Execution Counterpart
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AND PLEDGE AGREEMENT
AMENDMENT NO. 1 to Credit Agreement and Pledge
Agreement ("Amendment No. 1") dated as of March 31, 1997, between
Lamar Advertising Company (the "Borrower"), the Subsidiary
Guarantors party thereto, the Lenders party thereto (the
"Lenders") and The Chase Manhattan Bank, as Administrative Agent.
The Borrower, the Subsidiary Guarantors, the Lenders
and the Administrative Agent are parties to a Credit Agreement
dated as of December 18, 1996 (as modified and supplemented and
in effect on the date hereof, the "Credit Agreement"). The
Borrower, the Subsidiary Guarantors and the Administrative Agent
are parties to a Pledge Agreement dated as of December 18, 1996
(as modified and supplemented and in effect on the date hereof,
the "Pledge Agreement"). The Borrower, the Subsidiary Guarantors
and the Lenders wish to amend the Credit Agreement and the Pledge
Agreement in certain respects and, accordingly, the parties
hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined
in this Amendment No. 1, terms defined in the Credit Agreement
(as amended hereby) are used herein as defined therein.
Section 2. Amendments to the Credit Agreement.
Subject to the satisfaction of the conditions precedent specified
in Section 6 below, but effective as of the date hereof (the
"Effective Date"), the Credit Agreement shall be amended as
follows:
2.01. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder",
"hereby", "herein" and "hereof") shall be deemed to be references
to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement shall be
amended by adding the following new definitions (to the extent
not already included in said Section 1.01) and inserting the same
in the appropriate alphabetical locations and amending the
following definitions (to the extent already included in said
Section 1.01), as follows:
"Effective Date" shall have the meaning assigned to
such term in Amendment No. 1 to this Agreement.
"PAB Disposition" shall mean the sale of all of the
outstanding shares of the stock of Penn Advertising of
Baltimore, Inc., to Universal Outdoor, Inc., or its assigns,
by the Borrower.
"Penn Stock Purchase Agreement" shall mean that certain
Stock Purchase Agreement dated as of February 7, 1997,
between the Persons listed on Schedules 3.2 and 4.2 thereto
and the Company, as Buyer, whereby the Company intends to
purchase, either directly or indirectly, all of the
outstanding shares of Penn Advertising, Inc."
2.03. The definition of "Disposition" in Section 1.01
is hereby amended by adding the following at the end thereof:
"Notwithstanding the foregoing, Disposition shall not
mean, or refer to, the PAB Disposition so long as the
Net Cash Payments of the PAB Disposition are applied,
on or before the 269th day following the PAB
Disposition, to an investment in assets (including
capital stock or other securities purchased in
connection with the acquisition of capital stock or
property of another person) used or useful in
businesses similar or ancillary to the business of the
Borrower and the Borrower's subsidiaries at the time of
the PAB Disposition."
2.04. Section 7.09(c) of the Credit Agreement is
hereby amended by replacing "to exceed" therein with "to be less
than".
Section 3. Amendments to the Pledge Agreement.
Subject to the satisfaction of the conditions precedent specified
in Section 6 below, but effective as of the Effective Date, the
Pledge Agreement shall be amended as follows:
3.01. References in the Pledge Agreement (including
references to the Pledge Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder",
"hereby", "herein" and "hereof") shall be deemed to be references
to the Pledge Agreement as amended hereby.
3.02. The definition of "Secured Obligations" in
Section 1.01 is hereby amended by inserting "or Equity Hedging
Arrangement" immediately following "Hedging Agreement" therein.
Section 4. Representations and Warranties. The
Borrower represents and warrants to the Lenders that the
representations and warranties set forth in Article IV of the
Credit Agreement are true and complete on the Effective Date as
if made on and as of the date hereof and as if each reference in
said Article IV to "this Agreement" includes reference to this
Amendment No. 1.
Section 5. Waiver of Joinder. Subject to the
satisfaction of the conditions precedent specified in Section 6
below, but effective as of the Effective Date, by its signature
below, each party to this Amendment hereby waives the
requirement, pursuant to Section 6.11 of the Credit Agreement,
that Penn Advertising of Baltimore, Inc. execute and deliver a
Joinder Agreement (and thereby become a party to the Credit
Agreement, as a "Subsidiary Guarantor", and a party to the Pledge
Agreement, as a "Securing Party"), for a period of 45 days
following the acquisition of Penn Advertising, Inc. pursuant to
the Penn Stock Purchase Agreement.
