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EXHIBIT 10.13
AMENDMENT NO. 1
TO CREDIT AGREEMENT
AMENDMENT NO. 1 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
"Administrative Agent").
The Company, the Subsidiary Guarantors, the Banks and the
Administrative Agent are parties to a Credit Agreement dated as of December 22,
1995 (the "Credit Agreement"). The Company, the Subsidiary Guarantors, the
Banks and the Administrative 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 "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
$2,691,911, (ii) the 8% Unsecured Subordinated Debentures of TLC due
September 24, 2001 in the aggregate principal amount outstanding on
the date hereof equal to $14,200 and (iii) the Subordinated Redemption
Notes, as the same shall be modified and supplemented and in effect
from time to time."
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C. 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:
"'Amendment No. 1' shall mean Amendment No. 1 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 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 Amendment No. 1.
D. Section 9.05(e) of the Credit Agreement shall be amended
to read as follows:
"(e) 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."
E. Section 9.06(k) of the Credit Agreement shall be amended
by replacing "$7,500,000" with "$15,000,000".
F. Section 9.07 of the Credit Agreement shall be amended by
deleting the word "and" at the end of subsection (g), by relettering subsection
(h) to be subsection (i) and by adding a new subsection (h) and amending
subsection (i) (as so relettered) to read as follows:
"(h) the Subordinated Redemption Notes; and
"(i) additional indebtedness up to but not exceeding
$15,000,000 at any one time outstanding."
G. Section 9.08(j) of the Credit Agreement shall be
amended by replacing "$5,000,000" with "$10,000,000".
H. 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:
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(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.
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
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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."
I. Section 9.13 of the Credit Agreement shall be amended by
replacing $7,000,000 with $10,000,000.
J. 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 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 and the Security Agreement.
Section 4. Amendment to Pledge Agreement. The Pledge
Agreement is hereby amended by revising Annex 1 thereto so that it reads as
Annex 1 to this Amendment No. 1.
Section 5. Modification to the Indenture. Upon execution and
delivery of this Amendment No. 1 by the Majority Banks, the Company and its
Subsidiary Guarantors are hereby authorized to modify the Indenture as set
forth in Exhibit B hereto.
Section 6. 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, upon the
receipt by the Administrative 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 Administrative 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; and
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C. Satisfaction of the conditions precedent
specified in Section 7.01 with respect to each of Michigan Logos, Inc.
and New Jersey Logos, Inc. as though each had been a Subsidiary
Guarantor on the date of the Credit Agreement.
Section 7. Representations and Warranties. Each party hereto
(other than the Banks and the Administrative Agent) hereby represents and
warrants to the Banks and the Administrative 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 Amendment No. 1.
Section 8. 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.
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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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Title:
SUBSIDIARY GUARANTORS
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GEORGIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
For each of the above Subsidiary
Guarantors
By:
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Title:
MINNESOTA LOGOS, A PARTNERSHIP
By Minnesota Logos, Inc., its
general partner
By:
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Title:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By:
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Title:
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FLEET BANK
By:
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Title:
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 Administrative Agent
By:
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Title:
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ANNEX 1
PLEDGED STOCK
ISSUER CERTIFICATE NOS. NUMBER OF SHARES
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Georgia Logos, Inc. 1 100 shares of common stock, par
value $1.00/share
South Carolina Logos, Inc. 1 100 shares of common stock, no
par value
Virginia Logos, Inc. 1 100 shares of common stock, no
par value
Michigan Logos, Inc. 2 100 shares of common stock, no
par value
New Jersey Logos, Inc. 1 100 shares of common stock, no
par value