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EXHIBIT 10.10
SIXTH AMENDMENT
TO CREDIT AGREEMENT
SIXTH AMENDMENT dated as of July 12, 1996 between LAMAR
ADVERTISING COMPANY, a corporation duly organized and validly existing under
the laws of the State of Delaware (the "Company"); each of the Subsidiaries of
the Company identified under the caption "SUBSIDIARY GUARANTORS" on the
signature page hereof (the "Subsidiary Guarantors" and, together with the
Company, the "Obligors"); each of the financial institutions that is a party to
the Credit Agreement referred to below (the "Banks"); and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association, as agent for the
Banks (in such capacity, together with its successors in such capacity, the
"Agent").
The Company, the Subsidiary Guarantors, the Banks and the
Agent are parties to a Credit Agreement dated as of May 19, 1993 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"). The Company, the Subsidiary Guarantors, the Banks and the Agent
wish to amend the Credit Agreement in certain respects. Accordingly the
parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not
defined herein are used herein as defined in the Credit Agreement as amended
hereby.
Section 2. Amendments. Subject to Section 5 hereof, the
Credit Agreement is hereby amended as follows:
A. References in the Credit Agreement to the Credit Agreement
(including indirect references) shall be deemed to be references to the Credit
Agreement as amended hereby.
B. The definition of "New Logo Companies" in Section 1.01 of
the Credit Agreement shall be amended to read as follows:
"New Logo Companies" shall mean (i) Georgia Logos, Inc., a
Georgia corporation, (ii) South Carolina Logos, Inc., a South Carolina
corporation, (iii) Virginia Logos, Inc., a Virginia corporation, (iv)
Minnesota Logos, Inc., a Minnesota corporation, (v) all other
Subsidiaries of the Company created or acquired after October 31, 1995
whose principal business is logo signage and that are designated as
Subsidiary Guarantors under the Logo Credit Facility and (vi) all
Subsidiaries of New Logo Companies."
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C. The definition of "Subordinated Indebtedness" in Section
1.01 of the Credit Agreement shall be amended to read as follows:
"Subordinated Indebtedness" shall mean (i) the 8% Unsecured
Subordinated Debentures of the Company due September 24, 2001 in the
aggregate principal amount outstanding on the date hereof equal to
$3,679,272, (ii) the 8% Unsecured Subordinated Debentures of TLC due
September 24, 2001 in the aggregate principal amount outstanding on
the date hereof equal to $20,200 and (iii) the Subordinated Redemption
Notes, as the same shall be modified and supplemented and in effect
from time to time."
D. Section 1.01 of the Credit Agreement shall be amended
by inserting the following defined terms in the appropriate place such that,
after such insertion, it will appear in said Section in alphabetical order:
"Sixth Amendment" shall mean the Sixth Amendment dated as of
July 12, 1996 to this Agreement."
"Subordinated Redemption Notes" shall mean promissory notes of
the Company issued prior to October 31, 1996 to former holders of common stock
of the Company in an aggregate principal amount not to exceed $20,000,000 as a
deferred redemption payment, which promissory notes are unsecured, are not
guaranteed by any Subsidiary of the Company and are otherwise substantially in
the form of Exhibit A to the Sixth Amendment."
E. Section 9.05(f) of the Credit Agreement shall be amended
to read as follows:
"(f) the Company and its Restricted Subsidiaries may make
acquisitions in lines of business permitted by Section 9.15 hereof at
the respective times the Acquisitions are consummated so long as no
Default shall have occurred and be continuing or would result
therefrom."
F. Section 9.06(l) of the Credit Agreement shall be amended
by replacing "$7,500,000" with "$15,000,000".
G. Section 9.07 of the Credit Agreement shall be amended by
deleting the word "and" at the end of subsection (i), by relettering subsection
(j) to be subsection (k) and by adding a new subsection (j) and amending
subsection (k) (as so relettered) to read as follows:
"(j) the Subordinated Redemption Notes; and
"(k) additional indebtedness up to but not exceeding
$15,000,000 at any one time outstanding."
