<PAGE>

                                                                   EXHIBIT 10.13

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------

                                LAMAR MEDIA CORP.

                          -----------------------------

                                CREDIT AGREEMENT

                         Dated as of September 30, 2005

                         ------------------------------

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                     WACHOVIA BANK, NATIONAL ASSOCIATION and
                                 SUNTRUST BANK,
                            as Co-Syndication Agents

                     BNP PARIBAS and CALYON NEW YORK BRANCH,
                           as Co-Documentation Agents

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner

--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01.  Defined Terms...........................................1
      SECTION 1.02.  Classification of Loans and Borrowings.................28
      SECTION 1.03.  Terms Generally........................................28
      SECTION 1.04.  Accounting Terms; GAAP.................................29
      SECTION 1.05.  Subsidiaries; Designation of Unrestricted
                      Subsidiaries..........................................29

                                   ARTICLE II

                                   THE CREDITS

      SECTION 2.01.  Commitments............................................31
      SECTION 2.02.  Loans and Borrowings...................................32
      SECTION 2.03.  Requests for Borrowings................................33
      SECTION 2.04.  Letters of Credit......................................34
      SECTION 2.05.  Funding of Borrowings..................................39
      SECTION 2.06.  Interest Elections.....................................40
      SECTION 2.07.  Termination and Reduction of Commitments...............41
      SECTION 2.08.  Repayment of Loans; Evidence of Debt...................42
      SECTION 2.09.  Prepayment of Loans....................................45
      SECTION 2.10.  Fees...................................................49
      SECTION 2.11.  Interest...............................................50
      SECTION 2.12.  Alternate Rate of Interest.............................51
      SECTION 2.13.  Increased Costs........................................52
      SECTION 2.14.  Break Funding Payments.................................53
      SECTION 2.15.  Taxes..................................................54
      SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing Of
                      Set-Offs..............................................56
      SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.........59

                                   ARTICLE III

                             GUARANTEE BY GUARANTORS

      SECTION 3.01.  The Guarantee..........................................60
      SECTION 3.02.  Obligations Unconditional..............................60


                                      (i)
<PAGE>
      SECTION 3.03.  Reinstatement..........................................61
      SECTION 3.04.  Subrogation............................................62
      SECTION 3.05.  Remedies...............................................62
      SECTION 3.06.  Instrument for the Payment of Money....................62
      SECTION 3.07.  Continuing Guarantee...................................62
      SECTION 3.08.  Rights of Contribution.................................63
      SECTION 3.09.  General Limitation on Guarantee Obligations............63

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01.  Organization; Powers...................................64
      SECTION 4.02.  Authorization; Enforceability..........................64
      SECTION 4.03.  Governmental Approvals; No Conflicts...................64
      SECTION 4.04.  Financial Condition; No Material Adverse Change........65
      SECTION 4.05.  Properties.............................................66
      SECTION 4.06.  Litigation and Environmental Matters...................66
      SECTION 4.07.  Compliance with Laws and Agreements....................67
      SECTION 4.08.  Investment and Holding Company Status..................67
      SECTION 4.09.  Taxes..................................................67
      SECTION 4.10.  ERISA..................................................67
      SECTION 4.11.  Disclosure.............................................67
      SECTION 4.12.  Capitalization.........................................68
      SECTION 4.13.  Material Agreements and Liens..........................68
      SECTION 4.14.  Subsidiaries, Etc......................................69
      SECTION 4.15.  Holdings Indenture.....................................69

                                    ARTICLE V

                                   CONDITIONS

      SECTION 5.01.  Effective Date.........................................70
      SECTION 5.02.  Incremental Loan Borrowings............................73
      SECTION 5.03.  Each Extension of Credit...............................74

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

      SECTION 6.01.  Financial Statements and Other Information.............76
      SECTION 6.02.  Notices of Material Events.............................79
      SECTION 6.03.  Existence; Conduct of Business.........................79


                                      (ii)
<PAGE>
      SECTION 6.04.  Payment of Obligations.................................79
      SECTION 6.05.  Maintenance of Properties; Insurance...................80
      SECTION 6.06.  Books and Records; Inspection Rights...................80
      SECTION 6.07.  Fiscal Year............................................80
      SECTION 6.08.  Compliance with Laws...................................80
      SECTION 6.09.  Use of Proceeds........................................80
      SECTION 6.10.  Certain Obligations Respecting Restricted
                      Subsidiaries and Collateral Security..................81

                                   ARTICLE VII

                               NEGATIVE COVENANTS

      SECTION 7.01.  Indebtedness...........................................83
      SECTION 7.02.  Liens..................................................85
      SECTION 7.03.  Contingent Liabilities; Surety Bonds...................87
      SECTION 7.04.  Fundamental Changes....................................88
      SECTION 7.05.  Investments, Loans, Advances, Guarantees and
                      Acquisitions; Swap Agreements.........................91
      SECTION 7.06.  Restricted Payments....................................92
      SECTION 7.07.  Transactions with Affiliates...........................93
      SECTION 7.08.  Restrictive Agreements.................................94
      SECTION 7.09.  Certain Financial Covenants............................95
      SECTION 7.10.  Lines of Business......................................96
      SECTION 7.11.  Repayments of Certain Indebtedness.....................96
      SECTION 7.12.  Modifications of Certain Documents.....................96

                                  ARTICLE VIII

                             EVENTS OF DEFAULT..............................97

                                   ARTICLE IX

                        THE ADMINISTRATIVE AGENT...........................101


                                    ARTICLE X

                                  MISCELLANEOUS

      SECTION 10.01.  Notices..............................................104
      SECTION 10.02.  Waivers; Amendments..................................105
      SECTION 10.03.  Expenses; Indemnity; Damage Waiver...................108


                                     (iii)
<PAGE>
      SECTION 10.04.  Successors and Assigns...............................110
      SECTION 10.05.  Survival.............................................114
      SECTION 10.06.  Counterparts; Integration; Effectiveness.............114
      SECTION 10.07.  Severability.........................................115
      SECTION 10.08.  Right of Setoff......................................115
      SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service
                       of Process..........................................115
      SECTION 10.10.  WAIVER OF JURY TRIAL.................................116
      SECTION 10.11.  Headings.............................................116
      SECTION 10.12.  Release of Collateral and Guarantees.................116
      SECTION 10.13.  Successor Facility...................................117
      SECTION 10.14.  Existing Credit Agreement............................117
      SECTION 10.15.  Delivery of Lender Addenda...........................118
      SECTION 10.16.  USA Patriot Act......................................118


SCHEDULES:

Schedule 4.06 -- Disclosed Matters
Schedule 4.11 -- Supplemental Disclosure
Schedule 4.13 -- Material Agreements and Liens
Schedule 4.14 -- Subsidiaries
Schedule 7.03 -- Existing Guarantees

Schedule 7.07 -- Certain Existing Affiliate Transactions
Schedule 7.08 -- Existing Restrictions

EXHIBITS:

Exhibit A     -- Form of Assignment and Assumption
Exhibit B     -- Form of Opinion of Counsel to the Credit Parties
Exhibit C     -- Form of Opinion of Special Counsel
Exhibit D-1   -- Form of Pledge Agreement
Exhibit D-2   -- Form of Holdings Guaranty and Pledge Agreement
Exhibit E     -- Form of Joinder Agreement
Exhibit F     -- Form of Lender Addendum
Exhibit G     -- Form of Subsidiary Borrower Designation Letter


                                      (iv)
<PAGE>
            CREDIT AGREEMENT dated as of September 30, 2005 between LAMAR MEDIA
CORP., the "Subsidiary Borrower" that may be designated as such hereunder
pursuant to Section 5.02(b), the SUBSIDIARY GUARANTORS party hereto, the LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

            The Company has requested that the Lenders extend credit, by means
of loans and letters of credit, to it in an aggregate amount up to but not
exceeding $800,000,000 (and, subject to Section 2.01(c), to it and the
Subsidiary Borrower in an aggregate amount up to but not exceeding
$1,300,000,000) to (i) refinance certain indebtedness and (ii) provide funds for
future acquisitions and the general corporate purposes of the Company and its
Restricted Subsidiaries (as defined herein). The Lenders are willing to extend
such credit upon the terms and conditions of this Agreement and, accordingly,
the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

            "Acquisition" means any transaction, or any series of related
transactions, consummated after the date hereof, by which (i) the Company and/or
any of its Subsidiaries acquires the business of, or all or substantially all of
the assets of, any firm, corporation or division thereof, whether through
purchase of assets, purchase of stock, merger or otherwise or (ii) any Person
that was not theretofore a Subsidiary of the Company becomes a Subsidiary of the
Company.

            "Adjusted Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day, and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Adjusted Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of


                                Credit Agreement
<PAGE>
                                      -2-


1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

            "Administrative Agent" means JPMCB in its capacity as administrative
agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.
Notwithstanding the foregoing, (a) no individual shall be an Affiliate of the
Company or any of its Restricted Subsidiaries solely by reason of his or her
being a director, officer or employee of the Company or any of its Restricted
Subsidiaries and (b) none of the Subsidiary Guarantors shall be Affiliates of
the Company or any of its Restricted Subsidiaries.

            "Applicable Percentage" means (a) with respect to any Revolving
Credit Lender for purposes of Section 2.04, the percentage of the total
Revolving Credit Commitments represented by such Lender's Revolving Credit
Commitment and (b) with respect to any Lender in respect of any indemnity claim
under Section 10.03(c) relating to the Administrative Agent under this
Agreement, the percentage of the total Commitments or, if greater, the Loans of
all Classes hereunder represented by the aggregate amount of such Lender's
Commitment or Loans, as applicable, of all Classes hereunder.

            "Applicable Rate" means (a) for any Type of Revolving Credit Loans
or Term Loans or for commitment fees, the respective rates indicated below for
Loans of such Type, or for commitment fees, based upon the Total Debt Ratio as
at the last day of the fiscal quarter most recently ended as to which the
Company has delivered financial statements pursuant to Section 6.01 and (b) for
any Type of Incremental Loans of any Series, such rates of interest as shall be
agreed upon at the time Incremental Loan Commitments of such Series are
established:


                                Credit Agreement
<PAGE>
                                      -3-


<TABLE>
<CAPTION>
         RANGE            REVOLVING CREDIT  REVOLVING CREDIT
           OF              OR, TERM BASE        OR, TERM
    TOTAL DEBT RATIO         RATE LOANS     EURODOLLAR LOANS   COMMITMENT FEE
<S>                       <C>               <C>                <C>
Greater than or equal
  to 5.00 to 1                 0.250%            1.250%            0.375%

Less than 5.00 to 1 and
  greater than or equal
  to 3.00 to 1                 0.000%            1.000%            0.375%

Less than 3.00 to 1 and
  greater than or equal
  to 2.50 to 1                 0.000%            0.875%            0.300%

Less than 2.50                 0.000%            0.750%            0.250%
</TABLE>

            Each change in the "Applicable Rate" based upon any change in the
Total Debt Ratio shall become effective for purposes of the accrual of interest
(including in respect of all then-outstanding Loans), and commitment fees,
hereunder on the date three Business Days after the delivery to the
Administrative Agent of the financial statements of the Company for the most
recently ended fiscal quarter pursuant to Section 6.01 (provided, that any
change in the Applicable Rate occurring on the date six months after the
Effective Date shall become effective on such date and shall be based upon the
financial statements of the Company for the most recently ended fiscal quarter
pursuant to Section 6.01), and shall remain effective for such purpose until
three Business Days after the next delivery of such financial statements to the
Administrative Agent hereunder.

            Notwithstanding the foregoing, (i) the Applicable Rate for Revolving
Credit Loans, Term Loans and commitment fees, until the date six months after
the Effective Date, shall be the rates set forth above for a Total Debt Ratio of
less than 5.00 to 1 and greater than or equal to 3.00 to 1 and (ii) in the event
the Company consummates any Acquisition or Disposition for aggregate
consideration of $75,000,000 or more, the Company shall forthwith deliver to the
Administrative Agent a certificate of a Financial Officer, in form and detail
satisfactory to the Administrative Agent, setting forth a redetermination of the
Total Debt Ratio reflecting such Acquisition or Disposition, and on the date
three Business Days after the delivery of such certificate, the Applicable Rate
shall be adjusted to give effect to such redetermination of the Total Debt
Ratio.


                                Credit Agreement
<PAGE>
                                      -4-


            Anything in this Agreement to the contrary notwithstanding, the
Applicable Rate shall be the highest rates provided for above if the certificate
of a Financial Officer shall not be delivered by the times provided in Section
6.01 or within three Business Days after the occurrence of any Acquisition or
Disposition described above (but only, in the case of this paragraph, with
respect to periods prior to the delivery of such certificate).

            "Approved Fund" means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

             "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent,
in substantially the form of Exhibit A or any other form approved by the
Administrative Agent.

            "Base Rate", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted Base Rate.

            "Basic Documents" means the Loan Documents, the Senior Subordinated
Notes Indentures, the New Senior Subordinated Notes Indentures and the New
Senior Notes Indentures (or any applicable governing agreement for any Refunding
Indebtedness).

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrowers" means the Company and, effective upon the designation
thereof pursuant to Section 5.02(b), the Subsidiary Borrower.

            "Borrowing" means Loans of a particular Class of the same Type,
made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect.

            "Borrowing Request" means a request by a Borrower for a Borrowing in
accordance with Section 2.03.


                                Credit Agreement
<PAGE>
                                      -5-


            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in U.S. dollar deposits in the London interbank market.

            "Capital Expenditures" means, for any period, the sum for the
Company or any of its Restricted Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP) of the aggregate amount of
expenditures (including the aggregate amount of Capital Lease Obligations
incurred during such period) made to acquire or construct fixed assets, plant
and equipment (including renewals, improvements and replacements, but excluding
repairs) during such period computed in accordance with GAAP; provided that such
term shall not include any such expenditures in connection with any Acquisition
or any replacement or repair of Property affected by a Casualty Event.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Casualty Event" means, with respect to any Property of any Person,
any loss of or damage to, or any condemnation or other taking of, such Property
for which such Person or any of its Subsidiaries receives insurance proceeds, or
proceeds of a condemnation award or other compensation.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
any Issuing Lender (or, for purposes of Section 2.13(b), by any lending office
of such Lender or by such Lender's or such Issuing Lender's holding company, if
any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this
Agreement.

            "Class", when used in reference to any Loan, Borrowing or
Commitment, refers to whether such Loan, the Loans comprising such Borrowing or
the Loans that a Lender holding such Commitment is obligated to make, are
Revolving Credit Loans, Term Loans or Incremental Loans.


                                Credit Agreement
<PAGE>
                                      -6-


            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Commitments" means the Revolving Credit Commitments, Term Loan
Commitments and Incremental Loan Commitments, as applicable.

            "Company" means Lamar Media Corp., a Delaware corporation.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

            "Confidential Information Memorandum" means the Confidential
Information Memorandum dated September 2005 with respect to the syndication of
the credit facilities provided herein.

            "Credit Parties" means, collectively, Holdings, the Borrowers and
the Subsidiary Guarantors.

            "Debt Service" means, for any period, the sum, for the Company and
its Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following: (a) all regularly
scheduled payments or regularly scheduled mandatory prepayments of principal of
any Indebtedness (including the Term Loans and the Incremental Loans and the
principal component of any payments in respect of Capital Lease Obligations, but
excluding any prepayments pursuant to Section 2.09 and payments or prepayments
in respect of Mirror Loan Indebtedness) made during such period plus (b) all
Interest Expense for such period.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 4.06.

            "Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by the
Company or any of its Restricted Subsidiaries to any other Person excluding any
sale, assignment, transfer or other disposition of (i) any property sold or
disposed of in the ordinary course of business and on ordinary business


                                Credit Agreement
<PAGE>
                                      -7-


terms, (ii) any obsolete or worn-out tools and equipment no longer used or
useful in the business of the Company and its Restricted Subsidiaries and (iii)
any Collateral under and as defined in the Pledge Agreement pursuant to an
exercise of remedies by the Administrative Agent under Section 4.05 thereof.

            "Disposition Investment" means, with respect to any Disposition, any
promissory notes or other evidences of indebtedness or Investments received by
the Company or any of its Restricted Subsidiaries in connection with such
Disposition.

            "Domestic Subsidiary" means any Subsidiary of the Company other than
a Foreign Subsidiary.

            "EBITDA" means, for any period, operating income for the Company and
its Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) for such period (calculated before taxes,
Interest Expense, interest in respect of Mirror Loan Indebtedness, depreciation,
amortization and any other non-cash income or charges accrued for such period
and (except to the extent received or paid in cash by the Company or any of its
Restricted Subsidiaries) income or loss attributable to equity in Affiliates for
such period), excluding any extraordinary and unusual gains or losses during
such period, and excluding the proceeds of any Casualty Events and Dispositions.
For purposes hereof, any Restricted Payment made by the Company or any of its
Restricted Subsidiaries to Holdings during any period to enable Holdings to pay
Qualified Holdings Obligations shall be treated as operating expenses of the
Company for the purposes of calculating EBITDA for such period if and to the
extent such operating expenses would be deducted in the calculation of EBITDA if
funded directly by the Company or any Restricted Subsidiary.

            Notwithstanding the foregoing, except as otherwise provided in
Section 7.04(f), if during any period for which EBITDA is being determined the
Company shall have consummated any Acquisition or Disposition then, for all
purposes of this Agreement, EBITDA shall be determined on a pro forma basis as
if such Acquisition or Disposition had been made or consummated on the first day
of such period.

            "Effective Date" means the date on which the conditions specified in
Section 5.01 are satisfied (or waived in accordance with Section 10.02).

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment,


                                Credit Agreement
<PAGE>
                                      -8-


preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Materials or to health and safety matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

            "Equity Hedging Arrangement" means any agreement or other
arrangement pursuant to which the Company or any of its Restricted Subsidiaries
shall agree to purchase shares of capital stock of the Company from another
Person at a fixed price or formula (or to make payments to another Person
calculated with reference to the price of any such shares), whether such
agreement or other arrangement arises in connection with an acquisition of a
business or property, an employee benefit plan, a hedging transaction or
otherwise.

            "Equity Rights" means, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any stockholders' or voting trust agreements) for the
issuance or sale of, or securities convertible into, any additional shares of
capital stock of any class, or partnership or other ownership interests of any
type in, such Person.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived), (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with


                                Credit Agreement
<PAGE>
                                      -9-


respect to any Plan, (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f)
the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan, or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" has the meaning assigned to such term in Article
VIII.

            "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, any Issuing Lender or any other recipient of any payment to be made
by or on account of any obligation of the Company hereunder, (a) income, net
worth or franchise taxes imposed on (or measured by) its net income or net worth
by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located or in which it is taxable by reason of
being engaged in business in such jurisdiction (other than solely by reason of
the execution, delivery or performance of this Agreement or the receipt of
income hereunder or enforcement of rights hereunder), (b) any branch profits
taxes or any similar tax imposed by any jurisdiction in which the relevant
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Company under Section 2.17(b)), any
withholding tax that is imposed on amounts payable by the Company to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or is attributable to such Foreign Lender's failure or inability to comply with
Section 2.15(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
the Company with respect to such withholding tax pursuant to Section 2.15(a).

            "Existing Credit Agreement" means Credit Agreement dated as of March
7, 2003 between the Company, the Subsidiary Guarantors, the lenders named
therein (including certain


                                Credit Agreement
<PAGE>
                                      -10-


of the Lenders hereunder) and JPMorgan Chase Bank, N.A. (formerly known as
JPMorgan Chase Bank), as Administrative Agent.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of l%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company, as the case may be.

            "Fixed Charges Ratio" means, as at any date, the ratio of (a) EBITDA
for the period of four consecutive fiscal quarters ending on or most recently
ended prior to such date to (b) the sum for the Company and its Restricted
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (i) all Debt Service for such period
plus (ii) the aggregate amount of all Capital Expenditures made during such
period plus (iii) the aggregate amount paid, or required to be paid, in cash in
respect of income, franchise, real estate and other like taxes for such period
(to the extent not deducted in determining EBITDA for such period) plus (iv) the
aggregate amount of Restricted Payments made during such period by the Company
to Holdings to enable Holdings to make interest payments on its Indebtedness
(other than Restricted Payments deducted in computing EBITDA for such period).

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which either Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

            "Foreign Subsidiary" means any Subsidiary of the Company organized
in a jurisdiction other than the United States of America, any State thereof, or
the District of Columbia.

            "GAAP" means generally accepted accounting principles in the United
States of America.


                                Credit Agreement
<PAGE>
                                      -11-


            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" means a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used as a verb shall
have a correlative meaning.

            "Guaranteed Obligations" means (a) in the case of the Company and
the Subsidiary Guarantors, the principal of and interest on the Loans made by
the Lenders to the Subsidiary Borrower and all other amounts from time to time
owing to the Lenders or the Administrative Agent by the Subsidiary Borrower
hereunder or under any other Loan Document, and all obligations of the
Subsidiary Borrower to any Lender (or any Affiliate thereof) under any Swap
Agreement, in each case strictly in accordance with the terms thereof and (b) in
the case of the Subsidiary Guarantors, the principal of and interest on the
Loans made by the Lenders to the Company, all LC Disbursements and all other
amounts from time to time owing to the Lenders, the Issuing Lenders or the
Administrative Agent by the Company hereunder or under any other Loan Document,
and all obligations of the Company to any Lender (or any Affiliate thereof)
under any Swap Agreement, in each case strictly in accordance with the terms
thereof.

            "Guarantor" means, collectively, the Subsidiary Guarantors and, in
its capacity as a guarantor pursuant to Article III, the Company.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.


                                Credit Agreement
<PAGE>
                                      -12-


            "Holdings" means Lamar Advertising Company, a Delaware corporation
of which the Company is a Wholly Owned Subsidiary.

            "Holdings Guaranty and Pledge Agreement" means a Guaranty and Pledge
Agreement substantially in the form of Exhibit D-2 between Holdings and the
Administrative Agent.

            "Holdings Indenture" means the Indenture pursuant to which the
Senior Notes have been issued.

            "Inactive Subsidiary" means, as at any date, any Subsidiary of the
Company that, as at the end of and for the quarterly accounting period ending on
or most recently ended prior to such date, shall have less than $1,000 in
assets.

            "Incremental Loan" has the meaning assigned to such term in Section
2.01(c).

            "Incremental Loan Commitment" means, with respect to each Lender,
the amount of the offer of such Lender to make Incremental Loans of any Series
that is accepted by the Company in accordance with the provisions of Section
2.01(c), as such amount may be (a) reduced from time to time pursuant to
Sections 2.07 and 2.09 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The aggregate
amount of the Incremental Loan Commitments of all Series shall not exceed
$500,000,000.

            "Incremental Loan Lenders" means, in respect of any Series of
Incremental Loans, (a) initially, the Lenders (or other financial institutions
referred to in Section 2.01(c)) whose offers to make Incremental Loans of such
Series shall have been accepted by the Company in accordance with the provisions
of Section 2.01(c) and (b) thereafter, the Lenders from time to time holding
Incremental Loans of such Series and/or Incremental Loan Commitments of such
Series after giving effect to any assignments thereof permitted by Section
10.04.

            "Indebtedness" means, for any Person without duplication: (a)
obligations created, issued or incurred by such Person for borrowed money
(whether by loan, the issuance and sale of debt securities or the sale of
Property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such Property from such Person); (b) obligations of
such Person to pay the deferred purchase or acquisition price of Property or
services, other than trade accounts payable (other than for borrowed money)
arising, and accrued expenses incurred, in the ordinary course of business so
long as such trade accounts are payable


                                Credit Agreement
<PAGE>
                                      -13-


within 120 days of the date the respective goods are delivered or the respective
services are rendered; (c) Indebtedness of others secured by a Lien on the
Property of such Person, whether or not the respective indebtedness so secured
has been assumed by such Person; (d) obligations of such Person in respect of
letters of credit or similar instruments issued or accepted by banks and other
financial institutions for account of such Person; (e) Capital Lease Obligations
of such Person; (f) Indebtedness of others Guaranteed by such Person; and (g)
obligations under Equity Hedging Arrangements (and, for purposes hereof, the
amount of Indebtedness under an Equity Hedging Arrangement shall be deemed to be
equal to the aggregate maximum contingent or potential liability under such
Equity Hedging Arrangement). The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity.

            Notwithstanding the foregoing, the following items shall not be
deemed "Indebtedness" for purposes hereof: (i) obligations under Swap
Agreements; (ii) obligations in respect of Surety Bonds (other than letters of
credit supporting obligations in respect of Surety Bonds, as to which clause
(iii) below shall apply, and other than Surety Bonds supporting obligations that
would otherwise constitute Indebtedness under this definition) to the extent
that the aggregate amount of all such obligations does not exceed $50,000,000;
(iii) obligations in respect of the undrawn face amount of letters of credit
(other than letters of credit supporting obligations that would otherwise
constitute Indebtedness under this definition) to the extent that the aggregate
amount of all such obligations does not exceed $20,000,000; (iv) any obligations
to pay deferred compensation under employee benefits plans to the extent such
obligations are fully funded; and (v) any principal, accrued interest or premium
of any Indebtedness intended to be refunded with the proceeds of an incurrence
of Refunding Indebtedness permitted under Section 7.01 to the extent that (x)
notice of redemption or prepayment of the Indebtedness to be refunded shall have
been given to the holders thereof or shall be given substantially
contemporaneously with the incurrence of such Refunding Indebtedness and (y)
proceeds of such Refunding Indebtedness shall have been deposited into escrow
with irrevocable instructions to the escrow agent to apply such proceeds to the
redemption of, or repurchase of, such Indebtedness to be refunded.

            "Indemnified Taxes" means all Taxes other than (a) Excluded Taxes
and Other Taxes and (b) amounts constituting penalties or interest imposed with
respect to Excluded Taxes or Other Taxes.

            "Interest Coverage Ratio" means, as at any date, the ratio of (a)
EBITDA for the period of four consecutive fiscal quarters ending on or most
recently ended prior to such date to (b) Interest Expense for such period.


                                Credit Agreement
<PAGE>
                                      -14-


            "Interest Election Request" means a request by a Borrower to convert
or continue a Borrowing in accordance with Section 2.06.

            "Interest Expense" means, for any period, the sum, for the Company
and its Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following: (a) all interest in
respect of Indebtedness (other than Mirror Loan Indebtedness) accrued or
capitalized during such period (whether or not actually paid during such period)
plus (b) the net amounts payable (or minus the net amounts receivable) under
Swap Agreements accrued during such period (whether or not actually paid or
received during such period) including, without limitation, fees, but excluding
reimbursement of legal fees and other similar transaction costs and excluding
payments required by reason of the early termination of Swap Agreements in
effect on the date hereof plus (c) all fees incurred in connection with this
Agreement and the Loans hereunder, including letter of credit fees and expenses
related thereto, incurred hereunder after the Effective Date.

            Notwithstanding the foregoing, (x) if during any period for which
Interest Expense is being determined the Company shall have consummated any
Acquisition or Disposition then, for all purposes of this Agreement, Interest
Expense shall be determined on a pro forma basis as if such Acquisition or
Disposition (and any Indebtedness incurred by the Company or any of its
Restricted Subsidiaries in connection with such Acquisition or repaid as a
result of such Disposition) had been made or consummated (and such Indebtedness
incurred or repaid) on the first day of such period and (y) in determining the
amount of Interest Expense for any period during which the Company or any
Restricted Subsidiary shall have escrowed the proceeds from any Indebtedness
incurred to refund other Indebtedness subject to irrevocable instructions for
such proceeds to be applied to such refunding, Interest Expense relating to the
Indebtedness to be refunded shall be reduced by any interest earned on such
escrowed proceeds and from any securities in which such proceeds shall be
invested.

            "Interest Payment Date" means (a) with respect to any Base Rate
Loan, each Quarterly Date and (b) with respect to any Eurodollar Loan, the last
Business Day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each Business Day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.

            "Interest Period" means with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months (or, with the consent of each Lender of the relevant Class, nine or
twelve months) thereafter, as the relevant Borrower may elect;


                                Credit Agreement
<PAGE>
                                      -15-


provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing. Notwithstanding the
foregoing,

            (w) if any Interest Period for any Revolving Credit Borrowing would
      otherwise end after the Revolving Credit Termination Date, such Interest
      Period shall end on the Revolving Credit Termination Date,

            (x) no Interest Period for any Term Loan Borrowing may commence
      before and end after any Principal Payment Date unless, after giving
      effect thereto, the aggregate principal amount of Term Loans having
      Interest Periods that end after such Principal Payment Date shall be equal
      to or less than the aggregate principal amount of Term Loans,
      respectively, scheduled to be outstanding after giving effect to the
      payments of principal required to be made on such Principal Payment Date,

            (y) no Interest Period for any Incremental Loan Borrowing of any
      Series may commence before and end after any Principal Payment Date
      unless, after giving effect thereto, the aggregate principal amount of the
      Incremental Loans of such Series having Interest Periods that end after
      such Principal Payment Date shall be equal to or less than the aggregate
      principal amount of the Incremental Loans of such Series scheduled to be
      outstanding after giving effect to the payments of principal required to
      be made on such Principal Payment Date, and

            (z) notwithstanding the foregoing clauses (w), (x) and (y), no
      Interest Period shall have a duration of less than one month and, if the
      Interest Period for any Eurodollar Loan would otherwise be a shorter
      period, such Loan shall not be available hereunder as a Eurodollar Loan
      for such period.

            "Investment" means, for any Person: (a) the acquisition (whether for
cash, Property, services or securities or otherwise) of capital stock, bonds,
notes, debentures, partnership or other ownership interests or other securities
of, or capital contribution to, any other Person or any agreement to make any
such acquisition or capital contribution (including,


                                Credit Agreement
<PAGE>
                                      -16-


without limitation, any "short sale" or any sale of any securities at a time
when such securities are not owned by the Person entering into such short sale);
(b) the making of any deposit with, or advance, loan or other extension of
credit to, any other Person (including the purchase of Property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such Property to such Person, but excluding any such advance, loan or
extension of credit having a term not exceeding 180 days representing the
purchase price of inventory or supplies sold by such Person in the ordinary
course of business; or (c) the entering into of any Guarantee of, or other
contingent obligation with respect to, Indebtedness or other liability of any
other Person.

            Notwithstanding the foregoing, the following items shall not be
deemed "Investments" for purposes hereof: (i) Capital Expenditures, (ii)
Acquisitions and (iii) obligations (including, without limitation, deposits) in
connection with Surety Bonds.

            "Issuing Lender" means JPMorgan Chase Bank, N.A. and each other
Lender designated by the Company as an "Issuing Lender" hereunder that has
agreed to such designation and has been approved as an "Issuing Lender" by the
Administrative Agent in its reasonable discretion, each in its capacity as the
issuer of Letters of Credit hereunder. Each Issuing Lender may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such Issuing Lender, in which case the term "Issuing Lender" shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate.

            "Joinder Agreement" means a Joinder Agreement substantially in the
form of Exhibit E.

            "JPMCB" means JPMorgan Chase Bank, N.A., a national banking
corporation.

            "LC Disbursement" means a payment made by an Issuing Lender pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Company at such time. The LC Exposure of any Revolving Credit
Lender at any time shall be its Applicable Percentage of the total LC Exposure
at such time.

            "Lender Addendum" means, with respect to any Lender party hereto on
the Effective Date, a Lender Addendum, substantially in the form of Exhibit F,
to be executed and delivered by such Lender on or before the Effective Date as
provided in Section 10.15.


                                Credit Agreement
<PAGE>
                                      -17-


            "Lenders" means each Lender that has executed a Lender Addendum, and
any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption.

            "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to U.S. dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for U.S. dollar deposits with
a maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
U.S. dollar deposits of $5,000,000, and for a maturity comparable to such
Interest Period, are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement
(including any financing lease having substantially the same economic effect as
any of the foregoing but excluding any operating lease) relating to such asset
and (c) in the case of securities, any purchase option, call or similar right of
a third party with respect to such securities.

            "Loan Documents" means this Agreement, any promissory notes
evidencing Loans hereunder and the Security Documents.

            "Loans" means the loans made by the Lenders to the Borrowers
pursuant to this Agreement, including any Incremental Loans of any Series.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Company and its Restricted Subsidiaries (or of the Company and all of its
Subsidiaries) taken as a whole, (b) the ability of


                                Credit Agreement
<PAGE>
                                      -18-


any Obligor to perform any of its obligations under this Agreement or any Credit
Party to perform any of its obligations under the other Loan Documents or (c)
the rights of or benefits available to the Lenders under this Agreement and the
other Loan Documents.

            "Material Indebtedness" means Indebtedness (other than the Loans or
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of Holdings, the Company or any of its Restricted Subsidiaries
in an aggregate principal amount exceeding $35,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
any Person in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that such Person
would be required to pay if such Swap Agreement were terminated at such time.

            "Missouri Partnership" means Missouri Logos, a Missouri general
partnership, in which MIL is a general partner.

            "MIL" means Missouri Logos, LLC, a Wholly Owned Subsidiary of
Interstate Logos, L.L.C., a Wholly Owned Subsidiary of the Company.

            "Mirror Loan Indebtedness" means unsecured Indebtedness of the
Company (in respect of which none of its Subsidiaries is directly or indirectly
obligated) payable to Holdings that is subordinated to all obligations of the
Company (including obligations payable by the Company hereunder), has an
interest rate equal to 2.875%, has a maturity date no earlier than (and no
scheduled payments of principal earlier than) December 31, 2010 (or, to the
extent that the full amount of such Indebtedness may not be paid on such date as
a Restricted Payment under Section 7.06, such later date upon which such
Restricted Payment may be made under said Section), and is subject to other
terms and conditions satisfactory to the Administrative Agent.

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Available Proceeds" means:

            (i)   in the case of any Disposition, the amount of Net Cash
      Payments received in connection with such Disposition; and

            (ii) in the case of any Casualty Event, the aggregate amount of
      proceeds of insurance, condemnation awards and other compensation received
      by the Company and its Restricted Subsidiaries in respect of such Casualty
      Event net of (A) reasonable expenses incurred by the Company and its
      Restricted Subsidiaries in connection


                                Credit Agreement
<PAGE>
                                      -19-


      therewith and (B) contractually required repayments of Indebtedness to the
      extent secured by a Lien on such property and any income and transfer
      taxes payable by the Company or any of its Restricted Subsidiaries in
      respect of such Casualty Event.

            "Net Cash Payments" means, with respect to any Disposition, the
aggregate amount of all cash payments received by the Company and its Restricted
Subsidiaries directly or indirectly in connection with such Disposition, whether
at the time of such Disposition or after such Disposition under deferred payment
arrangements or Investments entered into or received in connection with such
Disposition (including, without limitation, Disposition Investments); provided
that

            (a) Net Cash Payments shall be net of (i) the amount of any legal,
      title, transfer and recording tax expenses, commissions and other fees and
      expenses payable by the Company and its Restricted Subsidiaries in
      connection with such Disposition and (ii) any Federal, state and local
      income or other taxes estimated to be payable by the Company and its
      Restricted Subsidiaries as a result of such Disposition, but only to the
      extent that such estimated taxes are in fact paid to the relevant Federal,
      state or local governmental authority within twelve months of the date of
      such Disposition; and

            (b) Net Cash Payments shall be net of any repayments by the Company
      or any of its Restricted Subsidiaries of Indebtedness to the extent that
      (i) such Indebtedness is secured by a Lien on the Property that is the
      subject of such Disposition and (ii) the transferee of (or holder of a
      Lien on) such Property requires that such Indebtedness be repaid as a
      condition to the purchase of such Property.

            "New Senior Notes" means the notes issued after the date hereof in
accordance with the requirements of Section 7.01(c).

            "New Senior Notes Indentures" means the indentures pursuant to which
New Senior Notes are issued.

            "New Senior Subordinated Notes" means the notes issued after the
date hereof in accordance with the requirements of Section 7.01(b).

            "New Senior Subordinated Notes Indentures" means the indentures
pursuant to which New Senior Subordinated Notes are issued.

            "Non-Guarantor Restricted Foreign Subsidiary" has the meaning
assigned to such term in Section 6.10(c).


                                Credit Agreement
<PAGE>
                                      -20-


            "Obligors" means, collectively, the Borrowers and the Subsidiary
Guarantors.

            "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment or prepayment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement and the other Loan Documents, provided that there shall be excluded
from "Other Taxes" all Excluded Taxes.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof;

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from Standard and Poor's Ratings
      Service or from Moody's Investors Service, Inc.;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any domestic office of any commercial bank
      organized under the laws of the United States of America or any State
      thereof which has a combined capital and surplus and undivided profits of
      not less than $250,000,000;

            (d) fully collateralized repurchase agreements with a term of not
      more than 180 days for securities described in clause (a) above and
      entered into with a financial institution satisfying the criteria
      described in clause (c) above;

            (e) money market funds at least 95% of the assets of which
      constitute Permitted Investments of the kinds described in clauses (a)
      through (d) of this definition; and


                                Credit Agreement
<PAGE>
                                      -21-


            (f) with respect to Foreign Subsidiaries, obligations guaranteed by
      the jurisdiction in which the Foreign Subsidiary is organized and is
      conducting business maturing within one year from the date of acquisition
      thereof in an aggregate principal amount up to but not exceeding
      $25,000,000 at any one time outstanding as to all Foreign Subsidiaries.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Pledge Agreement" means a Pledge Agreement substantially in the
form of Exhibit D-1 between the Obligors and the Administrative Agent.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMCB, as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

            "Principal Payment Dates" means the Quarterly Dates falling on or
nearest to March 31, June 30, September 30 and December 31 of each year,
commencing with December 31, 2007 through and including September 30, 2012 (or,
in each case, if such day is not a Business Day, the next preceding Business
Day).

            "Property" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

            "Qualified Holdings Obligations" means, collectively, obligations of
the following categories incurred from time to time by Holdings on behalf of the
Company and its Subsidiaries: (i) directors' fees, and fees, costs and expenses
in respect of professional and related services which may be rendered to the
Company and its Subsidiaries from time to time, including the fees and expenses
of accountants, lawyers, investment bankers and other consultants retained in
connection with matters affecting the Company and its Subsidiaries collectively,
(ii) premiums, fees and expenses in connection with insurance policies and
employee benefit programs (including workmen's compensation) maintained on
behalf of the


                                Credit Agreement
<PAGE>
                                      -22-


Company or any of its Subsidiaries, (iii) fees, costs and expenses incurred in
connection with acquisitions and financings, including banking and underwriting
fees (including underwriters discounts), (iv) fees, costs and expenses in
connection with the purchase by the Company and its Subsidiaries of data
communications services and (v) any other fees, costs and expenses incurred by
Holdings on behalf of the Company and its Restricted Subsidiaries that would, if
paid by the Company and its Restricted Subsidiaries, be treated as an operating
expense.

            "Qualified Reilly Partnership" means any general or limited
partnership, all of the partnership interests of which are owned by (a) Kevin P.
Reilly, Sr., (b) his wife, (c) his children, (d) his children's spouses, (e) his
grandchildren, or (f) trusts of which he, his wife, his children, his children's
spouses and his grandchildren are the sole beneficiaries and for which one or
more of such individuals are the sole trustee(s).

            "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date of this Agreement.

            "Refunding Indebtedness" means (a) any Indebtedness incurred under
Section 7.01(b) or 7.01(c) that is applied to the extension, renewal, refunding
or replacement of other Indebtedness permitted under this Agreement and (b)
Indebtedness of the Company and its Restricted Subsidiaries permitted under
Section 7.01(e).

            "Register" has the meaning assigned to such term in Section 10.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

            "Required Lenders" means, at any time, Lenders having Loans, LC
Exposure and unused Commitments representing at least a majority of the sum of
the total Loans, LC Exposure and unused Commitments at such time. References
herein to the "Required Revolving Credit Lenders", "Required Term Loan Lenders"
and "Required Incremental Loan Lenders" of any Series, shall refer to the
Lenders of such Class holding at least a majority of the sum of the total Loans,
LC Exposure (if applicable) and unused Commitments of such Class at such time.

            "Restricted Indebtedness" has the meaning assigned to such term in
Section 7.11.

            "Restricted Payment" means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the


                                Credit Agreement
<PAGE>
                                      -23-


Company, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
shares of capital stock of the Company (and including also any payments to any
Person, such as "phantom stock" payments, where the amount thereof is calculated
with reference to the fair market or equity value of the Company or any of its
Subsidiaries), but excluding dividends payable solely in shares of common stock
of the Company and (b) any payment of principal of or interest on or any other
amounts owing in respect of the Mirror Loan Indebtedness, provided that,
notwithstanding the foregoing, (i) any conversion of the Mirror Loan
Indebtedness into common stock of the Company shall not be deemed to be a
Restricted Payment and (ii) any payment of the principal of the Mirror Loan
Indebtedness from the proceeds of a simultaneous cash investment by Holdings in
the common stock of the Company in an aggregate amount equal to the principal
being so repaid shall not be deemed to be a Restricted Payment.

