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EXHIBIT 10.1
Execution Copy
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 dated as of September 15, 1998 between LAMAR
ADVERTISING COMPANY (the "Borrower"); each of the Subsidiaries of the Borrower
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereof (the "Subsidiary Guarantors"); each of the financial institutions that is
a signatory hereto (the "Lenders"); and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Administrative Agent").
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders
and the Administrative Agent are parties to an Amended and Restated Credit
Agreement dated as of July 16, 1998 (as heretofore amended, the "Credit
Agreement");
WHEREAS, the Borrower intends to acquire all of the stock of
Outdoor Communications, Inc. ("OCI"), a Delaware corporation, pursuant to that
certain Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of
August 10, 1998 between the Borrower and the stockholders of OCI (the "OCI
Acquisition");
WHEREAS, immediately after the OCI Acquisition, OCI will be
merged (the "Merger") with and into the Borrower pursuant to an Agreement and
Plan of Merger (the "Merger Agreement" and together with the Stock Purchase
Agreement, the "Acquisition Documents") to be executed between OCI and the
Borrower, with the Borrower being the surviving corporation;
WHEREAS, OCI, certain Subsidiaries of OCI, certain lenders
party thereto and The Chase Manhattan Bank, as Administrative Agent, are party
to a Credit Agreement dated as of August 15, 1997 (as heretofore amended, the
"OCI Credit Agreement"); and
WHEREAS, in connection with the OCI Acquisition and the
Merger, the Borrower has requested that the Lenders and the Administrative Agent
amend the Credit Agreement so that, as amended, the Credit Agreement replace and
refinance the OCI Credit Agreement.
Accordingly, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Credit Agreement.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 hereof, but effective as of the date
that the OCI Acquisition and Merger shall have been consummated in accordance
with the terms of the Acquisition Documents (the "Amendment No. 1 Effective
Date"), the Credit Agreement shall be amended as follows:
Amendment No. 1 to Amended and Restated Credit Agreement
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2.01. General. 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 adding the following new definitions and inserting the same in the
appropriate alphabetical locations as follows:
"Amendment No. 1" means Amendment No. 1 to this Agreement
dated as of September 15, 1998 between the Borrower, the Subsidiary
Guarantors, the Lenders party thereto and the Administrative Agent.
"Amendment No. 1 Effective Date" has the meaning assigned to
such term in Amendment No. 1.
"Merger Agreement" has the meaning assigned to such term in
Amendment No. 1.
"OCI" has the meaning assigned to such term in Amendment No.
1.
"OCI Acquisition" has the meaning assigned to such term in
Amendment No. 1.
"OCI Credit Agreement" has the meaning assigned to such term
in Amendment No. 1.
"OCI Indenture" means the Indenture dated as of August 15,
1997 between OCI, OCI (N) Corp., OCI (S) Corp. and OCIH LLC, as
Guarantors, and First Union National Bank, as Trustee.
"OCI Subordinated Indebtedness" means Indebtedness in respect
of the OCI Subordinated Notes.
"OCI Subordinated Notes" means the 9-1/4% Senior Subordinated
Notes due 2007 issued under the OCI Indenture in the original principal
amount of $105,000,000.
2.03. Prepayment of Loans. Section 2.09(b)(ii) of the Credit
Agreement is amended (i) by replacing "twelve months" with "180 days" wherever
"twelve months" appears therein and (ii) by replacing "$20,000,000" in the last
sentence thereof with "$10,000,000".
Amendment No. 1 to Amended and Restated Credit Agreement
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2.04. Each Extension of Credit. Section 5.03 of the Credit
Agreement is amended by adding a new clause (d) immediately after clause (c)
thereof reading as follows:
"(d) Compliance with OCI Indenture. If at the time of, and
after giving effect to, any such Borrowing, or (as applicable) the date
of issuance, amendment, renewal or extension of such Letter of Credit,
the sum of the aggregate amount of the Revolving Credit Exposure plus
the aggregate outstanding amount of Term Loans and Incremental Loans is
greater than $200,000,000, the Borrower shall deliver a certificate of
a Financial Officer setting forth calculations in reasonable detail
demonstrating compliance with Section 4.8 of the OCI Indenture."
