company has agreed to execute and deliver this
Assumption and Amendment Agreement to cause the Capital Stock of the Additional
Grantors that is owned by the Company to become Pledged Stock under the US
Guarantee and Collateral Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Joinder. By executing and delivering this Assumption and
Amendment Agreement, the Additional Grantors, as provided in Section 8.16 of the
US Guarantee and Collateral Agreement, hereby become parties to the US Guarantee
and Collateral Agreement as Grantors thereunder with the same force and effect
as if originally named therein as Grantors and, without limiting the generality
of the foregoing, hereby expressly assume all obligations and liabilities of
Grantors thereunder. The information set forth in Annex A hereto is hereby added
to the information set forth in Schedules 1 through 6 to the US Guarantee and
Collateral Agreement. The Additional Grantors hereby represent and warrant that
each of the representations and warranties contained in Section 4 of the US
Guarantee and Collateral Agreement is true and correct on and as of the date
hereof (after giving effect to this Assumption and Amendment Agreement) as if
made on and as of such date.
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2. Additional Pledged Agreement. By executing and delivering this
Assumption and Amendment Agreement, the Company hereby agrees that Schedule 2 of
the US Guarantee and Collateral Agreement is hereby amended by adding thereto
the information with respect to the shares of Capital Stock of the Additional
Grantors listed on Annex B hereto and that the lien created by the US Guarantee
and Collateral Agreement shall hereby be extended to cover such shares. The
Company hereby represents and warrants that each of the representations and
warranties contained in Section 4 of the US Guarantee and Collateral Agreement
is true and correct on and as of the date hereof (after giving effect to this
Assumption and Amendment Agreement) as if made on and as of such date. The
Company is delivering to the US Administrative Agent together with this
Assumption and Amendment Agreement the certificates representing the shares of
Capital Stock of the Additional Grantors listed on Annex B hereto, together
with, in the case of each such certificate, a duly executed blank stock power.
3. GOVERNING LAW. THIS ASSUMPTION AND AMENDMENT AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have caused this Assumption and
Amendment Agreement to be duly executed and delivered as of the date first above
written.
SALM ENTERPRISES, INC.
By: /s/ William S. Levine
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Name: William S. Levine
Title: Chairman
ATLANTIC PROSPECT, INC.
By: /s/ William S. Levine
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Name: William S. Levine
Title: Chairman
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
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Name: William S. Levine
Title: Chairman
Agreed to:
CANADIAN IMPERIAL BANK OF COMMERCE,
as US Administrative Agent
By: /s/
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Name:
Title:
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ANNEX A
SCHEDULE 1 NOTICE ADDRESSES OF GUARANTORS
1. Salm Enterprises, Inc.
2502 North Black Canyon Highway
Phoenix, Arizona 85009
Attention: William S. Levine
2. Atlantic Prospect, Inc.
2502 North Black Canyon Highway
Phoenix, Arizona 85009
Attention: William S. Levine
SCHEDULE 2 DESCRIPTION OF PLEDGED SECURITIES
PLEDGED STOCK:
ISSUER CLASS OF STOCK STOCK CERT.# # OF SHARES
Salm Enterprises, Inc. Common 7 2,500.0
Atlantic Prospect, Inc. Common 1 100.0
PLEDGED NOTES:
None
SCHEDULE 3 FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS
UNIFORM COMMERCIAL CODE FILINGS
ENTITY JURISDICTION
Salm Enterprises, Inc. Arizona - Secretary of State
California - Secretary of State
Atlantic Prospect, Inc. Arizona - Secretary of State
New York - Secretary of State
Kings County
PATENT AND TRADEMARK FILINGS
None
UNITED STATES
REGISTERED MARKS
None
PENDING APPLICATIONS
None
COMMON LAW MARKS
None
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CANADA
COMMON LAW MARKS
None
FILINGS REQUIRED TO PERFECT SECURITY INTEREST IN PATENT AND
TRADEMARK FILINGS
None
ACTIONS WITH RESPECT TO PLEDGED STOCK
None
OTHER ACTIONS
None
SCHEDULE 4 LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE
GRANTOR JURISDICTION
1. Salm Enterprises, Inc. California
2502 North Black Canyon Highway
Phoenix, Arizona 85009
Attention: William S. Levine
2. Atlantic Prospect, Inc. New York
2502 North Black Canyon Highway
Phoenix, Arizona 85009
Attention: William S. Levine
SCHEDULE 5 LOCATION OF INVENTORY AND EQUIPMENT
GRANTOR LOCATION
1. Salm Enterprises, Inc. 1731 Workman Street
2502 North Black Canyon Highway Los Angeles, CA 90031
Phoenix, Arizona 85009
2. Atlantic Prospect, Inc. None(1)
2502 North Black Canyon Highway
Phoenix, Arizona 85009
SCHEDULE 6 COPYRIGHTS AND COPYRIGHT LICENSES, PATENT AND PATENT LICENSES,
TRADEMARKS AND TRADEMARK LICENSES
None
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(1) This company was incorporated for the purpose of holding, and holds a 100%
interest in, the mortgage on property located at 129-133 Prospect Avenue,
Brooklyn, Kings County, New York 11215.
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ANNEX B
DESCRIPTION OF PLEDGED SECURITIES
PLEDGED STOCK
Issuer Class of Stock Stock Certificate Number # of Shares
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Salm Enterprises, Inc. Common 7 2,500
Atlantic Prospect, Inc. Common 1 100