            "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

            "Revolving Credit Availability Period" means the period from and
including the Effective Date to but excluding the earlier of (a) the Revolving
Credit Termination Date and (b) the date of termination of the Revolving Credit
Commitments.

            "Revolving Credit Commitment" means, with respect to each Lender,
the commitment of such Lender to make Revolving Credit Loans and to acquire
participations in Letters of Credit hereunder, as such commitment may be (a)
reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The initial amount of each Lender's Revolving Credit
Commitment is set forth opposite the name of such Lender on its Lender Addendum
under the caption "Revolving Credit Commitment", or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Revolving Credit
Commitment, as applicable. The aggregate original amount of the Revolving Credit
Commitments is $400,000,000.

            "Revolving Credit Exposure" means, with respect to any Revolving
Credit Lender at any time, the sum of the outstanding principal amount of such
Lender's Revolving Credit Loans and its LC Exposure at such time.

            "Revolving Credit Lender" means (a) initially, a Lender that has a
"Revolving Credit Commitment" set forth opposite the name of such Lender on its
Lender Addendum and


                                Credit Agreement
<PAGE>
                                      -24-


(b) thereafter, the Lenders from time to time holding Revolving Credit Loans and
Revolving Credit Commitments, after giving effect to any assignments thereof
permitted by Section 10.04.

            "Revolving Credit Loan" means a Loan made pursuant to Section
2.01(a) that utilizes the Revolving Credit Commitment.

            "Revolving Credit Termination Date" means the Quarterly Date falling
on or nearest to September 30, 2012.

            "Sarbanes-Oxley Act" has the meaning assigned to such term in
Section 6.01(a).

            "Security Documents" means the Pledge Agreement, the Holdings
Guaranty and Pledge Agreement and all Uniform Commercial Code financing
statements required by the Pledge Agreement and the Holdings Guaranty and Pledge
Agreement to be filed with respect to the security interests created pursuant
thereto.

            "Senior Debt Ratio" means, as at any date, the ratio of (a) all
Indebtedness (other than Subordinated Indebtedness or Mirror Loan Indebtedness)
of the Company and its Restricted Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP) on such date to (b) EBITDA
for the period of four consecutive quarters ending on or most recently ended
prior to such date.

            "Senior Notes" means the 2.875% Convertible Notes due 2010 issued by
Holdings pursuant to a First Supplemental Indenture dated as of June 16, 2003
between Holdings and Wachovia Bank of Delaware, National Association, as
Trustee, in an original aggregate maximum face amount equal to $287,500,000.

            "Senior Subordinated Notes" means, collectively, (a) the 7-1/4%
Senior Subordinated Notes due 2013 of the Company in the original principal
amount of $385,000,000 and (b) the 6-5/8% Senior Subordinated Notes due 2015 of
the Company in the original principal amount of $400,000,000.

            "Senior Subordinated Notes Indentures" means the indentures pursuant
to which the Senior Subordinated Notes have been issued.

            "Series" has the meaning assigned to such term in Section 2.01(c).

            "Significant Subsidiary Guarantor" means, as at any date, any
Subsidiary Guarantor having assets with a fair market value of $60,000,000 or
more.


                                Credit Agreement
<PAGE>
                                      -25-


            "Special Acquisition Subsidiary" means any entity formed by Holdings
that is a Wholly Owned Subsidiary of Holdings but not a Subsidiary of the
Company, and that is formed for the sole purpose of effecting a tax free
acquisition of another corporation (the "Target") under Section 368(a)(1)(A) and
368(a)(2)(E) of the Code, in which Holdings invests not more than $1,000 in cash
at any one time and which Wholly Owned Subsidiary is contributed to the Company
or to a Restricted Subsidiary (and, thereby becomes a Wholly Owned Subsidiary of
the Company or such Restricted Subsidiary) within five Business Days after the
consummation of the merger or other transaction resulting in the acquisition of
the Target.

            "Special Counsel" means Milbank, Tweed, Hadley & McCloy LLP, in its
capacity as special counsel to JPMorgan Chase Bank, N.A., as Administrative
Agent of the credit facilities contemplated hereby.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

            "Subordinated Indebtedness" means, collectively, (i) Indebtedness in
respect of the Senior Subordinated Notes and the New Senior Subordinated Notes
(and, as contemplated in Section 7.01(e), any Indebtedness that extends, renews,
refunds or replaces any Senior Subordinated Notes) and (ii) the 8% unsecured
Subordinated Notes of the Company due 2006 (of which an amount not in excess of
$2,300,000 is outstanding on the date hereof).

            "Subsidiary" means, with respect to any Person (the "parent") at any
date, (a) any corporation, limited liability company, association or other
entity (other than a partnership) the accounts of which would be consolidated
with those of the parent in the parent's consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, limited liability company, association or
other entity (other than a partnership) of which securities or other ownership
interests representing more than 50% of the ordinary voting power as of such
date, are owned, controlled or held or (b) any partnership the accounts of which
would be consolidated with those of the parent in the parent's


                                Credit Agreement
<PAGE>
                                      -26-


consolidated financial statements if such financial statements were prepared in
accordance with GAAP as of such date, as well as any other partnership (i) the
sole general partner or the managing general partner of which is such Person or
a Subsidiary of such Person or (ii) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof).
References herein to "Subsidiaries" shall, unless the context requires
otherwise, be deemed to be references to Subsidiaries of the Company.

            "Subsidiary Borrower" has the meaning assigned to such term in
Section 5.02(b).

            "Subsidiary Borrower Designation Letter" means a Subsidiary Borrower
Designation Letter substantially in the form of Exhibit G between the Company,
the Subsidiary Borrower and the Administrative Agent.

            "Subsidiary Guarantors" means the Persons listed under the caption
"SUBSIDIARY GUARANTORS" on the signature pages hereto or which become a party
hereto as a "Subsidiary Guarantor" hereunder pursuant to any Joinder Agreement.

            "Surety Bonds" means surety or other similar bonds required to be
posted by the Company and its Restricted Subsidiaries in the ordinary course of
their respective businesses or posted on behalf of Affiliates in the ordinary
course of their respective businesses.

            "Swap Agreement" means any agreement with respect to any swap,
forward, future, cap, collar or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions, provided that
no "phantom stock" or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Company or the Subsidiaries, or any Equity Hedging
Arrangement, shall be deemed to be a Swap Agreement.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Term Loan" means a Loan made pursuant to Section 2.01(b) that
utilizes the Term Loan Commitment.

            "Term Loan Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Term Loans on the Effective Date,
expressed as an amount representing the maximum aggregate principal amount of
the Term Loans to be made by such


                                Credit Agreement
<PAGE>
                                      -27-


Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Sections 2.07 and 2.09 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each Lender's Term Loan Commitment is set forth opposite the
name of such Lender on its Lender Addendum under the caption "Term Loan
Commitment", or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Term Loan Commitment, as applicable. The aggregate
original amount of the Term Loan Commitments is $400,000,000.

            "Term Loan Lender" means (a) initially, a Lender that has a "Term
Loan Commitment" set forth opposite the name of such Lender on its Lender
Addendum and (b) thereafter, the Lenders from time to time holding Term Loans
and Term Loan Commitments, after giving effect to any assignments thereof
permitted by Section 10.04.

            "Term Loan Maturity Date" means the Quarterly Date falling on or
nearest to September 30, 2012.

            "Test Date" has the meaning assigned to such term in Section
2.07(a).

            "Total Debt Ratio" means as at any date, the ratio of (a) all
Indebtedness (other than Mirror Loan Indebtedness) of the Company and its
Restricted Subsidiaries (determined on a consolidated basis without duplication
in accordance with GAAP) on such date to (b) EBITDA for the period of four
consecutive fiscal quarters ending on or most recently ended prior to such date.

            "Transactions" means (a) with respect to either Borrower, the
execution, delivery and performance by such Borrower of the Loan Documents to
which it is a party, the borrowing of Loans and the use of the proceeds thereof,
and the issuance of Letters of Credit hereunder and (b) with respect to any
Credit Party (other than the Borrowers), the execution, delivery and performance
by such Credit Party of the Loan Documents to which it is a party.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Adjusted
Base Rate.

            "Unrestricted Subsidiaries" means any Subsidiary of the Company that
(a) shall have been designated as an "Unrestricted Subsidiary" in accordance
with the provisions of Section 1.05 and (b) any Subsidiary of an Unrestricted
Subsidiary; notwithstanding the foregoing, so long as the Subsidiary Borrower is
designated as a Borrower in accordance with


                                Credit Agreement
<PAGE>
                                      -28-


Section 5.02(b) and remains a Borrower under this Agreement, it shall not be an
Unrestricted Subsidiary.

            "U.S. dollars" or "$" refers to lawful money of the United States
of America.

            "Wholly Owned Subsidiary" means, with respect to any Person at any
date, any corporation, limited liability company, partnership, association or
other entity of which securities or other ownership interests representing 100%
of the equity or ordinary voting power (other than directors' qualifying shares)
or, in the case of a partnership, 100% of the general partnership interests are,
as of such date, directly or indirectly owned, controlled or held by such Person
or one or more Wholly Owned Subsidiaries of such Person or by such Person and
one or more Wholly Owned Subsidiaries of such Person. The term "Wholly Owned
Restricted Subsidiary" shall refer to any Restricted Subsidiary that is also a
Wholly Owned Subsidiary.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Credit Loan", "Term Loan" or "Incremental Loan") or by Type (e.g., a
"Base Rate Loan", or a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Credit Loan" or a "Base Rate Revolving Credit Loan"); each
Series of Incremental Loans shall be deemed a separate Class of Loans hereunder.
In similar fashion, (i) Borrowings may be classified and referred to by Class,
by Type and by Class and Type, and (ii) Commitments may be classified and
referred to by Class; each Series of Incremental Loan Borrowings and Incremental
Loan Commitments shall be deemed a separate Borrowing and Commitment hereunder.

            SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder",


                                Credit Agreement
<PAGE>
                                      -29-


and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, and Exhibits and Schedules to, this Agreement and
(e) the words "asset" and "property" shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

            SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

            SECTION 1.05. Subsidiaries; Designation of Unrestricted
Subsidiaries. The Company may at any time designate any of its Subsidiaries
(including any newly acquired or newly formed Subsidiary or any Foreign
Subsidiary) to be an "Unrestricted Subsidiary" for purposes of this Agreement,
by delivering to the Administrative Agent a certificate of a Financial Officer
(and the Administrative Agent shall promptly forward a copy of such certificate
to each Lender) attaching a copy of a resolution of its Board of Directors (or
authorized subcommittee thereof) setting forth such designation and stating that
the conditions set forth in this Section 1.05 have been satisfied with respect
to such designation, provided that no such designation shall be effective unless
(x) at the time of such designation and after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing and (y) at the time of
such designation and at all times thereafter:

            (a) except as permitted under Section 7.03, no portion of the
      Indebtedness or any other obligation (contingent or otherwise) of such
      Unrestricted Subsidiary other than obligations in respect of performance
      and surety bonds and in respect of reimbursement obligations for undrawn
      letters of credit supporting insurance arrangements and performance and
      surety bonds, each incurred in the ordinary course of business and not as
      part of a financing transaction (collectively, "Permitted Unrestricted
      Subsidiary Obligations")) (A) is guaranteed by either Borrower or any
      Restricted Subsidiary or


                                Credit Agreement
<PAGE>
                                      -30-


      (B) is recourse to or obligates either Borrower or any Restricted
      Subsidiary of the Company, directly or indirectly, contingently or
      otherwise, to satisfaction thereof,

            (b) such Unrestricted Subsidiary has no Indebtedness or any other
      obligation (other than Permitted Unrestricted Subsidiary Obligations)
      that, if in default in any respect (including a payment default), would
      permit (upon notice, lapse of time or both) any holder of any other
      Indebtedness of the Company or its Restricted Subsidiaries to declare a
      default on such other Indebtedness or cause the payment thereof to be
      accelerated or payable prior to its stated maturity and

            (c) such Subsidiary is an "Unrestricted Subsidiary" (or will become
      an Unrestricted Subsidiary not later than its designation as an
      Unrestricted Subsidiary hereunder) under the Senior Subordinated Notes
      Indentures, New Senior Subordinated Notes Indentures and New Senior Notes
      Indentures, it being understood that to accomplish the foregoing, the
      Company may condition such designation hereunder upon the effectiveness of
      the designation of such Subsidiary as an Unrestricted Subsidiary under
      such Indentures.

Notwithstanding the foregoing clause (a), the Company shall be entitled to
designate any Subsidiary as an Unrestricted Subsidiary hereunder even though
such Subsidiary shall, at the time of such designation, be obligated with
respect to Guarantees under any Senior Subordinated Notes Indenture, any New
Senior Subordinated Notes Indenture or any New Senior Note Indenture, provided
that at the time of such designation, (i) the Company is taking such action as
is necessary to cause such Subsidiary to be released from such Guarantees and
(ii) such designation shall not become effective until such time as such release
shall be obtained.

            Any designation of a Subsidiary as an Unrestricted Subsidiary shall
be deemed an Investment in an amount equal to the fair market value of such
Subsidiary (as determined in good faith by the Board of Directors of the
Company) and any such designation shall be permitted only if it complies with
the provisions of Section 7.05. Any designation of an Unrestricted Subsidiary as
a Restricted Subsidiary shall be deemed an Acquisition of such Unrestricted
Subsidiary and shall be permitted only to the extent permitted as an Acquisition
under Section 7.04(e). The Company shall give the Administrative Agent and each
Lender prompt notice of each resolution adopted by the Board of Directors (or
authorized subcommittee thereof) of the Company under this Section 1.05
designating any Subsidiary as an Unrestricted Subsidiary (and notice of each
designation of an Unrestricted Subsidiary as a Restricted Subsidiary), together
with a copy of each such resolution adopted.


                                Credit Agreement
<PAGE>
                                      -31-


                                   ARTICLE II

                                   THE CREDITS

            SECTION 2.01.  Commitments.

            (a) Revolving Credit Loans. Subject to the terms and conditions set
forth herein, each Revolving Credit Lender agrees to make Revolving Credit Loans
to the Company from time to time during the Revolving Credit Availability Period
in an aggregate principal amount that will not result in such Lender's Revolving
Credit Exposure exceeding such Lender's Revolving Credit Commitment, provided
that the total Revolving Credit Exposure shall not at any time exceed the total
Revolving Credit Commitments. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Company may borrow, prepay and
reborrow Revolving Credit Loans.

            (b) Term Loans. Subject to the terms and conditions set forth
herein, each Term Loan Lender agrees to make Term Loans to the Company on the
Effective Date in an aggregate principal amount up to but not exceeding its Term
Loan Commitment. Term Loans that are paid or prepaid may not be reborrowed.

            (c) Incremental Loans. In addition to Borrowings of Revolving Credit
Loans and Term Loans pursuant to paragraphs (a) and (b) above, at any time and
from time to time, the Company (and a Subsidiary designated by the Company in
accordance with the requirements of Section 5.02(b)) may request that the
Lenders (or other financial institutions agreed to by the Company and the
Administrative Agent) offer to enter into commitments to make additional term
loans (each such loan being herein called an "Incremental Loan") under this
paragraph (c) to the Company (or, as applicable, the Subsidiary Borrower). In
the event that one or more of the Lenders (or such other financial institutions)
offer, in their sole discretion, to enter into such commitments, and such
Lenders (or financial institutions) and the Company agree as to the amount of
such commitments that shall be allocated to the respective Lenders (or financial
institutions) making such offers and the fees (if any) to be payable by the
Company in connection therewith, such Lenders (or financial institutions) shall
become obligated to make Incremental Loans under this Agreement in an amount
equal to the amount of their respective Incremental Loan Commitments (and such
financial institutions shall become "Incremental Loan Lenders" hereunder). The
Incremental Loans to be made pursuant to any such agreement between the Company
(or, as applicable, the Subsidiary Borrower) and one or more Lenders (including
any such new Lenders) in response to any such request by the Company shall be
deemed to be a separate "Series" of Incremental Loans for all purposes of this
Agreement.


                                Credit Agreement
<PAGE>
                                      -32-


            Anything herein to the contrary notwithstanding, (i) the minimum
aggregate principal amount of Incremental Loan Commitments entered into pursuant
to any such request (and, accordingly, the minimum aggregate principal amount of
any Series of Incremental Loans) shall be $50,000,000 (except that in the case
of Incremental Loan Commitments made available to the Subsidiary Borrower, such
minimum aggregate principal amount shall be $30,000,000), (ii) the aggregate
principal amount of all Incremental Loan Commitments and all outstanding Series
of Incremental Loans shall not exceed $500,000,000 and (iii) the aggregate
principal amount of all Incremental Loan Commitments and all outstanding Series
of Incremental Loans to the Subsidiary Borrower shall not exceed $50,000,000.
Except as otherwise expressly provided herein, the Incremental Loans of any
Series shall have the interest rate, amortization schedule and maturity date as
shall be agreed upon by the Lenders in respect thereof and the Company (or, in
the case of Incremental Loans to the Subsidiary Borrower, the Subsidiary
Borrower).

            Following the acceptance by the Company of the offers made by any
one or more Lenders to make any Series of Incremental Loans pursuant to the
foregoing provisions of this paragraph (c), each Incremental Loan Lender in
respect of such Series of Incremental Loans severally agrees, on the terms and
conditions of this Agreement, to make such Incremental Loans to the Company or
the Subsidiary Borrower, as applicable, during the period from and including the
date of such acceptance to and including the commitment termination date
specified in the agreement entered into with respect to such Series in an
aggregate principal amount up to but not exceeding the amount of the Incremental
Loan Commitment of such Incremental Loan Lender in respect of such Series as in
effect from time to time. Thereafter, subject to the terms and conditions of
this Agreement, the Company or the Subsidiary Borrower, as applicable, may
convert Incremental Loans of such Series of one Type into Incremental Loans of
such Series of another Type (as provided in Section 2.06) or continue
Incremental Loans of such Series of one Type as Incremental Loans of such Series
of the same Type (as provided in Section 2.06). Incremental Loans of any Series
that are prepaid may not be reborrowed as Incremental Loans of the same Series.

            Proceeds of Incremental Loans shall be available for any use
permitted under the applicable provisions of Section 6.09.

            SECTION 2.02.  Loans and Borrowings.

            (a) Obligations Several. Each Loan of a particular Class (and, in
the case of Incremental Loans, of a particular Series) shall be made as part of
a Borrowing consisting of Loans of such Class (and, if applicable, of such
Series) made by the Lenders ratably in accordance with their respective
Commitments of such Class (and, if applicable, of such Series). The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other


                                Credit Agreement
<PAGE>
                                      -33-


Lender of its obligations hereunder; provided that the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lender's
failure to make Loans as required.

            (b) Type of Loans. Subject to Section 2.12, each Borrowing shall be
comprised entirely of Base Rate Loans or Eurodollar Loans as the relevant
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of such Borrower to repay such Loan in accordance with
the terms of this Agreement.

            (c) Minimum Amounts. At the commencement of each Interest Period for
a Eurodollar Borrowing, such Borrowing shall be in an aggregate amount at least
equal to $2,000,000 or any greater multiple of $1,000,000. At the time that each
Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount that
is at least equal to $500,000 or any greater multiple of $500,000; provided that
(i) a Base Rate Borrowing of Loans of any Class may be in an aggregate amount
that is equal to the entire unused balance of the total Commitments of such
Class (or, in the case of an Incremental Loan Commitment of any Series, in an
aggregate amount that is equal to the entire unused balance of the total
Commitments of such Series) and (ii) a Revolving Credit Base Rate Borrowing may
be in an amount that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.04(e). Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of ten Eurodollar Borrowings outstanding.

            SECTION 2.03. Requests for Borrowings. To request a Borrowing, the
relevant Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of a Base Rate Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of a Revolving Credit Base Rate
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request in a form approved by
the Administrative Agent and signed by the Company. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:


                                Credit Agreement
<PAGE>
                                      -34-


            (i) whether the requested Borrowing is to be a Revolving Credit
      Borrowing, a Term Loan Borrowing or an Incremental Loan Borrowing
      (including, if applicable, the respective Series of Incremental Loans to
      which such Borrowing relates);

            (ii) the aggregate amount of such Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) whether such Borrowing is to be a Base Rate Borrowing or a
      Eurodollar Borrowing;

            (v) in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period"; and

            (vi) the identity of the Borrower, if an Incremental Loan Borrowing,
      and the location and number of the Borrower's account to which funds are
      to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified
with respect to any requested Eurodollar Borrowing, then the relevant Borrower
shall be deemed to have selected an Interest Period of one month's duration.
Promptly following receipt of a Borrowing Request in accordance with this
Section 2.03, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

            Anything herein to the contrary notwithstanding, the initial
Borrowing hereunder shall be a Base Rate Borrowing.

            SECTION 2.04.  Letters of Credit.

            (a) General. Subject to the terms and conditions set forth herein,
in addition to the Revolving Credit Loans provided for in Section 2.01(a), the
Company may request the issuance of Letters of Credit for its own account by an
Issuing Lender, in a form reasonably acceptable to such Issuing Lender, at any
time and from time to time during the Revolving Credit Availability Period.
Letters of Credit issued hereunder shall constitute utilization of the Revolving
Credit Commitments. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the Company to, or entered
into by the Company


                                Credit Agreement
<PAGE>
                                      -35-


with, an Issuing Lender relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Company shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the respective Issuing Lender) to an Issuing
Lender selected by it and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, the date of issuance, amendment, renewal or
extension, the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section 2.04), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the respective Issuing Lender, the Company also shall
submit a letter of credit application on such Issuing Lender's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure of the Issuing Lenders
(determined for these purposes without giving effect to the participations
therein of the Revolving Credit Lenders pursuant to paragraph (d) of this
Section 2.04) shall not exceed $50,000,000 and (ii) the total Revolving Credit
Exposure shall not exceed the total Revolving Credit Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire (without
giving effect to any extension thereof by reason of an interruption of business)
at or prior to the close of business on the earlier of (i) the date two years
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, two years after such renewal or extension) and
(ii) the date that is five Business Days prior to the Revolving Credit
Termination Date, provided that any such Letter of Credit may provide for
automatic extensions thereof to a date not later than one year beyond the
current expiration date, so long as such extended expiration date is not later
than the date five Business Days prior to the Revolving Credit Termination Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) by any Issuing
Lender, and without any further action on the part of such Issuing Lender, such
Issuing Lender hereby grants to each Revolving Credit Lender, and each Revolving
Lender hereby acquires from such Issuing Lender, a participation in such Letter
of Credit equal to such Revolving Credit Lender's Applicable


                                Credit Agreement
<PAGE>
                                      -36-


Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Revolving
Credit Lender hereby agrees to pay to the Administrative Agent, for the account
of the respective Issuing Lender, such Revolving Credit Lender's Applicable
Percentage of each LC Disbursement made by such Issuing Lender and not
reimbursed. Each Revolving Lender acknowledges and agrees that its obligation to
make such payments pursuant to this paragraph (d) is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

            (e) Reimbursement. If an Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Company shall reimburse such
Issuing Lender in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on (i) the Business Day that the Company
receives notice of such LC Disbursement, if such notice is received prior to
10:00 a.m., New York City time, or (ii) the Business Day immediately following
the day that the Company receives such notice, if such notice is not received
prior to such time, provided that, if such LC Disbursement is not less than
$500,000, the Company may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 that such payment be financed
with a Revolving Credit Base Rate Borrowing in an equivalent amount and, to the
extent so financed, the Company's obligation to make such payment shall be
discharged and replaced by the resulting Revolving Credit Base Rate Borrowing.

            If the Company fails to make such payment when due, the
Administrative Agent shall notify each Revolving Credit Lender of the applicable
LC Disbursement, the payment then due from the Company in respect thereof and
such Revolving Credit Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Credit Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the
Company, in the same manner as provided in Section 2.05 with respect to
Revolving Credit Loans made by such Lender (and Section 2.05 shall apply,
mutatis mutandis, to the payment obligations of the Revolving Credit Lenders),
and the Administrative Agent shall promptly pay to the respective Issuing Lender
the amounts so received by it from the Revolving Credit Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Company
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the respective Issuing Lender or, to the extent that the Revolving
Credit Lenders have made payments pursuant to this paragraph to reimburse such
Issuing Lender, then to such Lenders and such Issuing Lender as their interests
may appear. Any payment made by a Revolving Credit


                                Credit Agreement
<PAGE>
                                      -37-


Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC
Disbursement shall not constitute a Loan and shall not relieve the Company of
its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Company's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section 2.04 shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) payment by the respective Issuing Lender under a Letter of
Credit against presentation of a draft or other document that does not comply
strictly with the terms of such Letter of Credit and (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 2.04, constitute a legal or
equitable discharge of the Company's obligations hereunder.

            Neither the Administrative Agent, the Lenders nor any Issuing
Lender, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit by the respective Issuing Lender or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the
respective Issuing Lender; provided that the foregoing shall not be construed to
excuse an Issuing Lender from liability to the Company to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Company to the extent permitted by applicable law)
suffered by the Company that are caused by such Issuing Lender's gross
negligence or willful misconduct when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The
parties hereto expressly agree that:

            (i) an Issuing Lender may accept documents that appear on their face
      to be in substantial compliance with the terms of a Letter of Credit
      without responsibility for further investigation, regardless of any notice
      or information to the contrary, and may make payment upon presentation of
      documents that appear on their face to be in substantial compliance with
      the terms of such Letter of Credit;


                                Credit Agreement
<PAGE>
                                      -38-


            (ii) an Issuing Lender shall have the right, in its sole discretion,
      to decline to accept such documents and to make such payment if such
      documents are not in strict compliance with the terms of such Letter of
      Credit; and

            (iii) this sentence shall establish the standard of care to be
      exercised by an Issuing Lender when determining whether drafts and other
      documents presented under a Letter of Credit comply with the terms thereof
      (and the parties hereto hereby waive, to the extent permitted by
      applicable law, any standard of care inconsistent with the foregoing).

            (g) Disbursement Procedures. The Issuing Lender for any Letter of
Credit shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under any Letter of Credit. Such
Issuing Lender shall promptly notify the Administrative Agent and the Company by
telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Lender has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Company of its obligation to reimburse such Issuing Lender and the Revolving
Credit Lenders with respect to any such LC Disbursement.

            (h) Interim Interest. If the Issuing Lender for any Letter of Credit
shall make any LC Disbursement, then, unless the Company shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Company reimburses such
LC Disbursement, at the rate per annum then applicable to Revolving Credit Base
Rate Loans; provided that, if the Company fails to reimburse such LC
Disbursement when due pursuant to paragraph (e) of this Section 2.04, then
Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall
be for the account of such Issuing Lender, except that interest accrued on and
after the date of payment by any Revolving Credit Lender pursuant to paragraph
(e) of this Section 2.04 to reimburse such Issuing Lender shall be for the
account of such Lender to the extent of such payment.

            (i) Cash Collateralization. If either (i) an Event of Default shall
occur and be continuing and the Company receives notice from the Administrative
Agent or the Required Revolving Credit Lenders demanding the deposit of cash
collateral pursuant to this paragraph, or (ii) the Company shall be required to
provide cover for LC Exposure pursuant to Section 2.08 or 2.09(b), the Company
shall immediately deposit into the Collateral Account under and as defined in
the Pledge Agreement an amount in cash equal to, in the case of an Event of
Default, the LC Exposure as of such date plus any accrued and unpaid interest
thereon and, in the case of cover pursuant to Section 2.08 or 2.09(b), the
amount required under Section 2.08 or 2.09(b), as the


                                Credit Agreement
<PAGE>
                                      -39-


case may be; provided that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to any Credit Party described in clause (g) or (h)
of Article VIII. Such deposit shall be held by the Administrative Agent as
collateral in the first instance for the LC Exposure under this Agreement and
thereafter for the payment of any other obligations of the Obligors hereunder.

            (j) Existing Letters of Credit. To the extent that, on the Effective
Date there are any outstanding letters of credit under the Existing Credit
Agreement issued by JPMCB (as the "Issuing Lender" thereunder) for the account
of the Company then, on the Effective Date, each of such letters of credit is
hereby designated a "Letter of Credit" (with JPMCB as the Issuing Lender) under
and for all purposes of this Agreement. In that connection, the Company hereby
represents and warrants to each Issuing Lender, each Revolving Credit Lender and
the Administrative Agent that each such letter of credit satisfies the
requirements of this Section 2.04 (including paragraph (c) above).

            SECTION 2.05.  Funding of Borrowings.

            (a) Manner of Funding. Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
relevant Borrower by promptly crediting the amounts so received, in like funds,
to an account of such Borrower maintained with the Administrative Agent in New
York City and designated by such Borrower in the applicable Borrowing Request;
provided that Revolving Credit Base Rate Loans made to finance the reimbursement
of an LC Disbursement under any Letter of Credit as provided in Section 2.04(e)
shall be remitted by the Administrative Agent to the respective Issuing Lender.

            (b) Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section 2.05 and may, in reliance upon such assumption and
in its sole discretion, make available to the relevant Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the relevant Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such


                                Credit Agreement
<PAGE>
                                      -40-


amount is made available to the relevant Borrower to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate. If
such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

            SECTION 2.06.  Interest Elections.

            (a) Elections by the Borrowers. Each Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the relevant Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section 2.06. The relevant Borrower may elect different options for
continuations and conversions with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

            (b) Notification of Elections. To make an election pursuant to this
Section 2.06, a Borrower shall notify the Administrative Agent of such election
by telephone by the time that a Borrowing Request would be required under
Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the relevant Borrower.

            (c) Content of Notifications. Each telephonic and written Interest
Election Request shall specify the following information in compliance with
Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      (including, if applicable, the respective Series of Incremental Loans to
      which such Interest Election Request relates) and, if different options
      for continuations or conversions are being elected with respect to
      different portions thereof, the portions thereof to be allocated to each
      resulting Borrowing (in which case the information to be specified
      pursuant to clauses (iii) and (iv) below shall be specified for each
      resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;


                                Credit Agreement
<PAGE>
                                      -41-


            (iii) whether the resulting Borrowing is to be a Base Rate
      Borrowing or a Eurodollar Borrowing; and

            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.

            (d) Notification by Administrative Agent to Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each affected Lender of the details thereof and of such Lender's
portion of each resulting Borrowing.

            (e) Conversions into Base Rate Borrowings. If a Borrower fails to
deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to a Base Rate Borrowing.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Company, then, so long as an Event of Default
is continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to a Base Rate Borrowing at the end of the Interest Period applicable
thereto.

            SECTION 2.07.  Termination and Reduction of Commitments.

            (a) Mandatory Termination of Commitment. Unless previously
terminated, (i) the Revolving Credit Commitment shall terminate at the close of
business on the Revolving Credit Termination Date, (ii) the Term Loan Commitment
shall terminate on the close of business on the Effective Date, and (iii) the
Incremental Loan Commitments with respect to each Series of Incremental Loans
shall terminate on the close of business on the commitment termination date
specified in the agreement entered into with respect to such Series.

            In addition to the foregoing, if on any date (the "Test Date"), the
maturity date for any then-outstanding Senior Subordinated Notes, New Senior
Subordinated Notes or New Senior Notes, or of any other convertible notes or
notes offered and sold publicly or under Rule 144A shall fall within six months
after the Test Date then the Revolving Credit Commitments shall


                                Credit Agreement
<PAGE>
                                      -42-


automatically terminate on such date, provided that the foregoing shall not
apply if the Required Revolving Credit Lenders shall elect otherwise at any time
prior to the Test Date.

            (b) Voluntary Terminations and Reductions of Commitments. The
Company may at any time terminate, or from time to time reduce, the Commitments
of any Class (including the Commitments of any Series of Incremental Loans);
provided that (i) each reduction of the Commitments of such Class shall be in an
amount that is at least equal to $3,000,000 or any greater multiple of
$1,000,000 and (ii) the Company shall not terminate or reduce the Revolving
Credit Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.09, the total Revolving Credit Exposures
would exceed the total Revolving Credit Commitments.

            (c) Notification of Termination or Reduction. The Company shall
notify the Administrative Agent of any election to terminate or reduce
Commitments under paragraph (b) of this Section 2.07 at least three Business
Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Company pursuant to this Section 2.07
shall be irrevocable; provided that a notice of termination of Commitments
delivered by the Company may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Company (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. Any termination or
reduction of Commitments shall be permanent. Each reduction of Commitments of
any Class shall be made ratably among the Lenders in accordance with their
respective Commitments of such Class.

            SECTION 2.08.  Repayment of Loans; Evidence of Debt.

            (a) Revolving Credit Loans. The Company hereby unconditionally
promises to pay to the Administrative Agent for the account of each Revolving
Credit Lender the then unpaid principal amount of such Lender's Revolving Credit
Loans on the Revolving Credit Termination Date.

            Notwithstanding the foregoing, if on any Test Date, the maturity
date for any then-outstanding Senior Subordinated Notes, New Senior Subordinated
Notes or New Senior Notes, or of any other convertible notes or notes offered
and sold publicly or under Rule 144A shall fall within six months after the Test
Date then the Revolving Credit Loans shall be paid in full, and the Company
shall provide full cover for all outstanding LC Exposure, on the date that is
two months after the Test Date, provided that the foregoing shall not apply if
the Required Revolving Credit Lenders shall elect otherwise at any time prior to
the Test Date.


                                Credit Agreement
<PAGE>
                                      -43-


            (b) Term Loans. The Company hereby unconditionally promises to pay
to the Administrative Agent for the account of the Term Loan Lenders the
outstanding principal amount of the Term Loans on each Principal Payment Date
set forth below in the aggregate principal amount set forth opposite such
Principal Payment Date:

<TABLE>
<CAPTION>
          Principal Payment Date                    Principal Amount
<S>                                                 <C>
            December 31, 2007                        $     5,000,000

            March 31, 2008                           $     5,000,000
            June 30, 2008                            $     5,000,000
            September 30, 2008                       $     5,000,000
            December 31, 2008                        $     5,000,000

            March 31, 2009                           $     5,000,000
            June 30, 2009                            $     5,000,000
            September 30, 2009                       $     5,000,000
            December 31, 2009                        $    15,000,000

            March 31, 2010                           $    15,000,000
            June 30, 2010                            $    15,000,000
            September 30, 2010                       $    15,000,000
            December 31, 2010                        $    15,000,000

            March 31, 2011                           $    15,000,000
            June 30, 2011                            $    15,000,000
            September 30, 2011                       $    15,000,000
            December 31, 2011                        $    60,000,000

            March 31, 2012                           $    60,000,000
            June 30, 2012                            $    60,000,000
            September 30, 2012                       $    60,000,000
</TABLE>

If the initial aggregate amount of the Term Loan Commitments exceeds the
aggregate principal amount of Term Loans that are outstanding on the Effective
Date, then the scheduled repayments of Borrowings to be made pursuant to this
Section shall be reduced ratably by an aggregate amount equal to such excess. To
the extent not previously paid, all Term Loans shall be due and payable on the
Term Loan Maturity Date.


                                Credit Agreement
<PAGE>
                                      -44-


            Notwithstanding the foregoing, if on any Test Date, the maturity
date for any then-outstanding Senior Subordinated Notes, New Senior Subordinated
Notes or New Senior Notes, or of any other convertible notes or notes offered
and sold publicly or under Rule 144A shall fall within six months after the Test
Date then the Term Loans shall be paid in full on the date that is two months
after the Test Date, provided that the foregoing shall not apply if the Required
Term Loan Lenders shall elect otherwise at any time prior to the Test Date.

            (c) Incremental Loans. Each Borrower hereby unconditionally promises
to pay to the Administrative Agent for the account of the Incremental Loan
Lenders of any Series the principal of the Incremental Loans of such Series made
to such Borrower in consecutive quarterly installments on such dates and in such
amounts as shall be agreed upon between such Borrower and such Lenders at the
time the Incremental Loan Commitments of such Series are established, provided
that in no event shall the average life to maturity (determined in accordance
with GAAP) of the Incremental Loans of any Series be earlier than the average
life to maturity (so determined) of the Term Loans.

            Notwithstanding the foregoing, if on any Test Date, the maturity
date for any then-outstanding Senior Subordinated Notes, New Senior Subordinated
Notes or New Senior Notes, or of any other convertible notes or notes offered
and sold publicly or under Rule 144A shall fall within six months after the Test
Date then the Incremental Loans of each Series shall be paid in full on the date
that is three months after the Test Date, provided that the foregoing shall not
apply if the Required Incremental Loan Lenders of such Series shall elect
otherwise at any time prior to the Test Date.

            (d) Maintenance of Records by Lenders. Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

            (e) Maintenance of Records by Administrative Agent. The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof (and, in the case
of Incremental Loans, the respective Series thereof) and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender's share thereof.

            (f) Records Prima Facie Evidence. The entries made in the accounts
maintained pursuant to paragraph (d) or (e) of this Section 2.08 shall be prima
facie evidence of


                                Credit Agreement
<PAGE>
                                      -45-


the existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of a Borrower to
repay the Loans in accordance with the terms of this Agreement.

            (g) Promissory Notes. Any Lender may request that Loans made by it
be evidenced by a promissory note. In such event, each Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

            SECTION 2.09.  Prepayment of Loans.

            (a) Optional Prepayments. The Borrowers shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with paragraph (d) of this Section 2.09. Each
prepayment of Term Loans or Incremental Loans shall be applied to the Term Loans
and Incremental Loans ratably in accordance with the respective outstanding
principal amounts of such Term Loans and Incremental Loans (and, in the case of
Incremental Loans, to all Series thereof ratably in accordance with the
respective outstanding principal amounts of such Series), and pro rata to the
installments thereof in accordance with the respective aggregate principal
amounts of the Term Loans and Incremental Loans outstanding on the date of such
prepayment, provided that, at its option exercised by notice to the
Administrative Agent, (i) the relevant Borrower may elect to apply an amount of
such prepayment equal to the installments of such Loans due on the four
Quarterly Dates immediately following the date of such prepayment to such
installments in direct order of maturity, (ii) in the case of any prepayment by
the Company after Incremental Loans have been made to the Subsidiary Borrower,
the Company may elect to exclude the Incremental Loans of the Subsidiary
Borrower from such prepayment (notwithstanding the requirement above that
prepayments be applied ratably to the Term Loans and Incremental Loans) and
(iii) in the case of any prepayment by the Subsidiary Borrower after Incremental
Loans have been made to it, the Subsidiary Borrower may elect to exclude the
Term Loans and the Incremental Loans of the Company from such prepayment (again,
notwithstanding the requirement above that prepayments be applied ratably to the
Term Loans and Incremental Loans).


                                Credit Agreement
<PAGE>
                                      -46-


            (b) Mandatory Prepayments. The Borrowers shall make prepayments of
the Loans hereunder as follows:

            (i) Casualty Events. Upon the date 270 days following the receipt by
      a Borrower or any of its Subsidiaries of the proceeds of insurance,
      condemnation award or other compensation in respect of any Casualty Event
      affecting any property of such Borrower or any of its Restricted
      Subsidiaries (or upon such earlier date as such Borrower or such
      Restricted Subsidiary, as the case may be, shall have determined not to
      repair or replace the property affected by such Casualty Event), such
      Borrower shall prepay the Loans (and/or provide cover for LC Exposure as
      specified in Section 2.04(i)) in an aggregate amount, if any, equal to
      100% of the Net Available Proceeds of such Casualty Event not theretofore
      applied or committed to be applied to the repair or replacement of such
      property (it being understood that if Net Available Proceeds committed to
      be applied are not in fact applied within twelve months of the respective
      Casualty Event, then such Proceeds shall be applied to the prepayment of
      Loans and cover for LC Exposure as provided in this clause (i) at the
      expiration of such twelve-month period), such prepayment and reduction to
      be effected in each case in the manner and to the extent specified in
      clause (iii) of this Section 2.09(b).

