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EXHIBIT 10.28
[Execution copy]
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AND GUARANTY AND PLEDGE AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY AND PLEDGE
AGREEMENT dated as of January 30, 2001 in respect of (i) the Credit Agreement
dated as of August 13, 1999 (as heretofore amended, the "Credit Agreement")
between Lamar Media Corp. (the "Borrower"), the Subsidiary Guarantors party
thereto, the lenders party thereto, and The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the "Administrative Agent"), and (ii)
the Guaranty and Pledge Agreement dated as of September 15, 1999 (the "Holdings
Guaranty and Pledge Agreement") between Lamar Advertising Company ("Holdings")
and the Administrative Agent.
The Borrower and Holdings have requested that the
Administrative Agent consent to certain amendments to the Credit Agreement and
the Holdings Guaranty and Pledge Agreement. The Administrative Agent, pursuant
to authority granted by, and having obtained all necessary consents of, the
Required Lenders (as defined in the Credit Agreement), has agreed to such
amendments and, accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Terms defined in the Credit Agreement
and used herein are used herein as defined therein.
Section 2. Amendments. Subject to the execution and delivery
hereof by the Borrower, Holdings, the Subsidiary Guarantors and the
Administrative Agent, but effective as of the date hereof, the Credit Agreement
and the Holdings Guaranty and Pledge Agreement shall be amended as follows:
Section 2.01. General. References in the Credit Agreement and
the Holdings Guaranty and Pledge Agreement, respectively (including references
to the Credit Agreement and Holdings and Guaranty and 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 Credit Agreement and the Holdings Guaranty and Pledge Agreement,
respectively, as amended hereby.
Section 2.02. Amendment to Credit Agreement - Definitions.
Section 1.01 of the Credit Agreement shall be amended by amending in their
entirety the following definitions, as follows:
"Debt Service" means, for any period, the sum, for the
Borrower and its Restricted Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), of the following:
(a) the amount, if any, by which the aggregate principal amount of
Revolving Credit Loans outstanding hereunder at the beginning of such
period shall exceed the aggregate amount of the Revolving
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Credit Commitments scheduled to be in effect at the end of such period
after giving effect to any reductions of such Commitments scheduled to
occur during such period pursuant to Section 2.07 plus (b) all
regularly scheduled payments or regularly scheduled mandatory
prepayments of principal of any other Indebtedness (including the
Tranche A Term Loans, the Tranche B Term Loans and the Incremental
Loans and the principal component of any payments in respect of Capital
Lease Obligations, but excluding any prepayments pursuant to Section
2.09) made during such period plus (c) all Interest Expense for such
period.
"Fixed Charges Ratio" means, as at any date, the ratio of (a)
EBITDA for the period of four consecutive fiscal quarters ending on or
most recently ended prior to such date to (b) the sum for the Borrower
and its Restricted Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), of the following: (i) all
Debt Service for such period plus (ii) the aggregate amount of all
Capital Expenditures made during such period plus (iii) the aggregate
amount paid, or required to be paid, in cash in respect of income,
franchise, real estate and other like taxes for such period (to the
extent not deducted in determining EBITDA for such period) plus (iv)
all Dividend Payments made to Holdings during such period not included
in Interest Expense.
"Incremental Loan Commitment" means, with respect to each
Lender, the amount of the offer of such Lender to make Incremental
Loans of any Series that is accepted by the Borrower in accordance with
the provisions of Section 2.01(d), as such amount may be (a) reduced
from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The aggregate amount of the
Incremental Loan Commitments of all Series shall not exceed
$1,000,000,000.
"Interest Expense" means, for any period, the sum, for the
Borrower and its Restricted Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), of the following:
(a) all interest in respect of Indebtedness accrued or capitalized
during such period (whether or not actually paid during such period)
plus (b) the net amounts payable (or minus the net amounts receivable)
under Hedging Agreements accrued during such period (whether or not
actually paid or received during such period) including, without
limitation, fees, but excluding reimbursement of legal fees and other
similar transaction costs and excluding payments required by reason of
the early termination of Hedging Agreements in effect on the date
hereof plus (c) all fees, including letter of credit fees and expenses,
incurred hereunder after the Effective Date plus (d) for any period,
the aggregate amount of Dividend Payments made by the Borrower to
Holdings to enable Holdings to make interest payments on Indebtedness
of Holdings.
Notwithstanding the foregoing, if during any period for which
Interest Expense is being determined the Borrower shall have
consummated any Acquisition (including the Chancellor Acquisition) or
Disposition then, for all
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purposes of this Agreement (other than for purposes of the definition
of Excess Cash Flow), Interest Expense shall be determined on a pro
forma basis as if such Acquisition or Disposition (and any Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries in
connection with such Acquisition or repaid as a result of such
Disposition) had been made or consummated (and such Indebtedness
incurred or repaid) on the first day of such period.
"Total Debt Ratio" means as at any date, the ratio of (a) all
Indebtedness of the Borrower and its Restricted Subsidiaries
(determined on a consolidated basis without duplication in accordance
with GAAP) on such date and (for all purposes other than Section 7.09)
all Indebtedness of Holdings to (b) EBITDA for the period of four
consecutive fiscal quarters ending on or most recently ended prior to
such date.
Section 2.03. Amendment to Credit Agreement - Incremental Loan
Commitments. Clause (ii) of the first paragraph of Section 2.01(d) is hereby
amended to read in its entirety as follows:
"(ii) the aggregate principal amount of all Incremental Loan
Commitments and Incremental Loans shall not exceed $1,000,000,000."
Section 2.04. Amendment to Credit Agreement - Dividend
Payments. Section 7.06(ii) is hereby amended to read in its entirety as follows:
"(ii) the aggregate amount of Dividend Payments made during
any fiscal year shall not exceed the greater of (A) $500,000 and (B)
the lesser of (x) 50% of Excess Cash Flow for the immediately preceding
fiscal year and (y) $20,000,000; provided that, to the extent not
permitted by the foregoing, the Borrower may make Dividend Payments to
Holdings in the amounts and at the times necessary to make scheduled
payments of interest on Indebtedness of Holdings."
Section 2.05. Amendment to Holdings Guaranty and Pledge
Agreement. Clauses (d), (e) and (f) of Article V of the Holdings Guaranty and
Pledge Agreement shall be amended in their entirety to read as follows:
"(d) create, incur, or suffer to exist any Indebtedness, other
than in respect of the Credit Agreement, the Senior Notes, or
additional Indebtedness so long as (i) the terms of such additional
Indebtedness are not more restrictive upon the Borrower or any of its
Subsidiaries than the restrictions set forth in the Borrower's
presently-outstanding 9-5/8% Senior Subordinated Notes due 2006 (and
such additional Indebtedness in any event permits the restrictions
contained in the Credit Agreement upon Dividend Payments, the making of
loans and advances to Holdings and its other Subsidiaries, and upon
transfers of assets to Holdings and its other Subsidiaries) and (ii)
such additional Indebtedness matures not earlier than the Senior Notes;
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(e) engage in any business or other activity other than the
business of (i) holding the shares of capital stock of the Borrower and
activities relating to Qualified Holdings Obligations and (ii) holding
shares of, or other equity interests in, other Subsidiaries of Holdings
and activities relating to obligations of the type described in the
definition of "Qualified Holdings Obligations" but incurred with
respect to such other Subsidiaries; or
(f) permit any of the provisions of Section 7.09(a), 7.09(c)
or 7.09(d) of the Credit Agreement to be breached."
Section 3. Conditions. The amendments to the Credit Agreement
and the Holdings Guaranty and Pledge Agreement set forth in Section 2 hereof
shall become effective, as of the date hereof, upon (i) the execution of this
Amendment No. 2 by the Borrower and the Administrative Agent and (ii) the
payment to each Lender that authorizes the Administrative Agent to execute this
Amendment No. 2 not later than 5 p.m. New York time on January 30, 2001, of an
amendment fee in an amount equal to 1/20 of 1% of the sum of (x) the Revolving
Credit Commitment of such Lender on such date plus (y) the aggregate outstanding
principal amount of the Term Loans of such Lender on such date plus (z) the
aggregate outstanding principal amount of the Incremental Loans of such Lender
on such date.
Section 4. Miscellaneous. Except as expressly herein provided,
the Credit Agreement and the Holdings Guaranty and Pledge Agreement shall remain
unchanged and in full force and effect. This Amendment No. 2 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. 2 by signing any such counterpart. This Amendment No. 2 shall be
governed by, and construed in accordance with, the law of the State of New York.
Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed as of the day and year first above written.
BORROWER AND HOLDINGS
LAMAR MEDIA CORP. LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre By: /s/ Keith Istre
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Title: Title:
SUBSIDIARY GUARANTORS
LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
TLC PROPERTIES, INC.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
LAMAR ADVERTISING OF YOUNGSTOWN, INC.
NEBRASKA LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
FLORIDA LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
COLORADO LOGOS, INC.
NEW MEXICO LOGOS, INC.
CANADIAN TODS LIMITED
LAMAR ADVERTISING OF MICHIGAN, INC.
LAMAR ELECTRICAL, INC.
AMERICAN SIGNS, INC.
LAMAR OCI NORTH CORPORATION, successor to
Lamar Aztec, Inc.
LAMAR OCI SOUTH CORPORATION
LAMAR ADVERTISING OF KENTUCKY, INC.
LAMAR FLORIDA, INC.
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LAMAR ADVERTISING OF IOWA, INC.
LAMAR ADVAN, INC.
LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
SUPERIOR OUTDOOR ADVERTISING, INC.
CUSTOM LEASING & REALTY, INC.
ARKANSAS OUTDOOR ADVERTISING CO., INC.
LAMAR CENTRAL OUTDOOR, INC., formally known
as Lamar Advertising of Texas, Inc. and
successor to Dowling Company Incorporated,
Lamar Martin Corporation, Lamar MW Sign
Corporation, Lamar Nevada Sign
Corporation, Lamar Outdoor Corporation,
Lamar Whiteco Outdoor Corporation, Lamar
Springfield, Inc., Lamar West, L.P.,
Lindsay Outdoor Advertising, Inc., and
Scenic Marketing & Consulting, Inc.
LAMAR ADVANTAGE HOLDING COMPANY
LAMAR EMBER, INC.
LAMAR KYO, INC.
LAMAR OHIO OUTDOOR HOLDING CORP.
LAMAR BENCHES, INC.
LAMAR I-40 WEST, INC.
LAMAR ADVERTISING OF OKLAHOMA, INC.
LAMAR WRIGHT POSTER CORP.
LAMAR OKLAHOMA HOLDING COMPANY, INC.
HARDIN DEVELOPMENT CORPORATION
PARSONS DEVELOPMENT COMPANY
REVOLUTION OUTDOOR ADVERTISING,
INC.
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
MISSOURI LOGOS, LLC, formally known
as Lamar Missouri, LLC and
successor to Missouri Logos, Inc.
KENTUCKY LOGOS, LLC, formally known
as Lamar Kentucky, LLC and
successor to Kentucky Logos, Inc.
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OKLAHOMA LOGOS, L.L.C., successor to
Oklahoma Logo Signs, Inc.
MISSISSIPPI LOGOS, L.LC., successor to
Mississippi Logos, Inc.
DELAWARE LOGOS, L.L.C.
NEW JERSEY LOGOS, L.L.C., successor to New
Jersey Logos, Inc.
GEORGIA LOGOS, L.L.C., formally known as
Georgia Logos, Inc.
VIRGINIA LOGOS, LLC, successor to Virginia
Logos, Inc.
By: Interstate Logos, L.L.C.
Its: Managing Member
By: Lamar Media Corp., Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
INTERSTATE LOGOS, L.L.C., successor to
Interstate Logos, Inc.
By: Lamar Media Corp.,
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
LAMAR ADVERTISING OF MACON, L.L.C.,
successor to Outdoor West, Inc. of
Tennessee and Outdoor West, Inc. of
Georgia
LAMAR ADVERTISING OF PENN, LLC, successor to
Lamar Advertising of Penn, Inc.
LAMAR ADVERTISING OF LOUISIANA, L.L.C.
LAMAR TENNESSEE, L.L.C., successor to Lamar
Advertising of Roland, Inc.
LAMAR AIR, L.L.C.
LC BILLBOARD, L.L.C.
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By: The Lamar Company, L.L.C.
Its: Managing Member
By: Lamar Media Corp.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
THE LAMAR COMPANY, L.L.C., successor to
Lamar Advertising of Alabama, Inc., Lamar
Advertising of Ashland, Inc., Lamar
Advertising of Greenville, Inc., Lamar
Advertising of Jackson, Inc., Lamar
Advertising of Joplin, Inc., Lamar
Advertising of Mobile, Inc., Lamar
Advertising of Missouri, Inc., Lamar
Advertising of South Georgia, Inc., Lamar
Advertising of South Mississippi, Inc.,
Lamar Robinson, Inc., South Dakota
Advertising, Inc. and The Lamar
Corporation
By: Lamar Media Corp.,
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP, successor
to Lamar Advertising of
Huntington-Bridgeport, Inc. and Lamar
Advertising of West Virginia, Inc.
By: Lamar Texas General Partner, Inc.
Its: General Partner
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
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TLC PROPERTIES, L.L.C.
By: TLC Properties, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
OUTDOOR PROMOTIONS WEST, LLC
TRANSIT AMERICA LAS VEGAS, L.L.C.
TRIUMPH OUTDOOR LOUISIANA, LLC
TRIUMPH OUTDOOR RHODE ISLAND, LLC
By: Triumph Outdoor Holdings, LLC
Its: Managing Member
By: Lamar Central Outdoor, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
TRIUMPH OUTDOOR HOLDINGS, LLC
LAMAR ADVANTAGE GP COMPANY, LLC
LAMAR ADVANTAGE LP COMPANY, LLC
By: Lamar Central Outdoor, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
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LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.
By: Lamar Advantage GP Company, LLC
Its: General Partner
By: Lamar Central Outdoor, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
LAMAR T.T.R., L.L.C.
By: Lamar Advertising of Youngstown, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
TEXAS LOGOS, L.P., formally known as Texas
Logos, Inc.
By: Oklahoma Logos, L.L.C.
Its: General Partner
By: Interstate Logos, L.L.C.
Its: Managing Member
By: Lamar Media Corp.
Its: Managing Member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
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Able Outdoor, Inc.
Outdoor Marketing Systems, Inc.
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
Outdoor Marketing Systems, L.L.C.
By: Outdoor Marketing Systems, Inc.
Its: Managing member
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
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ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ William E. Rottino
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Title: Vice President
Amendment No. 2