2.05. Indebtedness. Section 7.01(c) of the Credit Agreement is
amended to read in its entirety as follows:
"(c) Indebtedness existing on the date hereof (or, in the case
of the OCI Subordinated Indebtedness, on the effectiveness of the OCI
Acquisition) and set forth in Schedule 7.01 and (x) in the case of any
such Indebtedness (other than the Senior Subordinated Notes and the OCI
Subordinated Notes), any extension, renewal, refunding or replacement
of such Indebtedness that does not increase the principal amount of
such Indebtedness outstanding on the date hereof and (y) in the case of
the Senior Subordinated Notes or the OCI Subordinated Notes, (A) any
extension or renewal thereof so long as such Senior Subordinated Notes
or OCI Subordinated Notes, as so extended or renewed, would have been
permitted to be issued on the date of such extension or renewal under
paragraph (b) above and (B) any refunding or replacement thereof from
the proceeds of New Senior Subordinated Notes issued in accordance with
paragraph (b) above that does not increase the principal amount of such
Indebtedness outstanding on the date of such refunding or replacement;"
2.06. Indebtedness. Section 7.01 of the Credit Agreement is
amended by inserting a new clause (g) thereto (and in that connection, the ";
and" at the end of clause (f) is amended to be ";" and the current clause (g) is
amended to be clause (h)) as follows:
"(g) Indebtedness of the Borrower to the stockholders of OCI
in an aggregate principal amount not exceeding $45,000,000; provided
that such Indebtedness is incurred solely in connection with, and
represents the deferred purchase price of, the OCI Acquisition; and"
2.07. Merger. Clause (a) of the second paragraph of Section
7.04 of the Credit Agreement is hereby amended to read in its entirety as
follows:
"(a) any Restricted Subsidiary may be merged or consolidated
with or into any other Restricted Subsidiary, and OCI may be merged
into the Borrower pursuant to the Merger Agreement; provided that if
any such transaction shall be between a Restricted Subsidiary and a
Wholly Owned Restricted Subsidiary of the Borrower, the Wholly Owned
Restricted Subsidiary shall be the continuing or surviving
corporation;"
Amendment No. 1 to Amended and Restated Credit Agreement
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2.08. Investments. Section 7.05(a)(i) of the Credit Agreement
is amended to read in its entirety as follows:
"(i) Investments by the Borrower and its Restricted
Subsidiaries in Subsidiaries and by any Restricted Subsidiary in the
Borrower (including Guarantees by the Borrower of Indebtedness of any
Subsidiary and by any Restricted Subsidiary of Indebtedness of the
Borrower or any other Subsidiary), provided that the aggregate amount
of any such Investments (including Guarantees) by the Borrower and its
Restricted Subsidiaries in Unrestricted Subsidiaries after the date
hereof (net of returns on such Investments after the date hereof) shall
not exceed $100,000,000 and no such Investment may be made at any time
that a Default exists or if a Default would result therefrom;"
2.09. Restrictive Agreements. Section 7.08 of the Credit
Agreement is amended to read in its entirety as follows:
"SECTION 7.08. RESTRICTIVE AGREEMENTS. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a)
the ability of the Borrower or any Restricted Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Restricted Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or
to make or repay loans or advances to the Borrower or any other
Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Restricted Subsidiary; provided that (i) the foregoing shall
not apply to restrictions and conditions imposed by law or by this
Agreement, (ii) the foregoing shall not apply to restrictions and
conditions imposed by the Senior Subordinated Notes Indentures, any New
Senior Subordinated Notes Indenture, the OCI Indenture or any indenture
pursuant to which the refunding or replacement of Indebtedness in
respect of the Senior Subordinated Notes or OCI Subordinated Notes
occurs in accordance with the terms of this Agreement, (iii) the
foregoing shall not apply to restrictions and conditions existing on
the date hereof identified on Schedule 7.08 (but shall apply to any
extension or renewal of, or any amendment or modification expanding the
scope of, any such restriction or condition), (iv) the foregoing shall
not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Restricted Subsidiary pending such
sale, provided such restrictions and conditions apply only to the
Restricted Subsidiary that is to be sold and such sale is permitted
hereunder, (v) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such
Indebtedness and (vi) clause (a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the
assignment thereof."