            (ii) Sale of Assets. Without limiting the obligation of the
      Borrowers to obtain the consent of the Required Lenders to any Disposition
      not otherwise permitted hereunder, each Borrower agrees, on or prior to
      the occurrence of any Disposition affecting property of such Borrower or
      any of its Restricted Subsidiaries, to deliver to the Administrative Agent
      a statement certified by a Financial Officer, in form and detail
      reasonably satisfactory to the Administrative Agent, of the estimated
      amount of the Net Cash Payments of such Disposition that will (on the date
      of such Disposition) be received by such Borrower or any of its
      Subsidiaries in cash and, unless such Borrower shall elect to reinvest
      such Net Cash Payments as provided below, such Borrower will prepay the
      Loans hereunder (and provide cover for LC Exposure as specified in Section
      2.04(i)) as follows:

                  (w) upon the date of such Disposition, in an aggregate amount
            equal to 100% of such estimated amount of the Net Cash Payments of
            such Disposition, to the extent received by such Borrower or any of
            its Subsidiaries in cash on the date of such Disposition; and

                  (x) thereafter, quarterly, on the date of the delivery by such
            Borrower to the Administrative Agent pursuant to Section 6.01 of the
            financial statements for any quarterly fiscal period or fiscal year,
            to the extent such Borrower or any of


                                Credit Agreement
<PAGE>
                                      -47-


            its Subsidiaries shall receive Net Cash Payments during the
            quarterly fiscal period ending on the date of such financial
            statements in cash under deferred payment arrangements or
            Disposition Investments entered into or received in connection with
            any Disposition, an amount equal to (A) 100% of the aggregate amount
            of such Net Cash Payments minus (B) any transaction expenses
            associated with Dispositions and not previously deducted in the
            determination of Net Cash Payments plus (or minus, as the case may
            be) (C) any other adjustment received or paid by such Borrower or
            any of its Subsidiaries pursuant to the respective agreements giving
            rise to Dispositions and not previously taken into account in the
            determination of the Net Cash Payments of Dispositions, provided
            that if prior to the date upon which such Borrower would otherwise
            be required to make a prepayment under this clause (x) with respect
            to any quarterly fiscal period the aggregate amount of such Net Cash
            Payments (after giving effect to the adjustments provided for in
            this clause (x)) shall exceed $5,000,000, then such Borrower shall
            within three Business Days make a prepayment under this clause (x)
            in an amount equal to such required prepayment.

      Prepayments of Loans (and cover for LC Exposure) shall be effected in each
      case in the manner and to the extent specified in clause (iii) of this
      Section 2.09(b).

            Notwithstanding the foregoing, a Borrower shall not be required to
      make a prepayment (or provide cover) pursuant to this Section 2.09(b)(ii)
      with respect to the Net Cash Payments from any Disposition in the event
      that such Borrower advises the Administrative Agent at the time a
      prepayment is required to be made under the foregoing clauses (w) or (x)
      that it intends to reinvest such Net Cash Payments into assets reasonably
      related to the outdoor advertising, out-of-home media and logo signage
      business of such Borrower and its Restricted Subsidiaries pursuant to one
      or more Capital Expenditures or Acquisitions permitted hereunder, so long
      as the Net Cash Payments from any Disposition by such Borrower or any of
      its Restricted Subsidiaries are in fact so reinvested within 180 days of
      such Disposition (it being understood that, in the event more than one
      Disposition shall occur during any 180-day period, the Net Cash Payments
      received in connection with such Dispositions shall be reinvested in the
      order in which such Dispositions shall have occurred) and, accordingly,
      any such Net Cash Payments so held for more than 180 days shall be
      forthwith applied to the prepayment of Loans (and cover for LC Exposure)
      as provided in clause (iii) of this Section 2.09(b).

            Anything herein to the contrary notwithstanding, the Borrowers shall
      not be required to make any prepayment pursuant to this clause (ii) with
      respect to the first $20,000,000 of Net Cash Payments received by the
      Borrowers.


                                Credit Agreement
<PAGE>
                                      -48-


            (iii) Application. Upon the occurrence of any of the events
      described in the above paragraphs of this Section 2.09(b), the amount of
      the required prepayment shall be applied first, to the prepayment of the
      Term Loans and Incremental Loans, in each case ratably in accordance with
      the respective then-outstanding aggregate amounts of such Loans, and
      second, after the prepayment in full of the Term Loans and Incremental
      Loans, to the repayment of the Revolving Credit Loans, without reduction
      of the Revolving Credit Commitments, provided that, at its option
      exercised by notice to the Administrative Agent, (x) in the case of any
      prepayment by the Company after Incremental Loans have been made to the
      Subsidiary Borrower, the Company may elect to exclude the Incremental
      Loans of the Subsidiary Borrower from such prepayment, until all Term
      Loans and Incremental Loans other than such Incremental Loans shall have
      been paid in full (notwithstanding the requirement above that prepayments
      be applied ratably to the Term Loans and Incremental Loans) and (y) in the
      case of any prepayment by the Subsidiary Borrower after Incremental Loans
      have been made to it, the Subsidiary Borrower may elect to exclude the
      Term Loans and the Incremental Loans of the Company from such prepayment,
      until such Incremental Loans made to the Subsidiary Borrower shall have
      been paid in full (again, notwithstanding the requirement above that
      prepayments be applied ratably to the Term Loans and Incremental Loans).

            Each such prepayment of the Term Loans and Incremental Loans shall
      be applied ratably to the installments thereof in accordance with the
      respective aggregate principal amounts of the Term Loans and Incremental
      Loans outstanding on the date of such prepayment, provided that, at its
      option exercised by notice to the Administrative Agent, the relevant
      Borrower may elect to apply an amount of such prepayment equal to the
      installments of such Loans due on the four Quarterly Dates immediately
      following the date of such prepayment to such installments in direct order
      of maturity.

            (c) Mandatory Prepayments -- Outstandings Exceeding Commitments. The
Company shall prepay the Revolving Credit Loans (and/or provide cover for the LC
Exposure as specified in Section 2.04(i)) in the event that the aggregate amount
of the Revolving Credit Exposure shall at any time exceed the aggregate amount
of the Revolving Credit Commitments.

            (d) Notification of Prepayments. The Company shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before the date of
prepayment or (ii) in the case of prepayment of a Base Rate Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that,


                                Credit Agreement
<PAGE>
                                      -49-


if a notice of prepayment is given in connection with a conditional notice of
termination of Commitments as contemplated by Section 2.07, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.07. Promptly following receipt of any such notice relating to a
Borrowing of a particular Class, the Administrative Agent shall advise the
Lenders holding Loans of such Class of the contents thereof. Each partial
prepayment of any Borrowing under paragraph (a) of this Section 2.09 shall be in
an amount that would be permitted in the case of an advance of a Borrowing of
the same Type as provided in Section 2.02.

            (e) Prepayments Accompanied by Interest. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.11.

            SECTION 2.10.  Fees.

            (a) Commitment Fees. The Company agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee, which shall accrue at a
rate per annum equal to the Applicable Rate, on the daily average unused amount
of the Revolving Credit Commitments and Term Loan Commitments of such Lender
during the period from and including the date hereof to but excluding the date
on which such Revolving Credit Commitment or Term Loan Commitment terminates.
Accrued commitment fees shall be payable in arrears on the third day following
each Quarterly Date and, in respect of any Revolving Credit Commitments or Term
Loan Commitments, on the date such Revolving Credit Commitments or Term Loan
Commitments terminate, commencing on the first such date to occur after the date
hereof. All commitment fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

            (b) Letter of Credit Fees. The Company agrees to pay with respect to
Letters of Credit outstanding hereunder the following fees:

            (i) to the Administrative Agent for the account of each Revolving
      Credit Lender a participation fee with respect to its participations in
      Letters of Credit, which shall accrue at a rate per annum equal to the
      Applicable Rate used in determining interest on Revolving Credit
      Eurodollar Loans on the average daily amount of such Lender's LC Exposure
      (excluding any portion thereof attributable to unreimbursed LC
      Disbursements) during the period from and including the Effective Date to
      but excluding the later of the date on which such Lender's Revolving
      Credit Commitment terminates and the date on which there shall no longer
      be any Letters of Credit outstanding hereunder, and


                                Credit Agreement
<PAGE>
                                      -50-


            (ii) to the Issuing Lender of each Letter of Credit (x) a fronting
      fee, which shall accrue at the rate of 3/16 of 1% per annum on the average
      daily amount of the LC Exposure of such Issuing Lender (determined for
      these purposes without giving effect to the participations therein of the
      Revolving Credit Lenders pursuant to paragraph (d) of Section 2.04, and
      excluding any portion thereof attributable to unreimbursed LC
      Disbursements) during the period from and including the Effective Date to
      but excluding the later of the date of termination of the Revolving Credit
      Commitments and the date on which there shall no longer be any Letters of
      Credit of such Issuing Lender outstanding hereunder, and (y) such Issuing
      Lender's standard fees with respect to the issuance, amendment, renewal or
      extension of any Letter of Credit or processing of drawings thereunder.

Accrued participation fees and fronting fees shall be payable in arrears on the
third day following each Quarterly Date and on the date the Revolving Credit
Commitments terminate, commencing on the first such date to occur after the date
hereof, provided that any such fees accruing after the date on which the
Revolving Credit Commitments terminate shall be payable on demand. All
participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

            (c) Administrative Agency Fees. The Company agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed in writing between the Company and the
Administrative Agent.

            (d) Fees Nonrefundable. All fees payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent
(except for the fronting fee, which shall be paid directly to the Issuing
Lender) for distribution to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances, absent manifest error in the determination
thereof.

            SECTION 2.11.  Interest.

            (a) Base Rate Loans. The Loans comprising each Base Rate Borrowing
shall bear interest at a rate per annum equal to the Adjusted Base Rate plus the
Applicable Rate.

            (b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing
shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate.


                                Credit Agreement

<PAGE>
                                      -51-


            (c) Default Interest. Notwithstanding the foregoing, (i) except as
otherwise provided in clause (ii) below, during the period when any Default
shall have occurred and be continuing for a period of 90 or more days (and the
Administrative Agent, acting on the instructions of the Required Lenders, shall
have notified the Company that the provisions of this clause (i) shall apply),
the principal of all Loans hereunder shall bear interest, after as well as
before judgment, at a rate per annum equal to the Adjusted Base Rate plus the
Applicable Rate for Base Rate Loans plus 2% and (ii) if any principal on any
Loan payable by either Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such principal shall bear
interest, after as well as before judgment, at a rate per annum equal to the
Adjusted Base Rate plus the Applicable Rate for Base Rate Loans plus 2%.

            (d) Interest Payment Dates. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan; provided that
(i) interest accrued pursuant to paragraph (c) of this Section 2.11 shall be
payable on demand, (ii) in the event of any repayment or prepayment of any
Eurodollar Loan (or the repayment or prepayment in full of the Term Loans or
Incremental Loans), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment, (iii) in the event
of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion, (iv) all accrued interest on Revolving Credit
Loans shall be payable upon termination of the Revolving Credit Commitments.

            (e) Basis of Computation. All interest hereunder shall be computed
on the basis of a year of 360 days, except that interest computed by reference
to the Adjusted Base Rate at times when the Adjusted Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Adjusted Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

            SECTION 2.12. ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
      applicable, for such Interest Period; or


                                Credit Agreement
<PAGE>
                                      -52-


            (b) if such Borrowing is of a particular Class of Loans (including
      of a particular Series of Incremental Loans), the Administrative Agent is
      advised by the Required Revolving Credit Lenders, the Required Term Loan
      Lenders or the Required Incremental Loan Lenders of such Series, as the
      case may be, that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
      for such Interest Period will not adequately and fairly reflect the cost
      to such Lenders of making or maintaining their Loans of such Class
      included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
affected Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Company and such Lenders that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any such Borrowing to, or
continuation of any such Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as a Base Rate Borrowing.

            SECTION 2.13. INCREASED COSTS.

            (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or any Issuing Lender; or

            (ii) impose on any Lender or any Issuing Lender or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or such
Issuing Lender of participating in, issuing or maintaining any Letter of Credit
or to reduce the amount of any sum received or receivable by such Lender or such
Issuing Lender hereunder (whether of principal, interest or otherwise), then the
relevant Borrower will pay to such Lender or such Issuing Lender, as the case
may be, such additional amount or amounts as will compensate such Lender or such
Issuing Lender, as the case may be, for such additional costs incurred or
reduction suffered.


                                Credit Agreement
<PAGE>
                                      -53-


            (b) Capital Requirements. If any Lender or any Issuing Lender
reasonably determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender's or such
Issuing Lender's capital or on the capital of such Lender's or such Issuing
Lender's holding company, if any, as a consequence of this Agreement or the
Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued such Issuing Lender, to a level below that which
such Lender or such Issuing Lender or such Lender's or such Issuing Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's or such Issuing Lender's policies and the policies
of such Lender's or such Issuing Lender's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender or
such Issuing Lender, as the case may be, such additional amount or amounts as
will compensate such Lender or such Issuing Lender, or such Lender's or such
Issuing Lender's holding company, for any such reduction suffered.

            (c) Certification by Lenders. A certificate of a Lender or an
Issuing Lender setting forth the amount or amounts necessary to compensate such
Lender or such Issuing Lender or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section 2.13 shall be delivered to the
Company and shall be conclusive so long as it reflects a reasonable basis for
the calculation of the amounts set forth therein and does not contain any
manifest error. The relevant Borrower shall pay such Lender or such Issuing
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

            (d) Certain Limitations upon Compensation. Failure or delay on the
part of any Lender or any Issuing Lender to demand compensation pursuant to this
Section 2.13 shall not constitute a waiver of such Lender's or such Issuing
Lender's right to demand such compensation; provided that no Borrower shall be
required to compensate a Lender or an Issuing Lender pursuant to this Section
2.13 for any increased costs or reductions incurred more than six months prior
to the date that such Lender or such Issuing Lender, as the case may be,
notifies the relevant Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or such Issuing Lender's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the six-month period referred to above shall be extended to include the period
of retroactive effect thereof.

            SECTION 2.14. BREAK FUNDING PAYMENTS. In the event of (a) the
payment or prepayment of any principal of any Eurodollar Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Loan on the date specified in


                                Credit Agreement
<PAGE>
                                      -54-


any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable and is revoked in accordance herewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Company pursuant to
Section 2.17, then, in any such event, the relevant Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event.

            In the case of a Eurodollar Loan, the loss to any Lender
attributable to any such event shall be deemed to include an amount determined
by such Lender to be equal to the excess, if any, of

            (i) the amount of interest that such Lender would pay for a deposit
      equal to the principal amount of such Loan for the period from the date of
      such payment, prepayment, conversion, failure or assignment to the last
      day of the then current Interest Period for such Loan (or, in the case of
      a failure to borrow, convert or continue, the duration of the Interest
      Period that would have resulted from such borrowing, conversion or
      continuation) if the interest rate payable on such deposit were equal to
      the Adjusted LIBO Rate for such Interest Period,

over

            (ii) the amount of interest that such Lender would earn on such
      principal amount for such period if such Lender were to invest such
      principal amount for such period at the interest rate that would be bid by
      such Lender (or an affiliate of such Lender) for U.S. dollar deposits from
      other banks in the eurodollar market at the commencement of such period.

A certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section 2.14 shall be delivered to the
Company and shall be conclusive absent manifest error. The relevant Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

            SECTION 2.15. TAXES

            (a) Indemnified Taxes. Any and all payments or prepayments by or on
account of any obligation of the Company and any other Borrower hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if the Company, such other Borrower (or any Affiliate
or agent thereof) shall be required to deduct any Indemnified Taxes or Other
Taxes from any such payments or prepayments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including


                                Credit Agreement
<PAGE>
                                      -55-


deductions applicable to additional sums payable under this Section 2.15) the
Administrative Agent, each Lender or each Issuing Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Company, such other Borrower (or such Affiliate
or agent), as applicable, shall make such deductions and (iii) the Company, such
other Borrower (or such Affiliate or agent), as applicable, shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

            (b) Other Taxes. In addition the Borrowers shall pay any Other Taxes
to the relevant Governmental Authority in accordance with applicable law.

            (c) Indemnification by the Company. The Company shall indemnify the
Administrative Agent, each Lender and each Issuing Lender, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes imposed with respect to amounts payable hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section 2.15) incurred by the Administrative Agent, such Lender or
such Issuing Lender, as the case may be (and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto during the period
prior to the Company making the payment demanded under this paragraph (c)),
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Company by a Lender or
an Issuing Lender, or by the Administrative Agent on its own behalf or on behalf
of a Lender or an Issuing Lender, shall be conclusive absent manifest error.

            (d) Receipts. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by or on behalf of either Borrower to a
Governmental Authority, such Borrower shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.

            (e) Foreign Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the applicable Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments and prepayments under this
Agreement shall deliver to the applicable Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by such Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments and
prepayments to be made without withholding or at a reduced rate (provided that
in the case of the Subsidiary Borrower, a Lender's inability to


                                Credit Agreement
<PAGE>
                                      -56-


provide such form because it is legally not entitled to do so will not affect
its entitlement to additional amounts under this Section).

            (f) Refunds. If the Administrative Agent or a Lender determines, in
its sole discretion, that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by a Borrower or with respect to which a
Borrower has paid additional amounts pursuant to this Section, it shall pay over
such refund to the relevant Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by such Borrower under this Section
with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that each Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
such Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
either Borrower or any other Person.

            SECTION 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.

            (a) Payments Generally. Each Borrower shall make each payment and
prepayment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15,
or otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments and
prepayments shall be made to the Administrative Agent at such of its offices in
New York City as shall be notified to the relevant parties from time to time,
except payments to be made directly to an Issuing Lender as expressly provided
herein and except that payments pursuant to Sections 2.13, 2.14, 2.15 and 10.03
shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof, and no
Borrower shall have any liability in the event timely or correct distribution of
such payments is not so made. If any payment or prepayment hereunder shall be
due on a day that is not a Business Day, the date for payment or prepayment, as
the case may be, shall be extended to the next succeeding Business Day, and, in


                                Credit Agreement
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                                      -57-


the case of any payment or prepayment accruing interest, interest thereon shall
be payable for the period of such extension. All payments and prepayments
hereunder shall be made in U.S. dollars.

            (b) Application if Insufficient Funds. If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, unreimbursed LC Disbursements, interest and fees then due
hereunder, such funds shall be applied (i) first, to pay interest and fees then
due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, to pay
principal and unreimbursed LC Disbursements then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.

            (c) Ratable Treatment. Except to the extent otherwise provided
herein: (i) each borrowing of Loans of a particular Class (including of a
particular Series of Incremental Loans) from the Lenders under Section 2.01
shall be made from the relevant Lenders, each payment of commitment fee under
Section 2.10 in respect of Commitments of a particular Class (including of a
particular Series of Incremental Loans) shall be made for account of the
relevant Lenders, and each termination or reduction of the amount of the
Commitments of a particular Class (including of a particular Series of
Incremental Loans) under Section 2.07 shall be applied to the respective
Commitments of such Class of the relevant Lenders, pro rata according to the
amounts of their respective Commitments of such Class; (ii) Eurodollar Loans of
any Class (including of a particular Series of Incremental Loans) having the
same Interest Period shall be allocated pro rata among the relevant Lenders
according to the amounts of their Commitments of such Class (in the case of the
making of Loans) or their respective Loans of such Class (in the case of
conversions and continuations of Loans); (iii) each payment or prepayment by a
Borrower of principal of Loans of a particular Class (including of a particular
Series of Incremental Loans) shall be made for account of the relevant Lenders
pro rata in accordance with the respective unpaid principal amounts of the Loans
of such Class held by them; (iv) each payment by a Borrower of interest on Loans
of a particular Class (including of a particular Series of Incremental Loans)
shall be made for account of the relevant Lenders pro rata in accordance with
the amounts of interest on such Loans then due and payable to the respective
Lenders; and (v) each payment by the Company of participation fees in respect of
Letters of Credit shall be made for the account of the Revolving Credit Lenders
pro rata in accordance with the amount of participation fees then due and
payable to the Revolving Credit Lenders.

            (d) Right of Offset. If any Lender shall, by exercising any right of
set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans (or participations in LC Disbursements) of
any Class resulting in such Lender receiving


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payment of a greater proportion of the aggregate principal amount of its Loans
(and participations in LC Disbursements) of such Class and accrued interest
thereon than the proportion of such amounts received by any other Lender of any
other Class, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Loans (and LC Disbursements) of
the other Lenders to the extent necessary so that the benefit of such payments
shall be shared by all the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans (and
participations in LC Disbursements); provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, unless the
Lender from which such payment is received is required to pay interest thereon,
in which case each Lender returning funds to such Lender shall pay its pro rata
share of such interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans (or participations
in LC Disbursements) to any assignee or participant, other than to any Credit
Party or any subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). Each Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against a Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower
in the amount of such participation.

            (e) Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from the relevant Borrower prior to the date on
which any payment or prepayment is due to the Administrative Agent for the
account of the Lenders or the Issuing Lenders entitled thereto (the "Applicable
Recipient") hereunder that such Borrower will not make such payment or
prepayment, the Administrative Agent may assume that such Borrower has made such
payment or prepayment, as the case may be, on such date in accordance herewith
and may, in reliance upon such assumption and in its sole discretion, distribute
to the Applicable Recipient the amount due. In such event, if such Borrower has
not in fact made such payment or prepayment, then each Applicable Recipient
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Applicable Recipient with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate.

            (f) Failure by Lenders to Make Payment. If any Lender shall fail to
make any payment required to be made by it pursuant to Section 2.04(d), 2.04(e),
2.05(b) or 2.16(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof),


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apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Section
until all such unsatisfied obligations are fully paid.

            SECTION 2.17.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

            (a) Mitigation Obligations. If any Lender requests compensation
under Section 2.13, or if either Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations, hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.13 or 2.15, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Company hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

            (b) Replacement of Lenders. If any Lender requests compensation
under Section 2.13, or if either Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, or if any Lender defaults in its obligation to fund
Loans hereunder, then the Company may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company shall have received the prior consent
of the Administrative Agent (and, if a Revolving Credit Commitment is being
assigned, the Issuing Lenders), which consents shall not unreasonably be
withheld or delayed, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans (and participations in LC
Disbursements), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Company (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments; provided, however, the assignor hereunder shall not be
liable to the Administrative Agent for any assignment fee provided in Section
10.04(b)(ii)(C). A Lender


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shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply.

                                   ARTICLE III

                             GUARANTEE BY GUARANTORS

            SECTION 3.01. THE GUARANTEE. Each Guarantor hereby jointly and
severally guarantees to each Lender (and each Affiliate thereof party to any
Swap Agreement), each Issuing Lender and the Administrative Agent and their
respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration, by prepayment or otherwise) of the
Guaranteed Obligations of such Guarantor. Each Subsidiary Guarantor hereby
further agrees that if either Borrower (and the Company hereby further agrees
that if the Subsidiary Borrower) shall fail to pay in full when due (whether at
stated maturity, by acceleration, by prepayment or otherwise) any of such
Guarantor's Guaranteed Obligations, such Guarantor will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of such Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

            For purposes hereof, it is understood that any Guaranteed
Obligations to a Person arising under a Swap Agreement entered into at the time
such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to
constitute Guaranteed Obligations for purposes hereof, notwithstanding that such
Person (or its Affiliate) may have assigned all of its Loans and other interests
hereunder and, therefore, at the time a claim is to be made in respect of such
Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender
party hereto; provided that such Person shall not be entitled to the benefits of
this Section unless, at the time it ceased to be a Lender, it shall have
notified the Administrative Agent of the existence of such Swap Agreement.

            SECTION 3.02. OBLIGATIONS UNCONDITIONAL. The obligations of each
Guarantor under Section 3.01 are absolute and unconditional irrespective of the
value, genuineness, validity, regularity or enforceability of this Agreement,
the other Loan Documents or any other agreement or instrument referred to herein
or therein, or any substitution, release or exchange of any other guarantee of
or security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it


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                                      -61-


being the intent of this Section 3.02 that the obligations of the Guarantors
hereunder shall be absolute and unconditional under any and all circumstances.
Without limiting the generality of the foregoing, it is agreed that the
occurrence of any one or more of the following shall not alter or impair the
liability of the Guarantors hereunder which shall remain absolute and
unconditional as described above:

            (i) at any time or from time to time, without notice to such
      Guarantors, the time for any performance of or compliance with any of its
      Guaranteed Obligations shall be extended, or such performance or
      compliance shall be waived;

            (ii) any of the acts mentioned in any of the provisions hereof or of
      the other Loan Documents or any other agreement or instrument referred to
      herein or therein shall be done or omitted;

            (iii) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right hereunder or under
      the other Loan Documents or any other agreement or instrument referred to
      herein or therein shall be waived or any other guarantee of any of the
      Guaranteed Obligations or any security therefor shall be released or
      exchanged in whole or in part or otherwise dealt with; or

            (iv) any lien or security interest granted to, or in favor of, the
      Administrative Agent, any Issuing Lender or any Lender or Lenders as
      security for any of the Guaranteed Obligations shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent, any Issuing Lender or any Lender (or Affiliate thereof) exhaust any
right, power or remedy or proceed against the respective Borrower hereunder or
under the other Loan Documents or any other agreement or instrument referred to
herein or therein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

            SECTION 3.03. REINSTATEMENT. The obligations of each Guarantor under
this Article III shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of a Borrower in respect of its
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and each of the Guarantors agrees
that it will indemnify the Administrative Agent, each Issuing Lender and each
Lender (and each Affiliate thereof part to any Swap Agreement) on demand for all
reasonable


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costs and expenses (including fees of counsel) incurred by the Administrative
Agent, any Lender (or Affiliate) or any Issuing Lender in connection with such
rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.

            SECTION 3.04. SUBROGATION. Each Guarantor hereby waives all rights
of subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under the Federal
Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it
pursuant to the provisions of this Article III and further agrees with the
respective Borrower for the benefit of each of its creditors (including, without
limitation, each Issuing Lender, each Lender, each Affiliate thereof and the
Administrative Agent) that any such payment by it shall constitute a
contribution of capital by such Guarantor to such Borrower.

            SECTION 3.05. REMEDIES. Each Guarantor agrees that, as between such
Guarantor and the Lenders, the obligations of the respective Borrower hereunder
may be declared to be forthwith due and payable as provided in Article VIII or
Section 2.04(i), as applicable (and shall be deemed to have become automatically
due and payable in the circumstances provided in Article VIII or Section
2.04(i), as applicable) for purposes of Section 3.01 notwithstanding any stay,
injunction or other prohibition preventing such declaration (or such obligations
from becoming automatically due and payable) as against such Borrower and that,
in the event of such declaration (or such obligations being deemed to have
become automatically due and payable), such obligations (whether or not due and
payable by such Borrower) shall forthwith become due and payable by such
Guarantor for purposes of Section 3.01.

            SECTION 3.06. INSTRUMENT FOR THE PAYMENT OF MONEY. Each Guarantor
hereby acknowledges that the guarantee in this Article III constitutes an
instrument for the payment of money, and consents and agrees that any Issuing
Lender, any Lender (and any Affiliate thereof party to any Swap Agreement) or
the Administrative Agent, at its sole option, in the event of a dispute by the
Guarantors in the payment of any moneys due hereunder, shall have the right to
bring motion-action under New York CPLR Section 3213.

            SECTION 3.07.  CONTINUING GUARANTEE.  THE guarantee in this
Article III is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.


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<PAGE>
                                      -63-


            SECTION 3.08. RIGHTS OF CONTRIBUTION. The Subsidiary Guarantors
hereby agree, as between themselves, that if any Subsidiary Guarantor shall
become an Excess Funding Guarantor (as defined below) by reason of the payment
by such Subsidiary Guarantor of any Guaranteed Obligations, each other
Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an amount
equal to such Subsidiary Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, debts and
liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined
below) in respect of such Guaranteed Obligations. The payment obligation of a
Subsidiary Guarantor to any Excess Funding Guarantor under this Section 3.08
shall be subordinate and subject in right of payment to the prior payment in
full of the obligations of such Subsidiary Guarantor under the other provisions
of this Article III and such Excess Funding Guarantor shall not exercise any
right or remedy with respect to such excess until payment and satisfaction in
full of all of such obligations.

            For purposes of this Section 3.08, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has
paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations,
(ii) "Excess Payment" means, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of
such Guaranteed Obligations and (iii) "Pro Rata Share" means, for any Subsidiary
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all properties of such Subsidiary
Guarantor (excluding any shares of stock of, or ownership interest in, any other
Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of
such Subsidiary Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Subsidiary
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which
the aggregate fair saleable value of all properties of all of the Guarantors
exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of the Guarantors hereunder and under the other Loan Documents) of
all of the Guarantors, determined (A) with respect to any Subsidiary Guarantor
that is a party hereto on the Effective Date, as of the Effective Date and (B)
with respect to any other Subsidiary Guarantor, as of the date such Subsidiary
Guarantor becomes a Subsidiary Guarantor hereunder.

            SECTION 3.09. GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any
action or proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 3.01 would otherwise,


                                Credit Agreement
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taking into account the provisions of Section 3.08, be held or determined to be
void, invalid or unenforceable, or subordinated to the claims of any other
creditors, on account of the amount of its liability under Section 3.01, then,
notwithstanding any other provision hereof to the contrary, the amount of such
liability shall, without any further action by such Subsidiary Guarantor, any
Lender, the Administrative Agent or any other Person, be automatically limited
and reduced to the highest amount that is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or
proceeding.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            The Company and each Subsidiary Guarantor represents and warrants to
the Lenders and the Administrative Agent, as to itself and each of its
Subsidiaries, that:

            SECTION 4.01. ORGANIZATION; POWERS. The Company and each of its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. The Company and each of its
Subsidiaries has all requisite power and authority under its organizational
documents to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

            SECTION 4.02. AUTHORIZATION; ENFORCEABILITY. The Transactions are
within the corporate power of each Credit Party and have been duly authorized by
all necessary corporate and, if required, stockholder action on the part of such
Credit Party. This Agreement has been duly executed and delivered by each
Obligor and constitutes a legal, valid and binding obligation of such Obligor,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

            SECTION 4.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority or any other Person, (b) will
not violate any applicable law, policy or regulation or the charter, by-laws or
other organizational documents of any Credit Party or any order of any
Governmental Authority, (c) will not violate or result in a


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default under any indenture, agreement or other instrument binding upon any
Credit Party, or any of its assets, or give rise to a right thereunder to
require any payment to be made by any Credit Party, and (d) except for the Liens
created by the Security Documents, will not result in the creation or imposition
of any Lien on any asset of the Credit Parties.

            SECTION 4.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE. The
Company has heretofore delivered to the Lenders the following financial
statements:

            (i) the audited consolidated balance sheet and statements of
      earnings (loss), stockholders' deficit and cash flows of the Company and
      its Subsidiaries (and, separately stated, of the Company and its
      Restricted Subsidiaries) as of and for the fiscal year ended December 31,
      2004, reported on by KPMG Peat Marwick LLP, independent public
      accountants; and

            (ii) the unaudited consolidated balance sheet and statements of
      earnings (loss), stockholders' deficit and cash flows of the Company and
      its Subsidiaries (and, separately stated, of the Company and its
      Restricted Subsidiaries) as of and for the six-month period ended June 30,
      2005, certified by a Financial Officer of the Company.

Such financial statements present fairly, in all material respects, the
respective consolidated actual financial condition of the respective entities as
at said respective dates and the consolidated and unconsolidated results of
their operations for the fiscal periods ended on said respective dates, all in
accordance with generally accepted accounting principles and practices applied
on a consistent basis, subject, in the case of unaudited financial statements,
to the absence of footnotes and year-end audit adjustments. Except as disclosed
in said financial statements, none of said entities has on the date hereof any
material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments. Since December 31, 2004, there has been no material adverse change
(or any event, development or circumstance that, individually or in the
aggregate, could reasonably be expected to result in a material adverse change)
in the business, assets, operations or condition, financial or otherwise, of the
Company and its Restricted Subsidiaries taken as a whole.

            SECTION 4.05. PROPERTIES.

            (a) Properties Generally. Each of the Company and its Restricted
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in
title that do not interfere with its ability to


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conduct its business as currently conducted or to utilize such properties for
their intended purposes.

            (b) Intellectual Property. Each of the Company and its Restricted
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and the use thereof by the Company and its Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

            SECTION 4.06. LITIGATION AND ENVIRONMENTAL MATTERS.

            (a) Litigation. There are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the
knowledge of any of the Credit Parties, threatened against or affecting the
Company or any of its Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Basic Documents or the Transactions.

            (b) Environmental Matters. Except for the Disclosed Matters and
except with respect to any other matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, none of
the Company nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or any inquiry, allegation, notice or other
communication from any Governmental Authority concerning its compliance with any
Environmental Law or (iv) knows of any basis for any Environmental Liability.

            (c) No Change in Disclosed Matters. Since the date of this
Agreement, there has been no change in the status of the Disclosed Matters that,
individually or in the aggregate, has resulted in, or materially increased the
likelihood of, a Material Adverse Effect.

            SECTION 4.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the
Company and its Subsidiaries is in compliance with all laws, regulations,
policies and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


                                Credit Agreement
<PAGE>
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            SECTION 4.08. INVESTMENT AND HOLDING COMPANY STATUS. No Credit Party
nor any of their respective subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

            SECTION 4.09. TAXES. Each of the Credit Parties and their respective
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which such Credit Party has set aside on its
books adequate reserves with respect thereto in accordance with GAAP or (b) to
the extent that the failure to do so could not reasonably be expected to result
in a Material Adverse Effect.

            SECTION 4.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $1,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $1,000,000 the fair
market value of the assets of all such underfunded Plans.

            SECTION 4.11. DISCLOSURE. The Credit Parties have disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
any Credit Party is subject, and all other matters known to any Credit Party,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. The information, reports, financial statements,
exhibits and schedules furnished in writing by or on behalf of the Credit
Parties to the Administrative Agent or any Lender in connection with the
negotiation, preparation or delivery of this Agreement and the other Basic
Documents (including, without limitation, the information set forth in the
Confidential Information Memorandum and the information set forth in Schedule
4.11) or delivered pursuant hereto or thereto, when taken as a whole do not
contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. All written
information furnished after the date hereof by the Company and its Subsidiaries
to the Administrative Agent and the Lenders in connection with this Agreement
and


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the other Basic Documents and the transactions contemplated hereby and thereby
will be true, complete and accurate in every material respect, or (in the case
of projections) based on reasonable estimates, on the date as of which such
information is stated or certified. There is no fact known to the Company that
could reasonably be expected to have a Material Adverse Effect that has not been
disclosed herein, in the other Basic Documents or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Lenders for use in connection with the transactions contemplated hereby or
thereby.

            SECTION 4.12. CAPITALIZATION. The authorized capital stock of the
Company consists, on the date hereof, of an aggregate of 3,000 shares of common
stock, with par value of $0.01 per share, of which, as of the date hereof, 100
shares are duly and validly issued and outstanding, each of which shares is
fully paid and nonassessable and all of which are held beneficially and of
record by Holdings. As of the date hereof, (x) there are no outstanding Equity
Rights with respect to the Company and (y) there are no outstanding obligations
of the Company or any of its Subsidiaries to repurchase, redeem, or otherwise
acquire any shares of capital stock of the Company nor are there any outstanding
obligations of the Company or any of its Subsidiaries to make payments to any
Person, such as "phantom stock" payments, where the amount thereof is calculated
with reference to the fair market value or equity value of the Company or any of
its Subsidiaries.

            SECTION 4.13. MATERIAL AGREEMENTS AND LIENS.

            (a) Indebtedness. Schedule 4.13 hereto is a complete and correct
list, as of the date of this Agreement, of each credit agreement, loan
agreement, indenture, guarantee, letter of credit or other arrangement (other
than this Agreement or the Existing Credit Agreement) providing for or otherwise
relating to any Indebtedness or any extension of credit (or commitment for any
extension of credit) to, or guarantee by, the Company or any of its Subsidiaries
the aggregate principal or face amount of which equals or exceeds (or may equal
or exceed) $1,000,000, and the aggregate principal or face amount outstanding or
that may become outstanding under each such arrangement is correctly described
in Schedule 4.13.

            (b) Liens. Schedule 4.13 hereto is a complete and correct list, as
of the date of this Agreement, of each Lien securing Indebtedness of any Person
the aggregate principal or face amount of which equals or exceeds (or may equal
or exceed) $1,000,000 and covering any property of the Company or any of its
Subsidiaries, and the aggregate Indebtedness secured (or which may be secured)
by each such Lien and the Property covered by each such Lien is correctly
described in Schedule 4.13.


                                Credit Agreement
<PAGE>
                                      -69-


            SECTION 4.14. SUBSIDIARIES, ETC.

            (a) Subsidiaries. Set forth in Schedule 4.14 is a complete and
correct list of all of the Subsidiaries of the Credit Parties as of the date
hereof together with, for each such Subsidiary, (i) the jurisdiction of
organization of such Subsidiary, (ii) each Person holding ownership interests in
such Subsidiary, (iii) the nature of the ownership interests held by each such
Person and the percentage of ownership of such Subsidiary represented by such
ownership interests and (iv) whether such Subsidiary is a Restricted Subsidiary
or Unrestricted Subsidiary. Except as disclosed in Schedule 4.14, (i) each
Credit Party and its respective Subsidiaries owns, free and clear of Liens
(other than Liens created pursuant to the Security Documents), and has (and will
have) the unencumbered right to vote, all outstanding ownership interests in
each Person shown to be held by it in Schedule 4.14, (y) all of the issued and
outstanding capital stock of each such Person organized as a corporation is
validly issued, fully paid and nonassessable and (z) there are no outstanding
Equity Rights with respect to such Person. Each Subsidiary identified on said
Schedule 4.14 as an "Unrestricted Subsidiary" qualifies as an Unrestricted
Subsidiary under the criteria therefor set forth in Section 1.05.

            (b) No Restrictions. Except as set forth in Schedule 4.14, as of the
date of this Agreement, none of the Restricted Subsidiaries of the Company is
(or will be) subject to any indenture, agreement, instrument or other
arrangement containing any provision of the type described in Section 7.08,
other than any such provision the effect of which has been unconditionally,
irrevocably and permanently waived and other than the prohibition on the sale,
transfer, assignment, mortgage, pledge, encumbrance or other disposition by MIL
of its interest in the Missouri Partnership.

            SECTION 4.15. Holdings Indenture. The Company has heretofore
delivered to the Administrative Agent a true and complete copy of the Holdings
Indenture and the Senior Subordinated Notes Indentures, together with the
related prospectus (including all modifications and supplements thereto); the
Holdings Indenture, and each of the Senior Subordinated Notes Indentures, has
been duly executed and delivered by each party thereto and is in full force and
effect and none of the parties thereto is in default of any of its obligations
thereunder.


                                Credit Agreement
<PAGE>
                                      -70-


                                    ARTICLE V

                                   CONDITIONS

            SECTION 5.01. EFFECTIVE DATE. The obligations of the Lenders to make
Loans, and of the Issuing Lenders to issue Letters of Credit, hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02):

            (a) Counterparts of Agreement. The Administrative Agent (or Special
      Counsel) shall have received from each party hereto either (i) a
      counterpart of this Agreement signed on behalf of such party or (ii)
      written evidence satisfactory to the Administrative Agent (which may
      include telecopy transmission of a signed signature page of this
      Agreement) that such party has signed a counterpart of this Agreement.

            (b) Opinion of Counsel to Credit Parties. The Administrative Agent
      (or Special Counsel) shall have received a favorable written opinion
      (addressed to the Administrative Agent and the Lenders and dated the
      Effective Date) of Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman,
      L.L.P., counsel to the Credit Parties, substantially in the form of
      Exhibit B, and covering such matters relating to the Credit Parties, this
      Agreement, the other Loan Documents or the Transactions as the Required
      Lenders shall request (and each Credit Party hereby requests such counsel
      to deliver such opinion).

            (c) Opinion of Special Counsel. The Administrative Agent shall have
      received a favorable written legal opinion (addressed to the
      Administrative Agent and the Lenders and dated the Effective Date) of
      Special Counsel, substantially in the form of Exhibit C (and the
      Administrative Agent requests Special Counsel to deliver such opinion).

            (d) Corporate Matters. The Administrative Agent (or Special Counsel)
      shall have received such documents and certificates as the Administrative
      Agent or Special Counsel may reasonably request relating to the
      organization, existence and good standing of each Credit Party, the
      authorization of the Transactions and any other legal matters relating to
      the Credit Parties, this Agreement, the other Loan Documents or the
      Transactions, all in form and substance reasonably satisfactory to the
      Administrative Agent and Special Counsel.


                                Credit Agreement
<PAGE>
                                      -71-


            (e) Financial Officer Certificate. The Administrative Agent (or
      Special Counsel) shall have received a certificate, dated the Effective
      Date and signed by the President, a Vice President or a Financial Officer
      of the Company, confirming compliance with the conditions set forth in
      paragraphs (a) and (b) of Section 5.03.

            (f) Notes. The Administrative Agent (or Special Counsel) shall have
      received for each Lender that shall have requested a promissory note, a
      duly completed and executed promissory note for such Lender.

