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EXHIBIT 4.7
SECOND AMENDMENT TO PLEDGE AGREEMENT
This SECOND AMENDMENT to Pledge Agreement is dated as of July 30, 1996
among LAMAR ADVERTISING COMPANY, a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company"), each of the
entities identified under the caption "Subsidiary Pledgors" on the signature
pages hereof (each such corporation being hereafter called a "Subsidiary
Pledgor"); STATE STREET BANK AND TRUST COMPANY, as trustee under the Indenture
(as defined below) (in such capacity, together with the successors in such
capacity, the "Trustee") and THE CHASE MANHATTAN BANK (as successor by merger
to The Chase Manhattan Bank (National Association)), as agent under the Credit
Agreement (as defined below) (in such capacity, together with its successors in
such capacity, the "Bank Agent") and as Collateral Agent for the Secured
Parties (as defined in the Pledge Agreement (as defined below)) (in such
capacity, together with its successors in such capacity, the "Collateral
Agent").
Reference is hereby made to (i) a Credit Agreement dated as of May 19,
1993 among the Company, certain subsidiaries of the Company (the "Subsidiary
Guarantors"), certain lenders and the Collateral Agent (as amended to date and
as modified and supplemented and in effect from time to time, the "Credit
Agreement"), (ii) an Indenture dated as of May 15, 1993 (as supplemented by the
First Supplemental Indenture of even date herewith and as further modified and
supplemented and in effect from time to time the "Indenture") among the
Company, the Subsidiary Guarantors and State Street Bank and Trust Company as
trustee, and (iii) a Pledge Agreement dated as of May 15, 1993 among the
parties hereto, as amended by Amendment No. 1 thereto dated May 31, 1995 (as
amended to date and as modified and supplemented and in effect from time to
time the "Pledge Agreement").
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Section 1406 of the Indenture provides, among other things, that with
the consent of the holders of not less than a majority in principal amount of
the Outstanding Securities (as defined therein) delivered to the Company, the
Subsidiary Guarantors and the Trustee, the Trustee may enter into an amendment
or amendments to the Pledge Agreement for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pledge
Agreement or modifying in any manner the rights of the Holders under the Pledge
Agreement.
NOW, THEREFORE, in consideration of mutual agreements herein
contained, and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. 6.11 Additional Secured Obligations.
Section 6.11(b) of the Pledge Agreement is amended as follows and the
remaining portions of Section 6.11 shall remain unchanged:
(b) It is acknowledged that the Company may from time to
time modify and supplement, including (without limitation) by means of amending
and restating the Credit Agreement or any Successor Credit Agreement (as
defined below), and may refinance or otherwise replace the Credit Agreement or
any Successor Credit Agreement, in which case: (i) all references herein to the
"Credit Agreement" shall be deemed to refer to the Successor Credit Agreement
in effect at the time of determination, (ii) all references herein to the "Bank
Agent" shall be deemed to refer to the Person designated as the agent for the
lenders under the Successor Credit Agreement, (iii) all references herein to
the "Banks" shall be deemed to refer to the lenders under the Successor Credit
Agreement and (iv) all references herein to "Letters of Credit" shall be deemed
to refer to the letters of credit, if any, issued or outstanding under the
Successor Credit Agreement. For purposes of this Section 6.11, a "Successor
Credit Agreement" shall mean (x) the Credit Agreement (including, a Successor
Credit Agreement) as modified and supplemented and from time to time in effect
and (y) any credit or loan agreement which may be entered into subsequent to
the date of the Credit Agreement from time to time by and among the Company,
the Subsidiary Guarantors (as defined in the Indenture) and the Bank Agent and
Banks for any purpose including, without limitation, the refinancing or
replacement of the full amount, or any portion, of the credit (including
unfunded commitments) extended under the Credit Agreement (including a
Successor Credit Agreement).
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2. Section 1 Definitions.
The following definition in the Pledge Agreement is amended as
indicated and the remaining definitions shall remain unchanged:
"Secured Obligations" shall mean (a) in the case of the
Company, (i) the principal of and interest on the loans made by the Banks to
the Company under the Credit Agreement, the principal of and interest on the
promissory notes evidencing such loans, all reimbursement obligations owing by
the Company in respect of Letters of Credit (including, without
limitation,obligations to provide cash cover for undrawn amounts of outstanding
Letters of Credit), interest on such reimbursement obligations and all other
amounts from time to time owing to the Banks or the Bank Agent by the Company
under the Credit Agreement (excluding, in the case of this clause (i),
obligations relating to the aforementioned principal and reimbursement
obligations to the extent that the aggregate amount of such principal and
reimbursement obligations exceeds $58,250,000), (ii) all Interest Rate
Protection Obligations, (iii) the principal of and interest and premium on the
Securities and all other amounts from time to time owing to the Noteholders or
the Trustee by the Company under the Indenture (excluding, in the case of this
clause (iii), obligations relating to the aforementioned principal to the
extent that the aggregate amount thereof exceeds $100,000,000) and (iv) all
Additional Obligations, (b) in the case of each Subsidiary Pledgor, its
guarantee of Secured Obligations of the Company, (c) in the case of the Voting
Trustees, the guarantees by TLC of Secured Obligations of the Company and (d)
in the case of each Pledgor, all obligations of such Pledgor hereunder.
3. Miscellaneous.
(a) This Second Amendment to Pledge Agreement is expressly made
supplemental to and shall become a part of the Pledge Agreement and is made
subject to all of the provisions of the Pledge Agreement as supplemented
hereby.
(b) All of the provisions of this Second Amendment to Pledge
Agreement shall bind and inure to the benefit of the successors and assigns or
the parties hereto.
(c) This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and
any of the parties hereto may execute this Agreement by signing any such
counterpart.
LAMAR ADVERTISING COMPANY
By:
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(Title)
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SUBSIDIARY PLEDGORS:
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THE LAMAR CORPORATION
NEBRASKA LOGOS, INC.
OKLAHOMA LOGOS SIGNS,INC.
MISSOURI LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
TEXAS LOGOS, INC.
MISSISSIPPI 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 ADVERTISING OF SOUTH GEORGIA,
INC.
TLC PROPERTIES, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
LAMAR TENNESSEE LIMITED PARTNER,
INC.
LAMAR TEXAS GENERAL PARTNERSHIP, INC.
LAMAR TEXAS LIMITED PARTNERSHIP, INC.
INTERSTATE LOGOS, INC.
For each of the above corporations:
By:
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Keith A. Istre
Vice President
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BANK AGENT:
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THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), as Bank Agent
By:
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Title:
COLLATERAL AGENT:
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THE CHASE MANHATTAN BANK,
as Collateral Agent
By:
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Title:
TRUSTEE:
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STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
as Trustee
By:
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Title:
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