H. Section 9.08(k) of the Credit Agreement shall be amended
by replacing "$5,000,000" with "$10,000,000".
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I. Section 9.09 of the Credit Agreement shall be amended to
read as follows:
"9.09 Dividend Payments. The Company will not, nor will it
permit any of its Restricted Subsidiaries to, declare or make any
Dividend Payment at any time; provided, however, that the Company may
declare and make Dividend Payments in cash (including, without
limitation, Dividend Payments to Affiliates), subject to the
satisfaction of each of the following conditions on the date of such
Dividend Payment and after giving effect thereto:
(i) no Default shall have occurred and be continuing;
(ii) the aggregate amount of Dividend Payments made in any
fiscal year of the Company, together with any Dividend Payments made
pursuant to the first proviso below, shall not exceed $2,000,000,
except that on or before October 31, 1996, in addition to Dividend
Payments otherwise permitted by this clause (ii), the Company may
redeem a portion of its common stock for cash provided that the
aggregate amount of such cash paid by the Company may not exceed
$4,000,000;
(iii) the Fixed Charges Coverage Ratio (as defined below) on
the date such Dividend Payment is made (after the making of such
Dividend Payment) shall exceed 1.10 to 1; and
(iv) the Company shall have delivered to each Bank, at least
10 Business Days (but not more than 20 Business Days) prior to the
date of the proposed Dividend Payment, a certificate of the chief
financial officer of the Company setting forth computations in
reasonable detail demonstrating satisfaction of the foregoing
conditions as at the date of such certificate;
provided further that, notwithstanding the foregoing provisions of
this Section 9.09, the Company may declare and make Dividend Payments
in cash (including, without limitation, Dividend Payments to
Affiliates) in an aggregate amount up to but not exceeding $500,000 in
any fiscal year so long as at the time of any such Dividend Payment no
Event of Default (other than specified in Section 10.01(d)) hereof
shall have occurred and be continuing;
provided further that, notwithstanding the foregoing provisions of
this Section 9.09, the Company may declare and make a deferred
redemption payment in cash to former holders of common stock of the
Company in an aggregate amount up to but not exceeding $5,000,000 to
be paid from the proceeds of an initial public offering of the Company
of its common stock; and
provided further that, notwithstanding the foregoing provisions of
this Section 9.09, the Company may issue Subordinated Redemption
Notes.
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For purposes of this Section 9.09, "Fixed Charges Coverage Ratio"
shall mean, as at any date, the ratio of (a) Operating Cash Flow for
the period of four consecutive fiscal quarters of the Company ending
on or most recently ended prior to such date (the "calculation
period") to (b) the sum for the Company and its Consolidated
Subsidiaries (determined on a consolidated basis without duplication
in accordance with GAAP), of the following: (i) all payments of
principal of Indebtedness scheduled to be made during such calculation
period plus (ii) all Interest Expense for such calculation period plus
(iii) Capital Expenditures (other than Logo Contract Expenditures) for
such calculation period plus (iv) income, franchise and like taxes for
the calculation period plus (v) Dividend Payments made at any time
during the period of four consecutive fiscal quarters of the Company
ending with the fiscal quarter during which such date falls, provided
that, for purposes of this clause (v) Dividend Payments shall exclude
(x) redemptions by the Company of a portion of its common stock for
cash paid by the Company in an aggregate amount up to but not
exceeding $5,000,000 in connection with an initial public offering by
the Company of its common stock and (y) Dividend Payments in
Subordinated Redemption Notes."
J. Section 9.13 of the Credit Agreement shall be amended by
replacing "$7,000,000" with "$10,000,000".
K. Section 9.15 of the Credit Agreement shall be amended by
adding a new sentence at the end thereof reading as follows:
"Notwithstanding the foregoing, the Company or any of its
Restricted Subsidiaries may, to the extent permitted by Section 9.08
hereof, make Investments in lines of business activity not otherwise
permitted by this Section 9.15 up to but not exceeding $10,000,000 at
any one time outstanding.