            (g) Pledge Agreement. The Administrative Agent (or Special Counsel)
      shall have received (i) from each Obligor a counterpart of the Pledge
      Agreement signed on behalf of such Obligor and (ii) to the extent not
      previously delivered under the Existing Credit Agreement, the stock
      certificates and/or membership interest certificates identified under the
      name of such Obligor in Annex 1 thereto, accompanied by undated stock
      powers and/or membership interest powers, as applicable, executed in
      blank. In addition, each Obligor shall have taken such other action
      (including, to the extent not previously effected under the Existing
      Credit Agreement, delivering to the Administrative Agent for filing,
      appropriately completed Uniform Commercial Code financing statements) as
      the Administrative Agent shall have requested in order to perfect the
      security interests created pursuant to the Pledge Agreement.

            (h) Holdings Guaranty and Pledge Agreement. The Administrative Agent
      (or Special Counsel) shall have received (i) from Holdings a counterpart
      of the Holdings Guaranty and Pledge Agreement signed on behalf of Holdings
      and (ii) to the extent not previously delivered under the Existing Credit
      Agreement, the stock certificates for the Company identified in Annex 1
      thereto, accompanied by undated stock powers executed in blank and the
      Instruments (as defined in the Holdings Guaranty) identified in Annex 3
      thereto, accompanied by undated powers executed in blank. In addition,
      Holdings shall have taken such other action (including, to the extent not
      previously effected under the Existing Credit Agreement, delivering to the
      Administrative Agent for filing, appropriately completed and duly executed
      copies of Uniform Commercial Code financing statements) as the
      Administrative Agent shall have requested in order to perfect the security
      interests created pursuant to the Holdings Guaranty and Pledge Agreement.


                                Credit Agreement
<PAGE>
                                      -72-


            (i) Solvency Certificate. The Administrative Agent shall have
      received a certificate from a Financial Officer of the Company to the
      effect that, as of the Effective Date, after giving effect to the initial
      Loans hereunder and to the other Transactions:

                  (i) the aggregate value of all properties of the Company and
            its Subsidiaries at their present fair saleable value (i.e., the
            amount that may be realized within a reasonable time, considered to
            be six months to one year, either through collection or sale at the
            regular market value, conceiving the latter as the amount that could
            be obtained for the property in question within such period by a
            capable and diligent businessman from an interested buyer who is
            willing to purchase under ordinary selling conditions), exceed the
            amount of all the debts and liabilities (including contingent,
            subordinated, unmatured and unliquidated liabilities) of the Company
            and its Subsidiaries,

                  (ii) the Company and its Subsidiaries will not, on a
            consolidated basis, have an unreasonably small capital with which to
            conduct their business operations as heretofore conducted and

                  (iii) the Company and its Subsidiaries will have, on a
            consolidated basis, sufficient cash flow to enable them to pay their
            debts as they mature.

      Such certificate shall include a statement to the effect that the
      financial projections and underlying assumptions contained in such
      analysis are, fair and reasonable and accurately computed.

            (j) Insurance. The Administrative Agent shall have received a
      certificate of a Financial Officer setting forth the insurance obtained by
      the Company in accordance with the requirements of Section 6.05 and
      stating that such insurance is in full force and effect and that all
      premiums then due and payable thereon have been paid.

            (k) Repayment of Indebtedness under Existing Credit Agreement. The
      Company shall have repaid in full the principal of and interest on all of
      the "Loans" outstanding under the Existing Credit Agreement and all other
      amounts owing by the Company thereunder (other than in respect of "Letters
      of Credit" which, as provided in Section 2.04(j), shall be continued as
      Letters of Credit hereunder) and all commitments under the Existing Credit
      Agreement shall have been terminated.


                                Credit Agreement
<PAGE>

                                      -73-


            (l) Other Documents. The Administrative Agent shall have received
      such other documents as the Administrative Agent or any Lender or Special
      Counsel shall have reasonably requested.

            (m) Fees and Expenses. The Administrative Agent shall have received
      all fees and other amounts due and payable on or prior to the Effective
      Date, including, to the extent invoiced, reimbursement or payment of all
      out-of-pocket expenses required to be reimbursed or paid by the Company
      hereunder.

            The Administrative Agent shall notify the Company and the Lenders of
the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans, and
of the Issuing Lenders to issue Letters of Credit, hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) at or prior to 12:00 p.m., New York City time, on
October 14, 2005 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

            SECTION 5.02. INCREMENTAL LOAN BORROWINGS.

            (a) Incremental Loans to the Company. The obligation of each
Incremental Loan Lender to make an Incremental Loan to the Company on the
occasion of any Borrowing is subject to the receipt by the Administrative Agent
of evidence satisfactory to it that after giving effect to such Borrowing and
the other transactions that are to occur on the date of such Borrowing (under
the assumption that such Borrowing and such other transactions had been
consummated on the first day of the respective periods for which calculations
are to be made under the covenants set forth in Section 7.09), the Company would
have been in compliance with the applicable provisions of Section 7.09, and a
Financial Officer shall have delivered a certificate to the foregoing effect to
the Administrative Agent.

            (b) Incremental Loans to the Subsidiary Borrower. The Company may
designate a Wholly Owned Subsidiary of the Company organized under the laws of
Puerto Rico as the "Subsidiary Borrower" hereunder (herein, the "Subsidiary
Borrower"). The obligation of each Incremental Loan Lender to make an
Incremental Loan to the Subsidiary Borrower is subject to the receipt by the
Administrative Agent of each of the following documents, each of which shall be
satisfactory to the Administrative Agent (and to the extent specified below, to
each Incremental Loan Lender) in form and substance (or such condition shall
have been waived in accordance with Section 10.02):


                                Credit Agreement
<PAGE>
                                      -74-


            (i) Subsidiary Borrower Designation Letter. A completed Subsidiary
      Borrower Designation Letter, substantially in the form of Exhibit G,
      executed by the Company and the Subsidiary Borrower.

            (ii) Organizational Documents. Such documents and certificates as
      the Administrative Agent or Special Counsel may reasonably request
      relating to the organization, existence and good standing of the
      Subsidiary Borrower, the authorization of the Transactions and any other
      legal matters relating to the Subsidiary Borrower, this Agreement, the
      Subsidiary Borrower Designation Letter or the Transactions, all in form
      and substance satisfactory to the Administrative Agent and Special
      Counsel.

            (iii) Opinion of Counsel to the Subsidiary Borrower. If requested by
      the Administrative Agent, a favorable written opinion of counsel,
      satisfactory to the Administrative Agent, for such Subsidiary Borrower.

            (iv) Compliance with Financial Covenants. Evidence satisfactory to
      the Administrative Agent that after giving effect to such Borrowing and
      the other transactions that are to occur on the date of such Borrowing
      (under the assumption that such Borrowing and such other transactions had
      been consummated on the first day of the respective periods for which
      calculations are to be made under the covenants set forth in Section
      7.09), the Company would have been in compliance with the applicable
      provisions of Section 7.09, and a Financial Officer shall have delivered a
      certificate to the foregoing effect to the Administrative Agent.

            (v) Availability. Such Loan shall be made on or before March 31,
      2006.

            (vi) Other Documents. Such other documents as the Administrative
      Agent or any Incremental Loan Lender or Special Counsel may reasonably
      request.

            SECTION 5.03. EACH EXTENSION OF CREDIT. The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of an Issuing Lender
to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

            (a) Representations and Warranties. The representations and
      warranties of each Credit Party set forth in this Agreement and the other
      Loan Documents shall be true and correct on and as of the date of such
      Borrowing, or (as applicable) the date of issuance, amendment, renewal or
      extension of such Letter of Credit, both before and after giving effect
      thereto and to the use of the proceeds thereof (or, if any such
      representation


                                Credit Agreement
<PAGE>
                                      -75-


      or warranty is expressly stated to have been made as of a specific date,
      such representation or warranty shall be true and correct as of such
      specific date).

            (b) No Defaults. At the time of and immediately after giving effect
      to such Borrowing, or (as applicable) the date of issuance, amendment,
      renewal or extension of such Letter of Credit, no Default shall have
      occurred and be continuing.

            (c) Consummation of Acquisition. To the extent that the proceeds of
      such Loans are being applied to finance in whole or in part any
      Acquisition that is not permitted under Section 7.04(e) (and that,
      therefore, is being consummated with the consent of the Required Lenders),
      evidence that such Acquisition shall have been (or shall be
      simultaneously) consummated in all material respects in accordance with
      the terms of the respective acquisition agreement (it being understood
      that any modifications, supplements or waivers thereof, or consents or
      determinations made by the parties thereto, that shall affect in any
      material respect the provisions of such acquisition shall have been
      consented to by the Required Lenders), and the Administrative Agent shall
      have received a certificate of a Financial Officer to such effect and to
      the effect that attached thereto are true and complete copies of the
      documents delivered in connection with the closing of such Acquisition. In
      addition, the Administrative Agent shall have received copies of the legal
      opinions delivered to the Company pursuant to such acquisition agreement
      in connection with such Acquisition.

Each Borrowing Request, or request for issuance, amendment, renewal or extension
of a Letter of Credit, shall be deemed to constitute a representation and
warranty by the Company (both as of the date of such Borrowing Request, or
request for issuance, amendment, renewal or extension, and as of the date of the
related Borrowing or issuance, amendment, renewal or extension) as to the
matters specified in paragraphs (a) and (b) of this Section 5.03.


                                Credit Agreement
<PAGE>
                                      -76-


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

            Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each Obligor covenants and
agrees with the Lenders that:

            SECTION 6.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Company will furnish to the Administrative Agent and each Lender:

            (a) as soon as available, but in any event no later than the earlier
      of (x) 90 days after the end of each fiscal year of the Company and (y)
      the date the financial statements for the Company and its Subsidiaries
      referred to in clause (i) below are required to be filed with the
      Securities and Exchange Commission:

                  (i) consolidated and consolidating statements of income,
            retained earnings and cash flows of the Company and its Subsidiaries
            (and, separately stated, of the Company and its Restricted
            Subsidiaries) for such fiscal year and the related consolidated and
            consolidating balance sheets of the Company and its Subsidiaries
            (and, separately stated, of the Company and its Restricted
            Subsidiaries) as at the end of such fiscal year, setting forth in
            each case in comparative form the corresponding consolidated and
            consolidating figures for the preceding fiscal year,

                  (ii) an opinion of independent certified public accountants of
            recognized national standing (without a "going concern" or like
            qualification or exception and without any qualification or
            exception as to the scope of such audit) stating that said
            consolidated financial statements referred to in the preceding
            clause (i) fairly present the consolidated financial condition and
            results of operations of the Company and its Subsidiaries (and of
            the Company and its Restricted Subsidiaries, as the case may be) as
            at the end of, and for, such fiscal year in accordance with
            generally accepted accounting principles, and a statement of such
            accountants to the effect that, in making the examination necessary
            for their opinion, nothing came to their attention that caused them
            to believe that the Company was not in compliance with Section 7.09,
            insofar as such Section relates to accounting matters, and


                                Credit Agreement
<PAGE>
                                      -77-


                  (iii) certifications of each of the chief executive officer
            and chief financial officer of the Company substantially similar in
            form and substance to the certifications required pursuant to
            Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the
            "Sarbanes-Oxley Act") and the applicable rules under the Exchange
            Act and otherwise in accordance with the requirements of the
            Sarbanes-Oxley Act and the Exchange Act, including a certification
            that (A) said consolidated financial statements referred to in the
            preceding clause (i) do not contain any untrue statement of a
            material fact or omit to state a material fact necessary to make the
            statements made, in light of the circumstances under which such
            statements were made, not misleading, and (B) such consolidated
            financial statements fairly present in all material respects the
            financial condition, results of operations and cash flows of the
            Company and its Subsidiaries on a consolidated basis as of and for
            the periods presented in accordance with GAAP consistently applied;

            (b) as soon as available, but in any event no later than the earlier
      of (x) 55 days after the end of each of the first three fiscal quarters of
      the Company and (y) the date the financial statements for the Company and
      its Subsidiaries referred to in clause (i) below are required to be filed
      with the Securities and Exchange Commission:

                  (i) consolidated and consolidating statements of income,
            retained earnings and cash flows of the Company and its Subsidiaries
            (and, separately stated, of the Company and its Restricted
            Subsidiaries) for such period and for the period from the beginning
            of the respective fiscal year to the end of such period, and the
            related consolidated and consolidating balance sheets of the Company
            and its Subsidiaries (and, separately stated, of the Company and its
            Restricted Subsidiaries) as at the end of such period, setting forth
            in each case in comparative form the corresponding consolidated and
            consolidating figures for the corresponding period in the preceding
            fiscal year (except that, in the case of balance sheets, such
            comparison shall be to the last day of the prior fiscal year),

                  (ii) certifications of each of the chief executive officer and
            chief financial officer of the Company substantially similar in form
            and substance to the certifications required pursuant to Sections
            302 and 906 of the Sarbanes-Oxley Act and the applicable rules under
            the Exchange Act and otherwise in accordance with the requirements
            of the Sarbanes-Oxley Act and the Exchange Act, including a
            certification that (A) said consolidated financial statements
            referred to in the preceding clause (i) do not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the


                                Credit Agreement
<PAGE>
                                      -78-


            circumstances under which such statements were made, not misleading,
            and (B) such financial statements fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the Company and its Subsidiaries on a consolidated basis as
            of and for the periods presented in accordance with GAAP
            consistently applied, subject to normal year-end audit adjustments
            and the absence of footnotes;

            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer (i)
      certifying as to whether a Default has occurred and, if a Default has
      occurred, specifying the details thereof and any action taken or proposed
      to be taken with respect thereto, (ii) setting forth reasonably detailed
      calculations demonstrating compliance with Section 7.06 and 7.09, (iii)
      identifying in reasonable detail any Restricted Payments made by the
      Company or any of its Restricted Subsidiaries during the period covered by
      said financial statements to enable Holdings to pay Qualified Holdings
      Obligations and (iv) stating whether any change in GAAP or in the
      application thereof has occurred since the date of the audited financial
      statements referred to in Section 4.04 and, if any such change has
      occurred, specifying the effect of such change on the financial statements
      accompanying such certificate;

            (d) concurrently with any delivery of financial statements under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial statements stating whether they obtained knowledge during
      the course of their examination of such financial statements of any
      Default under Sections 7.01, 7.02, 7.03, 7.04, 7.05, 7.06, 7.07, 7.09 or
      7.11 hereof (which certificate may be limited to the extent required by
      accounting rules or guidelines and in any event shall be limited to
      Defaults insofar as they may relate to accounting matters);

            (e) promptly after the same become publicly available, copies of all
      registration statements, regular periodic reports and press releases filed
      by the Company or any Subsidiary with the Securities and Exchange
      Commission, or any Governmental Authority succeeding to any or all of the
      functions of said Commission, or with any national securities exchange;

            (f) promptly upon the mailing thereof to the shareholders of the
      Company generally or to the holders of the Senior Subordinated Notes, the
      New Senior Subordinated Notes or New Senior Notes (or any Refunding
      Indebtedness) generally, copies of all financial statements, reports and
      proxy statements so mailed; and


                                Credit Agreement
<PAGE>
                                      -79-


            (g) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Company or any Subsidiary, or compliance with the terms of this Agreement,
      as the Administrative Agent or any Lender may reasonably request.

            SECTION 6.02. NOTICES OF MATERIAL EVENTS. The Company will furnish
to the Administrative Agent and each Lender prompt written notice of the
following:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Affiliate thereof that, if adversely determined, could
      reasonably be expected to result in a Material Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in liability of the Company and its Subsidiaries in an aggregate
      amount exceeding $5,000,000; and

            (d) any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 6.02 shall be accompanied by a
statement of a Financial Officer or other executive officer of the Company
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

            SECTION 6.03. EXISTENCE; CONDUCT OF BUSINESS. The Company will, and
will cause each of its Restricted Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
7.04.

            SECTION 6.04. PAYMENT OF OBLIGATIONS. The Company will, and will
cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Company or such Subsidiary has set aside on its books adequate reserves


                                Credit Agreement
<PAGE>
                                      -80-


with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

            SECTION 6.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Company
will, and will cause each of its Restricted Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, and (b) maintain, with
financially sound and reputable insurance companies, insurance in such amounts
and against such risks as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar locations.

            SECTION 6.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The Company
will, and will cause each of its Restricted Subsidiaries to, keep proper books
of record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Company will, and will cause each of its Restricted Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested. The Company, in
consultation with the Administrative Agent, will arrange for a meeting to be
held at least once every year with the Lenders hereunder at which the business
and operations of the Company and its Restricted Subsidiaries are discussed.

            SECTION 6.07. FISCAL YEAR. To enable the ready and consistent
determination of compliance with the covenants set forth in Section 7.09 hereof,
the Company and its Subsidiaries will not change the last day of their fiscal
year from December 31 of each year, or the last day of the first three fiscal
quarters in each of its fiscal years from March 31, June 30 and September 30,
respectively.

            SECTION 6.08. COMPLIANCE WITH LAWS. The Company will, and will cause
each of its Restricted Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority (including Environmental Laws)
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

            SECTION 6.09. USE OF PROCEEDS. The proceeds of the Term Loans and
the Revolving Loans will be used only (i) to refinance Indebtedness outstanding
under the Existing Credit Agreement, (ii) for fees and expenses related to the
transactions referred to in the foregoing clause (i) and (iii) to provide funds
for Acquisitions and for the general corporate purposes of the Company and its
Restricted Subsidiaries (including to make Restricted


                                Credit Agreement
<PAGE>
                                      -81-


Payments). The proceeds of the Incremental Loans will be used only for (i)
Acquisitions and (ii) the general corporate purposes of the Company and its
Restricted Subsidiaries in the ordinary course of business (including to make
Restricted Payments). No part of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X.

            SECTION 6.10. CERTAIN OBLIGATIONS RESPECTING RESTRICTED SUBSIDIARIES
AND COLLATERAL SECURITY.

            (a) Subsidiary Guarantors. In the event that the Company shall form
or cause to be formed or acquire any new Subsidiary (other than an Unrestricted
Subsidiary, an Inactive Subsidiary or a Subsidiary that is a partnership or
limited liability company that is not a Wholly Owned Subsidiary) after the date
hereof then, subject to clause (c) below, the Company will, and will cause each
of its Restricted Subsidiaries to, cause such new Subsidiary within ten Business
Days of such formation or acquisition:

            (i) to execute and deliver to the Administrative Agent a Joinder
      Agreement (and thereby to become a party to this Agreement, as a
      "Subsidiary Guarantor" hereunder, and to the Pledge Agreement, as a
      "Securing Party" thereunder) and to pledge and grant to the Administrative
      Agent for the benefit of the Lenders (and their Affiliates party to one or
      more Swap Agreements) hereunder a security interest in any property owned
      by it that is of the type included in the definition of "Collateral" under
      the Pledge Agreement (it being understood that in the case of any equity
      interest in any Non-Guarantor Restricted Foreign Subsidiary owned by the
      Company or any Subsidiary Guarantor, such Obligors shall not be required
      to pledge to the Administrative Agent, for the benefit of the Lenders,
      more than 65% of the voting capital stock of such Subsidiary, but shall be
      required to pledge 100% of any other capital stock of such Subsidiary);

            (ii) to take such action (including delivering such shares of stock
      and delivering such Uniform Commercial Code financing statements) as shall
      be necessary to create and perfect valid and enforceable first priority
      Liens consistent with the provisions of the Pledge Agreement on such
      Collateral under the Pledge Agreement; and

            (iii) to deliver such proof of corporate action, incumbency of
      officers and other documents as is consistent with those delivered by each
      Subsidiary Guarantor pursuant to Section 5.01 upon the Effective Date or
      as the Administrative Agent shall have reasonably requested.


                                Credit Agreement
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                                      -82-


            Without limiting the generality of and notwithstanding the
foregoing, prior to or concurrently with any Subsidiary becoming a guarantor in
respect of any Senior Subordinated Notes, New Senior Subordinated Notes or New
Senior Notes (or in respect of any Refunding Indebtedness), the Company shall
cause such Subsidiary to become a Subsidiary Guarantor hereunder in compliance
with the provisions of the preceding paragraph, whether or not such Subsidiary
is otherwise required to be a Subsidiary Guarantor hereunder.

            (b) Ownership of Restricted Subsidiaries. The Company will, and will
cause each of its Restricted Subsidiaries to, take such action from time to time
as shall be necessary to ensure that the percentage of the equity capital of any
class or character owned by it in any Restricted Subsidiary on the date hereof
(or, in the case of any newly formed or newly acquired Subsidiary, on the date
of formation or acquisition) is not at any time decreased, other than by reason
of transfers to the Company or another Restricted Subsidiary. In the event that
any additional shares of stock shall be issued by any Restricted Subsidiary, the
respective holder of such shares of stock shall forthwith deliver to the
Administrative Agent pursuant to the Pledge Agreement (but subject to the
condition set forth in Section 6.10(a)(i) if such Subsidiary is a Non-Guarantor
Restricted Foreign Subsidiary) the certificates evidencing such shares of stock,
accompanied by undated stock powers executed in blank and to take such other
action as the Administrative Agent shall request to perfect the security
interest created therein pursuant to the Pledge Agreement.

            (c) Foreign Subsidiaries. Notwithstanding the foregoing, the Company
may at any time and from time to time designate (in a written notice to the
Administrative Agent) one or more Foreign Subsidiaries that are Restricted
Subsidiaries as "Non-Guarantor Restricted Foreign Subsidiaries" hereunder,
provided that (i) the aggregate EBITDA attributable to such Subsidiaries
represents in the aggregate no more than 5% of the aggregate EBITDA of the
Company and its Restricted Subsidiaries and (ii) the free cash flow of such
Subsidiaries has been distributed, or is available for distribution, to the
Company at its election at any time. No Subsidiary designated as a Non-Guarantor
Restricted Foreign Subsidiary in compliance with the requirements of the
preceding sentence shall be required to execute, deliver or take the actions set
forth in Section 6.10(a) except to the extent that such Foreign Subsidiary is a
guarantor in respect of any Senior Subordinated Notes, New Senior Subordinated
Notes or New Senior Notes (or in respect of any Refunding Indebtedness), in
which case such Foreign Subsidiary shall automatically cease to be a
"Non-Guarantor Restricted Foreign Subsidiary" hereunder. For purposes hereof,
the Company hereby designates Canadian TODS Limited, a Nova Scotia corporation,
Lamar Transit Advertising Canada, Ltd., a British Columbia corporation and Lamar
Canadian Outdoor Company, a Nova Scotia corporation, as Non-Guarantor Restricted
Foreign Subsidiaries hereunder.


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                                      -83-


            In the event that the Company shall at any time fail to comply with
the requirements of clauses (i) and (ii) of the first sentence of the preceding
paragraph, the Company will (in a written notice to the Administrative Agent)
terminate the designation of one or more Foreign Subsidiaries as Non-Guarantor
Restricted Foreign Subsidiaries hereunder to the extent necessary so that the
Company shall be in compliance with the provisions of such clauses.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each Obligor covenants and agrees with
the Lenders that:

            SECTION 7.01. INDEBTEDNESS. The Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist
any Indebtedness, except:

            (a) Indebtedness created hereunder;

            (b) Indebtedness in respect of notes issued by the Company after the
      date hereof (and any Guarantees of Subsidiaries in respect of such
      Indebtedness) so long as (i) no Default exists at the time of such
      issuance or would result therefrom, (ii) such Indebtedness (and any
      Guarantees of Subsidiaries in respect of such Indebtedness) is
      subordinated upon terms no less favorable (from the standpoint of the
      holders of "Senior Indebtedness" under and as defined in the Senior
      Subordinated Notes Indentures) than the terms of subordination set forth
      in the Senior Subordinated Notes Indentures, (iii) no installments of
      principal of such notes shall be payable (whether by sinking fund
      payments, mandatory redemptions or repurchases or otherwise) earlier than
      the date twelve months after the maturity date for Incremental Loans and
      the Term Loans (without giving effect to the last paragraph of Section
      2.08(c)), (iv) the covenants, events of default and mandatory prepayment
      requirements (whether by sinking fund payments, mandatory redemptions or
      repurchases or otherwise) of such Indebtedness are not more restrictive
      than the corresponding provisions of the Senior Subordinated Notes
      Indentures, (v) after giving effect to the issuance of such notes the
      Company shall be in compliance with Section 7.09 (the determination of
      such compliance to be calculated on a pro forma basis as if such notes had
      been issued as of the first day of the period of four


                                Credit Agreement
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                                      -84-


      fiscal quarters most recently ended prior to the date of such issuance),
      (vi) no Liens are created by the Company or any Subsidiary to secure such
      Indebtedness and (vi) the Company furnishes to the Administrative Agent on
      the date of such issuance a certificate of a Financial Officer
      demonstrating in reasonable detail compliance with the foregoing
      conditions;

            (c) Indebtedness in respect of notes issued by the Company after the
      date hereof (and any Guarantees of Subsidiaries in respect of such
      Indebtedness) so long as (i) no Default exists at the time of such
      issuance or would result therefrom, (ii) no installments of principal of
      such notes shall be payable (whether by sinking fund payments, mandatory
      redemptions or repurchases or otherwise) earlier than the date twelve
      months after the maturity date for Incremental Loans or the Term Loans,
      whichever is later (without giving effect to the last paragraph of Section
      2.08(c)), (iii) the covenants, events of default and mandatory prepayment
      requirements (whether by sinking fund payments, mandatory redemptions or
      repurchases or otherwise), of such Indebtedness are not more restrictive
      on the Company and its Subsidiaries than the covenants, events of default
      and mandatory prepayment requirements customarily found in notes of
      similar issuers issued under Rule 144A, or in a public offering, as
      reasonably determined by the Administrative Agent and the terms and
      conditions thereof are not inconsistent with the provisions of the Loan
      Documents as determined by the Administrative Agent and do not, in any
      event, impose restrictions such as the imposition of an incurrence test
      (except to the extent that such incurrence test expressly permits the
      incurrence of Indebtedness hereunder up to amount equal to the then
      current aggregate amount of the Commitments), (iv) the aggregate face
      amount of all such notes issued after the date hereof does not exceed
      $350,000,000 at any one time outstanding, (v) after giving effect to the
      issuance of such notes the Company shall be in compliance with Section
      7.09 (the determination of such compliance to be calculated on a pro forma
      basis as if such notes had been issued as of the first day of the period
      of four fiscal quarters most recently ended prior to the date of such
      issuance), (vi) no Liens are created by the Company or any Subsidiary to
      secure such Indebtedness and (vii) the Company furnishes to the
      Administrative Agent on the date of such issuance a certificate of a
      Financial Officer demonstrating in reasonable detail compliance with the
      foregoing conditions;

            (d) Indebtedness existing on the date hereof and set forth in
      Schedule 4.13, or existing on the date hereof and not required by Section
      4.13 to be included in such Schedule;

            (e) any extension, renewal, refunding or replacement of any
      Indebtedness referred to in paragraph (c) or (d) above, including any
      Guarantees of Subsidiaries in


                                Credit Agreement
<PAGE>
                                      -85-


      respect of such Indebtedness so long as (x) in the case of all such
      Indebtedness, such extension, renewal, refunding or replacement does not
      increase the principal amount of such Indebtedness other than an increase
      in the principal amount of such Indebtedness due to the payment of
      premiums, fees and costs associated with any such extension, renewal,
      refunding or replacement, (y) in the case of any extension, renewal,
      refunding or replacement of Senior Subordinated Notes, such Senior
      Subordinated Notes, as so extended, renewed, refunded or replaced, would
      have been permitted to be issued on the date of such extension, renewal,
      refunding or replacement under paragraph (b) above and (z) in the case of
      any extension, renewal, refunding or replacement of Indebtedness incurred
      under paragraph (c) above, such Indebtedness, as so extended, renewed,
      refunded or replaced, would have been permitted to be issued on the date
      of such extension, renewal, refunding or replacement under paragraph (c)
      above, provided that this clause (e) shall not, after the Closing Date,
      permit any such Indebtedness identified on Schedule 4.13 that is to be
      paid on the Closing Date;

            (f) Indebtedness of the Company to any Restricted Subsidiary and of
      any Restricted Subsidiary to the Company or any other Restricted
      Subsidiary;

            (g) Guarantees permitted under Section 7.03;

            (h) Indebtedness of the Company (and of Subsidiaries in respect of
      Guarantees thereof) under Equity Hedging Arrangements, so long as the
      aggregate maximum contingent or potential liability thereunder shall not
      on any date exceed $12,000,000 minus the aggregate amount in fact paid by
      the Company under all Equity Hedging Arrangements during the period
      commencing on the date hereof and ending on such date;

            (i) Mirror Loan Indebtedness in an aggregate principal amount up to
      but not exceeding $287,500,000 at any one time outstanding; and

            (j) additional Indebtedness of the Company or any Restricted
      Subsidiary (determined on a consolidated basis without duplication in
      accordance with GAAP) in an aggregate principal amount up to but not
      exceeding $150,000,000 at any one time outstanding.

            SECTION 7.02. LIENS. The Company will not, and will not permit any
Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on
any Property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:


                                Credit Agreement
<PAGE>
                                      -86-


            (a) Liens created under the Security Documents;

            (b) any Lien on any property or asset of the Company or any
      Restricted Subsidiary existing on the date hereof and set forth in
      Schedule 7.02, provided that (i) such Lien shall not apply to any other
      property or asset of the Company or any Restricted Subsidiary and (ii)
      such Lien shall secure only those obligations which it secures on the date
      hereof and extensions, renewals and replacements thereof that do not
      increase the outstanding principal amount thereof;

            (c) Liens imposed by any Governmental Authority for taxes,
      assessments or charges not yet due or (in the case of property taxes and
      assessments not exceeding $2,000,000 in the aggregate more than 90 days
      overdue) or which are being contested in good faith and by appropriate
      proceedings if adequate reserves with respect thereto are maintained on
      the books of the Company or the affected Restricted Subsidiaries, as the
      case may be, in accordance with GAAP;

            (d) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens, and vendors' Liens imposed by statute or
      common law not securing the repayment of Indebtedness, arising in the
      ordinary course of business which are not overdue for a period of more
      than 60 days or which are being contested in good faith and by appropriate
      proceedings and Liens securing judgments (including, without limitation,
      pre-judgment attachments) but only to the extent for an amount and for a
      period not resulting in an Event of Default under Section 9(j) hereof;

            (e) pledges or deposits under worker's compensation, unemployment
      insurance and other social security legislation;

            (f) deposits to secure the performance of bids, tenders, trade
      contracts (other than for borrowed money), leases (other than capital
      leases), statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature incurred in the ordinary course of
      business;

            (g) easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business and encumbrances
      consisting of zoning restrictions, easements, licenses, restrictions on
      the use of Property or minor imperfections in title thereto which, in the
      aggregate, are not material in amount, and which do not, in the aggregate,
      materially detract from the value of the Property of the Company and its
      Restricted Subsidiaries or interfere with the ordinary conduct of the
      business of the Company or any of its Restricted Subsidiaries;


                                Credit Agreement
<PAGE>
                                      -87-


            (h) additional Liens upon real and/or personal Property created
      after the date hereof provided that the aggregate amount of obligations
      secured thereby shall not exceed $30,000,000;

            (i) Liens consisting of bankers' liens and rights of setoff, in each
      case, arising by operation of law, and Liens on documents presented in
      letters of credit drawings; and

            (j) Liens on fixed or capital assets acquired, constructed or
      improved by the Company or any Restricted Subsidiary, provided that (i)
      such Liens secure Indebtedness permitted by Section 7.01(j), (ii) such
      Liens and the Indebtedness secured thereby are incurred prior to or within
      90 days after such acquisition or the completion of such construction or
      improvement, (iii) the Indebtedness secured thereby does not exceed the
      cost of acquiring, constructing or improving such fixed or capital assets
      and (iv) such security interests shall not apply to any other property or
      assets of the Company or any Restricted Subsidiary.

            SECTION 7.03. CONTINGENT LIABILITIES; SURETY BONDS.

            (a) Contingent Liabilities. The Company will not, and will not
permit any Restricted Subsidiary to, Guarantee the Indebtedness or other
obligations of any Person, or Guarantee the payment of dividends or other
distributions upon the stock of, or the earnings of, any Person, except:

            (i) endorsements of negotiable instruments for deposit or collection
      or similar transactions in the ordinary course of business;

            (ii) Guarantees by the Company of Indebtedness or other obligations
      of any Subsidiary and by any Restricted Subsidiary of Indebtedness or
      other obligations of the Company or any other Subsidiary, provided that,
      during any period when the Total Debt Ratio is greater than 5.00 to 1, the
      aggregate amount of such Guarantees by the Company and its Restricted
      Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject
      to the limitations set forth in Section 7.05(a)(i) upon Investments
      represented by such Guarantees;

            (iii) Guarantees by the Company and any Restricted Subsidiary of
      Indebtedness or other obligations of Holdings permitted pursuant to the
      Holdings Guaranty and Pledge Agreement in an aggregate principal amount up
      to but not exceeding $80,000,000; provided that such Indebtedness or other
      obligation of Holdings guaranteed pursuant to this clause (iii) consists
      either of (x) purchase money indebtedness


                                Credit Agreement
<PAGE>
                                      -88-


      for the purchase or leasing of equipment used or to be used by the Company
      and its Restricted Subsidiaries or (y) obligations of Holdings in respect
      of surety bonds issued to support the business or operations of the
      Company and its Restricted Subsidiaries;

            (iv) Guarantees in effect on the date hereof which are disclosed in
      Schedule 7.03, any replacements thereof in amounts not exceeding such
      Guarantees and any additions thereto, provided the additions thereto do
      not exceed $10,000,000 outstanding in the aggregate;

            (v) Surety Bonds, subject, however, to the limits set forth in
      Section 7.03(b);

            (vi) all transactions with or for the benefit of Affiliates that
      are expressly permitted under the proviso in Section 7.07;

            (vii) obligations in respect of Letters of Credit; and

            (viii) Guarantees permitted under Section 7.01.

            (b) Surety Bonds. The Company shall not, and shall not permit any
Restricted Subsidiary to, create, incur or suffer to exist any obligations
(contingent or otherwise) with respect to any Surety Bonds on behalf of
Affiliates in an aggregate face amount (as to the Company and the Restricted
Subsidiaries taken together) exceeding $50,000,000 at any time outstanding.

            SECTION 7.04. FUNDAMENTAL CHANGES. The Company will not, nor will it
permit any of its Restricted Subsidiaries to, enter into any transaction of
merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution). The Company will not, nor
will it permit any of its Restricted Subsidiaries to, acquire any business or
property from, or capital stock of, or be a party to any acquisition of, any
Person except for purchases of inventory and other property to be sold or used
in the ordinary course of business, Investments permitted under Section 7.05 and
Capital Expenditures. The Company will not, nor will it permit any of its
Restricted Subsidiaries to, convey, sell, lease, transfer or otherwise dispose
of, in one transaction or a series of transactions, any part of its business or
property, whether now owned or hereafter acquired (including, without
limitation, receivables and leasehold interests, but excluding (x) obsolete or
worn-out property, tools or equipment no longer used or useful in its business
and (y) any inventory or other property sold or disposed of in the ordinary
course of business and on ordinary business terms).


                                Credit Agreement
<PAGE>
                                      -89-


            Notwithstanding the foregoing provisions of this Section 7.04:

            (a) any Restricted Subsidiary may be merged or consolidated with or
      into any other Restricted Subsidiary; provided that if any such
      transaction shall be between a Restricted Subsidiary and a Wholly Owned
      Restricted Subsidiary of the Company, the Wholly Owned Restricted
      Subsidiary shall be the continuing or surviving corporation;

            (b) any Restricted Subsidiary may sell, lease, transfer or otherwise
      dispose of any or all of its property (upon voluntary liquidation or
      otherwise) to any Wholly Owned Restricted Subsidiary of the Company;

            (c) the capital stock of any Restricted Subsidiary may be sold,
      transferred or otherwise disposed of to the Company or any Wholly Owned
      Restricted Subsidiary of the Company;

            (d) the Company or any of its Restricted Subsidiaries may sell
      assets (including, without limitation, capital stock issued by any of
      their respective Subsidiaries) for fair market value provided that (i) the
      aggregate amount of Disposition Investments and other non-cash proceeds
      (valued at the fair market value thereof determined in good faith by the
      Board of Directors of the Company) received by the seller in the sale of
      any asset shall not exceed 25% of the total sales price for such asset
      (including (A) the amount of liabilities, if any, assumed as a portion of
      the sales price and (B) the amount of any repayment by the seller of the
      principal of Indebtedness to the extent that (X) such Indebtedness is
      secured by a Lien on such asset and (Y) the seller is required by the
      transferee of (or holder of a Lien on) such assets to repay such principal
      as a condition to the purchase of such asset) and (ii) no more than 10% of
      EBITDA for any fiscal year of the Company shall be attributable to all
      such assets so sold in the following fiscal year of the Company;

            (e) the Company or any Wholly Owned Restricted Subsidiary of the
      Company may acquire any business, and the related assets, of any other
      Person including of an Unrestricted Subsidiary (whether by way of purchase
      of assets or stock, by merger or consolidation or otherwise), so long as:

                  (i) such Acquisition (if by purchase of assets, merger or
            consolidation) shall be effected in such manner so that the acquired
            business, and the related assets, are owned either by the Company or
            a Wholly Owned Restricted Subsidiary of the Company and, if effected
            by merger or consolidation involving the Company, the Company shall
            be the continuing or surviving entity


                                Credit Agreement
<PAGE>
                                      -90-


            and, if effected by merger or consolidation involving a Wholly Owned
            Restricted Subsidiary of the Company, such Wholly Owned Restricted
            Subsidiary shall be the continuing or surviving entity;

                  (ii) such Acquisition (if by purchase of stock) shall be
            effected in such manner so that the acquired entity becomes a Wholly
            Owned Restricted Subsidiary of the Company;

                  (iii) after giving effect to such Acquisition the Company
            shall be in compliance with Section 7.09 (the determination of such
            compliance to be calculated on a pro forma basis, as at the end of
            and for the period of four fiscal quarters most recently ended prior
            to the date of such Acquisition for which financial statements of
            the Company and its Restricted Subsidiaries are available, under the
            assumption that such Acquisition shall have occurred, and any
            Indebtedness in connection therewith shall have been incurred, at
            the beginning of the applicable period, and under the assumption
            that interest for such period had been equal to the actual weighted
            average interest rate in effect for the Loans hereunder on the date
            of such Acquisition) and, in the event that the aggregate amount of
            expenditures in respect of such Acquisition shall exceed
            $75,000,000, the Company shall have delivered to the Administrative
            Agent a certificate of a Financial Officer showing calculations in
            reasonable detail to demonstrate compliance with this subclause
            (iii); and

                  (iv) immediately prior to such Acquisition and after giving
            effect thereto, no Default shall have occurred and be continuing;
            and

            (f) the Company and its Restricted Subsidiaries may dispose of any
      one or more outdoor properties in exchange for one or more other outdoor
      properties (including logo signage businesses), so long as the percentage
      of the aggregate EBITDA attributable to the properties so disposed of
      during any single fiscal year does not exceed 10% of the aggregate EBITDA
      of the Company and its Restricted Subsidiaries for the most recently-ended
      fiscal year (such EBITDA to be determined for these purposes without
      giving effect to the last paragraph of the definition of such term in
      Section 1.01).


                                Credit Agreement
<PAGE>
                                      -91-


            SECTION 7.05. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND
ACQUISITIONS; SWAP AGREEMENTS.

            (a) Investments, Etc. The Company will not, and will not permit any
of its Restricted Subsidiaries to, make or permit to remain outstanding any
Investment, except:

            (i) Investments by the Company and its Restricted Subsidiaries in
      Subsidiaries and by any Restricted Subsidiary in the Company (including
      Guarantees by the Company of Indebtedness of any Subsidiary and by any
      Restricted Subsidiary of Indebtedness of the Company or any other
      Subsidiary), provided that the aggregate amount of any such Investments
      (including Guarantees) by the Company and its Restricted Subsidiaries in
      Unrestricted Subsidiaries after the date hereof (net of returns on such
      Investments after the date hereof) shall not exceed $150,000,000 and no
      such Investment may be made at any time that a Default exists or if a
      Default would result therefrom;

            (ii) Permitted Investments;

            (iii) operating deposit accounts with banks;

            (iv) Disposition Investments received in connection with any
      Disposition permitted under Section 7.04(d) or any Disposition to which
      the Lenders shall have consented in accordance with Section 10.02;

            (v) Investments consisting of (x) loans made by the Company to any
      Special Acquisition Subsidiary, so long as (A) such loan is made to such
      Special Acquisition Subsidiary to enable the repayment of Indebtedness
      assumed in connection with the acquisition referred to in the definition
      of "Special Acquisition Subsidiary", (B) no such loan shall be outstanding
      for a period of more than five Business Days unless, prior to the
      expiration of such period, such Special Acquisition Subsidiary shall have
      been contributed to the Company or a Restricted Subsidiary and become a
      Wholly Owned Subsidiary of the Company and (C) the aggregate principal
      amount of all such loans outstanding at any one time to all Special
      Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other
      Investments in Affiliates not exceeding $40,000,000 at any one time
      outstanding;

            (vi) Investments in Affiliates described in, and permitted by,
      Section 7.07 (other than clause (iii) of the proviso to Section 7.07);


                                Credit Agreement

<PAGE>
                                      -92-


            (vii) any purchase by the Company of securities in respect of
      Restricted Indebtedness to the extent such purchase is permitted by
      Section 7.11, so long as the same are delivered for cancellation to the
      respective trustee within 3 Business Days of such purchase);

            (viii) Investments consisting of Guarantees permitted under Section
      7.03; and

            (ix) additional Investments in Persons that are not Affiliates up to
      but not exceeding $150,000,000 in the aggregate at any one time
      outstanding, provided that no such Investment may be made at any time that
      a Default exists or if a Default would result therefrom.

