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EXHIBIT 10.1
Execution Copy
Amendment No. 4
AMENDMENT NO. 4 to Credit Agreement ("Amendment No. 4") dated
as of March 31, 1998, between Lamar Advertising Company (the "Borrower"), the
Subsidiary Guarantors party hereto and The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the "Administrative Agent").
The Borrower, the Subsidiary Guarantors, the lenders party
thereto (the "Lenders") and the Administrative Agent are parties to a Credit
Agreement dated as of December 18, 1996 (as modified and supplemented and in
effect on the date hereof, the "Credit Agreement"). The Borrower, the Subsidiary
Guarantors and the Administrative Agent with the consent of the Required Lenders
(as defined in the Credit Agreement) wish 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. 4, terms defined in the Credit Agreement (as amended hereby) are
used herein as defined therein.
Section 2. Amendments to the Credit Agreement. Subject to the
due execution and delivery by the Borrower, the Subsidiary Guarantors, the
Required Lenders and the Administrative Agent of this Amendment No. 4, but
effective as of the date hereof, the Credit Agreement shall be amended as
follows:
2.01. 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. The table in the definition of "Applicable Margin" in
Section 1.01 of the Credit Agreement is amended to read as follows:
"Range Applicable Margin (% p.a.)
of
Total Debt Ratio Base Rate Loans Eurodollar Loans
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Greater than or equal
to 5.50 to 1 1.00% 2.25%
Greater than or equal
to 5.00 to 1 but less than
5.50 to 1 .75% 2.00%
Greater than or equal
to 4.50 to 1 but less than
5.00 to 1 .50% 1.75%
Amendment No. 4
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Greater than or equal
to 4.00 to 1 but less than
4.50 to 1 .25% 1.50%
Greater than or equal
to 3.50 to 1 but less than
4.00 to 1 .00% 1.25%
Less than 3.50 to 1 .00% 1.00%"
2.03. Section 7.09(a) of the Credit Agreement is hereby
amended to read as follows:
"(a) Total Debt Ratio. The Borrower will not permit the Total
Debt Ratio at any time during any period below to exceed the ratio set opposite
such period below:
Period Ratio
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From the Effective Date
through March 30, 1998 5.50 to 1
From March 31, 1998
through June 29, 1998 6.00 to 1
From June 30, 1998
through December 30, 1998 5.25 to 1
From December 31, 1998
through December 30, 1999 5.00 to 1
From December 31, 1999
through December 30, 2000 4.50 to 1
From December 31, 2000
and at all times thereafter 4.00 to 1"
2.04. Section 7.09(c) of the Credit Agreement is hereby
amended by replacing "to exceed" with "to be less than" therein, and by changing
the references therein of "March 30, 1998" and "March 31, 1998" to "June 29,
1998" and "June 30, 1998", respectively..
Section 3. Representations and Warranties. The Borrower and
each Subsidiary Guarantor represents and warrants to the Lenders that the
representations and warranties set forth in Article IV of the
Amendment No. 4
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Credit Agreement are true and complete on the date hereof as if made on and as
of the date hereof and as if each reference in said Article IV to "this
Agreement" includes reference to this Amendment No. 4.
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 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. 4 by signing any such
counterpart. This Amendment No. 4 shall be governed by, and construed in
accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed and delivered as of the day and year first
above written.
LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre
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Title: CFO
SUBSIDIARY GUARANTORS
INTERSTATE LOGOS, INC.
THE LAMAR CORPORATION
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.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
LAMAR ADVERTISING OF YOUNGSTOWN, 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.
Amendment No. 4
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SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
LAMAR ADVERTISING OF HUNTINGTON -
BRIDGEPORT, INC.
LAMAR ADVERTISING OF PENN, INC.
LAMAR ADVERTISING OF MISSOURI, INC.
LAMAR ADVERTISING OF MICHIGAN, INC.
LAMAR ELECTRICAL, INC.
LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
By: /s/ Keith Istre
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Title: CFO
LAMAR TEXAS LIMITED PARTNERSHIP
By: Lamar Texas General Partner, Inc.,
its general partner
By: /s/ Keith Istre
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Title: CFO
LAMAR TENNESSEE LIMITED PARTNERSHIP
LAMAR TENNESSEE LIMITED PARTNERSHIP II
By: The Lamar Corporation, their general
partner
By: /s/ Keith Istre
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Title: CFO
Amendment No. 4
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LAMAR AIR, L.L.C.
By: The Lamar Corporation, its manager
By: /s/ Keith Istre
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Title: CFO
MINNESOTA LOGOS, A PARTNERSHIP
By: Minnesota Logos, Inc., its general
partner
By: /s/ Keith Istre
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Title: CFO
TLC PROPERTIES, L.L.C.
By: TLC Properties, Inc., its manager
By: /s/ Keith Istre
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Title: CFO
LENDERS
THE CHASE MANHATTAN BANK BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
By: By:
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Title: Title:
CIBC INC. FLEET BANK, N.A.
By: By:
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Title: Title:
Amendment No. 4
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ABN AMRO BANK N.V. BANQUE PARIBAS
Houston Agency
By: By:
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Title: Title:
By: By:
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Title: Title:
CORESTATES BANK, N.A. BANK OF MONTREAL, CHICAGO
BRANCH
By: By:
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Title: Title:
THE LONG-TERM CREDIT BANK HIBERNIA NATIONAL BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By: By:
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Title: Title:
MERITA BANK LTD - THE BANK OF NOVA SCOTIA
NEW YORK BRANCH
By: By:
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Title: Title:
By:
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Title:
Amendment No. 4
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UNION BANK OF CALIFORNIA BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: By:
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Title: Title:
FIRST UNION NATIONAL BANK STATE STREET BANK AND
OF NORTH CAROLINA TRUST COMPANY
By: By:
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Title: Title:
CRESTAR BANK
By:
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Title:
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
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Title:
Amendment No. 4