Amendment No. 1 to Amended and Restated Credit Agreement
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2.10. Certain Financial Covenants. Section 7.09(c) of the
Credit Agreement is amended to read in its entirety as follows:
"(c) Interest Coverage Ratio. The Borrower will not permit the
Interest Coverage Ratio at any time during the period below to be less
than the ratio set opposite such period below:
Period Ratio
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From the Effective Date
through November 30, 1999 1.70 to 1
From December 01, 1999
through December 30, 2000 1.80 to 1
From December 31, 2000
through December 30, 2001 2.00 to 1
From December 31, 2001
and at all times thereafter 2.10 to 1"
2.11. Subordinated Indebtedness. Section 7.11 of the Credit
Agreement is amended to read in its entirety as follows:
"SECTION 7.11. SUBORDINATED INDEBTEDNESS. Except as permitted
by Section 7.01(c), the Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, purchase, redeem, retire or otherwise
acquire for value, or set apart any money for a sinking, defeasance or
other analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of,
any Subordinated Indebtedness, except for regularly scheduled payments
or prepayments of principal and interest in respect thereof required
pursuant to the instruments evidencing such Subordinated Indebtedness;
provided that the Borrower shall be permitted to make an offer to
purchase, and to effect the purchase of, the OCI Subordinated
Indebtedness on the terms of, and solely in order to comply with,
Section 4.15 of the OCI Indenture."
2.12. Modification of Certain Documents. Section 7.12 of the
Credit Agreement is amended to read in its entirety as follows:
"SECTION 7.12. MODIFICATIONS OF CERTAIN DOCUMENTS. The
Borrower will not, and will not permit any of its Restricted
Subsidiaries to, consent to any modification, supplement or waiver of
any of the provisions of any documents or agreements evidencing or
governing any Senior Subordinated Notes or OCI Subordinated Notes or
(after the issuance thereof in accordance with the requirements of
Section 7.01(b)) any New Senior Subordinated Notes without the prior
consent of the Required Lenders, provided that, subject to the last
paragraph of Section 6.10(a), the Borrower may
Amendment No. 1 to Amended and Restated Credit Agreement
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supplement the Senior Subordinated Notes Indentures, the OCI Indenture
or the New Senior Subordinated Notes Indentures in order to add or
delete Subsidiaries as guarantors thereunder as required or permitted
by the terms thereof without the prior consent of the Required Lenders.
Without limiting the generality of the foregoing, except for Guarantees
by Restricted Subsidiaries of the Borrower required by the Senior
Subordinated Notes Indentures, the OCI Indenture or the New Senior
Subordinated Notes Indentures, as the case may be, the Borrower will
not permit any Restricted Subsidiary to Guarantee any other
Subordinated Indebtedness without the prior consent of the Required
Lenders."
2.13. Successor Facility. Section 10.13 of the Credit
Agreement is amended to read in its entirety as follows:
"SECTION 10.13. SUCCESSOR FACILITY. This Agreement is intended
to be a successor to the Existing Credit Agreement and to replace and
refinance the OCI Credit Agreement and to constitute (i) the "Senior
Credit Facility" under and for all purposes of each of the Senior
Subordinated Notes Indentures and (ii) the "New Credit Facility" under
and for all purposes of the OCI Indenture."
2.14. Schedule 7.01. Schedule 7.01 of the Credit Agreement is
hereby amended to read as set forth in Annex 1 hereto.
Section 3. Representations and Warranties. The Borrower and
each Subsidiary Guarantor hereby represent and warrant to the Lenders and the
Administrative Agent that the representations and warranties set forth in
Article IV of the Credit Agreement are, on the date hereof, and will be, on the
Amendment No. 1 Effective Date, true and complete as if made on and as of each
such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date) and as if each
reference in such representations and warranties to "this Agreement" included
reference to the Credit Agreement as amended by this Amendment No. 1.
Section 4. Conditions Precedent. The effectiveness of the
amendments set forth in Section 2 hereof is subject to the condition precedent
that the Administrative Agent shall have received the following documents, each
of which shall be satisfactory to the Administrative Agent in form and
substance:
A. Agreement. Counterparts of this Amendment No. 1, duly
executed and delivered by the Borrower, each Subsidiary Guarantor, the
Required Lenders and the Administrative Agent.
B. OCI Acquisition. Evidence that the Acquisition Documents
shall have been duly authorized, executed and delivered (with copies
thereof) and that all conditions precedent to the OCI Acquisition and
the Merger shall have been (or are being concurrently) satisfied, and
that the OCI Acquisition and the Merger are being concurrently
consummated (and that all filings of articles of merger and any other
necessary merger filings with appropriate state authorities are being
concurrently made).
Amendment No. 1 to Amended and Restated Credit Agreement
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C. Opinions of Counsel. The Administrative Agent shall have
received (i) the written opinions (addressed to the Administrative
Agent and the Lenders and dated the Amendment No. 1 Effective Date) of
counsel to the Borrower and to OCI which are delivered in connection
with the OCI Acquisition, which opinions may be delivered subject to
the effectiveness of the amendments set forth in Section 2 hereof and
(ii) a written opinion (addressed to the Administrative Agent and the
Lenders and dated the Amendment No. 1 Effective Date) of counsel to the
Borrower to the effect that, immediately following the consummation of
the OCI Acquisition and the Merger, this Amendment No. 1 will
constitute a refinancing and replacement of the "New Credit Facility"
under the OCI Indenture.
D. OCI Credit Agreement. Evidence that (i) all principal of
and interest accrued on the outstanding loans under the OCI Credit
Agreement and the fees and expenses and all other amounts owing
thereunder shall have been paid in full with the proceeds of Borrowings
under the Credit Agreement, (ii) the Commitments (as defined in the OCI
Credit Agreement) shall have terminated and (iii) all Liens securing
any obligations under the OCI Credit Agreement shall have been released
(or arrangements satisfactory to the Banks (as defined in the OCI
Agreement) have been made).
E. Other Documents. Such other documents as either the
Administrative Agent or any Lender or Special Counsel may reasonably
request.
Section 7. 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 and sending the same by telecopier, mail messenger or courier to the
Administrative Agent or counsel to the Administrative Agent. This Amendment No.
1 shall be governed by, and construed in accordance with, the law of the State
of New York.
Amendment No. 1 to Amended and Restated Credit Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the day and year first above written.
LAMAR ADVERTISING COMPANY
By: /s/ KEITH A. ISTRE
-----------------------------------------
Title: Chief Financial Officer
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.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
Amendment No. 1 to Amended and Restated Credit Agreement
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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.
LAMAR ADVERTISING OF WEST VIRGINIA,
INC.
LAMAR ADVERTISING OF ASHLAND, INC.
AMERICAN SIGNS, INC.
By: /s/ KEITH A. ISTRE
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Title: Chief Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP
By: Lamar Texas General Partner, Inc.,
its general partner
By: /s/ KEITH A. ISTRE
----------------------------------------------
Title: Chief Financial Officer
LAMAR TENNESSEE LIMITED PARTNERSHIP
LAMAR TENNESSEE LIMITED
PARTNERSHIP II
By: The Lamar Corporation, their general partner
By: /s/ KEITH A. ISTRE
----------------------------------------------
Title: Chief Financial Officer
LAMAR AIR, L.L.C.
By: The Lamar Corporation, its manager
By: /s/ KEITH A. ISTRE
----------------------------------------------
Title: Chief Financial Officer
Amendment No. 1 to Amended and Restated Credit Agreement
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TLC PROPERTIES, L.L.C.