            (b) Swap Agreements. The Company will not, and will not permit any
of its Restricted Subsidiaries to, enter into any Swap Agreement, other than
Swap Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which the Company or any Restricted Subsidiary is exposed in
the conduct of its business or the management of its liabilities.

            SECTION 7.06. RESTRICTED PAYMENTS. The Company will not, nor will it
permit any of its Restricted Subsidiaries to, declare or make any Restricted
Payment at any time; provided, however, that the Company may declare and make
Restricted Payments in cash (including, without limitation, Restricted Payments
to Affiliates), subject to the satisfaction of each of the following conditions
on the date of such Restricted Payment and after giving effect thereto:

            (i) no Default shall have occurred and be continuing (except
      Restricted Payments may be made to Holdings in an aggregate amount up to
      $500,000 in any single fiscal year in order to allow Holdings to pay
      dividends on its Series AA Preferred Stock, notwithstanding that a Default
      under clause (c) or (d) of Article VIII exists, so long as no other
      Default shall have occurred and be continuing); and

            (ii) if at the time of such Restricted Payment and after giving
      effect thereto (and to any concurrent incurrence of Indebtedness) the
      Total Debt Ratio is greater than 5.00 to 1, then the aggregate amount of
      such Restricted Payment, together with all other Restricted Payments made
      pursuant to this clause (ii), shall not exceed $250,000,000.

            Notwithstanding the foregoing, (w) the Company may make Restricted
Payments consisting of the retirement of employee stock options and other Equity
Rights upon the death, retirement or termination of employment of officers and
employees in an aggregate amount in


                                Credit Agreement
<PAGE>
                                      -93-


any fiscal year not exceeding $3,000,000, so long as at the time thereof and
after giving effect thereto, no Default shall have occurred and be continuing,
(x) the Company may make payments in respect of interest on the Mirror Loan
Indebtedness and to enable Holdings to make scheduled payments of interest on
the Senior Notes, provided that the aggregate of all such payments under this
clause (x) in any single calendar year shall not exceed $8,265,625, (y) the
Company may enter into Equity Hedging Arrangements, so long as the aggregate
maximum contingent or potential liability thereunder shall not on any date
exceed $12,000,000 minus the aggregate amount in fact paid by the Company under
all Equity Hedging Arrangements during the period commencing on the date hereof
and ending on such date and (z) the Company may make Restricted Payments to
enable Holdings to make payments in respect of Qualified Holdings Obligations.

            Nothing herein shall be deemed to prohibit the payment of any
dividend or distribution by any Subsidiary of the Company so long as such
dividends or distributions are declared and paid ratably to the shareholders,
partners and other equity holders of such Subsidiary.

            SECTION 7.07. TRANSACTIONS WITH AFFILIATES. Except as expressly
permitted by this Agreement, the Company will not, nor will it permit any of its
Restricted Subsidiaries to, directly or indirectly (a) make any Investment in an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
property to an Affiliate unless such transaction is effected in the ordinary
course of business and the fair market value of such property transferred, sold,
leased, assigned or otherwise disposed of in any transaction or series of
related transactions is less than or equal to $2,000,000 per fiscal year; (c)
merge into or consolidate with an Affiliate, or purchase or acquire property
from an Affiliate unless such purchase or acquisition is effected in the
ordinary course of business, the fair market value of such property purchased or
acquired in any transaction or series of related transactions is less than or
equal to $2,000,000 per fiscal year and the consideration paid in connection
therewith does not exceed fair market value; or (d) enter into any other
transaction directly or indirectly with or for the benefit of an Affiliate
(including, without limitation, guarantees and assumptions of obligations of an
Affiliate) unless such transaction is effected in the ordinary course of
business, the goods, services, obligations or other consideration that is the
subject of such transaction has a fair market value (or other appropriate value
determined by reference to similar transactions conducted on an arms' length
basis) less than or equal to $2,000,000 per fiscal year and the consideration
received (or paid) by the Company or the relevant Restricted Subsidiary, as the
case may be, is not less than (if received) or more than (if paid) the
consideration that would be received or paid, as the case may be, in a
comparable transaction effected on an arms' length basis with a Person that is
not an Affiliate; provided that:


                                Credit Agreement
<PAGE>
                                      -94-


            (i) any Affiliate who is an individual may serve as a director,
      officer, employee or consultant of the Company or any of its Restricted
      Subsidiaries and receive reasonable compensation for his or her services
      in such capacity;

            (ii) the Company and its Restricted Subsidiaries may engage in and
      continue the transactions with or for the benefit of Affiliates which are
      described in Schedule 7.07;

            (iii) the Company and its Restricted Subsidiaries may make
      Acquisitions of Affiliates so long as (x) the consideration paid in
      connection therewith does not exceed fair market value, as determined by
      the disinterested members of the board of directors of the Company, (y) in
      the case of Acquisitions involving consideration valued in excess of
      $1,000,000, the Company or Restricted Subsidiary, as the case may be,
      shall have delivered a certificate of an independent appraiser to such
      effect and (z) the aggregate amount of consideration for all such
      Acquisitions after the date hereof, together with the aggregate amount of
      other Investments in Affiliates permitted under Section 7.05(a)(v)(y),
      does not exceed $40,000,000;

            (iv) the Company and its Restricted Subsidiaries may enter into and
      be obligated with respect to site leases (and renewals and extensions
      thereof) entered into in the ordinary course of business, so long as the
      Affiliates benefiting from such site leases pay (or reimburse the Company
      or the Restricted Subsidiaries for) their fair share of the expenses
      thereunder and such site leases are otherwise no less favorable to the
      Company and its Restricted Subsidiaries than a comparable transaction
      effected on an arms' length basis with a Person that is not an Affiliate;
      and

            (v) the Company and its Restricted Subsidiaries may enter into and
      continue agreements to provide management services to Affiliates,
      warehouse leases and contracts for the sale of outdoor advertising
      services, in the form customarily entered into, and Surety Bond and
      insurance programs, in each case referred to in this clause (v) in the
      ordinary course of business and in which Affiliates are co-obligors and
      co-beneficiaries, provided that all such Affiliates agree to reimburse the
      Company and each Restricted Subsidiary for their fair share of rent,
      premiums, deposits and other payments required to be made under any such
      agreement or program.

            SECTION 7.08. RESTRICTIVE AGREEMENTS. The Company 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
Company 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


                                Credit Agreement
<PAGE>
                                      -95-


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 Company or any
other Restricted Subsidiary or to Guarantee Indebtedness of the Company 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 or
any New Senior Notes Indenture (or any applicable governing agreement for any
Refunding Indebtedness), (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.

            SECTION 7.09. CERTAIN FINANCIAL COVENANTS.

            (a) Total Debt Ratio. The Company will not permit the Total Debt
Ratio at any time during any period below to exceed the ratio set opposite such
period below:

<TABLE>
<CAPTION>
                         Period                         Ratio
<S>                                                   <C>
            From the Effective Date
              through September 30, 2007              6.00 to 1

            From October 1, 2007
              and at all times thereafter             5.75 to 1
</TABLE>

            (b) Senior Debt Ratio. The Company will not permit the Senior Debt
Ratio at any time to exceed 3.25 to 1.

            (c) Interest Coverage Ratio. The Company will not permit the
Interest Coverage Ratio as at the last day of any fiscal quarter to be less than
or equal to 2.25 to 1.


                                Credit Agreement
<PAGE>
                                      -96-


            (d) Fixed Charges Ratio. The Company will not permit the Fixed
Charges Ratio as at the last day of any fiscal quarter to be less than or equal
to 1.05 to 1.

            SECTION 7.10. LINES OF BUSINESS. Neither the Company nor any of its
Subsidiaries shall engage to any substantial extent in any line or lines of
business activity which would cause earnings from outdoor advertising,
out-of-home media, logo signage and other activities reasonably ancillary
thereto to constitute less than 80% of EBITDA for any period.

            SECTION 7.11. REPAYMENTS OF CERTAIN INDEBTEDNESS. Except as set
forth in Section 6.01(e), the Company 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, any Indebtedness
issued under Section 7.01(c) or any Refunding Indebtedness (herein, "Restricted
Indebtedness"), except for (i) regularly scheduled payments or prepayments of
principal and interest in respect thereof required pursuant to the instruments
evidencing such Restricted Indebtedness, (ii) payments or prepayments made from
the proceeds of Refunding Indebtedness so long as (x) notice of redemption,
payment or prepayment of the Indebtedness to be paid shall have been given to
the holders thereof or shall be given substantially contemporaneously with the
incurrence of such Refunding Indebtedness and (y) the proceeds of such Refunding
Indebtedness shall have been deposited into escrow with irrevocable instructions
to the escrow agent to apply such proceeds to the redemption of, or repurchase
of, such Indebtedness to be paid and (iii) additional payments or prepayments
applied to the redemption (or repurchase and immediate cancellation) of
Restricted Indebtedness, so long as at the time thereof and after giving effect
thereto, (x) no Default shall have occurred and be continuing and (y) the
aggregate amount of such payments made after the date hereof shall not exceed
$100,000,000.

            In addition, the Company will not, nor will it permit any of its
Restricted Subsidiaries to, make any payments of the principal of or interest on
or any other amounts owing in respect of the Mirror Loan Indebtedness except to
the extent the same is permitted as a Restricted Payment under Section 7.06, it
being understood that nothing herein shall be deemed to prohibit (i) any
conversion of the Mirror Loan Indebtedness into common stock of the Company or
(ii) any payment of the principal of the Mirror Loan Indebtedness from the
proceeds of a simultaneous cash investment by Holdings in the common stock of
the Company.

            SECTION 7.12. MODIFICATIONS OF CERTAIN DOCUMENTS. The Company will
not, and will not permit any of its Restricted Subsidiaries to, consent to any
modification, supplement or waiver of any of the documents or agreements
evidencing or governing


                                Credit Agreement
<PAGE>
                                      -97-


any Senior Subordinated Notes or (after the issuance thereof in accordance with
the requirements of Section 7.01(b) or (c), as applicable) any New Senior
Subordinated Notes, New Senior Notes or Mirror Loan Indebtedness without the
prior consent of the Required Lenders, provided that, subject to the last
paragraph of Section 6.10(a), the Company may supplement the Senior Subordinated
Notes Indentures, the New Senior Subordinated Notes Indentures or the New Senior
Notes Indentures in order to (i) add or delete Subsidiaries as guarantors
thereunder as required or permitted by the terms thereof and (ii) to increase
the amount of the notes issued under the respective indentures in accordance
with the terms thereof and as permitted hereunder, without the prior consent of
the Required Lenders. Without limiting the generality of the foregoing, except
for Guarantees by Restricted Subsidiaries of the Company required by the Senior
Subordinated Notes Indentures, the New Senior Subordinated Notes Indentures or
the New Senior Notes Indentures, as the case may be, the Company will not permit
any Restricted Subsidiary to Guarantee any other Subordinated Indebtedness
without the prior consent of the Required Lenders.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

            If any of the following events ("Events of Default") shall occur:

            (a) either Borrower shall fail to pay any principal of, or interest
      on, any Loan or any reimbursement obligation in respect of any LC
      Disbursement, or any fee or other amount payable under this Agreement,
      when and as the same shall become due and payable, whether at the due date
      thereof or at a date fixed for prepayment thereof or otherwise;

            (b) any representation or warranty made or deemed made by or on
      behalf of any Credit Party in or in connection with this Agreement, any of
      the other Basic Documents or any amendment or modification hereof or
      thereof, or in any report, certificate, financial statement or other
      document furnished pursuant to or in connection with this Agreement, any
      of the other Basic Documents or any amendment or modification hereof or
      thereof shall prove to have been incorrect when made or deemed made in any
      material respect;

            (c) the Company shall fail to observe or perform any covenant,
      condition or agreement contained in Section 6.02, 6.03 (with respect to
      the Company's existence), 6.09 or 6.10 or in Article VII (other than
      Section 7.07 or 7.10); or Holdings shall fail to


                                Credit Agreement
<PAGE>
                                      -98-


      observe or perform any covenant set forth in Article V of the Holdings
      Guaranty and Pledge Agreement;

            (d) either Borrower or any of its Subsidiaries shall fail to observe
      or perform any covenant, condition or agreement contained in this
      Agreement (other than those specified in clause (a), (b) or (c) of this
      Article) or any other Loan Document, and such failure shall continue
      unremedied for a period of 30 days after notice thereof from the
      Administrative Agent (given at the request of any Lender) to the Company;

            (e) Holdings, the Company or any of its Restricted Subsidiaries
      shall fail to make any payment (whether of principal or interest and
      regardless of amount) in respect of any Material Indebtedness, when and as
      the same shall become due and payable;

            (f) any event or condition occurs that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (with or without the giving of notice, the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material Indebtedness to become
      due, or to require the prepayment, repurchase, redemption or defeasance
      thereof, prior to its scheduled maturity; provided that this clause (f)
      shall not apply to secured Indebtedness that becomes due as a result of
      the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

            (g) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of the Company or any of its Restricted Subsidiaries or
      the debts of any of them, or of a substantial part of the assets of any of
      them, under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect or (ii) the
      appointment of a receiver, trustee, custodian, sequestrator, conservator
      or similar official for the Company or any of its Restricted Subsidiaries
      or for a substantial part of the assets of any of them, and, in any such
      case, such proceeding or petition shall continue undismissed for 60 days
      or an order or decree approving or ordering any of the foregoing shall be
      entered;

            (h) the Company or any of its Restricted Subsidiaries shall (i)
      voluntarily commence any proceeding or file any petition seeking
      liquidation, reorganization or other relief under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or
      hereafter in effect, (ii) consent to the institution of, or fail to
      contest in a timely and appropriate manner, any proceeding or petition
      described in clause (g) of this Article, (iii) apply for or consent to the
      appointment of a receiver, trustee, custodian,


                                Credit Agreement
<PAGE>
                                      -99-


      sequestrator, conservator or similar official for the Company or any of
      its Restricted Subsidiaries or for a substantial part of the assets of any
      of them, (iv) file an answer admitting the material allegations of a
      petition filed against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors or (vi) take any action for the
      purpose of effecting any of the foregoing;

            (i) the Company or any of its Restricted Subsidiaries shall become
      unable, admit its inability in writing or fail generally to pay its debts
      as they become due;

            (j) a final judgment or judgments for the payment of money in excess
      of $6,000,000 in the aggregate for the Company and its Restricted
      Subsidiaries (exclusive of judgment amounts fully covered by insurance
      where the insurer has admitted liability in respect of such judgment) or
      in excess of $30,000,000 in the aggregate for the Company and its
      Restricted Subsidiaries (regardless of insurance coverage) shall be
      rendered by one or more courts, administrative tribunals or other bodies
      having jurisdiction against the Company or any of its Restricted
      Subsidiaries and the same shall not be discharged (or provision shall not
      be made for such discharge), or a stay of execution thereof shall not be
      procured, within 60 days from the date of entry thereof and the Company or
      the relevant Restricted Subsidiary shall not, within said period of 60
      days, or such longer period during which execution of the same shall have
      been stayed, appeal therefrom and cause the execution thereof to be stayed
      during such appeal;

            (k) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other ERISA Events that
      have occurred, could reasonably be expected to result in a Material
      Adverse Effect;

            (l) A reasonable basis shall exist for the assertion against the
      Company or any of its Subsidiaries of (or there shall have been asserted
      against the Company or any of its Subsidiaries) claims or liabilities,
      whether accrued, absolute or contingent, based on or arising from the
      generation, storage, transport, handling or disposal of Hazardous
      Materials by the Company or any of its Subsidiaries or Affiliates, or any
      predecessor in interest of the Company or any of its Subsidiaries or
      Affiliates, or relating to any site or facility owned, operated or leased
      by the Company or any of its Subsidiaries or Affiliates, which claims or
      liabilities (insofar as they are payable by the Company or any of its
      Subsidiaries but after deducting any portion thereof which is reasonably
      expected to be paid by other creditworthy Persons jointly and severally
      liable therefor), in the judgment of the Required Lenders are reasonably
      likely to be determined adversely to the Company or any of its
      Subsidiaries, and the amount thereof is, singly or in the aggregate,
      reasonably likely to have a Material Adverse Effect;


                                Credit Agreement
<PAGE>
                                     -100-


            (m) any of the following events shall occur and be continuing:

                  (i) the Company shall cease to be a Wholly Owned Subsidiary of
            Holdings;

                  (ii) the capital stock of Holdings owned directly or
            indirectly by Charles W. Lamar, III or Kevin P. Reilly, Sr., either
            of their wives, children, children's spouses, grandchildren, trusts
            of which either of them, their wives, children, children's spouses
            and grandchildren are the sole beneficiaries and for which one or
            more of such individuals are the sole trustee(s) and any Qualified
            Reilly Partnership shall (on a fully diluted basis after giving
            effect to the exercise of any outstanding rights or options to
            acquire capital stock of the Company) cease to constitute at least
            such percentage of the aggregate voting stock of Holdings as is
            sufficient at all times to elect a majority of the Board of
            Directors of Holdings;

                  (iii) any Person or group (within the meaning of the Exchange
            Act and the rules of the Securities and Exchange Commission
            thereunder as in effect on the date hereof), other than Charles W.
            Lamar, III or Kevin P. Reilly, Sr. and any of the other permitted
            holders referred to in clause (ii) above, shall acquire or own,
            directly or indirectly, beneficially or of record, shares
            representing more than 20% of the ordinary voting power represented
            by the issued and outstanding voting capital stock of Holdings, or
            (y) acquire direct or indirect Control of Holdings;

                  (iv) a majority of the seats (other than vacant seats) on the
            board of directors of Holdings shall be occupied by Persons who were
            neither (x) nominated by the board of directors of Holdings nor (y)
            appointed by directors so nominated; or

                  (v) the occurrence of any "Change of Control" under and as
            defined in the Senior Subordinated Notes Indenture, New Senior
            Subordinated Notes Indentures or New Senior Notes Indentures (or any
            similar provision in the applicable governing agreement for any
            Refunding Indebtedness);

            (n) Any of the following shall occur: (i) the Liens created by the
      Pledge Agreement or the Holdings Guaranty and Pledge Agreement shall at
      any time (other than by reason of the Administrative Agent relinquishing
      possession of certificates evidencing shares of stock of Subsidiaries
      pledged thereunder) cease to constitute valid and perfected


                                Credit Agreement
<PAGE>
                                     -101-


      Liens on the Collateral (as defined therein) intended to be covered
      thereby; (ii) except for expiration in accordance with its terms, the
      Pledge Agreement or Holdings Guaranty and Pledge Agreement shall for
      whatever reason be terminated, or shall cease to be in full force and
      effect; or (iii) the enforceability of the Pledge Agreement or Holdings
      Guaranty and Pledge Agreement shall be contested by any Credit Party party
      thereto; or

            (o) Holdings or any Obligor shall assert that its obligations
      hereunder or under the Security Documents shall be invalid or
      unenforceable;

then, and in every such event (other than an event with respect to either
Borrower described in clause (g) or (h) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Company, take
either or both of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of each Borrower accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each Borrower; and in case of any event with respect to either Borrower
described in clause (g) or (h) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of
each Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

            Each of the Lenders and each of the Issuing Lenders hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents, together with such actions and powers as
are reasonably incidental thereto.

            JPMCB shall have the same rights and powers in its capacity as a
Lender hereunder as any other Lender and may exercise the same as though JPMCB
were not the


                                Credit Agreement
<PAGE>
                                     -102-


Administrative Agent, and JPMCB and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with any Credit Party
or any Subsidiary or other Affiliate of any thereof as if it were not the
Administrative Agent hereunder.

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth in this Agreement and the other Loan Documents.
Without limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by this Agreement and the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders, and (c) except as expressly set forth herein and in the other
Loan Documents, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to
any Credit Party or any of their respective Subsidiaries that is communicated to
or obtained by JPMCB or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders or, if provided
herein, with the consent or at the request of the Required Revolving Credit
Lenders, the Required Term Loan Lenders or the Required Incremental Loan
Lenders, or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall not be deemed to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Company or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or the other Loan
Documents, (ii) the contents of any certificate, report or other document
delivered hereunder or under any of the other Loan Documents or in connection
herewith of therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or in any
other Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, the other Loan Documents or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

            The Administrative Agent shall not, except to the extent expressly
instructed by the Required Lenders with respect to collateral security under the
Security Documents, be required to initiate or conduct any litigation or
collection proceedings hereunder or under any other Loan Document.

            The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument,


                                Credit Agreement
<PAGE>
                                     -103-


document or other writing believed by it to be genuine and to have been signed
or sent by the proper Person. The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The
Administrative Agent may consult with legal counsel (who may be counsel for a
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

            The Administrative Agent may perform any and all of its duties, and
exercise its rights and powers, by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through its Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to its activities
in connection with the syndication of the credit facilities provided for herein
as well as activities as the Administrative Agent.

            Subject to the appointment and acceptance of a successor
Administrative Agent, as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Lenders and the
Company. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Company, to appoint a successor Administrative Agent.
If no successor shall have been so appointed and shall have accepted such
appointment within 30 days after such retiring Administrative Agent gives notice
of its resignation, then such retiring Administrative Agent may, on behalf of
the Lenders and the Issuing Lenders, appoint a successor Administrative Agent,
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent,
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents. The fees payable by
the Company to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Company and such
successor. After an Administrative Agent's resignation hereunder, the provisions
of this Article and Section 10.03 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
Administrative Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, any Issuing Lender or any other Lender
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter


                                Credit Agreement
<PAGE>
                                     -104-


into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any Issuing Lender or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement and the other Loan Documents,
any related agreement or any document furnished hereunder or thereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

            SECTION 10.01. NOTICES.

            (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

            (i) if to either Borrower, to it at 5551 Corporate Boulevard, Baton
      Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No. (225)
      923-0658);

            (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A.,
      Loan and Agency Services Group, 1111 Fannin Street, 10th Floor, Houston,
      Texas 77002-6925, Attention of Gloria Javier (Telecopy No. (713)
      750-2878), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 15th
      Floor, New York, New York 10017, Attention of Linda Wisnieski (Telecopy No
      (212) 270-4164); and

            (iii) if to any Lender (including to JPMCB in its capacity as the
      Issuing Lender), to it at its address (or telecopy number) set forth in
      its Administrative Questionnaire.

            (b) Electronic Communications. Notices and other communications to
the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant


                                Credit Agreement
<PAGE>
                                     -105-


to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            (c) Changes to Notice Information. Any party hereto may change its
address or telecopy number for notices and other communications hereunder by
notice to the other parties hereto. All notices and other communications given
to any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.

            SECTION 10.02. WAIVERS; AMENDMENTS.

            (a) Waivers. No failure or delay by the Administrative Agent, any
Issuing Lender or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Issuing Lenders and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Credit Party therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section 10.02, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether the Administrative Agent, any
Lender or any Issuing Lender may have had notice or knowledge of such Default at
the time.

            (b) Amendments. Neither this Agreement nor any provision hereof may
be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Company and the Required Lenders or by the Company
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall:

            (i) increase the Commitment of any Lender without the consent of
      such Lender;

            (ii) reduce the principal amount of any Loan or LC Disbursement or
      reduce the rate of interest thereon, or reduce any fees payable hereunder,
      without the consent of each Lender affected thereby;

            (iii) postpone the scheduled date of payment of the principal amount
      of any Loan or LC Disbursement, or any interest thereon, or any fees
      payable hereunder, or


                                Credit Agreement
<PAGE>
                                     -106-


      reduce the amount of, waive or excuse any such payment, or postpone the
      scheduled date of expiration or reduction of any Commitment, or postpone
      the ultimate expiration date of any Letter of Credit beyond the Revolving
      Credit Termination Date, without the consent of each Lender affected
      thereby;

            (iv) change Section 2.16(b), (c) or (d) in a manner that would alter
      the pro rata sharing of payments or prepayments required thereby, without
      in each case the consent of each Lender;

            (v) alter the manner in which payments or prepayments of principal,
      interest or other amounts hereunder shall be applied between or among the
      Lenders or Classes of Loans without the consent of the Required Lenders of
      each Class affected thereby;

            (vi) change any of the provisions of this Section 10.02 or the
      percentage in the definition of "Required Lenders" without the consent of
      each Lender; or

            (vii) except as otherwise expressly provided in this Agreement,
      release any Significant Subsidiary Guarantor from its obligations in
      respect of its Guarantee under Article III, without the consent of each
      Lender, except in connection with the disposition of all of the shares of
      capital stock of a Subsidiary Guarantor in a transaction permitted
      hereunder or as to which the Required Lenders have consented;

provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or any Issuing Lender hereunder
without the prior consent of the Administrative Agent or such Issuing Lender, as
the case may be.

            Anything in this Agreement to the contrary notwithstanding, no
waiver or modification of any provision of this Agreement that has the effect
(either immediately or at some later time) of enabling the Company to satisfy a
condition precedent to the making of Revolving Credit Loans shall be effective
against the Lenders of any Class unless the Required Lenders of such Class shall
have concurred with such waiver or modification, and no waiver or modification
of any provision of this Agreement or any other Loan Document that could
reasonably be expected to adversely affect the Lenders of any Class shall be
effective against the Lenders of such Class unless the Required Lenders of such
Class shall have concurred with such waiver or modification.

            For purposes of this Section, the "scheduled date of payment" of any
amount shall refer to the date of payment of such amount specified in this
Agreement, and shall not refer to a date or other event specified for the
mandatory or optional prepayment of such amount. In


                                Credit Agreement
<PAGE>
                                     -107-


addition, whenever a waiver, amendment or modification requires the consent of a
Lender "adversely affected" thereby, such waiver, amendment or modification
shall, upon consent of such Lender, become effective as to such Lender whether
or not it becomes effective as to any other Lender, so long as the Required
Lenders consent to such waiver, amendment or modification as provided above.

            (c) Pledge Agreements. Neither the Pledge Agreement or the Holdings
Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Credit Parties party thereto, and by the Administrative Agent with
the consent of the Required Lenders, provided that, without the prior consent of
each Lender, the Administrative Agent shall not (except as provided herein or in
the Pledge Agreement) release all or any substantial part of the collateral or
otherwise terminate all or any substantial part of the Liens under the Pledge
Agreement or the Holdings Guaranty and Pledge Agreement, agree to additional
obligations being secured by all or any substantial part of such collateral
(unless the Lien for such additional obligations shall be junior to the Lien in
favor of the other obligations secured by the Pledge Agreement or the Holdings
Guaranty and Pledge Agreement, in which event the Administrative Agent may
consent to such junior Lien provided that it obtains the consent of the Required
Lenders thereto), alter the relative priorities of the obligations entitled to
the benefits of the Liens created under the Pledge Agreement or the Holdings
Guaranty and Pledge Agreement with respect to all or any substantial part of
such collateral, except that no such consent shall be required, and the
Administrative Agent is hereby authorized, (i) to release any Lien covering
property that is the subject of either a disposition of property permitted
hereunder or a disposition to which the Required Lenders have consented, (ii) to
release any Lien covering property of any Foreign Subsidiary that is an Obligor
(including any Lien on capital stock in Subsidiaries that are owned by such
Foreign Subsidiary) that is designated by the Company as a Non-Guarantor
Restricted Foreign Subsidiary in compliance with the requirements of Section
6.10(c), and (iii) in the case of any equity interest in any Non-Guarantor
Restricted Foreign Subsidiary owned by the Company or any Subsidiary Guarantor,
to release any Lien in favor of the Administrative Agent pursuant to the Pledge
Agreement to the extent covering more than 65% of the voting capital stock of
such Non-Guarantor Restricted Foreign Subsidiary (it being understood that the
Administrative Agent shall not be required to release any other capital stock of
a Non-Guarantor Restricted Foreign Subsidiary owned by the Company or any
Subsidiary Guarantor). Nothing in this Section 10.02(c) shall be deemed to limit
the provisions of Section 10.12.


                                Credit Agreement
<PAGE>
                                     -108-


            SECTION 10.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a) Expenses. The Obligors jointly and severally agree to pay, or
reimburse the Administrative Agent or Lenders for paying, (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of Special Counsel, in
connection with the syndication of the credit facilities provided for herein,
the preparation of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all out-of-pocket expenses incurred by any Issuing Lender in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses
incurred by the Administrative Agent, any Issuing Lender or any Lender,
including the fees, charges and disbursements of any counsel for such
Administrative Agent, Issuing Lender or Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents, including its rights under this Section 10.03, or in
connection with the Loans made or Letters of Credit issued hereunder, including
in connection with any workout, restructuring or negotiations in respect
thereof; provided, that the Lenders and the Issuing Lenders (but not the
Administrative Agent) shall be limited to one counsel together for the Lenders
and the Issuing Lenders as a group so long as any Lender or any Issuing Lender,
as the case may be, has not, in good faith (and based on advice of counsel for
such Lender or such Issuing Lender, as the case may be), reasonably determined
that its interests conflict sufficiently with those of the other Lenders to
warrant the employment of separate counsel for such Lender or such Issuing
Lender, as the case may be, in which case such Lender or such Issuing Lender
shall be paid, or reimbursed for payment of, the fees, charges and disbursements
of such separate counsel, and (iv) all transfer, stamp, documentary or other
similar taxes, assessments or charges levied by any governmental or revenue
authority in respect of this Agreement or any of the other Loan Documents or any
other document referred to herein or therein and all costs, expenses, taxes,
assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated by
any Security Document or any other document referred to therein.

            (b) Indemnification by Credit Parties. The Obligors jointly and
severally agree to indemnify the Administrative Agent, each Issuing Lender and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, the
other Loan Documents or any


                                Credit Agreement
<PAGE>
                                     -109-


agreement or instrument contemplated hereby, the performance by the parties
hereto and thereto of their respective obligations hereunder or thereunder or
the consummation of the Transactions or any other transactions contemplated
hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by an Issuing Lender to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or
from any property owned or operated by any Credit Party or any of their
subsidiaries, or any Environmental Liability related in any way to any Credit
Party or any of their subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

            (c) Indemnification by Lenders. To the extent that the Obligors fail
to pay any amount required to be paid by them to the Administrative Agent under
paragraph (a) or (b) of this Section 10.03, each Lender severally agrees to pay
to the Administrative Agent such Lender's Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent in its capacity
as such. To the extent that the Obligors fail to pay any amount required to be
paid by them to an Issuing Lender under paragraph (a) or (b) of this Section
10.03, each Revolving Credit Lender severally agrees to pay to such Issuing
Lender such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against such Issuing Lender in its capacity as such.

            (d) Waiver of Indirect or Consequential Damages, Etc. To the extent
permitted by applicable law, none of the Obligors shall assert, and each Obligor
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, the other Loan Documents or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of
the proceeds thereof.


                                Credit Agreement
<PAGE>
                                     -110-


            (e) Payment upon Demand. All amounts due under this Section 10.03
shall be payable promptly after written demand therefor.

            SECTION 10.04. SUCCESSORS AND ASSIGNS.

            (a) Successors Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of an Issuing
Lender that issues any Letter of Credit), except that (i) the Company may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior consent of each Lender (and any attempted assignment or transfer by
the Company without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Lender that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

            (b) Assignments by Lenders.

            (i) Assignments Generally. Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it) with the prior
written consent of:

            (A) the Company (such consent not to be unreasonably withheld),
      provided that no consent of the Company shall be required for an
      assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
      an Event of Default has occurred and is continuing, any other assignee;

            (B) the Administrative Agent (such consent not to be unreasonably
      withheld), provided that no consent of the Administrative Agent shall be
      required for an assignment of all or any portion of a Term Loan to a
      Lender, an Affiliate of a Lender or an Approved Fund; and

            (C) in the case of any assignment of the Revolving Credit
      Commitments, each Issuing Lender.


                                Credit Agreement
<PAGE>
                                     -111-


            (ii) Certain Conditions to Assignments. Assignments shall be subject
to the following additional conditions:

            (A) except in the case of an assignment to a Lender or an Affiliate
      (or Approved Fund) of a Lender or an assignment of the entire remaining
      amount of the assigning Lender's Commitment or Loans of any Class, the
      amount of the Commitment or Loans of the assigning Lender subject to each
      such assignment (determined as of the date the Assignment and Assumption
      with respect to such assignment is delivered to the Administrative Agent)
      shall not be less than $5,000,000 or, in the case of Term Loan
      Commitments, Term Loans, Incremental Loan Commitments or Incremental
      Loans, $1,000,000 unless each of the Company and the Administrative Agent
      otherwise consent, provided that no such consent of the Company shall be
      required if an Event of Default has occurred and is continuing;

            (B) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, provided that this clause shall not be construed to
      prohibit the assignment of a proportionate part of all the assigning
      Lender's rights and obligations in respect of one Class of Commitments or
      Loans,

            (C) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500, and

            (D) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.

            (iii) Effectiveness of Assignments. Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) of this Section, from and after
the effective date specified in each Assignment and Assumption, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement in addition to any rights and obligations theretofore held
by it as a Lender, and the assigning Lender thereunder shall, to the extent of
the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 10.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph (b) shall be treated for purposes of
this Agreement as a sale by


                                Credit Agreement
<PAGE>
                                     -112-


such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

            (iv) Maintenance of Register. The Administrative Agent, acting for
this purpose as an agent of the Company, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Company, the Administrative Agent, the
Issuing Lenders and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by either Borrower, any Issuing Lender and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.

            (v) Acceptance of Assignments by Administrative Agent. Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee's completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b)(ii)(C) of this Section and any
written consent to such assignment required by paragraph (b)(i) of this Section,
the Administrative Agent shall accept such Assignment and Assumption and record
the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

            (c) Participations.

            (i) Participations Generally. Any Lender may, without the consent of
the Company, the Administrative Agent or the Issuing Lenders, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Company, the
Administrative Agent, the Issuing Lenders and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or


                                Credit Agreement
<PAGE>
                                     -113-


waiver described in the first proviso to Section 10.02(b), or the first proviso
to Section 10.02(c), that affects such Participant. Subject to paragraph (c)(ii)
of this Section, the Company agrees that each Participant shall be entitled to
the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
that such Participant agrees to be subject to Section 2.16(c) as though it were
a Lender.

            (ii) Limitations on Rights of Participants. A Participant shall not
be entitled to receive any greater payment under Section 2.13 or 2.15 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company's prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.15 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Company, to comply with Section 2.15(e) as though it were a Lender.

            (d) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

            SECTION 10.05. SURVIVAL. All covenants, agreements, representations
and warranties made by the Credit Parties herein and in the other Loan
Documents, and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement and the other Loan Documents, shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the other Loan
Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, any Issuing Lender or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect so long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement or the other Loan Documents is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.13, 2.14, 2.15 and 10.03 and Article
VIII shall survive and remain in full force and effect regardless of the


                                Credit Agreement
<PAGE>
                                     -114-


consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any other Loan Document or
any provision hereof or thereof.

            SECTION 10.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 5.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

            SECTION 10.07. SEVERABILITY. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 10.08. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other Indebtedness at any time owing by such Lender to or
for the credit or the account of either Borrower or any Subsidiary Guarantor
against any of and all the obligations of either Borrower or any Subsidiary
Guarantor now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section 10.08 are in addition to any other rights and remedies
(including other rights of setoff) which such Lender may have.


                                Credit Agreement
<PAGE>
                                     -115-


            SECTION 10.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

            (a) Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of New York.

            (b) Submission to Jurisdiction. Each party hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
court (or, to the extent permitted by law, in such Federal court). Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, any Issuing Lender or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
against any Obligor or its properties in the courts of any jurisdiction.

            (c) Waiver of Venue. Each party hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any court referred to in paragraph (b) of this
Section 10.09. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

            (d) Service of Process. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section
10.01(a). Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

            SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON


                                Credit Agreement
<PAGE>
                                     -116-


CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.

            SECTION 10.11. HEADINGS. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 10.12. RELEASE OF COLLATERAL AND GUARANTEES. The
Administrative Agent and the Lenders agree that

            (i) if all of the capital stock of any Subsidiary that is owned by
      the Company and its Subsidiaries is sold to any Person as permitted by the
      terms of this Agreement and the Pledge Agreement,

            (ii) if any Subsidiary is merged or consolidated with or into any
      other Person as permitted by the terms of this Agreement and such
      Subsidiary is not the continuing or surviving corporation,

            (iii) if any Restricted Subsidiary is designated as an
      Unrestricted Subsidiary in accordance with the requirements of Section
      1.05, or

            (iv) if any Foreign Subsidiary is designated as a Non-Guarantor
      Restricted Foreign Subsidiary in compliance with the requirements of
      Section 6.10(c),

then, and in any of such events, the Administrative Agent shall, upon request of
the Company (and upon the receipt by the Administrative Agent of such evidence
as the Administrative Agent may reasonably request to establish that such sale,
merger, consolidation or designation is permitted by the terms of this
Agreement), terminate the Guarantee of such Subsidiary under Article III,
release any Lien granted by such Subsidiary and authorize the Administrative
Agent to release the Lien created by the Pledge Agreement on any capital stock
of such Subsidiary (it being understood that, (x) in the case of any release of
the Guarantee and Liens or capital stock of a Restricted Subsidiary that is to
be designated as an Unrestricted Subsidiary, the Administrative Agent may
condition the effectiveness of such release upon the delivery to the respective
trustees under the Senior Subordinated Notes Indentures, New Senior Subordinated


                                Credit Agreement
<PAGE>
                                     -117-


Notes Indentures and New Senior Notes Indentures (or agreement relating to any
Refunding Indebtedness) of the documents required pursuant thereto to effect the
release of such Restricted Subsidiary from its Guarantee thereunder and (y) in
the case of the designation of a Non-Guarantor Restricted Foreign Subsidiary
pursuant to Section 6.10(c), such release of the capital stock of such
Subsidiary owned by the Company or any Subsidiary Guarantor shall be effected
only to the extent covering more than 65% of the voting capital stock of such
Non-Guarantor Restricted Foreign Subsidiary owned by the Company or any
Subsidiary Guarantor, it being understood that the Administrative Agent shall
not be required to release any other capital stock of a Non-Guarantor Restricted
Foreign Subsidiary owned by the Company or any Subsidiary Guarantor).

            SECTION 10.13. SUCCESSOR FACILITY. This Agreement is intended to be
a successor to the Existing Credit Agreement and to constitute the "Senior
Credit Facility" under and for all purposes of each of the Senior Subordinated
Notes Indentures.

            SECTION 10.14. EXISTING CREDIT AGREEMENT. Anything in this Agreement
to the contrary notwithstanding, the provisions of Article VII shall not be
construed to prohibit any action that may not, under Section 6.08 of the
Existing Credit Agreement, be prohibited without the consent of the "Required
Lenders" thereunder, it being understood that nothing in this Section 10.14
shall be deemed to affect the requirement set forth in Section 5.03(v) that, as
a condition to the initial extension of credit hereunder, no Default have
occurred and be continuing.

            SECTION 10.15. DELIVERY OF LENDER ADDENDA. Each initial Lender shall
become a party to this Agreement by delivering to the Administrative Agent a
Lender Addendum duly executed by such Lender and the Borrowers and, by executing
its Lender Addendum, each such Lender agrees to be bound by the provisions
hereof with the Commitments set forth opposite its name in such Lender Addendum.

            SECTION 10.16. USA PATRIOT ACT. Each Lender hereby notifies the
Company that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)), such Lender may be required
to obtain, verify and record information that identifies the Borrowers, which
information includes the name and address of the Borrowers and other information
that will allow such Lender to identify the Borrowers in accordance with said
Act.


                                Credit Agreement
<PAGE>
                                     -118-


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized representatives as of the day
and year first above written.

                              LAMAR MEDIA CORP.


                              By: /s/ Keith A. Istre
                                 ----------------------------------
                                    Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -119-


                              SUBSIDIARY GUARANTORS

                              INTERSTATE LOGOS, L.L.C.
                              THE LAMAR COMPANY, L.L.C.
                              LAMAR CENTRAL OUTDOOR, LLC

                              By:  Lamar Media Corp.,
                              Their Managing Member

                              By:    /s/ Keith A. Istre
                                     ---------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                              LAMAR ADVERTISING SOUTHWEST, INC.
                              LAMAR OKLAHOMA HOLDING COMPANY,  INC.
                              LAMAR DOA TENNESSEE HOLDINGS, INC.
                              LAMAR OBIE CORPORATION

                              By:    /s/ Keith A. Istre
                                     ---------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -120-


INTERSTATE LOGOS, L.L.C. ENTITIES:
                              MISSOURI LOGOS, LLC
                              KENTUCKY LOGOS, LLC
                              OKLAHOMA LOGOS, L.L.C.
                              MISSISSIPPI LOGOS, L.LC.
                              DELAWARE LOGOS, L.L.C.
                              NEW JERSEY LOGOS, L.L.C.
                              GEORGIA LOGOS, L.L.C.
                              VIRGINIA LOGOS, LLC
                              MAINE LOGOS, L.L.C.
                              WASHINGTON LOGOS, L.L.C.

                              By:  Interstate Logos, L.L.C.
                              Their Managing Member

                              By: Lamar Media Corp.
                              Its: Managing Member

                              By:    /s/ Keith A. Istre
                                     -----------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -121-


INTERSTATE LOGOS, L.L.C. ENTITIES CONTINUED:

                              NEBRASKA LOGOS, INC.
                              OHIO LOGOS, INC.
                              UTAH LOGOS, INC.
                              SOUTH CAROLINA LOGOS, INC.
                              MINNESOTA LOGOS, INC.
                              MICHIGAN LOGOS, INC.
                              FLORIDA LOGOS, INC.
                              NEVADA LOGOS, INC.
                              TENNESSEE LOGOS, INC.
                              KANSAS LOGOS, INC.
                              COLORADO LOGOS, INC.
                              NEW MEXICO LOGOS, INC.


                              By:    /s/ Keith A. Istre
                                     -------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              TEXAS LOGOS, L.P.

                              By:  Oklahoma Logos, L.L.C.
                              Its:  General Partner
                              By:  Interstate Logos, L.L.C.
                              Its:  Managing Member
                              By:  Lamar Media Corp.
                              Its:  Managing Member


                              By:   /s/ Keith A. Istre
                                    --------------------------------------------
                                    Keith A. Istre
                                Title: Executive Vice-President/
                                       Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -122-


THE LAMAR COMPANY, L.L.C. ENTITIES:

                              LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                              LAMAR TEXAS GENERAL PARTNER, INC.
                              TLC PROPERTIES, INC.
                              TLC PROPERTIES II, INC.
                              LAMAR PENSACOLA TRANSIT, INC.
                              LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                              LAMAR ADVERTISING OF MICHIGAN, INC.
                              LAMAR ELECTRICAL, INC.
                              AMERICAN SIGNS, INC.
                              LAMAR OCI NORTH CORPORATION
                              LAMAR OCI SOUTH CORPORATION
                              LAMAR ADVERTISING OF KENTUCKY, INC.
                              LAMAR FLORIDA, INC.
                              LAMAR ADVAN, INC.
                              LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                              LAMAR OHIO OUTDOOR HOLDING CORP.
                              TRANS WEST OUTDOOR ADVERTISING, INC.
                              OUTDOOR MARKETING SYSTEMS, INC.


                              By:    /s/ Keith A. Istre
                                     -------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -123-


THE LAMAR COMPANY, L.L.C. ENTITIES CONTINUED:

                              LAMAR ADVERTISING OF PENN, LLC
                              LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                              LAMAR TENNESSEE, L.L.C.
                              LC BILLBOARD, L.L.C.
                              LAMAR AIR, L.L.C.
                              ADVANTAGE ADVERTISING, LLC

                              By:  The Lamar Company, L.L.C.
                              Their Managing Member

                              By: Lamar Media Corp.
                              Its: Managing Member

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              LAMAR TEXAS LIMITED PARTNERSHIP

                              By:  Lamar Texas General Partner, Inc.
                              Its: General Partner

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -124-


THE LAMAR COMPANY, L.L.C. ENTITIES CONTINUED:

                              TLC PROPERTIES, L.L.C.
                              TLC FARMS, L.L.C.

                              By:  TLC Properties, Inc.
                              Their Managing Member

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre

                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              LAMAR T.T.R., L.L.C.

                              By:  Lamar Advertising of Youngstown, Inc.
                              Its: Managing Member

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                                     Executive Vice-President/
                                     Chief Financial Officer

                              OUTDOOR MARKETING SYSTEMS, L.L.C.

                              By:  Outdoor Marketing Systems, Inc.
                              Its: Managing Member

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -125-


LAMAR CENTRAL OUTDOOR, LLC ENTITIES:

                              LAMAR ADVANTAGE HOLDING COMPANY
                              PREMERE OUTDOOR, INC.
                              HAM DEVELOPMENT CORPORATION
                              10 OUTDOOR ADVERTISING, INC.
                              LAMAR CALIFORNIA ACQUISITION
                              CORPORATION

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                              OUTDOOR PROMOTIONS WEST, LLC
                              TRANSIT AMERICA LAS VEGAS, L.L.C.
                              LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC
                              TRIUMPH OUTDOOR RHODE ISLAND, LLC

                              By:  Triumph Outdoor Holdings, LLC
                              Their Managing Member
                              By:  Lamar Central Outdoor, LLC
                              Its:  Managing Member
                              By:  Lamar Media Corp.
                              Its:  Managing Member


                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                      -126-


LAMAR CENTRAL OUTDOOR, LLC ENTITIES CONTINUED:

                              TRIUMPH OUTDOOR HOLDINGS, LLC
                              LAMAR ADVANTAGE GP COMPANY, LLC
                              LAMAR ADVANTAGE LP COMPANY, LLC
                              STOKELY AD AGENCY, L.L.C.

                              By:  Lamar Central Outdoor, LLC
                              Their Managing Member

                              By: Lamar Media Corp.
                              Its: Managing Member

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              LAMAR ADVANTAGE OUTDOOR
                              COMPANY, L.P.

                              By:  Lamar Advantage GP Company, LLC
                              Its:  General Partner

                              By:  Lamar Central Outdoor, LLC
                              Its:  Managing Member

                              By:  Lamar Media Corp.
                              Its:  Managing Member


                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -127-


LAMAR OKLAHOMA HOLDING COMPANY, INC. ENTITIES:

                              LAMAR BENCHES, INC.
                              LAMAR I-40 WEST, INC.
                              LAMAR ADVERTISING OF OKLAHOMA, INC.


                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

LAMAR DOA TENNESSEE HOLDINGS, INC. ENTITIES:

                              LAMAR DOA TENNESSEE, INC.


                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -128-


LAMAR OBIE CORPORATION ENTITIES:

                              SELECT MEDIA, INC.
                              O.B. WALLS, INC.


                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer



                              OBIE BILLBOARD, LLC

                              By:  Lamar Obie Corporation
                              Its: Managing Member

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Credit Agreement
<PAGE>
                                     -129-


                              ADMINISTRATIVE AGENT

                              JPMORGAN CHASE BANK, N.A., as Administrative
                              Agent

                              By:    /s/ Keith A. Istre
                                     ----------------------------------
                                     Name:

                                     Title:


                                Credit Agreement
<PAGE>




                                                                       EXHIBIT A

                       [Form of Assignment and Assumption]

                            ASSIGNMENT AND ASSUMPTION


      This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the Assignor (in
its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as
the "Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1.  Assignor:                                   ______________________________

2.  Assignee:                                   ______________________________
                                                [and is an Affiliate/Approved
                                                Fund of [identify Lender](1)]


(1)     Select as applicable.


                           Assignment and Assumption
<PAGE>
                                      -2-

<TABLE>
<S>                                  <C>
3.  Borrower:                         [Lamar Media Corp.][Name of Subsidiary
                                      Borrower]

4.  Administrative Agent:             JPMorgan Chase Bank, N.A., as the
                                      administrative agent under the Credit Agreement

5.  Credit Agreement:                 The $800,000,000 Credit Agreement dated as of September [__], 2005
                                      between Lamar Media Corp., the Subsidiary Borrower that may be or
                                      may become a party thereto, certain Subsidiary Guarantors party thereto, the
                                      Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

6.   Assigned Interest:
</TABLE>

<Table>
<Caption>
Facility Assigned (2)              Aggregate Amount of        Amount of Commitment/Loans     Percentage Assigned of
                                 Commitment/Loans for all              Assigned                Commitment/Loans (3)
                                         Lenders
<S>                           <C>                           <C>                             <C>
                               $                             $                                               %
                               $                             $                                               %
                               $                             $                                               %
</Table>

Effective Date (herein, the "Effective Date"): _____________ ___, 20___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                            ASSIGNOR

                                           [NAME OF ASSIGNOR]


                                           By:______________________________
                                             Title:




(2)     Fill in the appropriate terminology for the types of facilities under
        the Credit Agreement that are being assigned under this Assignment (e.g.
        "Revolving Commitment," "Term Loan Commitment," etc.)
(3)     Set forth, to at least 9 decimals, as a percentage of the
        Commitment/Loans of all Lenders thereunder.

                           Assignment and Assumption
<PAGE>
                                      -3-



                                    ASSIGNEE

                                   [NAME OF ASSIGNEE]


                                   By:______________________________
                                     Title:



                           Assignment and Assumption
<PAGE>
                                      -4-

[Consented to and](4) Accepted:

JPMORGAN CHASE BANK, N.A., as
  Administrative Agent


By_________________________________
  Title:


[Consented to:](5)

[ISSUING LENDER], as an
  Issuing Lender


By________________________________
  Title:

LAMAR MEDIA CORP.


By________________________________
  Title:





(4)     To be added only if the consent of the Administrative Agent is required
        by the terms of the Credit Agreement.
(5)     To be added only if the consent of the Company and/or other parties
        (e.g. an Issuing Lender) is required by the terms of the Credit
        Agreement.

                           Assignment and Assumption
<PAGE>
                                                                         ANNEX 1

         $800,000,000 CREDIT AGREEMENT DATED AS OF September [__], 2005
        BETWEEN LAMAR MEDIA CORP., THE SUBSIDIARY BORROWER THAT MAY BE OR
        MAY BECOME A PARTY THERETO, CERTAIN SUBSIDIARY GUARANTORS PARTY
                   THERETO, CERTAIN LENDERS PARTY THERETO AND
               JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

      1. Representations and Warranties.

      1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Company, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the
Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

      1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to this Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.


                           Assignment and Assumption
<PAGE>
                                      -2-


      2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.

      3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.






                           Assignment and Assumption
<PAGE>
                                                                       EXHIBIT B

               [Form of Opinion of Counsel to the Credit Parties]




                                         [__________], 2005


To the Lenders party to the
 Credit Agreement referred to below
 and JPMorgan Chase Bank, N.A.,
 as Administrative Agent

Ladies and Gentlemen:

      We have acted as counsel to LAMAR ADVERTISING COMPANY ("Holdings"), LAMAR
MEDIA CORP. (herein, the "Company") and the Subsidiary Guarantors, in connection
with (i) the Credit Agreement (the "Credit Agreement") dated as of September
[_], 2005, between the Company, the Subsidiary Borrower that may be or may
become a party thereto, the Subsidiary Guarantors party thereto, the lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, providing
for loans to be made by said lenders to the Company in an aggregate principal
amount not exceeding $800,000,000 (which, in the circumstances contemplated by
Section 2.01(c) of the Credit Agreement, may be increased to $1,300,000,000 and
made available to the Company and the Subsidiary Borrower) and (ii) the various
other agreements, instruments and other documents referred to in the next
following paragraph. Terms used but not defined herein have the respective
meanings given to such terms in the Credit Agreement or, if not defined in the
Credit Agreement, in Annex 1 hereto. This opinion letter is being delivered
pursuant to Section 5.01(b) of the Credit Agreement.

      In rendering the opinions expressed below, we have examined the following
agreements, instruments and other documents:

      (a)   the Credit Agreement;

      (b)   the Pledge Agreement;

      (c)   the Holdings Guaranty and Pledge Agreement (collectively, with the
            Pledge Agreement, the "Security Agreements"); and

      (d)   such records of the Credit Parties and such other documents as we
            have deemed necessary as a basis for the opinions expressed below.


                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -2-


The Credit Agreement and the Security Agreements are collectively referred to as
the "Credit Documents". The Credit Parties other than the Subsidiary Borrower
are collectively referred to as the "Domestic Credit Parties".

      In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with authentic original documents of all documents submitted to us as copies.
When relevant facts were not independently established, we have relied upon
statements or certificates of governmental officials and upon representations
made in or pursuant to the Credit Documents and certificates and/or opinions of
appropriate representatives of the Domestic Credit Parties.

      In rendering the opinions expressed below, we have assumed, with respect
to all of the documents referred to in this opinion letter, that (except, to the
extent set forth in the opinions expressed below, as to the Domestic Credit
Parties):

      (i)   such documents have been duly authorized by, have been duly executed
            and delivered by, and constitute legal, valid, binding and
            enforceable obligations of, all of the parties to such documents;

      (ii)  all signatories to such documents have been duly authorized; and

      (iii) all of the parties to such documents are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.

      References to "our knowledge" or equivalent words means the actual
knowledge of the lawyers in this firm responsible for preparing this opinion
after such inquiry as they deemed appropriate, including inquiry of such other
lawyers in the firm and review of such files of the firm as they have identified
as being reasonably likely to have or contain information not otherwise known to
them needed to support the opinions set forth below. References to "after due
inquiry" or equivalent words means after inquiry of the Chief Financial Officer
and General Counsel of Holdings, and of lawyers in the firm reasonably likely to
have knowledge of the matter to which such reference relates.

      Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that:

      1. Holdings is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Each Subsidiary of the Company that is a Domestic Credit
Party is a corporation, partnership or other entity duly organized and validly
existing under the laws of the state indicated opposite its name in Schedule
4.14 to the Credit Agreement.



                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -3-

      2. Each Domestic Credit Party has all requisite corporate or other power
to execute and deliver, and to perform its obligations under, the Credit
Documents to which it is a party. The Company has all requisite corporate power
to borrow under the Credit Agreement and to incur liability in respect of
Letters of Credit under the Credit Agreement.

      3. The execution, delivery and performance by each Domestic Credit Party
of each Credit Document to which it is a party, and the borrowings and the
incurrence of liability in respect of Letters of Credit by the Company under the
Credit Agreement, have been duly authorized by all necessary corporate or other
action on the part of such Domestic Credit Party.

      4. Each Credit Document has been duly executed and delivered by each
Domestic Credit Party party thereto.

      5. Under Louisiana conflict of laws principles, the stated choice of New
York law to govern the Credit Documents will be honored by the courts of the
State of Louisiana and the Credit Documents will be construed in accordance
with, and will be treated as being governed by, the law of the State of New
York, except to the extent the result obtained from applying New York law would
be contrary to the public policy of the State of Louisiana, provided, however,
that we have no knowledge of any Louisiana public policy interest which could
reasonably be expected to result in the application of Louisiana law to the
Credit Documents. However, if the Credit Documents were stated to be governed by
and construed in accordance with the law of the State of Louisiana, or if a
Louisiana court were to apply the law of the State of Louisiana to the Credit
Documents, each Credit Document would nevertheless constitute the legal, valid
and binding obligation of each Domestic Credit Party party thereto, enforceable
against such Domestic Credit Party in accordance with its terms, except as may
be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights of
creditors generally and except as the enforceability of the Credit Documents is
subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law) and the corresponding
discretion of the court before which the proceedings may be brought, including,
without limitation, (a) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

      6. No authorization, approval or consent of, and no filing or registration
with, any governmental or regulatory authority or agency of the United States of
America or the State of Louisiana is required on the part of any Domestic Credit
Party for the execution, delivery or performance by any Domestic Credit Party of
any of the Credit Documents or for the borrowings by the Company under the
Credit Agreement.

      7. The execution, delivery and performance by each Domestic Credit Party
of, and the consummation by each Domestic Credit Party of the transactions
contemplated by, the Credit Documents to which such Domestic Credit Party is a
party


                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -4-

do not and will not (a) violate any provision of the charter or by-laws of any
Domestic Credit Party, (b) violate any applicable Louisiana or federal law, rule
or regulation, (c) violate any order, writ, injunction or decree of any court or
governmental authority or agency or any arbitral award applicable to the
Domestic Credit Parties or any of their respective Subsidiaries of which we have
knowledge (after due inquiry) or (d) based on an opinion of the General Counsel
of the Company, result in a breach of, constitute a default under, require any
consent under, or result in the acceleration or required prepayment of any
indebtedness pursuant to the terms of, any agreement or instrument of which we
have knowledge (after due inquiry) and to which the Domestic Credit Parties or
any of their respective Subsidiaries is a party or by which any of them is bound
or to which any of them is subject, or result in the creation or imposition of
any Lien upon any property of any Domestic Credit Party pursuant to, the terms
of any such agreement or instrument.

      8. Except as set forth in Schedule 4.06 to the Credit Agreement, we have
no knowledge (after due inquiry) of any legal or arbitral proceedings, or any
proceedings by or before any governmental or regulatory authority or agency,
pending or threatened against or affecting the Domestic Credit Parties or any of
their respective Subsidiaries or any of their respective properties that, if
adversely determined, could have a Material Adverse Effect.

      9. The issued and outstanding shares of capital stock or other ownership
interests of each Issuer (as defined in the Pledge Agreement) consists of the
type and number of shares or percentage ownership interest described in Annex 1
to the Pledge Agreement. All of said shares of stock of any corporation that is
an Issuer have been duly and validly issued and are fully paid and
nonassessable. The issued and outstanding shares of capital stock of the Company
consists of the type and number of shares described in Annex 1 to the Holdings
Guaranty and Pledge Agreement. All of the said shares of stock of the Company
have been duly and validly issued and are fully paid and non-assessable.

      10. If the Pledge Agreement was stated to be governed by and construed in
accordance with the law of the State of Louisiana, or if a Louisiana court were
to apply the law of the State of Louisiana to the Pledge Agreement, the Pledge
Agreement, would be effective to create, in favor of the Administrative Agent
for the benefit of the Administrative Agent and the Secured Parties (as defined
in the Pledge Agreement), a valid security interest under the Uniform Commercial
Code as in effect in the State of Louisiana (the "UCC") in all of the right,
title and interest of the Securing Parties (as defined in the Pledge Agreement)
in, to and under the Pledged Equity (as defined the Pledge Agreement) as
collateral security for the payment when due of the Secured Obligations (as
defined in the Pledge Agreement), except that (a) such security interest will
continue in Collateral (as defined in the Pledge Agreement) after its sale,
exchange or other disposition and in any proceeds (as defined in Section
9-102(a)(64) of the UCC) thereof only to the extent provided in Section 9-315 of
the UCC and (b) such security interest in any portion of such Collateral in
which a Domestic Credit Party acquires rights



                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -5-

after the commencement of a case under the Bankruptcy Code in respect of such
Domestic Credit Party may be limited by Section 552 of the Bankruptcy Code.

      11. If the Holdings Guaranty and Pledge Agreement was stated to be
governed by and construed in accordance with the law of the State of Louisiana,
or if a Louisiana court were to apply the law of the State of Louisiana to the
Holdings Guaranty and Pledge Agreement, the Holdings Guaranty and Pledge
Agreement, would be effective to create, in favor of the Administrative Agent
for the benefit of the Administrative Agent and the Secured Parties (as defined
in the Holdings Guaranty and Pledge Agreement), a valid security interest under
the UCC in all of the right, title and interest of Holdings in, to and under the
Pledged Stock (as defined the Holdings Guaranty and Pledge Agreement) as
collateral security for the payment when due of the Secured Obligations (as
defined in the Holdings Guaranty and Pledge Agreement), except that (a) such
security interest will continue in Collateral (as defined in the Holdings
Guaranty and Pledge Agreement) after its sale, exchange or other disposition and
in any proceeds thereof only to the extent provided in Section 9-315 of the UCC
and (b) such security interest in any portion of such Collateral in which
Holdings acquires rights after the commencement of a case under the Bankruptcy
Code in respect of Holdings may be limited by Section 552 of the Bankruptcy
Code.

      12. The security interest referred to in paragraphs 10 and 11 above in
that portion of the Pledged Equity (under the Pledge Agreement), or Pledged
Stock (under the Holdings Guaranty and Pledge Agreement), represented by a
certificate in bearer form or in registered form indorsed (as provided in
Section 8-102(a)(11) of the UCC) to the Administrative Agent or in blank by an
effective indorsement (as so provided) or registered in the name of the
Administrative Agent, will, upon the creation of such security interest, be
perfected by the Administrative Agent taking possession thereof in the State of
New York, and such perfected security interest will remain perfected thereafter
so long as such certificates are retained by the Administrative Agent in its
possession in the State of New York.

      13. With respect to any portion of the Collateral consisting of Pledged
Equity or Pledged Stock represented by certificates, if the security interest
therein is perfected by the Administrative Agent in the manner specified in
paragraph 12 above for value without notice (within the meaning of Section 8-105
of the UCC) of any adverse claim (within the meaning of Section 8-102(a)(1) of
the UCC) to the Pledged Equity or Pledged Stock so represented by certificates,
then the Administrative Agent will acquire such security interest free of any
adverse claim (as so defined).

      14. The obligations of the Domestic Credit Parties under the Loan
Documents constitute Senior Indebtedness (as defined in the Senior Subordinated
Notes Indentures) for all purposes of the Senior Subordinated Notes Indenture.

      15. The Credit Agreement will constitute the "Senior Credit Facility"
under and for all purposes of each of the Senior Subordinated Notes Indentures.



                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -6-

      The foregoing opinions are subject to the following comments and
qualifications:

      (A) The enforceability of Section 10.03 of the Credit Agreement (and any
similar provisions in any of the other Credit Documents) may be limited by (i)
laws rendering unenforceable indemnification contrary to Federal or state
securities laws and the public policy underlying such laws and (ii) laws
limiting the enforceability of provisions exculpating or exempting a party, or
requiring indemnification of a party for, liability for its own action or
inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.

      (B) In respect of the opinions expressed in paragraph 5 above, we express
no opinion as to the enforceability under Louisiana law as to provisions of the
Credit Agreement and Holdings Guaranty and Pledge Agreement that: (a) bind the
Subsidiary Guarantors and Holdings, respectively, as principal obligors in
respect of the Guaranteed Obligations (as defined in the Credit Agreement) or
(b) preserve the obligations of the Subsidiary Guarantors and Holdings despite
any modification of the Guaranteed Obligations in a manner prejudicial to the
Subsidiary Guarantors or Holdings without their consent or the illegality,
invalidity or unenforceability of the principal obligations against the Company
for reasons other than its bankruptcy or incapacity. We express no opinion
concerning any waiver of the right of subrogation by any guarantor of the
Guaranteed Obligations. We note that certain actions of the Lenders, such as
actions which impair rights of subrogation and actions which create defenses to
payment with respect to the Guaranteed Obligations, could limit the Lenders'
recovery from the Subsidiary Guarantors or Holdings, in whole or in part. We
express no opinion as to whether the guaranties will be effective with respect
to any Guaranteed Obligations extended or committed by the Lenders after the
date on which the Lenders receive notice from Holdings or one or more of the
Subsidiary Guarantors that such guarantor is terminating its guaranty of the
Guaranteed Obligations, except for interest on previously extended principal
advances, attorney's and collection fees in connection with collection of such
amounts, and amounts that the Lenders are obligated to advance following such
termination, as provided in Louisiana Civil Code article 3061.

      (C) The enforceability of provisions in the Credit Documents to the effect
that terms may not be waived or modified except in writing may be limited under
certain circumstances.

      (D) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of Louisiana)
that limit the interest, fees or other charges such Lender may impose for the
loan or use of money or other credit, (ii) the last sentence of Section 2.16(d)
of the Credit Agreement, (iii) the first sentence of Section 10.09(b) of the
Credit Agreement (and any similar provisions in any of the other Credit
Documents), insofar as such sentence relates to the subject matter jurisdiction
of the United States District Court for the Southern District of New York to
adjudicate any controversy related to the Credit Documents and (iv) Section 3.06
or 3.09 of the Credit Agreement (and any similar provisions in any of the other
Credit Documents).


                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -7-

      (E) We express no opinion as to the applicability to the obligations of
any Subsidiary Guarantor (or the enforceability of such obligations) of Section
548 of the Bankruptcy Code or any other provision of law relating to fraudulent
conveyances, transfers or obligations or of the provisions of the law of the
jurisdiction of incorporation of any Subsidiary Guarantor restricting dividends,
loans or other distributions by a corporation for the benefit of its
stockholders.

      (F) We wish to point out that the obligations of the Securing Parties
under the Pledge Agreement, and the obligations of Holdings under the Holdings
Guaranty and Pledge Agreement, and the rights and remedies of the Administrative
Agent under Sections 5.05 through 5.10 (inclusive) of the Pledge Agreement, and
under Sections 6.05 through 6.09 (inclusive) of the Holdings Guaranty and Pledge
Agreement, may be subject to possible limitations upon the exercise of remedial
or procedural provisions contained in such Security Agreement, provided that
such limitations do not, in our opinion (but subject to the other comments and
qualifications set forth in this opinion letter), make the remedies and
procedures that will be afforded to the Administrative Agent and such Secured
Parties inadequate for the practical realization of the substantive benefits
purported to be provided to the Administrative Agent and such Secured Parties by
such Security Agreement.

      (G) With respect to our opinions in paragraphs 10, 11, 12 and 13 above, we
express no opinion as to the creation, perfection or priority of any security
interest in (or other lien on) any Collateral (as defined in either Security
Agreement) consisting of uncertificated securities (as defined in Section
8-102(a)(18) of the UCC).

      (H) We express no opinion as to the existence of, or the right, title or
interest of any Securing Party (as defined in the Pledge Agreement) in, to or
under, any of the Pledged Equity (as defined in the Pledge Agreement), or of
Holdings in, to or under any of the Pledged Stock (as defined in the Holdings
Guaranty and Pledge Agreement).

      (I) Except as provided in paragraphs 10, 11, 12 and 13 above, we express
no opinion as to the creation, perfection or priority of any security interest
in any Collateral (as defined in either Security Agreement).

      (J) In respect of our opinions set forth in paragraphs 10 and 11 above, we
call your attention to La. R.S. 10:9-305(a)(1), which provides that during the
time that a security certificate is located in a jurisdiction, perfection of a
security interest, the effect of perfection or non-perfection, and the priority
of a security interest in the certificated security represented thereby are
governed by the local law of that jurisdiction. Accordingly, in respect of the
opinions set forth in paragraph 12 and 13, where the perfection and the effect
of perfection or non-perfection of a security interest is governed by the law of
state(s) other than Louisiana, we have assumed that the law of each such state
is identical to the law of Louisiana.



                    Opinion of Counsel to the Credit Parties
<PAGE>
                                      -8-

      (K) We wish to point out that the acquisition by a Domestic Credit Party
after the initial Loan under the Credit Agreement of an interest in property
that becomes subject to the Lien of the Collateral Documents may constitute a
voidable preference under Section 547 of the Bankruptcy Code.

      (L) The opinions expressed herein as of the date hereof, and except as may
otherwise be provided herein, we have no obligation to advise you as to any
change in the matters, factual, legal or otherwise, set forth herein after the
date of this letter. Without limitation of the foregoing, our opinions in
paragraphs 14 and 15 are limited to the Loan Documents and Senior Subordinated
Notes Indentures as in effect as of the date hereof.

      Partners or Associates of this Firm are members of the Bar of the State of
Louisiana and we do not hold ourselves out as being conversant with the laws of
any jurisdiction other than those of the United States of America and the State
of Louisiana, and we express no opinion as to the laws of any jurisdiction other
than those of the United States of America, the State of Louisiana and the
General Corporation Law of the State of Delaware.

      At the request of our clients, this opinion letter is, pursuant to Section
5.01(b) of the Credit Agreement, provided to you by us in our capacity as
counsel to the Credit Parties and may not be relied upon by any Person for any
purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, our prior written consent.

                                            Very truly yours,





                    Opinion of Counsel to the Credit Parties
<PAGE>
                                                                       EXHIBIT C

                      [Form of Opinion of Special Counsel]




                                        [__________], 2005


To the Lenders party to the Credit Agreement
 referred to below and JPMorgan Chase Bank, N.A.,
 as Administrative Agent

Ladies and Gentlemen:

      We have acted as special New York counsel to JPMorgan Chase Bank, N.A.
("Chase") in connection with the Credit Agreement dated as of September [__],
2005 (the "Credit Agreement") between Lamar Media Corp. (herein, the "Company"),
the Subsidiary Borrower that may be or may become a party thereto, the
Subsidiary Guarantors party thereto, the Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent. All capitalized terms used but not
defined herein have the respective meanings given to such terms in the Credit
Agreement. This opinion is being delivered pursuant to Section 5.01(c) of the
Credit Agreement.

      In rendering the opinions expressed below, we have examined the following
agreements:

      (a)   the Credit Agreement;

      (b)   the Pledge Agreement; and

      (c)   the Holdings Guaranty and Pledge Agreement (collectively, together
            with the Pledge Agreement, the "Security Agreements").


The Credit Agreement and the Security Agreements are collectively referred to as
the "Credit Documents". The Credit Parties other than the Subsidiary Borrower
are collectively referred to as the "Domestic Credit Parties".

      In our examination, we have assumed the authenticity of all documents
submitted to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. When relevant facts were
not independently established, we have relied upon representations made in or
pursuant to the Credit Documents.



                           Opinion of Special Counsel
<PAGE>
                                   -2-


      In rendering the opinions expressed below, we have assumed that:

      (i)   the Credit Documents have been duly authorized by, have been duly
            executed and delivered by, and (except to the extent set forth in
            the opinions below as to the Domestic Credit Parties) constitute
            legal, valid, binding and enforceable obligations of, all of the
            parties to the Credit Documents;

      (ii)  all signatories to the Credit Documents have been duly authorized;
            and

      (iii) all of the parties to the Credit Documents are duly organized and
            validly existing and have the power and authority (corporate or
            other) to execute, deliver and perform the Credit Documents.

      Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that:

            1. Each of the Credit Documents constitutes the legal, valid and
      binding obligation of each Domestic Credit Party party thereto,
      enforceable against such Domestic Credit Party in accordance with its
      terms, except as may be limited by bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance or transfer or other similar laws
      relating to or affecting the rights of creditors generally and except as
      the enforceability of the Credit Documents is subject to the application
      of general principles of equity (regardless of whether considered in a
      proceeding in equity or at law), including, without limitation, (a) the
      possible unavailability of specific performance, injunctive relief or any
      other equitable remedy and (b) concepts of materiality, reasonableness,
      good faith and fair dealing.

            2. The Pledge Agreement is effective to create, in favor of the
      Administrative Agent for the benefit of the Administrative Agent and the
      Secured Parties (as defined in the Pledge Agreement), a valid security
      interest under the Uniform Commercial Code as in effect in the State of
      New York (the "UCC") in all of the right, title and interest of the
      Securing Parties (as defined in the Pledge Agreement) in, to and under the
      Pledged Equity (as defined the Pledge Agreement) as collateral security
      for the payment when due of the Secured Obligations (as defined in the
      Pledge Agreement), except that (a) such security interest will continue in
      Collateral (as defined in the Pledge Agreement) after its sale, exchange
      or other disposition and in any proceeds (as defined in
      Section 9-102(a)(64) of the UCC) thereof only to the extent provided in
      Section 9-315 of the UCC and (b) such security interest in any portion of
      such Collateral in which a Credit Party acquires rights after the
      commencement of a case under the Bankruptcy Code in respect of such Credit
      Party may be limited by Section 552 of the Bankruptcy Code.

            3. The Holdings Guaranty and Pledge Agreement is effective to
      create, in favor of the Administrative Agent for the benefit of the
      Administrative Agent and the Secured Parties (as defined in the Holdings
      Guaranty and Pledge Agreement), a valid



                           Opinion of Special Counsel
<PAGE>
                                       -3-

      security interest under the UCC in all of the right, title and interest of
      Holdings in, to and under the Pledged Stock (as defined the Holdings
      Guaranty and Pledge Agreement) as collateral security for the payment when
      due of the Secured Obligations (as defined in the Holdings Guaranty and
      Pledge Agreement), except that (a) such security interest will continue in
      Collateral (as defined in the Holdings Guaranty and Pledge Agreement)
      after its sale, exchange or other disposition and in any proceeds (as
      defined in Section 9-102(a)(64) of the UCC) thereof only to the extent
      provided in Section 9-315 of the UCC and (b) such security interest in any
      portion of such Collateral in which Holdings acquires rights after the
      commencement of a case under the Bankruptcy Code in respect of Holdings
      may be limited by Section 552 of the Bankruptcy Code.

            4. With respect to any portion of the Collateral consisting of
      Pledged Equity or Pledged Stock represented by certificates, if the
      security interest therein is perfected by the Administrative Agent in the
      manner specified in paragraphs 2 and 3 above for value without notice
      (within the meaning of Section 8-105 of the UCC) of any adverse claim
      (within the meaning of Section 8-102(a)(1) of the UCC) to the Pledged
      Equity or Pledged Stock so represented by certificates, then the
      Administrative Agent will acquire such security interest free of any
      adverse claim (as so defined).

            The foregoing opinions are subject to the following comments and
      qualifications:

            (A) The enforceability of Section 10.03 of the Credit Agreement (and
      any similar provisions in any of the other Credit Documents) may be
      limited by laws limiting the enforceability of provisions exculpating or
      exempting a party, or requiring indemnification of a party for, liability
      for its own action or inaction, to the extent the action or inaction
      involves gross negligence, recklessness, willful misconduct or unlawful
      conduct.

            (B) Clause (iii) of the second sentence of Section 3.02 of the
      Credit Agreement (and any similar provisions in any of the other Credit
      Documents) may not be enforceable to the extent that the Guaranteed
      Obligations (as defined in the Credit Agreement) are materially modified.

            (C) The enforceability of provisions in the Credit Documents to the
      effect that terms may not be waived or modified except in writing may be
      limited under certain circumstances.

            (D) We express no opinion as to (i) the effect of the laws of any
      jurisdiction in which any Lender is located (other than the State of New
      York) that limit the interest, fees or other charges such Lender may
      impose for the loan or use of money or other credit, (ii) the last
      sentence of Section 2.16(d) of the Credit Agreement, (iii) the first
      sentence of Section 10.09(b) of the Credit Agreement (and any similar
      provisions in any of the other Credit Documents), insofar as such sentence
      relates to the subject matter jurisdiction of the United States District
      Court for the Southern District of New York to adjudicate any controversy
      related to the Credit Documents and (iv) Section 3.06 or 3.09




                           Opinion of Special Counsel
<PAGE>
                                      -4-

      of the Credit Agreement (and any similar provisions in any of the other
      Credit Documents).

            (E) We express no opinion as to the applicability to the obligations
      of any Subsidiary Guarantor (or the enforceability of such obligations) of
      Section 548 of the Bankruptcy Code, Article 10 of the New York Debtor and
      Creditor Law or any other provision of law relating to fraudulent
      conveyances, transfers or obligations or of the provisions of the law of
      the jurisdiction of incorporation of any Subsidiary Guarantor restricting
      dividends, loans or other distributions by a corporation for the benefit
      of its stockholders.

            (F) We wish to point out that the obligations of the Securing
      Parties (as defined in the Pledge Agreement) under the Pledge Agreement,
      and the obligations of Holdings under the Holdings Guaranty and Pledge
      Agreement, and the rights and remedies of the Administrative Agent under
      Sections 5.05 through 5.10 (inclusive) of the Pledge Agreement, and under
      Sections 6.05 through 6.09 (inclusive) of the Holdings Guaranty and Pledge
      Agreement, may be subject to possible limitations upon the exercise of
      remedial or procedural provisions contained in such Security Agreement,
      provided that such limitations do not, in our opinion (but subject to the
      other comments and qualifications set forth in this opinion letter), make
      the remedies and procedures that will be afforded to the Administrative
      Agent and such Secured Parties inadequate for the practical realization of
      the substantive benefits purported to be provided to the Administrative
      Agent and such Secured Parties by such Security Agreement.

            (G) With respect to our opinions in paragraphs 2, 3 and 4 above, we
      express no opinion as to the creation, perfection or priority of any
      security interest in (or other lien on) any Collateral (as defined in
      either Security Agreement) consisting of uncertificated securities (as
      defined in Section 8-102(a)(18) of the Uniform Commercial Code).

            (H) We express no opinion as to the existence of, or the right,
      title or interest of any Securing Party (as defined in the Pledge
      Agreement) in, to or under, any of the Pledged Equity (as defined in the
      Pledge Agreement), or of Holdings in, to or under any of the Pledged Stock
      (as defined in the Holdings Guaranty and Pledge Agreement).

            (I) Except as provided in paragraphs 2, 3 and 4 above, we express no
      opinion as to the creation, perfection or priority of any security
      interest in any Collateral (as defined in either Security Agreement).

            (J) We wish to point out that the acquisition by a Credit Party
      after the initial Loan under the Credit Agreement of an interest in
      property that becomes subject to the Lien of the Collateral Documents may
      constitute a voidable preference under Section 547 of the Bankruptcy Code.

      The foregoing opinions are limited to matters involving the Federal laws
of the United States of America and the law of the State of New York, and we do
not express any


                           Opinion of Special Counsel
<PAGE>
                                      -5-


opinion as to the laws of any other jurisdiction. At the request
of our clients, this opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by any other Person (other than your successors and assigns as
Lenders and Persons that acquire participations in your extensions of credit
under the Credit Agreement) without our prior written consent.

                                            Very truly yours,



RJW/WFC









                           Opinion of Special Counsel
<PAGE>


                                                                     EXHIBIT D-1

                           [Form of Pledge Agreement]

                                PLEDGE AGREEMENT

            PLEDGE AGREEMENT dated as of September [__], 2005 between LAMAR
MEDIA CORP., a corporation duly organized and validly existing under the laws of
the State of Delaware (the "Company"); the "SUBSIDIARY BORROWER" that may be
designated as such hereunder pursuant to Section 5.02(b) of the below-referenced
Credit Agreement (effective upon such designation, the "Subsidiary Borrower"
and, together with the Company, the "Borrowers"); each of the subsidiaries of
the Company listed on the signature pages hereto under the caption "INITIAL
SUBSIDIARY GUARANTORS" (the "Initial Subsidiary Guarantors"); each of the
additional entities, if any, that becomes a "Subsidiary Guarantor" hereunder as
contemplated by Section 6.10 (each an "Additional Subsidiary Guarantor" and
together with the Initial Subsidiary Guarantors, the "Subsidiary Guarantors";
the Subsidiary Guarantors together with the Borrowers, being herein called the
"Securing Parties"); and JPMorgan Chase Bank, N.A., as administrative agent for
the Lenders party to the Credit Agreement referred to below (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

            The Securing Parties (including the "Subsidiary Borrower", if
designated as a Borrower thereunder) are parties to a Credit Agreement dated as
of September [__], 2005 (as modified and supplemented and in effect from time to
time, the "Credit Agreement") providing, subject to the terms and conditions
thereof, for extensions of credit (including by means of the making of loans and
the issuance of letters of credit) to be made by the Lenders named therein
(collectively, together with any entity that becomes a "Lender" party to the
Credit Agreement after the date hereof as provided therein, the "Lenders" and,
together with Administrative Agent and any successors or assigns of any of the
foregoing and, in respect of Swap Agreements, any affiliate of any Lender, the
"Secured Parties") to the Company in an aggregate principal or face amount not
exceeding $800,000,000 (which, in the circumstances contemplated by Section
2.01(c) thereof, may be increased to $1,300,000,000 and made available to the
Company and the Subsidiary Borrower). In addition, the Borrowers may from time
to time be obligated to one or more of the Lenders (or their affiliates) under
the Credit Agreement in respect of one or more Swap Agreements under and as
defined in the Credit Agreement (collectively, the "Swap Agreements").

            To induce the Secured Parties to enter into the Credit Agreement,
and to extend credit thereunder and to extend credit to the Borrowers under Swap
Agreements, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Securing Parties have agreed
to pledge and grant a security interest in the Collateral (as so defined) as
security for the Secured Obligations (as so defined). Accordingly, the parties
hereto agree as follows:

                                Pledge Agreement
<PAGE>
                                      -2-


                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01.  Defined Terms.  Terms defined in the Credit
Agreement are used herein as defined therein.  In addition, as used herein:

            "Collateral" has the meaning assigned to such term in Article III.

            "Collateral Account" has the meaning assigned to such term in
Section 4.01.

            "Equity Collateral" has the meaning assigned to such term in clause
(c) of Article III.

            "Issuers" means, collectively, (a) the respective corporations,
partnerships or other entities identified next to the names of the Securing
Parties on Annex 1 (Part 2) under the caption "Issuer" and (b) any other entity
that shall at any time be a subsidiary of any of the Securing Parties.