Section 6. Conditions Precedent. As provided in
Sections 2 and 3 above, the amendments to the Credit Agreement
and Pledge Agreement set forth in said Sections 2 and 3 shall
become effective, upon the execution of this Amendment by the
Borrower, the Subsidiary Guarantors, the Lenders and the
Administrative Agent.
Section 7. Miscellaneous. Except as herein provided,
the Credit Agreement and Pledge Agreement shall remain unchanged
and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart. This Amendment No. 1 shall be
governed by, and construed in accordance with, the law of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day
and year first above written.
LAMAR ADVERTISING COMPANY
/s/Keith A. Istre
By:___________________________
Name: Keith A. Istre
Title: Chief Financial Officer
SUBSIDIARY GUARANTORS
INTERSTATE LOGOS, INC.
THE LAMAR CORPORATION
LAMAR ADVERTISING OF MOBILE, INC.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
LAMAR ADVERTISING OF SOUTH
MISSISSIPPI, INC.
LAMAR ADVERTISING OF JACKSON, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
LAMAR ADVERTISING OF SOUTH GEORGIA,
INC.
LAMAR TENNESSEE LIMITED PARTNER,
INC.
TLC PROPERTIES, INC.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
LAMAR ADVERTISING OF YOUNGSTOWN,
INC.
NEBRASKA LOGOS, INC.
OKLAHOMA LOGO SIGNS, INC.
MISSOURI LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
TEXAS LOGOS, INC.
MISSISSIPPI LOGOS, INC.
GEORGIA LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
By:/s/ Keith A. Istre
---------------------
Name: Keith A. Istre
Title: Vice President and
Chief Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP
By: Lamar Texas General Partner,
Inc., its general partner
By:/s/Keith A. Istre
------------------
Name: Keith A. Istre
Title: Vice President and
Chief Financial Officer
LAMAR TENNESSEE LIMITED PARTNERSHIP
LAMAR TENNESSEE LIMITED PARTNERSHIP
II
By: The Lamar Corporation, their
general partner
By:/s/Keith A. Istre
------------------
Name: Keith A. Istre
Title: Vice President and
Chief Financial Officer
LAMAR AIR, L.L.C.
By: The Lamar Corporation, its
manager
By:/s/ Keith A. Istre
--------------------
Name: Keith A. Istre
Title: Vice President and
Chief Financial Officer
MINNESOTA LOGOS, A PARTNERSHIP
By: Minnesota Logos, Inc., its
general partner
By:/s/ Keith A. Istre
-------------------
Name: Keith A. Istre
Title: Vice President and
Chief Financial Officer
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:___________________________
Name:
Title:
LENDERS
THE CHASE MANHATTAN BANKBANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
By:________________________ By:_______________________
Name: Name:
Title: Title:
CIBC INC. FLEET BANK, N.A.
By:________________________ By:______________________
Name: Name:
Title: Title:
ABN AMRO BANK N.V. BANQUE PARIBAS
By: ABN AMRO NORTH
AMERICA, INC.,
as Agent
By:_______________________ By:_______________________
Name: Name:
Title: Title:
By:_______________________ By:______________________
Name: Name:
Title: Title:
CORESTATES BANK, N.A. BANK OF MONTREAL, CHICAGO
BRANCH
By:_______________________ By:______________________
Name: Name:
Title: Title:
THE LONG-TERM CREDIT BANK HIBERNIA NATIONAL BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By:_______________________ By:______________________
Name: Name:
Title: Title:
MERITA BANK LTD - THE BANK OF NOVA SCOTIA
NEW YORK BRANCH
By:_______________________ By:______________________
Name: Name:
Title: Title:
By:_______________________
Name:
Title:
UNION BANK OF CALIFORNIA BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:_______________________ By:______________________
Name: Name:
Title: Title:
FIRST UNION NATIONAL BANK STATE STREET BANK AND
OF NORTH CAROLINA TRUST COMPANY
By:_______________________ By:______________________
Name: Name:
Title: Title:
CRESTAR BANK
By:_______________________
Name:
Title: