EXHIBIT 4.1
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of January 28, 2004 to the Credit Agreement
dated as of March 7, 2003 (as modified and supplemented and in effect from time
to time, the "Credit Agreement") between LAMAR MEDIA CORP. (the "Borrower"), the
SUBSIDIARY GUARANTORS party thereto (the "Subsidiary Guarantors"), the lenders
party thereto and JPMORGAN CHASE BANK, as administrative agent for the lenders
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").
The Borrower, and the Administrative Agent pursuant to authority
granted by, and having obtained all necessary consents of, (i) the Required
Lenders (not including the Tranche B Lenders) and (ii) the Required Tranche A
Lenders party to the Credit Agreement (such Required Lenders and Required
Tranche A Lenders being herein referred to as the "Required Amendment Lenders"),
wish now to amend the Credit 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 are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. References Generally. 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. Definitions. Section 1.01 of the Credit Agreement shall be
amended by amending the following definitions (to the extent already included in
said Section 1.01) and adding the following definitions in the appropriate
alphabetical location (to the extent not already included in said Section 1.01):
"Additional Tranche A Commitment" means, with respect to each
Additional Tranche A Lender, the commitment of such Lender to make Tranche
A Loans pursuant to Section 2.01(e). The aggregate original amount of the
Additional Tranche A Commitment is $125,000,000.
"Additional Tranche A Lender" means any Lender that makes Additional
Tranche A Term Loans pursuant to Section 2.01(e).
"Additional Tranche A Term Loan" means a Loan made pursuant to this
Agreement which constitutes an increase in the Tranche A Term Loans made
pursuant to Section 2.01(e).
Amendment No. 1
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"Amendment No. 1 Effective Date" means the date upon which the
conditions precedent set forth in Section 4 of Amendment No. 1 hereto
shall have been satisfied or waived.
"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 $500,000,000, provided that, in addition to and
without utilizing such limit, on the Amendment No. 1 Effective Date the
Borrower shall establish a Series of Incremental Loan Commitments
(designated as Tranche C Commitments) which Commitments shall either (x)
provide that the proceeds of any Incremental Loans made under such Tranche
C Commitments are required to be applied to the payment or prepayment of
principal of Tranche B Term Loans outstanding hereunder on the date such
Incremental Loans are made or (y) provide, as to any Incremental Loan
Lender that wishes to hold Incremental Loans made under such Tranche C
Commitments and that also holds Tranche B Term Loans that such Lender may
elect, by notice to the Administrative Agent, to convert existing Tranche
B Term Loans held by it into Incremental Loans of such Series.
"Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Term Loans on the
Effective Date (and, with respect to each Additional Tranche A Lender, the
commitment, if any, of such Additional Tranche A Lender to make Tranche A
Term Loans pursuant to Section 2.01(e)), expressed as an amount
representing the maximum aggregate principal amount of the Tranche A Term
Loans to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Sections 2.07 and 2.09 or (b)
reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.04. The initial amount of each Lender's
Tranche A Commitment is set forth opposite the name of such Lender on its
Lender Addendum to this Agreement (or, in the case of an Additional
Tranche A Commitment, set forth opposite the name of such Lender on its
Lender Addendum to Amendment No. 1 hereto) under the caption "Tranche A
Commitment" (or "Additional Tranche A Commitment") or in the Assignment
and Assumption pursuant to which such Lender shall have assumed its
Tranche A Commitment, as applicable. The aggregate amount of the Tranche A
Commitments, after giving effect to Amendment No. 1 hereto, is
$425,000,000. No portion of the Tranche A Commitments shall be deemed to
be Incremental Commitments for any purpose of this Agreement.
"Tranche A Lender" means (a) initially, a Lender that has a "Tranche
A Commitment" set forth opposite the name of such Lender on its Lender
Addendum to this Agreement (or an "Additional Tranche A commitment" set
forth opposite the name of
Amendment No. 1
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such Lender on its Lender Addendum to Amendment No. 1 hereto) and (b)
thereafter, the Lenders from time to time holding Tranche A Term Loans and
Tranche A Commitments, after giving effect to any assignments thereof
permitted by Section 10.04.
2.03. Incremental Loans. Section 2.01(d) of the Credit Agreement
shall be amended in its entirety to read as follows:
"(d) Incremental Loans. In addition to Borrowings of Revolving
Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above,
at any time and from time to time, the Borrower may request that the
Lenders (or other financial institutions agreed to by the Borrower and the
Administrative Agent) offer to enter into commitments to make additional
term loans (each such loan being herein called an "Incremental Loan")
under this paragraph (d). In the event that one or more of the Lenders (or
such other financial institutions) offer, in their sole discretion, to
enter into such commitments, and such Lenders (or financial institutions)
and the Borrower agree as to the amount of such commitments that shall be
allocated to the respective Lenders (or financial institutions) making
such offers and the fees (if any) to be payable by the Borrower in
connection therewith, such Lenders (or financial institutions) shall
become obligated to make Incremental Loans under this Agreement in an
amount equal to the amount of their respective Incremental Loan
Commitments (and such financial institutions shall become "Incremental
Loan Lenders" hereunder). The Incremental Loans to be made pursuant to any
such agreement between the Borrower and one or more Lenders (including any
such new Lenders) in response to any such request by the Borrower shall be
deemed to be a separate "Series" of Incremental Loans for all purposes of
this Agreement. Anything herein to the contrary notwithstanding, (i) the
minimum aggregate principal amount of Incremental Loan Commitments entered
into pursuant to any such request (and, accordingly, the minimum aggregate
principal amount of any Series of Incremental Loans) shall be $10,000,000
and (ii) the aggregate principal amount of all Incremental Loan
Commitments and all outstanding Series of Incremental Loans shall not
exceed $500,000,000; provided that (A) the Incremental Loans (designated
Tranche C Term Loans) made upon the Amendment No. 1 Effective Date shall
be in addition to and not utilize such $500,000,000 limit, so long as the
requirements set forth in the last sentence of the definition of
"Incremental Loan Commitment" in Section 1.01 shall be satisfied in
respect of such Loans and (B) the Additional Term A Loans made upon the
Amendment No. 1 Effective Date shall not be deemed to be Incremental Loans
for any purpose of this Agreement.
Following the acceptance by the Borrower of the offers made by any
one or more Lenders to make any Series of Incremental Loans pursuant to
the foregoing provisions of this paragraph (d), each Incremental Loan
Lender in respect of such Series of Incremental Loans severally agrees, on
the terms and conditions of this Agreement, to make such Incremental Loans
to the Borrower during the period from and including the date of such
acceptance to and including the commitment termination date specified in
the agreement entered into with respect to such Series in an aggregate
principal amount up to but not exceeding the amount of the Incremental
Loan Commitment of such Incremental Loan Lender in respect of such Series
as in effect from time to time. The Incremental Loans
Amendment No. 1
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(designated Tranche C Term Loans) upon the Amendment No. 1 Effective Date,
may, at the option of an Incremental Loan Lender, be made through the
conversion of existing Tranche B Term Loans into Incremental Loans of such
Series as provided in the last sentence of the definition of "Incremental
Loan Commitment" in Section 1.01 (and each reference in this Agreement to
the making of any such Incremental Loans or words of similar import, shall
in the case of such Lender be deemed to include such conversion).
Thereafter, subject to the terms and conditions of this Agreement, the
Borrower may convert Incremental Loans of such Series of one Type into
Incremental Loans of such Series of another Type (as provided in Section
2.06) or continue Incremental Loans of such Series of one Type as
Incremental Loans of such Series of the same Type (as provided in Section
2.06). Incremental Loans of any Series that are prepaid may not be
reborrowed as Incremental Loans of the same Series.
Proceeds of Incremental Loans shall be available for any use
permitted under the applicable provisions of Section 6.09."
2.04 Increase in Tranche A Term Loans. A new Section 2.01(e) is
hereby inserted into the Credit Agreement to read as follows:
"(e) Increase in Tranche A Term Loans. The Borrower shall have the
right on the Amendment No. 1 Effective Date to increase the aggregate
Tranche A Commitments hereunder by causing one or more other lenders
(which may, with the consent of such Lender, include an existing Lender,
each such lender an "Additional Tranche A Lender") with the approval of
the Administrative Agent (which approval shall not be unreasonably
withheld) to execute a Lender Addendum substantially in the form of Annex
1 to Amendment No. 1 hereto, pursuant to which such Additional Tranche A
Lender shall undertake an Additional Tranche A Commitment in an amount
equal to the amount set forth in said Lender Addendum. Upon the
effectiveness of such Lender Addendum (the date of the effectiveness being
hereinafter referred to as the "Increased Commitment Date"), such
Additional Tranche A Lender shall (if not already a Lender) thereupon
become a "Lender" for all purposes of this Agreement.
Notwithstanding the foregoing, it is understood and agreed that any
Additional Tranche A Lender that also holds any Tranche B Term Loans may
elect, by notice to the Administrative Agent, that the Additional Tranche
A Term Loans required to be made by such Lender on the Amendment No. 1
Effective Date shall, to the extent of the portion of such Additional
Tranche A Term Loans not exceeding the aggregate principal amount of the
Tranche B Term Loans of such Lender (net of any Tranche B Term Loans being
concurrently prepaid or concurrently converted into Tranche C Term Loans
of such Lender), be made through such Tranche B Term Loans being converted
into Tranche A Term Loans (and each reference in this Agreement or the
Credit Agreement to the "making" of any Tranche A Term Loan, or words of
similar import, shall in the case of such Lender be deemed to include such
conversion). Without limiting the generality of the foregoing, it is
understood that the Tranche A Term Loans into which the Tranche B Term
Loans are so converted shall be treated identically to the Tranche A Terms
Loans
Amendment No. 1
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being funded (and not being converted from Tranche B Term Loans) on the
Amendment No. 1 Effective Date and shall have identical Interest Periods
in identical proportions and durations as all other Tranche A Loans (and,
for these purposes, any Interest Periods for Tranche B Term Loans that are
Eurodollar Loans in effect on the Amendment No. 1 Effective Date shall be
terminated on the Amendment No. 1 Effective Date, and any such converting
Lender shall be paid accrued interest on its Tranche B Term Loans being so
converted, together with any amounts payable under Section 2.14 of the
Credit Agreement, as if the Tranche B Term Loans were being prepaid in
full on the Amendment No. 1 Effective Date)."
2.05 Repayment of Loans. Section 2.08(b) is hereby amended to read
in its entirety as follows:
"(b) Tranche A Term Loans. The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the Tranche
A Lenders the outstanding principal amount of the Tranche A Term Loans on
each Principal Payment Date set forth below in the aggregate principal
amount set forth opposite such Principal Payment Date:
Principal Payment Date Principal Amount
- ---------------------- ----------------
March 31, 2005 $15,937,500
June 30, 2005 $15,937,500
September 30, 2005 $15,937,500
December 31, 2005 $15,937,500
March 31, 2006 $21,250,000
June 30, 2006 $21,250,000
September 30, 2006 $21,250,000
December 31, 2006 $21,250,000
March 31, 2007 $26,562,500
June 30, 2007 $26,562,500
September 30, 2007 $26,562,500
December 31, 2007 $26,562,500
March 31, 2008 $26,562,500
June 30, 2008 $26,562,500
September 30, 2008 $26,562,500
December 31, 2008 $26,562,500
March 31, 2009 $31,875,000
June 30, 2009 $31,875,000
Amendment No. 1
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To the extent not previously paid, all Tranche A Term Loans shall be due
and payable on the Tranche A Maturity Date.
Notwithstanding the foregoing, if on any Test Date, the maturity
date for any then-outstanding Senior Subordinated Notes, New Senior
Subordinated Notes or New Senior Notes, or of any other convertible notes
or notes offered and sold publicly or under Rule 144A (other than the
Senior Secured Notes) shall fall within six months of the Test Date then
the Tranche A Term Loans shall be paid in full on the date that is two
months after the Test Date, provided that the foregoing shall not apply if
the Required Tranche A Lenders shall elect otherwise at any time prior to
the Test Date."
2.06 Use of Proceeds. Section 6.09 is hereby amended to read in its
entirety as follows:
"SECTION 6.09. USE OF PROCEEDS. The proceeds of the Term Loans
(excluding Additional Tranche A Term Loans) and the Revolving Loans will
be used only (i) to refinance certain Indebtedness (including outstanding
under the Existing Credit Agreement), (ii) for fees and expenses related
to the transactions referred to in the foregoing clause (i) and (iii) to
provide funds for Acquisitions and for the general corporate purposes of
the Borrower and its Restricted Subsidiaries. The proceeds of Additional
Tranche A Term Loans will be applied only towards the payment or
prepayment of Tranche B Term Loans. The proceeds of the Incremental Loans
will be used only for (i) Acquisitions and (ii) the general corporate
purposes of the Borrower and its Restricted Subsidiaries in the ordinary
course of business, provided that the proceeds of the Incremental Loans
(designated Tranche C Term Loans) made on the Amendment No. 1 Effective
Date shall be applied to the payment or prepayment of Tranche B Term
Loans. No part of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations U and X."
Section 3. Representations and Warranties. The Borrower and each
Subsidiary Guarantor represents and warrants to the Lenders and the
Administrative Agent, as to itself and each of its subsidiaries, as of the date
hereof and the Amendment No. 1 Effective Date, that (i) the representations and
warranties set forth in Article IV of the Credit Agreement are true and complete
on the date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of
such specific date), and as if each reference in said Article IV to "this
Agreement" included reference to this Amendment No. 1 and (ii) no Default or
Event of Default has occurred and is continuing.
Amendment No. 1
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Section 4. Conditions Precedent. The amendments set forth in Section
2 hereof, shall become effective as of the date hereof upon satisfaction of the
following conditions:
(a) the Administrative Agent (or Special Counsel) shall have
received executed counterparts of this Amendment No. 1 from the Borrower,
each Subsidiary Guarantor and Holdings, and from the Administrative Agent
pursuant to authority granted by, and having obtained all necessary
consents of, (i) the Required Lenders (not including the Tranche B
Lenders) and (ii) the Required Tranche A Lenders (not including the
Additional Tranche A Lenders who are not existing Lenders) party to the
Credit Agreement;
(b) the Administrative Agent (or Special Counsel) shall have
received duly executed Lender Addenda by each of the Additional Tranche A
Lenders, the Borrower and the Administrative Agent for aggregate
Additional Tranche A Commitments of $125,000,000; and
(c) to the extent Tranche B Term Loans have not been converted into
Tranche A Term Loans or Tranche C Term Loans, the principal of and
interest on and all other amounts (including any amounts payable under
Section 2.14 of the Credit Agreement) owing in respect of the Tranche B
Term Loans shall have been prepaid in full from funds available to the
Borrower, the proceeds of the Additional Tranche A Term Loans and the
proceeds of a new Series of Incremental Loans (designated as Tranche C
Term Loans) made under the Credit Agreement concurrently with the
effectiveness of the amendments contemplated by this Amendment No. 1 (and,
in that connection, the Required Tranche A Lenders by authorizing the
Administrative Agent to execute and deliver this Amendment No. 1 have
consented to the Tranche B Term Loans being so paid in full without
concurrently prepaying any of the Tranche A Term Loans as otherwise
required by Section 2.09(a) of the Credit Agreement).
Section 5. Miscellaneous. Except as herein provided, the Credit
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.
Amendment No. 1
- 8 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to Credit Agreement to be duly executed and delivered as of the day and
year first above written.
LAMAR MEDIA CORP.
By: /s/ Keith A. Istre
---------------------------------------
Title: Chief Financial Officer
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
LAMAR OCI SOUTH CORPORATION
LAMAR ADVERTISING OF KENTUCKY, INC.
LAMAR FLORIDA, INC.
LAMAR ADVAN, INC.
LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
LAMAR CENTRAL OUTDOOR, INC.
LAMAR ADVANTAGE HOLDING COMPANY
LAMAR OHIO OUTDOOR HOLDING CORP.
Amendment No. 1
- 9 -
LAMAR BENCHES, INC.
LAMAR I-40 WEST, INC.
LAMAR ADVERTISING OF OKLAHOMA, INC.
LAMAR OKLAHOMA HOLDING COMPANY, INC.
HARDIN DEVELOPMENT CORPORATION
PARSONS DEVELOPMENT COMPANY
REVOLUTION OUTDOOR ADVERTISING, INC.
OUTDOOR MARKETING SYSTEMS, INC.
LAMAR ADVERTISING SOUTHWEST, INC.
LAMAR DOA TENNESSEE HOLDINGS, INC.
LAMAR DOA TENNESSEE, INC.
TRANS WEST OUTDOOR ADVERTISING, INC.
PREMERE OUTDOOR, INC.
HAM DEVELOPMENT CORPORATION
10 OUTDOOR ADVERTISING, INC.
LAMAR CALIFORNIA ACQUISITION CORPORATION
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President -Finance and
Chief Financial Officer
MISSOURI LOGOS, LLC
KENTUCKY LOGOS, LLC
OKLAHOMA LOGOS, L.L.C.
MISSISSIPPI LOGOS, L.LC.
DELAWARE LOGOS, L.L.C.
NEW JERSEY LOGOS, L.L.C.
GEORGIA LOGOS, L.L.C.
VIRGINIA LOGOS, LLC
MAINE LOGOS, L.L.C.
WASHINGTON LOGOS, L.L.C.
By: Interstate Logos, L.L.C.
Its: Managing Member
By: Lamar Media Corp., Its: Managing Member
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
Amendment No. 1
- 10 -
INTERSTATE LOGOS, L.L.C.
By: Lamar Media Corp.,
Its: Managing Member
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
LAMAR ADVERTISING OF PENN, LLC
LAMAR ADVERTISING OF LOUISIANA, L.L.C.
LAMAR TENNESSEE, L.L.C.
LAMAR AIR, L.L.C.
LC BILLBOARD, L.L.C.
ADVANTAGE ADVERTISING, LLC
By: The Lamar Company, L.L.C.
Its: Managing Member
By: Lamar Media Corp.
Its: Managing Member
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
THE LAMAR COMPANY, L.L.C.
By: Lamar Media Corp.,
Its: Managing Member
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
Amendment No. 1
- 11 -
LAMAR TEXAS LIMITED PARTNERSHIP
By: Lamar Texas General Partner, Inc.
Its: General Partner
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
TLC PROPERTIES, L.L.C.
TLC FARMS, L.L.C.
By: TLC Properties, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
OUTDOOR PROMOTIONS WEST, LLC
TRANSIT AMERICA LAS VEGAS, L.L.C.
LAMAR TRANSIT ADVERTISING OF NEW ORLEANS,
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
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
Amendment No. 1
- 12 -
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
---------------------------------------
Keith A. Istre
Vice President - Finance and
Chief Financial Officer
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
---------------------------------------
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
---------------------------------------
Keith A. Istre
Vice President-Finance and
Chief Financial Officer
Amendment No. 1
- 13 -
TEXAS LOGOS, L.P.
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
---------------------------------------
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
---------------------------------------
Keith A. Istre
Vice President-Finance and
Chief Financial Officer
STOKELY AD AGENCY, L.L.C.
By: Lamar Central Outdoor, Inc.
Its: Managing Member
By: /s/ Keith A. Istre
---------------------------------------
Keith A. Istre
Vice President-Finance and
Chief Financial Officer
Amendment No. 1
- 14 -
ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK
By
/s/ Joan M. Fitzgibbon
-------------------------------------
Name: Joan M. Fitzgibbon
Title: Managing Director
By its signature below, the undersigned hereby consents to the
foregoing Amendment No. 1 and confirms its obligations under the Holdings
Guaranty and Pledge Agreement.
LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre
---------------------------------------
Name: Keith A. Istre
Title: Chief Financial Officer
Amendment No. 1
ANNEX 1
[Form of Lender Addendum]
Reference is made to Amendment No. 1, dated as of January 28, 2004
("Amendment No. 1") to the Credit Agreement, dated as of March 7, 2003 (as
amended pursuant to Amendment No. 1, the "Credit Agreement"), between LAMAR
MEDIA CORP., a corporation duly organized and validly existing under the law of
the State of Delaware (the "Borrower"), the Subsidiary Guarantors party thereto,
the lenders party thereto (the "Lenders") and JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, terms defined in the Credit Agreement and Amendment
No. 1 and used herein shall have the meanings given to them in the Credit
Agreement or in Amendment No. 1.
Upon execution and delivery of this Lender Addendum by the parties
hereto as provided in Section 4 of Amendment No. 1, the undersigned hereby
becomes a Lender under the Credit Agreement having the Additional Tranche A
Commitment set forth opposite it signature below, effective as of the effective
date of Amendment No. 1.
This Lender Addendum shall be construed in accordance with and
governed by the law of the State of New York.
This Lender Addendum may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page hereof by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
Amendment No. 1
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of this ____ day of February, 2004.
Additional Tranche A
Commitment: ____________________________
[Name of Lender]
By: ________________________
Name:
Title:
Accepted and agreed:
LAMAR MEDIA CORP.
By: _______________________
Name:
Title:
JPMORGAN CHASE BANK,
as Administrative Agent
By: _______________________
Name:
Title:
Amendment No. 1