            "Pledged Equity" has the meaning assigned to such term in paragraph
(a) of Article III.

            "Secured Obligations" means, collectively, (a) in the case of the
Company, the principal of and interest on the Loans made by the Lenders to the
Borrowers (including without limitation, the Incremental Loans), all LC
Disbursements and all other amounts from time to time owing to the Secured
Parties by the Company under the Credit Agreement (including, without
limitation, in respect of its Guarantee under Article III of the Credit
Agreement) or any Swap Agreement, (b) in the case of the Subsidiary Borrower,
the principal of and interest on the Loans made by the Lenders to the Subsidiary
Borrower and all other amounts from time to time owing to the Secured Parties by
the Subsidiary Borrower under the Credit Agreement or any Swap Agreement, (c) in
the case of each Subsidiary Guarantor, all obligations of such Subsidiary
Guarantor under the Credit Agreement (including, without limitation, in respect
of its Guarantee under Article III of the Credit Agreement) and (d) in the case
of each Securing Party, all other obligations of such Securing Party to the
Secured Parties and the Administrative Agent hereunder. For purposes hereof, it
is understood any Secured Obligations to a Person arising under an agreement
entered into at the time such Person (or an affiliate thereof) is a "Lender"
party to the Credit Agreement shall nevertheless continue to constitute Secured
Obligations for purposes hereof, notwithstanding that such Person (or its
affiliate) may have assigned all of its Loans and other interests in the Credit
Agreement and, therefor, at the time a claim is to be made in respect of such
Secured Obligations, such Person (or its affiliate) is no longer a "Lender"
party to the Credit Agreement.

            "Uniform Commercial Code" means the Uniform Commercial Code as in
effect from time to time in the State of New York.


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                                      -3-


            SECTION 1.02. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections
and Exhibits shall be construed to refer to Articles and Sections of, and
Exhibits to, this Agreement and (e) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

            Each Securing Party represents and warrants to each Secured Party
that:

            (a) Title and Priority. Such Securing Party is the sole beneficial
owner of the Collateral in which it purports to grant a security interest
pursuant to Article III and no Lien exists or will exist upon such Collateral at
any time (and no right or option to acquire the same exists in favor of any
other Person), except for Liens permitted under Section 7.02 of the Credit
Agreement and except for the pledge and security interest in favor of the
Administrative Agent for the benefit of the Secured Parties created or provided
for herein, which pledge and security interest will, upon perfection under the
applicable provisions of the Uniform Commercial Code (but subject in any event
to such Liens permitted under said Section 7.02) constitute a valid, first
priority perfected pledge and security interest in and to all of such
Collateral, to the extent such pledge and security interest can be perfected
under the Uniform Commercial Code.

            (b)   Names, Etc.

            (i) The full and correct legal name, type of organization,
jurisdiction of organization, organizational ID number (if applicable) and
mailing address of each Securing Party as of the date hereof are correctly set
forth in Annex 2.

            (ii) Annex 2 correctly specifies the place of business of each
Securing Party or, if such Securing Party has more than one place of business,
the location of the chief executive office of such Securing Party.


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            (c) Changes in Circumstances. Such Securing Party has not (i) within
the period of four months prior to the date hereof, changed its location (as
defined in Section 9-307 of the UCC), (ii) except as specified in Annex 2,
heretofore changed its name, or (iii) except as specified in Annex 3, heretofore
become a "new debtor" (as defined in Section 9-102(a)(56) of the UCC) with
respect to a currently effective security agreement previously entered into by
any other Person.

            (d) Pledged Equity. The Pledged Equity identified under the name of
such Securing Party in Annex 1 (Part 2) is, and all other Pledged Equity in
which such Securing Party shall hereafter grant a security interest pursuant to
Article III will be, duly authorized, validly existing, fully paid and
non-assessable (in the case of any equity interest in a corporation) and duly
issued and outstanding (in the case of any equity interest in any other entity),
and none of such Pledged Equity is or will be subject to any contractual
restriction, or any restriction under the charter, by-laws, partnership
agreement or other organizational document of the respective Issuer of such
Pledged Equity, upon the transfer of such Pledged Equity (except for any such
restriction contained herein or identified in Annex 1 (Part 1)).

            The Pledged Equity identified under the name of such Securing Party
in Annex 1 (Part 2) constitutes all of the issued and outstanding shares of
capital stock, partnership or other ownership interest of any class or character
of the Issuers (and, in the case of Foreign Subsidiaries, 65% of the voting
common stock thereof and 100% of any other capital stock thereof) beneficially
owned by such Securing Party on the date hereof (whether or not registered in
the name of such Securing Party) and Annex 1 (Part 2) correctly identifies, as
at the date hereof, the respective Issuers of such Pledged Equity and (in the
case of any corporate Issuer) the respective class and par value of the shares
comprising such Pledged Equity and the respective number of shares (and
registered owners thereof) represented by each such certificate.

                                   ARTICLE III

                                   COLLATERAL

            As collateral security for the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, whether now existing or hereafter from time to time arising, each
Securing Party hereby pledges and grants to the Administrative Agent, for the
benefit of the Secured Parties as hereinafter provided, a security interest in
all of such Securing Party's right, title and interest, to and under the
following property, assets and revenues, whether now owned by such Securing
Party or hereafter acquired and whether now existing or hereafter coming into
existence (all of the property, assets and revenues described in this Article
III being collectively referred to herein as the "Collateral"):

            (a) the shares of common and preferred stock of, or partnership and
      other ownership interest in, the Issuers identified in Annex 1 (Part 2)
      next to the name of such Securing Party (as the same shall be supplemented
      from time to time under a Joinder Agreement executed pursuant to Section
      6.10) and all other shares of capital stock, or partnership or other
      ownership interest, of whatever class or character of the Issuers, now


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                                      -5-


      or hereafter owned by such Securing Party, in each case together with the
      certificates evidencing the same (collectively, the "Pledged Equity");

            (b) all shares, securities, moneys or property representing a
      dividend on any of the Pledged Equity, or representing a distribution or
      return of capital upon or in respect of the Pledged Equity, or resulting
      from a split-up, revision, reclassification or other like change of the
      Pledged Equity or otherwise received in exchange therefor, and any
      subscription warrants, rights or options issued to the holders of, or
      otherwise in respect of, the Pledged Equity; and

            (c) without affecting the obligations of such Securing Party under
      any provision prohibiting such action hereunder or under the Credit
      Agreement, in the event of any consolidation or merger in which an Issuer
      is not the surviving entity, all ownership interests of any class or
      character of the successor entity (unless such successor entity is such
      Securing Party itself) formed by or resulting from such consolidation or
      merger (the Pledged Equity, together with all other certificates, shares,
      securities, properties or moneys as may from time to time be pledged
      hereunder pursuant to clause (a) or (b) above and this clause (c) being
      herein collectively called the "Equity Collateral");

            (d) the balance from time to time in the Collateral Account; and

            (e) all proceeds of and to any of the property of such Securing
      Party described in the preceding clauses of this Article III (including,
      without limitation, all causes of action, claims and warranties now or
      hereafter held by any Securing Party in respect of any of the items listed
      above) and, to the extent related to any property described in said
      clauses or such proceeds, all books, correspondence, credit files,
      records, invoices and other papers,

provided that (i) in the case of any of the foregoing that consists of general
or limited partnership interests in a general or limited partnership, the
security interest hereunder shall be deemed to be created only to the maximum
extent permitted under the applicable organizational instrument pursuant to
which such partnership is formed, and (ii) in the case of any of the foregoing
that consists of capital stock in any Non-Guarantor Restricted Foreign
Subsidiary, the security interest hereunder shall be limited to 65% of the
voting common stock of such Subsidiary and 100% of any other capital stock of
such Subsidiary).


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                                   ARTICLE IV

                               COLLATERAL ACCOUNT

            SECTION 4.01.  Establishment of Collateral Account.  Each of the
Securing Parties hereby establishes with the Administrative Agent a cash
collateral account (the "Collateral Account"), which

            (i) to the extent of all Investment Property or Financial Assets
      (other than cash) shall be a "securities account" (as defined in Section
      8-501 of the UCC) in respect of which the Administrative Agent shall be
      the "entitlement holder" (as defined in Section 8-102(a)(7) of the UCC)
      and

            (ii)  to the extent of any cash, shall be a Deposit Account,

and which shall be in the name and under the control of the Administrative Agent
and into which there shall be deposited from time to time such amounts as are
required to be paid to the Administrative Agent under Section 2.04(i) of the
Credit Agreement. As collateral security for the prompt payment in full when due
of such Securing Parties' obligations in the first instance in respect of LC
Exposure and, after the payment in full of all LC Exposure and the termination
or expiration of all Letters of Credit, for all other Secured Obligations of
such Securing Party, each of the Securing Parties hereby pledges and grants to
the Administrative Agent, for the benefit of the Secured Parties as provided
herein, a security interest in all of its right, title and interest in and to
the Collateral Account and the balance from time to time in the Collateral
Account (including the investments and reinvestments therein provided for
below). The balance from time to time in the Collateral Account shall not
constitute payment of any Secured Obligations until applied by the
Administrative Agent as provided herein. Anything in this Agreement to the
contrary notwithstanding, funds held in the Collateral Account shall be subject
to withdrawal only as provided in this Article IV.

            SECTION 4.02. Investments. Amounts on deposit in the Collateral
Account shall be invested and reinvested by the Administrative Agent in such
Permitted Investments as the Securing Parties shall determine in their sole
discretion, provided that (i) failing receipt by the Administrative Agent of
instructions from the Securing Parties, the Administrative Agent may invest and
reinvest such amounts in such Permitted Investments as the Administrative Agent
shall determine in its sole discretion and (ii) the approval of the
Administrative Agent shall be required for the investments and reinvestments to
be made during any period while a Default has occurred and is continuing. All
such investments and reinvestments shall be held in the name and be under the
control of the Administrative Agent.

            SECTION 4.03. Application. If an Event of Default shall have
occurred and be continuing, the Administrative Agent may (and, if instructed by
the Required Lenders, shall) in its (or their) discretion at any time and from
time to time elect to liquidate any such investments and reinvestments and
credit the proceeds thereof to the Collateral Account and apply or cause to be
applied such proceeds and any other balances in the Collateral Account to the
payment of any of the Secured Obligations due and payable. If (i) no Event of
Default has occurred and is


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                                      -7-


continuing and (ii) all of the Secured Obligations have been paid in full, the
Administrative Agent shall, from time to time, at the request of the Securing
Parties, deliver to the Securing Parties, against receipt but without any
recourse, warranty or representation whatsoever, such of the balances in the
Collateral Account as exceed the then-outstanding LC Exposure, provided that, in
any event, when all of the Secured Obligations shall have been paid in full and
all Letters of Credit have expired or been terminated, the Administrative Agent
shall promptly deliver to the Securing Parties, against receipt but without any
recourse, warranty or representation whatsoever, the balance remaining in the
Collateral Account.

            SECTION 4.04. Fees. Each of the Securing Parties shall pay to the
Administrative Agent from time to time such fees as the Administrative Agent
normally charges for similar services in connection with the Administrative
Agent's administration of the Collateral Account and investments and
reinvestments of funds therein.

                                    ARTICLE V

                          FURTHER ASSURANCES; REMEDIES

            In furtherance of the grant of the pledge and security interest
pursuant to Article III, each Securing Party hereby agrees with each Secured
Party as follows:

            SECTION 5.01.  Delivery and Other Perfection.  Such Securing
Party shall:

            (a) if any of the shares, securities, moneys or property required to
      be pledged by such Securing Party under clauses (a), (b) or (c) of Article
      III are received by such Securing Party, forthwith either (x) transfer and
      deliver to the Administrative Agent such shares or securities so received
      by such Securing Party (together with the certificates for any such shares
      and securities duly endorsed in blank or accompanied by undated stock
      powers duly executed in blank), all of which thereafter shall be held by
      the Administrative Agent, pursuant to the terms of this Agreement, as part
      of the Collateral or (y) take such other action as the Administrative
      Agent reasonably shall deem necessary or appropriate to duly record the
      Lien created hereunder in such shares, securities, moneys or property in
      said clauses (a), (b) and (c);

            (b) give, execute, deliver, file, record, authorize or obtain any
      financing statement, notice, instrument, document, agreement or consent or
      other papers that may be necessary or desirable (in the reasonable
      judgment of the Administrative Agent) to create, preserve, perfect or
      validate the security interest granted pursuant hereto or to enable the
      Administrative Agent to exercise and enforce its rights hereunder with
      respect to such pledge and security interest, including causing any or all
      of the Equity Collateral to be transferred of record into the name of the
      Administrative Agent or its nominee (and the Administrative Agent agrees
      that if any Equity Collateral is transferred into its name or the name of
      its nominee, the Administrative Agent will thereafter promptly give to
      such Securing Party copies of any notices and communications received by
      it with respect to the Equity Collateral);


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                                      -8-


            (c) keep full and accurate books and records relating to the
      Collateral, and stamp or otherwise mark such books and records in such
      manner as the Administrative Agent may reasonably require in order to
      reflect the security interests granted by this Agreement; and

            (d) permit representatives of the Administrative Agent, upon
      reasonable notice, at any time during normal business hours to inspect and
      make abstracts from its books and records pertaining to the Collateral,
      and permit representatives of the Administrative Agent to be present at
      such Securing Party's place of business to receive copies of all
      communications and remittances relating to the Collateral, and forward
      copies of any notices or communications received by such Securing Party
      with respect to the Collateral, all in such manner as the Administrative
      Agent may reasonably require.

            SECTION 5.02. Other Financing Statements and Liens. Except as
otherwise permitted under Section 7.02 of the Credit Agreement, without the
prior written consent of the Administrative Agent (granted with the
authorization of the Required Lenders), no Securing Party shall (a) file or
suffer to be on file, or authorize or permit to be filed or to be on file, in
any jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Administrative Agent is not named as the sole secured
party for the benefit of the Secured Parties or (b) cause or permit any Person
other than the Administrative Agent to have "control" (as defined in Section
9-106 of the UCC) of the Collateral Account.

            SECTION 5.03.  Preservation of Rights.  The Administrative Agent
shall not be required to take steps necessary to preserve any rights against
prior parties to any of the Collateral.

            SECTION 5.04.  Special Provisions Relating to Equity Collateral.

            (a) Voting Powers. So long as no Event of Default shall have
occurred and be continuing, each Securing Party shall have the right to exercise
all voting, consensual and other powers of ownership pertaining to the Equity
Collateral for all purposes not inconsistent with the terms of this Agreement,
the other Loan Documents or any other instrument or agreement referred to herein
or therein, provided that such Securing Party agrees that it will not vote the
Equity Collateral in any manner that is inconsistent with the terms of this
Agreement, the other Loan Documents or any such other instrument or agreement;
and the Administrative Agent shall execute and deliver to such Securing Party or
cause to be executed and delivered to such Securing Party all such proxies,
powers of attorney, dividend and other orders, and all such instruments, without
recourse, as such Securing Party may reasonably request for the purpose of
enabling such Securing Party to exercise the rights and powers that it is
entitled to exercise pursuant to this Section 5.04(a).

            (b) Retention of Dividends and Distributions. Unless and until an
Event of Default has occurred and is continuing, such Securing Party shall,
subject to Article V, be entitled to receive and retain any dividends,
distributions or proceeds in respect of the Equity Collateral.


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                                      -9-


            (c) Payment Over of Dividends and Distributions. If any Event of
Default shall have occurred, then so long as such Event of Default shall
continue, and whether or not the Administrative Agent or any Lender exercises
any available right to declare any Secured Obligation due and payable or seeks
or pursues any other relief or remedy available to it under applicable law or
under this Agreement, the Credit Agreement or any other agreement relating to
such Secured Obligation, all dividends and other distributions on the Equity
Collateral shall, if requested by the Administrative Agent in writing, be paid
directly to the Administrative Agent and retained by it in the Collateral
Account as part of the Equity Collateral, subject to the terms of this
Agreement, and, if the Administrative Agent shall so request in writing, each
Securing Party agrees to execute and deliver to the Administrative Agent
appropriate additional dividend, distribution and other orders and documents to
that end, provided that if such Event of Default is cured, any such dividend or
distribution theretofore paid to the Administrative Agent shall, upon request of
any Securing Party (except to the extent theretofore applied to the Secured
Obligations), be returned by the Administrative Agent to such Securing Party.

            SECTION 5.05.  Events of Default, Etc.  During the period during
which an Event of Default shall have occurred and be continuing:

            (a) each Securing Party shall, at the request of the Administrative
      Agent, assemble the Collateral owned by it at such place or places,
      reasonably convenient to both the Administrative Agent and such Securing
      Party, designated in its request;

            (b) the Administrative Agent may make any reasonable compromise or
      settlement deemed desirable with respect to any of the Collateral and may
      extend the time of payment, arrange for payment in installments, or
      otherwise modify the terms of, any of the Collateral;

            (c) the Administrative Agent shall have all of the rights and
      remedies with respect to the Collateral of a secured party under the
      Uniform Commercial Code (whether or not said Code is in effect in the
      jurisdiction where the rights and remedies are asserted) and such
      additional rights and remedies to which a secured party is entitled under
      the laws in effect in any jurisdiction where any rights and remedies
      hereunder may be asserted, including the right, to the maximum extent
      permitted by law, to exercise all voting, consensual and other powers of
      ownership pertaining to the Collateral as if the Administrative Agent were
      the sole and absolute owner thereof (and each Securing Party agrees to
      take all such action as may be appropriate to give effect to such right);

            (d) the Administrative Agent in its discretion may, in its name or
      in the name of the Securing Parties or otherwise, demand, sue for, collect
      or receive any money or property at any time payable or receivable on
      account of or in exchange for any of the Collateral, but shall be under no
      obligation to do so; and

            (e) the Administrative Agent may, upon ten business days' prior
      written notice to the Securing Parties of the time and place, with respect
      to the Collateral or any part thereof that shall then be or shall
      thereafter come into the possession, custody or


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                                      -10-


      control of the Secured Parties or any of their respective agents, sell,
      lease, assign or otherwise dispose of all or any part of such Collateral,
      at such place or places as the Administrative Agent deems best, and for
      cash or for credit or for future delivery (without thereby assuming any
      credit risk), at public or private sale, without demand of performance or
      notice of intention to effect any such disposition or of the time or place
      thereof (except such notice as is required above or by applicable statute
      and cannot be waived), and any Secured Party or anyone else may be the
      purchaser, lessee, assignee or recipient of any or all of the Collateral
      so disposed of at any public sale (or, to the extent permitted by law, at
      any private sale) and thereafter hold the same absolutely, free from any
      claim or right of whatsoever kind, including any right or equity of
      redemption (statutory or otherwise), of the Securing Parties, any such
      demand, notice and right or equity being hereby expressly waived and
      released. The Administrative Agent may, without notice or publication,
      adjourn any public or private sale or cause the same to be adjourned from
      time to time by announcement at the time and place fixed for the sale, and
      such sale may be made at any time or place to which the sale may be so
      adjourned.

The proceeds of each collection, sale or other disposition under this Section
5.05 shall be applied in accordance with Section 5.09.

            The Securing Parties recognize that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and applicable
state securities laws, the Administrative Agent may be compelled, with respect
to any sale of all or any part of the Collateral, to limit purchasers to those
who will agree, among other things, to acquire the Collateral for their own
account, for investment and not with a view to the distribution or resale
thereof. The Securing Parties acknowledge that any such private sales may be at
prices and on terms less favorable to the Administrative Agent than those
obtainable through a public sale without such restrictions, and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner and that the Administrative Agent
shall have no obligation to engage in public sales and no obligation to delay
the sale of any Collateral for the period of time necessary to permit the
respective Issuer or issuer thereof to register it for public sale.

            SECTION 5.06. Deficiency. If the proceeds of sale, collection or
other realization of or upon the Collateral pursuant to Section 5.05 are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Secured Obligations, the Securing Parties shall remain liable for
any deficiency.

            SECTION 5.07. Removals, Etc. Without at least 30 days' prior written
notice to the Administrative Agent, no Securing Party shall change its location
(as defined in Section 9-307 of the UCC) or change its name from the name shown
as its current legal name on Annex 2.

            SECTION 5.08. Private Sale. No Secured Party shall incur any
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 5.05 conducted in a commercially reasonable
manner. So long as such sale is conducted in a commercially reasonable manner,
each Securing Party hereby waives any claims against the


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Secured Parties arising by reason of the fact that the price at which the
Collateral may have been sold at such a private sale was less than the price
that might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Administrative Agent accepts the
first offer received and does not offer the Collateral to more than one offeree.

            SECTION 5.09. Application of Proceeds. Except as otherwise herein
expressly provided, the proceeds of any collection, sale or other realization of
all or any part of the Collateral pursuant hereto, and any other cash at the
time held by the Administrative Agent under Article IV or this Article V, shall
be applied by the Administrative Agent:

            First, to the payment of the costs and expenses of such collection,
      sale or other realization, including reasonable out-of-pocket costs and
      expenses of the Administrative Agent and the fees and expenses of its
      agents and counsel, and all expenses incurred and advances made by the
      Administrative Agent in connection therewith;

            Next, to the payment in full of the Secured Obligations, in each
      case equally and ratably in accordance with the respective amounts thereof
      then due and owing or as the Secured Parties holding the same may
      otherwise agree, provided that such proceeds (to the extent representing
      the balance in the Collateral Account) shall be applied first to the
      payment of LC Disbursements and second, after the payment in full of all
      LC Exposure, and the termination or expiration of all Letters of Credit,
      to the other Secured Obligations; and

            Finally, to the payment to the respective Securing Party, or their
      respective successors or assigns, or as a court of competent jurisdiction
      may direct, of any surplus then remaining.

            As used in this Article V, "proceeds" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of the Securing Parties or any issuer of or
obligor on any of the Collateral.

            SECTION 5.10. Attorney-in-Fact. Without limiting any rights or
powers granted by this Agreement to the Administrative Agent while no Event of
Default has occurred and is continuing, upon the occurrence and during the
continuance of any Event of Default the Administrative Agent is hereby appointed
the attorney-in-fact of the Securing Parties for the purpose of carrying out the
provisions of this Article and taking any action and executing any instruments
that the Administrative Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, so
long as the Administrative Agent shall be entitled under this Article to make
collections in respect of the Collateral, the Administrative Agent shall have
the right and power to receive, endorse and collect all checks made payable to
the order of any Securing Party representing any dividend, payment or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.


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            SECTION 5.11. Perfection. Prior to or concurrently with the
execution and delivery of this Agreement, each Securing Party shall (i) file
such financing statements and other documents in such offices as the
Administrative Agent may request to perfect the security interests granted by
Article III and (ii) deliver to the Administrative Agent all certificates
identified in Annex 1 (Part 2) hereto, accompanied by undated stock powers duly
executed in blank.

            SECTION 5.12. Termination. When all Secured Obligations shall have
been paid in full and the Commitments of the Lenders under the Credit Agreement
shall have expired or been terminated, this Agreement shall terminate, and the
Administrative Agent shall forthwith cause to be assigned, transferred and
delivered, against receipt but without any recourse, warranty or representation
whatsoever, any remaining Collateral and money received in respect thereof, to
or on the order of the respective Securing Party. The Administrative Agent shall
also execute and deliver to each Securing Party upon such termination such
Uniform Commercial Code termination statements and such other documentation as
shall be reasonably requested by such Securing Party to effect the termination
and release of the Liens on the Collateral.

            SECTION 5.13. Further Assurances. Each Securing Party agrees that,
from time to time upon the written request of the Administrative Agent, such
Securing Party will execute and deliver such further documents and do such other
acts and things as the Administrative Agent may reasonably request in order
fully to effect the purposes of this Agreement.

                                   ARTICLE VI

                                  MISCELLANEOUS

            SECTION 6.01. Notices. All notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:

            (a)   if to the Company, to it at 5551 Corporate Boulevard, Baton
      Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No. (225)
      923-0658);

            (b) if to any Securing Party other than the Company, to such
      Securing Party care of the Company at the address for notices indicated in
      clause (a) above; and

            (c)   if to the Administrative Agent, to JPMorgan Chase Bank,
      N.A., 1111 Fannin Street, 10th Floor, Houston, Texas 77002-6925,
      Attention of Gloria Javier (Telecopy No. (713) 750-2878), with a copy
      to JPMorgan Chase Bank, N.A., 270 Park Avenue, 15th Floor, New York,
      New York 10017, Attention of Linda Wisnieski (Telecopy No (212)
      270-4164).

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other


                                Pledge Agreement
<PAGE>
                                      -13-


communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt.

            SECTION 6.02.  Waivers; Amendments.

            (a) No Deemed Waivers. No failure or delay by any Secured Party in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Secured Parties hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by the Securing Parties therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 6.02, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.

            (b) Amendments. Neither this Agreement nor any provision hereof may
be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Securing Parties party thereto, and by the
Administrative Agent with the consent of the appropriate Secured Parties as more
particularly provided in Section 10.02(c) of the Credit Agreement.

            SECTION 6.03.  Expenses.

            (a) Reimbursement of Expenses. The Securing Parties jointly and
severally agree to reimburse each of the Secured Parties for all reasonable
costs and expenses of the Secured Parties (including, without limitation, the
reasonable fees and expenses of legal counsel to the Administrative Agent and
the Lenders; provided, that the Lenders and the Issuing Lenders (but not the
Administrative Agent) shall be limited to one counsel together for the Lenders
and the Issuing Lenders as a group so long as any Lender or any Issuing Lender,
as the case may be, has not, in good faith (and based on advice of counsel for
such Lender or such Issuing Lender, as the case may be), reasonably determined
that its interests conflict sufficiently with those of the other Lenders to
warrant the employment of separate counsel for such Lender or such Issuing
Lender, as the case may be, in which case such Lender or such Issuing Lender
shall be paid, or reimbursed for payment of, the fees, charges and disbursements
of such separate counsel) in connection with (i) any Default and any enforcement
or collection proceeding resulting therefrom, including, without limitation, all
manner of participation in or other involvement with (w) performance by the
Administrative Agent of any obligations of the Securing Parties in respect of
the Collateral that the Securing Parties have failed or refused to perform, (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, or any actual or attempted sale, or any exchange, enforcement,
collection, compromise or settlement in respect of any of the Collateral, and
for the care of the Collateral and defending or asserting rights and claims of
the Administrative Agent in respect thereof, by litigation or otherwise, (y)
judicial or regulatory proceedings and (z) workout, restructuring or other
negotiations or proceedings (whether or not the workout, restructuring or
transaction contemplated thereby is consummated) and (ii) the enforcement of
this Section 6.03, and all such


                                Pledge Agreement
<PAGE>
                                      -14-


costs and expenses shall be Secured Obligations entitled to the benefits of the
collateral security provided pursuant to Article III hereof.

            (b)   Payment Upon Demand.  All amounts due under this Section
6.03 shall be payable promptly after written demand therefor.

            SECTION 6.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Securing Parties, the Secured Parties and each
holder of the Secured Obligations, except that no Securing Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent (and any attempted assignment or
transfer by any Securing Party without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the Securing Parties and the respective successors
and assigns of the Securing Parties, the Secured Parties and each holder of the
Secured Obligations) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

            SECTION 6.05. Counterparts. This Agreement may be executed in
counterparts (and by the parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.

            SECTION 6.06. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 6.07.  Governing Law.  This Agreement shall be construed
in accordance with and governed by the law of the State of New York.

            SECTION 6.08. Headings. Article and Section headings used herein are
for convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

            SECTION 6.09. Agents and Attorneys-in-Fact. The Administrative Agent
may employ agents and attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

            SECTION 6.10. Additional Subsidiary Guarantors. As contemplated by
Section 6.10(a) of the Credit Agreement, in the event that any Securing Party
shall form or acquire any new Subsidiary after the date hereof, such Securing
Party will cause such new Subsidiary to execute and deliver to the
Administrative Agent a Joinder Agreement in the form of Exhibit E to the Credit
Agreement (and, thereby, to become a party to the Credit Agreement as a
"Subsidiary Guarantor" thereunder, and under this Agreement, and to pledge and
grant a security interest in any of its property of the type included in
"Collateral" under this Agreement to the Administrative Agent for the benefit of
the Secured Parties). Accordingly, upon the


                                Pledge Agreement
<PAGE>

                                      -15-


execution and delivery of any such Joinder Agreement by any such new Subsidiary,
such new Subsidiary shall automatically and immediately, and without any further
action on the part of any Person, become a "Securing Party" under and for all
purposes of this Agreement, and Annex 1 hereto shall be deemed to be
supplemented in the manner specified in said Joinder Agreement.

            SECTION 6.11. Certain Provisions Applicable to Subsidiary Borrower.
Anything herein to the contrary notwithstanding, it is the intention of this
Agreement that the Liens upon property of the Subsidiary Borrower hereunder
shall secure only the Secured Obligations of the Subsidiary Borrower, and no
other Secured Obligations. In addition, in the event that the Subsidiary
Borrower shall become a party hereto and shall at such time or at any time
thereafter have any Subsidiary, the Subsidiary Borrower shall, and shall cause
each such Subsidiary to, take such actions and execute and deliver such
instruments, as shall be requested by the Administrative Agent in order that
each such Subsidiary shall guarantee the obligations of the Subsidiary Borrower
under the Credit Agreement and grant, pursuant to this Pledge Agreement or a
separate instrument governed by the law of Puerto Rico in form and substance
satisfactory to the Administrative Agent, a Lien in favor of the Administrative
Agent for the benefit of the Lenders as collateral security for the obligations
of such Subsidiary under and in respect of such Guarantee.


                                Pledge Agreement
<PAGE>
                                      -16-


            IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                              LAMAR MEDIA CORP.


                              By:
                                 -----------------------------------------------
                                 Title:

                              INITIAL SUBSIDIARY GUARANTORS

                              INTERSTATE LOGOS, L.L.C.
                              THE LAMAR COMPANY, L.L.C.
                              LAMAR CENTRAL OUTDOOR, LLC

                              By:  Lamar Media Corp.,
                              Their Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                              LAMAR ADVERTISING SOUTHWEST, INC.
                              LAMAR OKLAHOMA HOLDING COMPANY,  INC.
                              LAMAR DOA TENNESSEE HOLDINGS, INC.
                              LAMAR OBIE CORPORATION

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -17-


INTERSTATE LOGOS, L.L.C. ENTITIES:
                              MISSOURI LOGOS, LLC
                              KENTUCKY LOGOS, LLC
                              OKLAHOMA LOGOS, L.L.C.
                              MISSISSIPPI LOGOS, L.LC.
                              DELAWARE LOGOS, L.L.C.
                              NEW JERSEY LOGOS, L.L.C.
                              GEORGIA LOGOS, L.L.C.
                              VIRGINIA LOGOS, LLC
                              MAINE LOGOS, L.L.C.
                              WASHINGTON LOGOS, L.L.C.

                              By:  Interstate Logos, L.L.C.
                              Their Managing Member
                              By: Lamar Media Corp.
                              Its: Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -18-


INTERSTATE LOGOS, L.L.C. ENTITIES CONTINUED:

                              NEBRASKA LOGOS, INC.
                              OHIO LOGOS, INC.
                              UTAH LOGOS, INC.
                              SOUTH CAROLINA LOGOS, INC.
                              MINNESOTA LOGOS, INC.
                              MICHIGAN LOGOS, INC.
                              FLORIDA LOGOS, INC.
                              NEVADA LOGOS, INC.
                              TENNESSEE LOGOS, INC.
                              KANSAS LOGOS, INC.
                              COLORADO LOGOS, INC.
                              NEW MEXICO LOGOS, INC.


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              TEXAS LOGOS, L.P.

                              By:  Oklahoma Logos, L.L.C.
                              Its: General Partner
                              By:  Interstate Logos, L.L.C.
                              Its: Managing Member
                              By:  Lamar Media Corp.
                              Its: Managing Member


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -19-


THE LAMAR COMPANY, L.L.C. ENTITIES:

                              LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                              LAMAR TEXAS GENERAL PARTNER, INC.
                              TLC PROPERTIES, INC.
                              TLC PROPERTIES II, INC.
                              LAMAR PENSACOLA TRANSIT, INC.
                              LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                              LAMAR ADVERTISING OF MICHIGAN, INC.
                              LAMAR ELECTRICAL, INC.
                              AMERICAN SIGNS, INC.
                              LAMAR OCI NORTH CORPORATION
                              LAMAR OCI SOUTH CORPORATION
                              LAMAR ADVERTISING OF KENTUCKY, INC.
                              LAMAR FLORIDA, INC.
                              LAMAR ADVAN, INC.
                              LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                              LAMAR OHIO OUTDOOR HOLDING CORP.
                              TRANS WEST OUTDOOR ADVERTISING, INC.
                              OUTDOOR MARKETING SYSTEMS, INC.


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -20-


THE LAMAR COMPANY, L.L.C. ENTITIES CONTINUED:

                              LAMAR ADVERTISING OF PENN, LLC
                              LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                              LAMAR TENNESSEE, L.L.C.
                              LC BILLBOARD, L.L.C.
                              LAMAR AIR, L.L.C.
                              ADVANTAGE ADVERTISING, LLC

                              By:  The Lamar Company, L.L.C.
                              Their Managing Member
                              By: Lamar Media Corp.
                              Its: Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              LAMAR TEXAS LIMITED PARTNERSHIP

                              By:  Lamar Texas General Partner, Inc.
                              Its: General Partner

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -21-


THE LAMAR COMPANY, L.L.C. ENTITIES CONTINUED:

                              TLC PROPERTIES, L.L.C.
                              TLC FARMS, L.L.C.

                              By:  TLC Properties, Inc.
                              Their Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              LAMAR T.T.R., L.L.C.

                              By:  Lamar Advertising of Youngstown, Inc.
                              Its: Managing Member

                              By:
                                 -----------------------------------------------
                                   Keith A. Istre
                                   Executive Vice-President/
                                   Chief Financial Officer

                              OUTDOOR MARKETING SYSTEMS, L.L.C.

                              By:  Outdoor Marketing Systems, Inc.
                              Its: Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -22-


LAMAR CENTRAL OUTDOOR, LLC ENTITIES:

                              LAMAR ADVANTAGE HOLDING COMPANY
                              PREMERE OUTDOOR, INC.
                              HAM DEVELOPMENT CORPORATION
                              10 OUTDOOR ADVERTISING, INC.
                              LAMAR CALIFORNIA ACQUISITION
                              CORPORATION

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                              OUTDOOR PROMOTIONS WEST, LLC
                              TRANSIT AMERICA LAS VEGAS, L.L.C.
                              LAMAR TRANSIT ADVERTISING OF NEW
                              ORLEANS, LLC
                              TRIUMPH OUTDOOR RHODE ISLAND, LLC

                              By:  Triumph Outdoor Holdings, LLC
                              Their Managing Member
                              By:  Lamar Central Outdoor, LLC
                              Its: Managing Member
                              By:  Lamar Media Corp.
                              Its: Managing Member


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -23-


LAMAR CENTRAL OUTDOOR, LLC ENTITIES CONTINUED:

                              TRIUMPH OUTDOOR HOLDINGS, LLC
                              LAMAR ADVANTAGE GP COMPANY, LLC
                              LAMAR ADVANTAGE LP COMPANY, LLC
                              STOKELY AD AGENCY, L.L.C.

                              By:  Lamar Central Outdoor, LLC
                              Their Managing Member
                              By:  Lamar Media Corp.
                              Its: Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer

                              LAMAR ADVANTAGE OUTDOOR
                              COMPANY, L.P.

                              By:  Lamar Advantage GP Company, LLC
                              Its: General Partner
                              By:  Lamar Central Outdoor, LLC
                              Its: Managing Member
                              By:  Lamar Media Corp.
                              Its: Managing Member


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -24-


LAMAR OKLAHOMA HOLDING COMPANY, INC. ENTITIES:

                              LAMAR BENCHES, INC.
                              LAMAR I-40 WEST, INC.
                              LAMAR ADVERTISING OF OKLAHOMA, INC.


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


LAMAR DOA TENNESSEE HOLDINGS, INC. ENTITIES:

                              LAMAR DOA TENNESSEE, INC.


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -25-


LAMAR OBIE CORPORATION ENTITIES:

                              SELECT MEDIA, INC.
                              O.B. WALLS, INC.


                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                              OBIE BILLBOARD, LLC

                              By:  Lamar Obie Corporation
                              Its: Managing Member

                              By:
                                 -----------------------------------------------
                                     Keith A. Istre
                              Title: Executive Vice-President/
                                     Chief Financial Officer


                                Pledge Agreement
<PAGE>
                                      -26-


                              ADMINISTRATIVE AGENT

                              JPMORGAN CHASE BANK, N.A.,
                              as Administrative Agent

                              By:
                                 -----------------------------------------------
                                 Title:


                                Pledge Agreement
<PAGE>
                                                                         ANNEX 1


                                ANNEX 1 - PART 1


                              Certain Restrictions

           WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, AS TRUSTEE
                         DATED AS OF SEPTEMBER 23, 2002
                    7.25% SENIOR SUBORDINATED NOTES DUE 2013

              THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE
                           DATED AS OF AUGUST 16, 2005
                              6 5/8% NOTES DUE 2015

         DOCUMENTS SECURING LOANS FROM THE SMALL BUSINESS ADMINISTRATION


                           Annex 1 to Pledge Agreement
<PAGE>
                                ANNEX 1 - Part 2

                                 Pledged Equity

<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
Lamar              Lamar Media Corp.     Common/$0.01          100            2        100
Advertising                              Par Value
Company

Lamar Media Corp.  Interstate Logos,     Membership          1,000            1        100
                   L.L.C.                Interest

                   The Lamar Company,    Membership          1,000            1        100
                   L.L.C.                Interest

                   Lamar Oklahoma        Class A               100            3        100
                   Holding Company,      Common/
                   Inc.                  $0.001
                                         Par Value

                   Lamar Canadian        Common Stock    1,300,000            3         65
                   Outdoor Company

                   Lamar Central         Membership           1000            1        100
                   Outdoor, LLC          Interest

                   Lamar Advertising     Class A               100          A-1        100
                   Southwest, Inc.       Common/$0.001
                                         Par Value

                   Lamar DOA             Common/$0.001         100          C-3        100
                   Tennessee Holdings,   Par Value
                   Inc.

                   Lamar Obie            Common Stock,        1000            2        100
                   Corporation           $.01 par value

Interstate Logos,  Utah Logos, Inc.      Common/               100            3        100
L.L.C.                                   No Par Value


                   Virginia Logos, LLC   Common/              1000            2        100
                                         No Par Value


                   Colorado Logos, Inc.  Common/               100            2        100
                                         No Par Value
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                      -2-


<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
                   New Mexico Logos,     Common/               100            2        100
                   Inc.                  No Par Value


                   Canadian TODS         Common/                65            4         65
                   Limited               No Par Value


                   Delaware Logos,       Membership          1,000            2        100
                   L.L.C.                Interest

                   Florida Logos, Inc.   Common/               100            4         20
                                         No Par Value


                   Georgia Logos,        Membership          1,000            2        100
                   L.L.C.                Interest

                   Kansas Logos, Inc.    Common/               100            2        100
                                         No Par Value


                   Kentucky Logos,       Membership           1000            2        100
                   LLC                   Interest

                   Lamar Air, L.L.C.     Membership             10            5         10
                                         Interest

                   Michigan Logos, Inc.  Common/               100            3        100
                                         No Par Value

                   Minnesota Logos,      Common/               100            2        100
                   Inc.                  No Par Value


                   Mississippi Logos,    Membership          1,000            2        100
                   L.L.C.                Interest


                   Missouri Logos, LLC   Membership           1000            2        100
                                         Interest

                   Nebraska Logos, Inc.  Common/               100            3        100
                                         $1.00
                                         Par Value

                   Nevada Logos, Inc.    Common/               100            2        100
                                         No Par Value

                   New Jersey Logos,     Membership          1,000            2        100
                   L.L.C.                Interest
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                      -3-


<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
                   Ohio Logos, Inc.      Common/               100            3        100
                                         No Par Value

                   Oklahoma Logos,       Membership           1000            2        100
                   L.L.C.                Interest

Oklahoma           Texas Logos, L.P.     Partnership           N/A         1 GP          1%
Logos, L.L.C.                            Interest


                   South Carolina        Common/               100            2        100
                   Logos, Inc.           No Par Value


                   Tennessee Logos,      Common/               100            2        100
                   Inc.                  No Par Value

                   Texas Logos, L.P.     N/A                   N/A         2 LP         99%


                   Maine Logos, L.L.C.   Membership            N/A            2        100
                                         Interest

                   Washington Logos,     Membership            N/A            1        100
                   L.L.C.                Interest

The Lamar          Lamar Air, L.L.C.     Membership             90            4         90
Company,                                 Interest
L.L.C.
                   TLC Properties II,    Common/               100            2        100
                   Inc.                  $0.01
                                         Par Value

                   Lamar Pensacola       Common/               100            2        100
                   Transit, Inc.         No Par Value


                   Lamar Tennessee,      Membership          1,000            3        100
                   L.L.C.                Interest


                   Lamar Texas General   Common/             1,000            2        100
                   Partner,              No Par Value
                   Inc.