Section 3. New Subsidiary Guarantors. Subject to Section 5
hereof, each of the parties hereto, by its signature below, hereby agrees that,
from and after the date hereof, each of Lamar Pensacola Transit, Inc., Michigan
Logos, Inc. and New Jersey Logos, Inc. is and shall be a Restricted Subsidiary
and a party to, and a Subsidiary Guarantor under, the Credit Agreement.
Section 4. Transfer of Ownership. The Company hereby
notifies the Banks and the Agent that Lamar Advertising Company has transferred
all of its ownership interest in Lamar Air, L.L.C. to The Lamar Corporation.
Subject to the conditions precedent specified in Section 5 hereof, but
effective as of the date of said transfer of ownership, the Banks hereby
consent to such transfer of ownership.
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Section 5. Conditions Precedent. The amendments to the
Credit Agreement set forth in Section 2 hereof, and the provisions of Section 3
and Section 4 hereof, shall become effective, as of the date hereof (or on such
other date or dates, if any, specified by the respective Sections), upon the
receipt by the Agent not later than August 30, 1996 of the following documents
and evidence:
A. Counterparts of this Agreement, duly executed and
delivered by the Company, the Subsidiary Guarantors, the Majority
Banks and the Agent;
B. Evidence of the receipt by the Company of net proceeds of
not less than $60,000,000 from an initial public offering by the
Company of its common stock;
C. Satisfaction of the conditions precedent specified in
Section 7.01 with respect to each of Lamar Pensacola Transit, Inc.,
Michigan Logos, Inc. and New Jersey Logos, Inc. as though each had
been a Subsidiary Guarantor on the date of the Credit Agreement; and
D. Evidence that all the capital stock of Lamar Pensacola
Transit, Inc. has been pledged under the Pledge Agreement.
Section 6. Representations and Warranties. Each party hereto
(other than the Banks and the Agent) hereby represents and warrants to the
Banks and the Agent that the representations and warranties made by such party
in each Basic Document by which such party is bound are true and complete as if
made on and as of the date hereof and as if each reference in such
representations and warranties to the Credit Agreement included reference to
such agreement as amended by this Sixth Amendment.
Section 7. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Agreement 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 Agreement by signing any such counterpart.
This Agreement shall be governed by, and construed in accordance with, the law
of the State of New York.
Section 8. Modifications to the Indenture and Pledge
Agreement. Upon the execution and delivery of this Sixth Amendment by the
Majority Banks, the Company and its Subsidiary Guarantors are hereby authorized
to modify the Indenture as set forth in Exhibit B hereto. Upon the execution
and delivery of this Sixth Amendment by each Bank, the Agent is hereby
authorized to execute an amendment to the Pledge Agreement consisting of the
modifications as set forth in Exhibit B hereto.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed and delivered as of the date first above written.
LAMAR ADVERTISING COMPANY
By:
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SUBSIDIARY GUARANTORS
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THE LAMAR CORPORATION
INTERSTATE LOGOS, 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.
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.
LAMAR PENSACOLA TRANSIT, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
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For each of the above Subsidiary
Guarantors
By:
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LAMAR TEXAS LIMITED PARTNERSHIP
By Lamar Texas General Partner, Inc.,
its general partner
By:
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Title
LAMAR TENNESSEE LIMITED PARTNERSHIP
LAMAR TENNESSEE LIMITED PARTNERSHIP II
By The Lamar Corporation, its
general partner
By:
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LAMAR AIR, L.L.C.
By The Lamar Corporation, its
manager
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By:
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Title:
FLEET BANK
By:
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Title
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BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
By:
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Title
FLEET BANK, N.A.
F/K/A NATWEST BANK N.A.
By:
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Title
CIBC INC.
By:
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Title
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent
By:
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Title
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