By: TLC Properties, Inc., its manager
By: /s/ KEITH A. ISTRE
----------------------------------------------
Title: Chief Financial Officer
Amendment No. 1 to Amended and Restated Credit Agreement
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LENDERS
THE CHASE MANHATTAN BANK,
as Lender and Administrative Agent
By /s/ WILLIAM E. ROTTENO
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Title: Vice President
ABN AMRO BANK N.V. BANKBOSTON, N.A.
By /s/ LAURIE C. TUZO By /s/ LENNY MASON
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Title: Senior Vice President Title: Vice President
By /s/ ERIC R. HOLLINGSWORTH
--------------------------------
Title: Assistant Vice President
BANK OF MONTREAL, CHICAGO THE BANK OF NEW YORK
BRANCH
By /s/ KAREN KLAPPER By /s/ JOHN R. CIULLA
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Title: Director Title: Vice President
THE BANK OF NOVA SCOTIA BANK OF TOKYO MITSUBISHI
TRUST COMPANY
By /s/ VINCENT J. FITZGERALD, JR. By /s/ GLENN B. ECKERT
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Title: Authorized Signature Title: Vice President
Amendment No. 1 to Amended and Restated Credit Agreement
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LENDERS
BANK ONE, LOUISIANA, CIBC INC.
NATIONAL ASSOCIATION
By /s/ ROBERT SCHNECKENBURGER By /s/ TEFTA GHILAGA
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Title: Vice President Title: Executive Director
CIBC Oppenheimer Corp.,
As Agent
COMPAGNIE FINANCIERE DE CIC CITY NATIONAL BANK
ET DE L'UNION EUROPEENNE
By /s/ MARCUS EDWARD By /s/ ROD BOLLINS
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Title: Vice President Title: Vice President
By /s/ ANTHONY ROCK
--------------------------------
Title: Vice President
CREDITANSTALT CORPORATE CRESTAR BANK
FINANCE, INC.
By /s/ STEPHEN HIPP By /s/ J. ERIC MILLHAM
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Title: Associate Title: Vice President
By /s/ ROBERT BERINGER
--------------------------------
Title: Executive Vice President
Amendment No. 1 to Amended and Restated Credit Agreement
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LENDERS
FIRST UNION NATIONAL BANK FLEET NATIONAL BANK
By /s/ BRUCE W. LOFTIN By /s/ TANYA M. CROSSLEY
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Title: Senior Vice President Title: Vice President
THE FUJI BANK, LIMITED HIBERNIA NATIONAL BANK
By /s/ TEIJI TERAMOTO By /s/ JANET OLSON RACK
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Title: Vice President & Manager Title: Senior Vice President
THE LONG - TERM CREDIT BANK MERITA BANK PLC, NEW YORK
OF JAPAN, LIMITED BRANCH
By /s/ SADAO MURAOKA By /s/ FRANK MAFFEI
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Title: Head of Southwest Region Title: Vice President
By /s/ PAUL BROOKS
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Title: Vice President
MERCANTILE BANK NATIONAL MICHIGAN NATIONAL BANK
ASSOCIATION
By /s/ GAIL F. SCANNELL By /s/ JEFFREY W. BILLIG
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Title: Vice President Title: Relationship Manager
Amendment No. 1 to Amended and Restated Credit Agreement
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LENDERS
THE MITSUBISHI TRUST & PARIBAS
BANKING CORPORATION
By /s/ LYNNE S. RANDALL
----------------------------------
By /s/ J. HAYASHI Title: Director
--------------------------------
Title: Senior Vice President
STATE STREET BANK AND TRUST SUNTRUST BANK, CENTRAL
COMPANY FLORIDA N.A.
By /s/ JOHN TYLER By /s/ RONALD K. RUEVE
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Title: Vice President Title: Vice President
UNION BANK OF CALIFORNIA, U.S. BANK NATIONAL
N.A. ASSOCIATION
By /s/ PETER C. CONNOY By /s/ MATTHEW S. THORESON
-------------------------------- ----------------------------------
Title: Assistant Vice President Title: Vice President
Amendment No. 1 to Amended and Restated Credit Agreement