Lamar Texas        Lamar Texas Limited   Partnership           N/A            1          1%
General Partner,   Partnership           Interest
Inc.

                   TLC Properties, Inc.  Common/               385            8        100
                                         No Par Value
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                      -4-


<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
TLC Properties,    TLC Properties,       Membership          1,000            1        100
Inc.               L.L.C.                Interest

TLC Properties,    TLC Farms, L.L.C.     Membership          1,000            1        100
Inc.                                     Interest


                   American Signs, Inc.  Class A             1,000            3        100
                                         Common/
                                         $1.00
                                         Par Value

                   Lamar Advertising of  Common/ No          1,600           12        100
                   Colorado Springs,     Par Value
                   Inc.

                   Lamar OCI North       Class A               100         A023        100
                   Corporation           Common/
                                         $0.10
                                         Par Value

                   Lamar OCI South       Common/             3,600           59        100
                   Corporation           $100.00
                                         Par Value

                   Lamar Advertising     Common/             1,000            4        100
                   of Kentucky, Inc.     No Par Value

                   Lamar Electrical,     Class A             1,000            2        100
                   Inc.                  Common;
                                         $0.01
                                         Par Value

                   Lamar Advertising     Class A             1,000            3        100
                   of Michigan, Inc.     Common/
                                         No Par Value

                   Lamar Advertising     Class A             1,000            2        100
                   of South Dakota,      Common/
                   Inc.                  $0.01
                                         Par Value

                   Lamar Advertising     Membership          1,000            2        100
                   of Louisiana, L.L.C.  Interest

                   Lamar Advertising     Membership          1,000            1        100
                   of Penn, LLC          Interest

Lamar              Lamar Advan, Inc.     Common, No          1,000            4        100
Advertising of                           Par Value
Penn, LLC
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                      -5-



<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
Lamar              Florida Logos, Inc.   Common, No            400            3         80
Advertising of                           Par Value
Penn, LLC

Lamar              Lamar Texas Limited   Partnership            99            4         99
Advertising of     Partnership           interest
Penn, LLC


                   Lamar Florida, Inc.   Common, No          1,000            3        100
                                         Par Value

                   LC Billboard, L.L.C.  Membership          1,000            1        100
                                         Interest

                   Lamar Ohio Outdoor    Common/ Par
                   Holding Corp.         Value $0.01         1,000           35        100

                   Trans West Outdoor    Common/ Par
                   Advertising, Inc.     Value of $0.001       100            5        100

                   ADvantage             Membership          1,000            1        100
                   Advertising, LLC      Interest

                   Lamar Advertising of  Class A             1,000           26        100
                   Youngstown, Inc.      Common/
                                         No Par Value

Lamar              Lamar T.T.R., L.L.C.  Membership          1,000            1        100
Advertising of                           Interest
Youngstown,
Inc.


                   Outdoor Marketing     Common/ Par        10,000            5        100
                   Systems, Inc.         Value $1.00

Outdoor            Outdoor Marketing     Membership          1,000            1        100
Marketing          Systems, L.L.C.       Interest
Systems, Inc.

Lamar Central      Stokely Ad Agency,    Membership          1,000            3        100
Outdoor, LLC       L.L.C.                Interest

                   Lamar California      Common Stock,         100            3        100
                   Acquisition           $.01 par value
                   Corporation

                   Ham Development       Common Stock,       1,000            6        100
                   Corporation           No par value

                   10 Outdoor            Common Stock,       1,000            5        100
                   Advertising, Inc.     No par value

                   Lamar Advantage GP    N/A                 1,000            3        100
                   Company, LLC
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                      -6-


<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
                   Lamar Advantage LP    N/A                 1,000            3        100
                   Company, LLC
Lamar                                    Common Stock,
Advantage GP       Premere Outdoor,      No Par Value        1,000            4        100
Company, LLC       Inc.

Lamar              Lamar Advantage       N/A                   N/A          1LP       99.9
Advantage LP       Outdoor Company,
Company, LLC       L.P.

Lamar              Lamar Advantage       N/A                   N/A          1GP        0.1
Advantage GP       Outdoor Company,
Company, LLC       L.P.

Lamar                                    Class A
Advantage          Lamar Advantage       Common/ $0.001        100            2        100
Outdoor            Holding Company       par value
Company, L.P.

                   Triumph Outdoor       Membership            100            3        100
                   Holdings, LLC         Interest

Triumph            Outdoor Promotions    Membership            100            1        100
Outdoor            West, LLC             Interest
Holdings, LLC

Triumph            Transit America Las   Membership            100            1        100
Outdoor            Vegas, L.L.C.         Interest
Holdings, LLC

Triumph            Lamar Transit         Membership           1000            2        100
Outdoor            Advertising of New    Interest
Holdings, LLC      Orleans, LLC

Triumph            Triumph Outdoor       Membership            100            1        100
Outdoor            Rhode Island, LLC     Interest
Holdings, LLC


Lamar              Lamar I-40 West,      Class A               100            2        100
Oklahoma           Inc.                  Common/
Holding                                  $0.001
Company, Inc.                            Par Value

                   Lamar Advertising     Class A               100            6        100
                   of Oklahoma, Inc.     Common/
                                         $0.001
                                         Par Value

Lamar                                    Class A
Advertising of                           Common/$0.001
Oklahoma, Inc.     Lamar Benches, Inc.   Par Value             100            2        100

Lamar DOA
Tennessee          Lamar DOA             Common/ $0.001        100          C-8        100
Holdings, Inc.     Tennessee, Inc.       Par Value
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                      -7-


<TABLE>
<CAPTION>
 DEBTOR/PLEDGOR           ISSUER         CLASS AND PAR   NUMBER OF  CERTIFICATE    % OF
    OWNERSHIP                                VALUE        SHARES       NUMBER    OWNERSHIP
------------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>        <C>          <C>
Lamar Obie         O.B. Walls, Inc.      Common Stock,         100            9        100
Corporation                              no par value

                   Select Media, Inc.    Common Stock,         100            2        100
                                         no par value

                   Lamar Transit         Common stock,          65            7         65
                   Advertising Canada,   no par value
                   Ltd.

                   Obie Billboard, LLC   Membership           1000            2        100
                                         Interest
</TABLE>


                           Annex 1 to Pledge Agreement
<PAGE>
                                                                         ANNEX 2


                                 FILING DETAILS

                                 [Please update]


<TABLE>
<CAPTION>
                                               Type of Organization
                                               (corporation, limited                     Organizational
Current Legal Name                             liability              Jurisdiction of    ID Number
(no trade names)                               company, etc.)         Organization       (if applicable)
----------------                               --------------         ---------------    ---------------
<S>                                            <C>                    <C>                <C>
Lamar Advertising Company                      Corporation            Delaware           72-1449411



Lamar Media Corp.                              Corporation            Delaware           72-1205791

American Signs, Inc.                           Corporation            Washington         91-1642046

Canadian Tods Limited                          Corporation            Nova Scotia           N/A

Colorado Logos, Inc.                           Corporation            Colorado           84-1480715

Delaware Logos, L.L.C.                         Limited liability co.  Delaware           51-0392715

Florida Logos, Inc.                            Corporation            Florida            65-0671887

Kansas Logos, Inc.                             Corporation            Kansas             48-1187701

Kentucky Logos, LLC                            Limited liability co.  Kentucky           62-1839054

Lamar Advertising of Colorado Springs, Inc.    Corporation            Colorado           72-0931093

Lamar Advertising of Kentucky, Inc.            Corporation            Kentucky           61-1306385
</TABLE>

<TABLE>
<CAPTION>
                                                                      Place of Business or
Current Legal Name                             Current                Location of            Former Legal Name(s)
(no trade names)                               Mailing Address        Chief Executive Order  (if any)
------------------                             ---------------        ---------------------  --------------------
<S>                                            <C>                    <C>                    <C>
Lamar Advertising Company                      5551 Corporate Blvd.,  5551 Corporate Blvd.,  Lamar New Holding Co.
                                               Ste. 2A,               Ste. 2A,
                                               Baton Rouge, LA 70808  Baton Rouge, LA 70808

Lamar Media Corp.                              Same as above          Same as above          Lamar Advertising Company

American Signs, Inc.                           Same as above          Same as above

Canadian Tods Limited                          Same as above          Same as above

Colorado Logos, Inc.                           Same as above          Same as above

Delaware Logos, L.L.C.                         Same as above          Same as above

Florida Logos, Inc.                            Same as above          Same as above

Kansas Logos, Inc.                             Same as above          Same as above

Kentucky Logos, LLC                            Same as above          Same as above

Lamar Advertising of Colorado Springs, Inc.    Same as above          Same as above

Lamar Advertising of Kentucky, Inc.            Same as above          Same as above          Kentucky Outdoor Advertising
                                                                                             Works, Inc.
</TABLE>


                           Annex 2 to Pledge Agreement
<PAGE>
                                      -2-


<TABLE>
<CAPTION>
                                               Type of Organization
                                               (corporation, limited                     Organizational
Current Legal Name                             liability              Jurisdiction of    ID Number
(no trade names)                               company, etc.)         Organization       (if applicable)
------------------                             --------------         --------------     ---------------
<S>                                            <C>                    <C>                <C>
Lamar Advertising of Michigan, Inc.            Corporation            Michigan           38-3376495

Lamar Advertising of South Dakota, Inc.        Corporation            South Dakota       46-0446615

Lamar Advertising of Youngstown, Inc.          Corporation            Delaware           23-2669670

Lamar Air, L.L.C.                              Limited liability co.  Louisiana          72-1277136

Lamar Electrical, Inc.                         Corporation            Louisiana          72-1392115

Lamar OCI North Corporation                    Corporation            Delaware           38-2885263

Lamar OCI South Corporation                    Corporation            Mississippi        64-0520092

Lamar Pensacola Transit, Inc.                  Corporation            Florida            59-3391978

Lamar Tennessee, L.L.C.                        Limited liability co.  Tennessee          72-1309007

Lamar Texas General Partner, Inc.              Corporation            Louisiana          72-1309003

Lamar Texas Limited Partnership                Limited Partnership    Texas              72-1309005

Michigan Logos, Inc.                           Corporation            Michigan           38-3071362

Minnesota Logos, Inc.                          Corporation            Minnesota          41-1800355

Missouri Logos, LLC                            Limited liablity co.   Missouri           72-1485587

Nebraska Logos, Inc.                           Corporation            Nebraska           72-1137877

Nevada Logos, Inc.                             Corporation            Nevada             88-0373108

New Mexico Logos, Inc.                         Corporation            New Mexico         85-0446801
</TABLE>

<TABLE>
<CAPTION>
                                                                      Place of Business or
Current Legal Name                             Current                Location of            Former Legal Name(s)
(no trade names)                               Mailing Address        Chief Executive Order  (if any)
------------------                             ---------------        ---------------------  --------------------
<S>                                            <C>                    <C>                    <C>
Lamar Advertising of Michigan, Inc.            Same as above          Same as above

Lamar Advertising of South Dakota, Inc.        Same as above          Same as above

Lamar Advertising of Youngstown, Inc.          Same as above          Same as above          FKM Advertising Co., Inc.

Lamar Air, L.L.C.                              Same as above          Same as above

Lamar Electrical, Inc.                         Same as above          Same as above

Lamar OCI North Corporation                    Same as above          Same as above          OCI (N) Corp.

Lamar OCI South Corporation                    Same as above          Same as above          OCI (S) Corp.

Lamar Pensacola Transit, Inc.                  Same as above          Same as above

Lamar Tennessee, L.L.C.                        Same as above          Same as above

Lamar Texas General Partner, Inc.              Same as above          Same as above

Lamar Texas Limited Partnership                Same as above          Same as above

Michigan Logos, Inc.                           Same as above          Same as above

Minnesota Logos, Inc.                          Same as above          Same as above

Missouri Logos, LLC                            Same as above          Same as above

Nebraska Logos, Inc.                           Same as above          Same as above

Nevada Logos, Inc.                             Same as above          Same as above

New Mexico Logos, Inc.                         Same as above          Same as above
</TABLE>


                           Annex 2 to Pledge Agreement
<PAGE>
                                      -3-


<TABLE>
<CAPTION>
                                               Type of Organization
                                               (corporation, limited                     Organizational
Current Legal Name                             liability              Jurisdiction of    ID Number
(no trade names)                               company, etc.)         Organization       (if applicable)
----------------                               --------------         ------------       ---------------
<S>                                            <C>                    <C>                <C>
Ohio Logos, Inc.                               Corporation            Ohio               72-1148212

Outdoor Promotions West, LLC                   Limited liability co.  Delaware           22-3598746

South Carolina Logos, Inc.                     Corporation            South Carolina     58-2152628

Tennessee Logos, Inc.                          Corporation            Tennessee          62-1649765

Texas Logos, L.P.                              Limited partnership    Texas              72-1490894

TLC Properties II, Inc.                        Corporation            Texas              72-1336624

TLC Properties, Inc.                           Corporation            Louisiana          72-0640751

TLC Properties, L.L.C.                         Limited liability co.  Louisiana          72-1417495

Transit America Las Vegas, L.L.C.              Limited liability co.  Delaware           88-0386243

Triumph Outdoor Holdings, LLC                  Limited liability co.  Delaware           13-3990438

Lamar Transit Advertising of New Orleans, LLC  Limited liability co.  Delaware           52-2122268

Triumph Outdoor Rhode Island, LLC              Limited liability co.  Delaware           05-0500914

Utah Logos, Inc.                               Corporation            Utah               72-1148211

Virginia Logos, LLC                            Limited liability co.  Virginia           62-1839208

The Lamar Company, L.L.C.                      Limited liability co.  Louisiana          72-1462298

Lamar Advertising of Penn, LLC                 Limited liability co.  Delaware           72-1462301
</TABLE>

<TABLE>
<CAPTION>
                                                                      Place of Business or
Current Legal Name                             Current                Location of            Former Legal Name(s)
(no trade names)                               Mailing Address        Chief Executive Order  (if any)
----------------                               ---------------        ---------------------  --------------------
<S>                                            <C>                    <C>                    <C>
Ohio Logos, Inc.                               Same as above          Same as above

Outdoor Promotions West, LLC                   Same as above          Same as above

South Carolina Logos, Inc.                     Same as above          Same as above

Tennessee Logos, Inc.                          Same as above          Same as above

Texas Logos, L.P.                              Same as above          Same as above

TLC Properties II, Inc.                        Same as above          Same as above

TLC Properties, Inc.                           Same as above          Same as above

TLC Properties, L.L.C.                         Same as above          Same as above

Transit America Las Vegas, L.L.C.              Same as above          Same as above

Triumph Outdoor Holdings, LLC                  Same as above          Same as above          Transit America Holdings, LLC

Lamar Transit Advertising of New Orleans, LLC  Same as above          Same as above          Triumph Outdoor Louisiana, LLC

Triumph Outdoor Rhode Island, LLC              Same as above          Same as above          Transit America Holdings, LLC

Utah Logos, Inc.                               Same as above          Same as above

Virginia Logos, LLC                            Same as above          Same as above

The Lamar Company, L.L.C.                      Same as above          Same as above

Lamar Advertising of Penn, LLC                 Same as above          Same as above
</TABLE>


                           Annex 2 to Pledge Agreement
<PAGE>
                                      -4-


<TABLE>
<CAPTION>
                                               Type of Organization
                                               (corporation, limited                     Organizational
Current Legal Name                             liability              Jurisdiction of    ID Number
(no trade names)                               company, etc.)         Organization       (if applicable)
----------------                               --------------         ---------------    ---------------
<S>                                            <C>                    <C>                <C>
Lamar Advertising of Louisiana, L.L.C.         Limited liability co.  Louisiana          72-1462297

Lamar Florida, Inc.                            Corporation            Florida            72-1467178

Lamar Advan, Inc.                              Corporation            Pennsylvania       25-1736076

Lamar T.T.R., L.L.C.                           Limited liability co.  Arizona            86-0928767

Lamar Advantage GP Company, LLC                Limited liability co.  Delaware           72-1490891

Lamar Advantage LP Company, LLC                Limited liability co.  Delaware           76-0637519

Lamar Advantage Outdoor Company, L.P.          Limited partnership    Delaware           74-2841299

Lamar Advantage Holding Company                Corporation            Delaware           76-0619569

Lamar Oklahoma Holding Company, Inc.           Corporation            Oklahoma           73-1474290

Lamar Advertising of Oklahoma, Inc.            Corporation            Oklahoma           73-1178474

Lamar Benches, Inc.                            Corporation            Oklahoma           73-1524386

Lamar I-40 West, Inc.                          Corporation            Oklahoma           73-1498886

Georgia Logos, L.L.C.                          Limited liability co.  Georgia            72-1469485

Mississippi Logos, L.L.C.                      Limited liability co.  Mississippi        72-1469487

New Jersey Logos, L.L.C.                       Limited liability co.  New Jersey         72-1469048

Oklahoma Logos, L.L.C.                         Limited liability co.  Oklahoma           72-1469103
</TABLE>

<TABLE>
<CAPTION>
                                                                      Place of Business or
Current Legal Name                             Current                Location of            Former Legal Name(s)
(no trade names)                               Mailing Address        Chief Executive Order  (if any)
----------------                               ---------------        ---------------------  --------------------
<S>                                            <C>                    <C>                    <C>
Lamar Advertising of Louisiana, L.L.C.         Same as above          Same as above

Lamar Florida, Inc.                            Same as above          Same as above

Lamar Advan, Inc.                              Same as above          Same as above          Advan Outdoor, Inc.

Lamar T.T.R., L.L.C.                           Same as above          Same as above          T.T.R., L.L.C.

Lamar Advantage GP Company, LLC                Same as above          Same as above          Advantage GP Company, LLC

Lamar Advantage LP Company, LLC                Same as above          Same as above          Advantage LP Company, LLC

Lamar Advantage Outdoor Company, L.P.          Same as above          Same as above          Advantage Outdoor Company, L.P.

Lamar Advantage Holding Company                Same as above          Same as above          Advantage Holding Company

Lamar Oklahoma Holding Company, Inc.           Same as above          Same as above          Lamar Advertising of Oklahoma, Inc.

Lamar Advertising of Oklahoma, Inc.            Same as above          Same as above          Tyler Outdoor Advertising, Inc.

Lamar Benches, Inc.                            Same as above          Same as above          Tyler Benches, Inc.

Lamar I-40 West, Inc.                          Same as above          Same as above          Tyler I-40 West, Inc.

Georgia Logos, L.L.C.                          Same as above          Same as above          Georgia Logos, Inc.

Mississippi Logos, L.L.C.                      Same as above          Same as above

New Jersey Logos, L.L.C.                       Same as above          Same as above

Oklahoma Logos, L.L.C.                         Same as above          Same as above
</TABLE>


                           Annex 2 to Pledge Agreement
<PAGE>
                                      -5-


<TABLE>
<CAPTION>
                                               Type of Organization
                                               (corporation, limited                     Organizational
Current Legal Name                             liability              Jurisdiction of    ID Number
(no trade names)                               company, etc.)         Organization       (if applicable)
----------------                               --------------         ------------       ---------------
<S>                                            <C>                    <C>                <C>
Interstate Logos, L.L.C.                       Limited liability co.  Louisiana          72-1490893

LC Billboard, L.L.C.                           Limited liability co.  Delaware           63-1692342

Lamar Ohio Outdoor Holding Corp.               Corporation            Ohio               34-1597561

Outdoor Marketing Systems, Inc.                Corporation            Pennsylvania       23-2659279

Outdoor Marketing Systems, L.L.C.              Limited liability co.  Pennsylvania       23-2659279

Lamar Advertising Southwest, Inc.              Corporation            Nevada             85-0113644


Lamar DOA Tennessee Holding, Inc.              Corporation            Delaware           41-1991164


Lamar DOA Tennessee, Inc.                      Corporation            Delaware           41-1882464


Maine Logos, L.L.C.                            Limited liability co.  Maine              72-1492985

Trans West Outdoor Advertising, Inc.           Corporation            California         33-0825978

Washington Logos, L.L.C.                       Limited liability co.  Washington         73-1648809

Lamar Pinnacle Acquisition Co.                 Corporation            Georgia            02-0667329

Stokely Ad Agency, L.L.C.                      Limited liability co.  Oklahoma           43-2007969

Lamar California Acquisition                   Corporation            California         20-0634929
Corporation
</TABLE>

<TABLE>
<CAPTION>
                                                                      Place of Business or
Current Legal Name                             Current                Location of            Former Legal Name(s)
(no trade names)                               Mailing Address        Chief Executive Order  (if any)
----------------                               ---------------        ---------------------  --------------------
<S>                                            <C>                    <C>                    <C>
Interstate Logos, L.L.C.                       Same as above          Same as above

LC Billboard, L.L.C.                           Same as above          Same as above

Lamar Ohio Outdoor Holding Corp.               Same as above          Same as above          Ohio Outdoor Holding Corp.

Outdoor Marketing Systems, Inc.                Same as above          Same as above

Outdoor Marketing Systems, L.L.C.              Same as above          Same as above

Lamar Advertising Southwest, Inc.              Same as above          Same as above          Bowlin Outdoor Advertising &
                                                                                             Travel Centers Incorporated

Lamar DOA Tennessee Holding, Inc.              Same as above          Same as above          Delite Outdoor Advertising of
                                                                                             Tennessee Holdings, Inc.

Lamar DOA Tennessee, Inc.                      Same as above          Same as above          Delite Outdoor Advertising of
                                                                                             Tennessee, Inc.

Maine Logos, L.L.C.                            Same as above          Same as above

Trans West Outdoor Advertising, Inc.           Same as above          Same as above

Washington Logos, L.L.C.                       Same as above          Same as above

Lamar Pinnacle Acquisition Co.                 Same as above          Same as above

Stokely Ad Agency, L.L.C.                      Same as above          Same as above

Lamar California Acquisition                   Same as above          Same as above
Corporation
</TABLE>


                           Annex 2 to Pledge Agreement
<PAGE>
                                      -6-


<TABLE>
<CAPTION>
                                               Type of Organization
                                               (corporation, limited                     Organizational
Current Legal Name                             liability              Jurisdiction of    ID Number
(no trade names)                               company, etc.)         Organization       (if applicable)
----------------                               ------------------     ---------------    ---------------
<S>                                            <C>                    <C>                <C>
Ham Development Corporation                    Corporation            California         33-0262739

10 Outdoor Advertising, Inc.                   Corporation            California         95-4300899

Premere Outdoor, Inc.                          Corporation            Illinois           36-4459650

TLC Farms, L.L.C.                              Limited liability co.  Louisiana          20-0634874
                                                                                         58-2586736
ADvantage Advertising, LLC                     Limited liability co.  Georgia

Lamar Canadian Outdoor Company                 Corporation            British Columbia,  859943300
                                                                      Canada

Lamar Obie Corporation                         Corporation            Delaware           33-1109314

Select Media, Inc.                             Corporation            Oregon             02-0654574

O. B. Walls, Inc.                              Corporation            Oregon             93-1013167
                                                                                         866724057

Lamar Transit Advertising                      Corporation            British Columbia,  866724057
Canada Ltd.                                                           Canada

10 Outdoor Advertising, Inc.                   Corporation            California         95-4300899

Obie Billboard, LLC                            Limited liability co.  Oregon                None


Lamar Central Outdoor, LLC                     Limited liability co.  Delaware           20-2471691
Delaware.
</TABLE>

<TABLE>
<CAPTION>
                                                                      Place of Business or
Current Legal Name                             Current                Location of            Former Legal Name(s)
(no trade names)                               Mailing Address        Chief Executive Order  (if any)
----------------                               ---------------        ---------------------  --------------------
<S>                                            <C>                    <C>                    <C>
Ham Development Corporation                    Same as above          Same as above

10 Outdoor Advertising, Inc.                   Same as above          Same as above

Premere Outdoor, Inc.                          Same as above          Same as above

TLC Farms, L.L.C.                              Same as above          Same as above

ADvantage Advertising, LLC                     Same as above          Same as above

Lamar Canadian Outdoor Company                 Same as above          Same as above          3087133 Nova Scotia Company


Lamar Obie Corporation                         Same as above          Same as above

Select Media, Inc.                             Same as above          Same as above

O. B. Walls, Inc.                              Same as above          Same as above


Lamar Transit Advertising                      Same as above          Same as above
Canada Ltd.

10 Outdoor Advertising, Inc.                   Same as above          Same as above

Obie Billboard, LLC                            Same as above          Same as above


Lamar Central Outdoor, LLC                     Same as above          Same as above
Delaware.
</TABLE>


                           Annex 2 to Pledge Agreement
<PAGE>


                                                                         ANNEX 3


                               "NEW DEBTOR" EVENTS


Description of Event                                Date of Event



                           Annex 3 to Pledge Agreement
<PAGE>
                                                                     EXHIBIT D-2

                [Form of Holdings Guaranty and Pledge Agreement]

                          GUARANTY AND PLEDGE AGREEMENT

      GUARANTY AND PLEDGE AGREEMENT dated as of September [__], 2005 between
LAMAR ADVERTISING COMPANY, a corporation duly organized and validly existing
under the laws of the State of Delaware ("Holdings"), and JPMorgan Chase Bank,
N.A., as administrative agent for the Lenders party to the Credit Agreement
referred to below (in such capacity, together with its successors in such
capacity, the "Administrative Agent").

      Lamar Media Corp., a Delaware corporation (the "Company"), the Subsidiary
Borrower that may be or may become a party thereto (the "Subsidiary Borrower"
and together with the Company, the "Borrowers"), the Subsidiary Guarantors named
therein, the lenders named therein and JPMorgan Chase Bank, N.A., as
administrative agent, are party to a Credit Agreement dated as of September
[__], 2005 (as modified and supplemented and in effect from time to time, the
"Credit Agreement") providing, subject to the terms and conditions thereof, for
extensions of credit (by means of loans and letters of credit) to be made by
said lenders (collectively, together with any entity that becomes a "Lender"
party to the Credit Agreement after the date hereof as provided therein, the
"Lenders" and, together with Administrative Agent and any successors or assigns
of any of the foregoing, the "Secured Parties") to the Company in an aggregate
principal or face amount not exceeding $800,000,000 (which, in the circumstances
contemplated by Section 2.01(c) thereof, may be increased to $1,300,000,000 and
made available to the Company and the Subsidiary Borrower). In addition, the
Borrowers may from time to time be obligated to one or more of the Lenders (or
their affiliates) under the Credit Agreement in respect of Swap Agreements under
and as defined in the Credit Agreement (collectively, the "Swap Agreements").

      To induce the Secured Parties to enter into the Credit Agreement, and to
extend credit thereunder and to extend credit to the Borrowers under Swap
Agreements, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Holdings has agreed to pledge and
grant a security interest in the Collateral (as so defined) as security for the
Secured Obligations (as so defined). Accordingly, the parties hereto agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. Defined Terms. Terms defined in the Credit Agreement are
used herein as defined therein. In addition, as used herein:

      "Collateral" has the meaning assigned to such term in Article IV.



                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -2-


      "Instrument" has the meaning assigned to such term in paragraph (d) of
Article IV.

      "Pledged Stock" has the meaning assigned to such term in paragraph (a) of
Article IV.

      "Secured Obligations" means, collectively, all obligations of Holdings
hereunder (including, without limitation) in respect of its Guarantee under
Article II hereof).

      "Stock Collateral" has the meaning assigned to such term in clause (c) of
Article IV.

      "Uniform Commercial Code" means the Uniform Commercial Code as in effect
from time to time in the State of New York.

      SECTION 1.02. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections
and Exhibits shall be construed to refer to Articles and Sections of, and
Exhibits to, this Agreement and (e) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


                                   ARTICLE II

                              GUARANTEE BY HOLDINGS

      SECTION 2.01. The Guarantee. Holdings hereby guarantees to each Lender,
each Issuing Lender and the Administrative Agent and their respective successors
and assigns the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the principal of and interest on the Loans made by
the Lenders to the Borrowers (including without limitation, any Incremental
Loans), all LC Disbursements and all other amounts from time to time owing to
the Lenders, the Issuing Lenders or the Administrative Agent by the Borrowers
hereunder or under any other Loan Document, and all obligations of either
Borrower to any Lender or any affiliate of a Lender under any Swap Agreement, in
each case strictly in


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -3-

accordance with the terms thereof (such obligations being
herein collectively called the "Guaranteed Obligations"). Holdings further
agrees that if either Borrower shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, Holdings will promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal
of any of the Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

      For purposes hereof, it is understood that any Guaranteed Obligations to a
Person arising under an agreement entered into at the time such Person (or an
affiliate thereof) is a "Lender" party to the Credit Agreement shall
nevertheless continue to constitute Guaranteed Obligations for purposes hereof,
notwithstanding that such Person (or its affiliate) may have assigned all of its
Loans and other interests in the Credit Agreement and, therefore, at the time a
claim is to be made in respect of such Guaranteed Obligations, such Person (or
its affiliate) is no longer a "Lender" party to the Credit Agreement.

      SECTION 2.02. Obligations Unconditional. The obligations of Holdings under
Section 2.01 are absolute and unconditional irrespective of the value,
genuineness, validity, regularity or enforceability of this Agreement, the other
Loan Documents or any other agreement or instrument referred to herein or
therein, or any substitution, release or exchange of any other guarantee of or
security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 2.02 that the
obligations of Holdings hereunder shall be absolute and unconditional under any
and all circumstances. Without limiting the generality of the foregoing, it is
agreed that the occurrence of any one or more of the following shall not alter
or impair the liability of Holdings hereunder which shall remain absolute and
unconditional as described above:

            (i) at any time or from time to time, without notice to Holdings,
      the time for any performance of or compliance with any of the Guaranteed
      Obligations shall be extended, or such performance or compliance shall be
      waived;

            (ii) any of the acts mentioned in any of the provisions hereof or of
      the other Loan Documents or any other agreement or instrument referred to
      herein or therein shall be done or omitted;

            (iii) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right hereunder or under
      the other Loan Documents or any other agreement or instrument referred to
      herein or therein shall be waived or any other guarantee of any of the
      Guaranteed Obligations or any security therefor shall be released or
      exchanged in whole or in part or otherwise dealt with; or


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -4-


            (iv) any lien or security interest granted to, or in favor of, the
      Administrative Agent, any Issuing Lender or any Lender or Lenders as
      security for any of the Guaranteed Obligations shall fail to be perfected.

Holdings hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent, any Issuing Lender or any Lender exhaust any right, power or remedy or
proceed against either Borrower hereunder or under the other Loan Documents or
any other agreement or instrument referred to herein or therein, or against any
other Person under any other guarantee of, or security for, any of the
Guaranteed Obligations.

      SECTION 2.03. Reinstatement. The obligations of Holdings under this
Article II shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of either Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and Holdings agrees that it will
indemnify the Administrative Agent, each Issuing Lender and each Lender on
demand for all reasonable costs and expenses (including fees of counsel)
incurred by the Administrative Agent, any Lender or any Issuing Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

      SECTION 2.04. Subrogation. Holdings hereby waives all rights of
subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under the Federal
Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it
pursuant to the provisions of this Article II and further agrees with each
Borrower for the benefit of each of its creditors (including, without
limitation, each Issuing Lender, each Lender and the Administrative Agent) that
any such payment by it shall constitute a contribution of capital by Holdings to
such Borrower.

      SECTION 2.05. Remedies. Holdings agrees that, as between Holdings and the
Lenders, the obligations of each Borrower hereunder may be declared to be
forthwith due and payable as provided in Article VIII of the Credit Agreement or
Section 2.04(i) of the Credit Agreement, as applicable (and shall be deemed to
have become automatically due and payable in the circumstances provided in
Article VIII of the Credit Agreement or Section 2.04(i) of the Credit Agreement,
as applicable) for purposes of Section 2.01 notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against such Borrower and that, in
the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by such Borrower) shall forthwith become due and payable by Holdings for
purposes of Section 2.01.

      SECTION 2.06. Instrument for the Payment of Money. Holdings hereby
acknowledges that the guarantee in this Article II constitutes an instrument for
the payment of money, and consents and agrees that any Issuing Lender, any
Lender or the Administrative




                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -5-

Agent, at its sole option, in the event of a dispute by Holdings in the payment
of any moneys due hereunder, shall have the right to bring motion-action under
New York CPLR Section 3213.

SECTION 2.07. Continuing Guarantee. The guarantee in this Article II is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      Holdings represents and warrants that:

      SECTION 3.01. Organization; Powers. Holdings is duly organized, validly
existing and in good standing under the laws of its state of organization.
Holdings has all requisite power and authority under its organizational
documents to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

      SECTION 3.02. Authorization; Enforceability. The execution, delivery and
performance by Holdings of this Agreement are within its corporate power and
have been duly authorized by all necessary corporate and, if required,
stockholder action on its part. This Agreement has been duly executed and
delivered by Holdings and constitutes a legal, valid and binding obligation of
Holdings, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

      SECTION 3.03. Governmental Approvals; No Conflicts. The execution,
delivery and performance by Holdings of this Agreement (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority or any other person, (b) will not violate any applicable
law, policy or regulation or the charter or by-laws of Holdings or any order of
any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon Holdings, or any of
its assets, or give rise to a right thereunder to require any payment to be made
by Holdings, and (d) except for the Liens created hereunder, will not result in
the creation or imposition of any Lien on any asset of Holdings.

      SECTION 3.04. Investment and Holding Company Status. Neither Holdings nor
any of its subsidiaries is (a) an "investment company" as defined in, or subject
to regulation under, the Investment Company Act of 1940, as amended, or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, as amended.

      SECTION 3.05. Capitalization. The authorized capital stock of Holdings
consists, on the date hereof, of an aggregate of 213,510,000 shares consisting
of (i) 175,000,000



                     Holdings Guaranty and Pledge Agreement


<PAGE>
                                      -6-


shares of Class A common stock, with par value of $.001 per share, of which, as
of September 1, 2005, 90,084,172 shares are duly and validly issued and
outstanding, each of which shares is fully paid and nonassessable, (ii)
37,500,000 shares of Class B common stock, with par value of $.001 per share, of
which, as of September 1, 2005, 15,672,527 shares are duly and validly issued
and outstanding, each of which shares is fully paid and nonassessable, (iii)
10,000 shares of Class A preferred stock, with par value of $638.00 per share,
of which, as of the date hereof, no shares are issued and outstanding, and (iv)
1,000,000 shares of undesignated preferred stock, with par value of $.001 per
share, of which, as of September 1, 2005, 5,720 shares are designated as Series
AA preferred stock, $.001 par value per share, and of which, as of as of
September 1, 2005, 5,719.49 shares are validly issued and outstanding, each of
which shares is fully paid and nonassessable; provided, that none of the
foregoing figures takes into account any exercise of employee stock options
after June 30, 2005. Except as set forth in Annex 2 hereto, as of the date
hereof, (x) there are no outstanding Equity Rights with respect to Holdings and
(y) there are no outstanding obligations of Holdings or any of its Subsidiaries
to repurchase, redeem, or otherwise acquire any shares of capital stock of
Holdings nor are there any outstanding obligations of Holdings or any of its
Subsidiaries to make payments to any Person, such as "phantom stock" payments,
where the amount thereof is calculated with reference to the fair market value
or equity value of Holdings or any of its Subsidiaries.

      SECTION 3.06. The Collateral.

      (a) Title and Priority. Holdings is the sole beneficial owner of the
Collateral in which it purports to grant a security interest pursuant to Article
IV and no Lien exists or will exist upon such Collateral at any time (and no
right or option to acquire the same exists in favor of any other Person), except
for the pledge and security interest in favor of the Administrative Agent for
the benefit of the Secured Parties created or provided for herein, which pledge
and security interest will, upon perfection under the applicable provisions of
the Uniform Commercial Code constitute a first priority perfected pledge and
security interest in and to all of such Collateral, to the extent such pledge
and security interest can be perfected under the Uniform Commercial Code.

      (b) Pledged Stock. The Pledged Stock is, and all other Pledged Stock in
which Holdings shall hereafter grant a security interest pursuant to Article IV
will be, duly authorized, validly existing, fully paid and non-assessable, and
none of such Pledged Stock is or will be subject to any contractual restriction,
or any restriction under the charter or by-laws of the Company, upon the
transfer of such Pledged Stock (except for any such restriction contained herein
or identified in Annex 1).

      The Pledged Stock identified in Annex 1 constitutes all of the issued and
outstanding shares of capital stock of any class or character of the Company
beneficially owned by Holdings on the date hereof (whether or not registered in
the name of Holdings) and Annex 1 correctly identifies, as at the date hereof,
the respective class and par value of the shares comprising such Pledged Stock
and the respective number of shares (and registered owners thereof) represented
by each such certificate.



                     Holdings Guaranty and Pledge Agreement


<PAGE>
                                      -7-


      (c) Instruments. Annex 3 sets forth a complete and correct list of all
Instruments held by Holdings on the date hereof.


                                   ARTICLE IV

                                   COLLATERAL

      As collateral security for the prompt payment in full when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations,
Holdings hereby pledges and grants to the Administrative Agent, for the benefit
of the Secured Parties as hereinafter provided, a security interest in all of
Holdings' right, title and interest in the following property, whether now owned
by Holdings or hereafter acquired and whether now existing or hereafter coming
into existence (all being collectively referred to herein as "Collateral"):

            (a) the shares of common and preferred stock of the Company
      identified in Annex 1 and all other shares of capital stock of whatever
      class or character of the Company, now or hereafter owned by Holdings, in
      each case together with the certificates evidencing the same
      (collectively, the "Pledged Stock");

            (b) all shares, securities, moneys or property representing a
      dividend on any of the Pledged Stock, or representing a distribution or
      return of capital upon or in respect of the Pledged Stock, or resulting
      from a split-up, revision, reclassification or other like change of the
      Pledged Stock or otherwise received in exchange therefor, and any
      subscription warrants, rights or options issued to the holders of, or
      otherwise in respect of, the Pledged Stock;

            (c) without affecting the obligations of Holdings under any
      provision prohibiting such action hereunder or under the Credit Agreement,
      in the event of any consolidation or merger in which the Company is not
      the surviving entity, all ownership interests of any class or character of
      the successor entity (unless such successor entity is Holdings itself)
      formed by or resulting from such consolidation or merger (the Pledged
      Stock, together with all other certificates, shares, securities,
      properties or moneys as may from time to time be pledged hereunder
      pursuant to clause (a) or (b) above and this clause (c) being herein
      collectively called the "Stock Collateral");

            (d) all instruments identified in Annex 3 evidencing, representing,
      arising from or existing in respect of, relating to, securing or otherwise
      supporting the payment of the Mirror Loan Indebtedness (herein
      collectively called the "Instruments"); and

            (e) all proceeds of and to any of the property of Holdings described
      in the preceding clauses of this Article IV (including, without
      limitation, all causes of action, claims and warranties now or hereafter
      held by Holdings in respect of any of the items listed above) and, to the
      extent related to any property described in said clauses or such proceeds,
      all books, correspondence, credit files, records, invoices and other
      papers.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -8-


                                    ARTICLE V

                                    COVENANTS

      Holdings agrees that it will not, until the payment and satisfaction in
full of the Secured Obligations and the Commitments of the Lenders under the
Credit Agreement shall have expired or been terminated:

            (a) enter into any transaction of merger, amalgamation or
      consolidation, or dissolve itself, other than any such transaction in
      which Holdings is the continuing or surviving corporation if, after giving
      effect thereto, no Default shall have occurred and be continuing;

            (b) create, incur, assume or suffer to exist any Lien upon any of
      the Collateral, other than Liens securing Indebtedness of the Borrowers
      under the Credit Agreement;

            (c) create, incur, or suffer to exist any Indebtedness, other than
      in respect of the Credit Agreement, the Senior Notes, or additional
      Indebtedness so long as (i) the covenants of such Indebtedness are not
      inconsistent with the covenants found in the Credit Agreement, as
      reasonably determined by the Administrative Agent and do not, in any
      event, impose restrictions upon borrowings and other extensions of credit
      under the Credit Agreement, such as the imposition of an incurrence test
      (except to the extent that such incurrence test expressly permits the
      incurrence of Indebtedness under the Credit Agreement up to amount equal
      to the then current aggregate amount of the Commitments thereunder) and
      (ii) Holdings furnishes to the Administrative Agent on the date of such
      issuance (other than in respect of purchase money Indebtedness in a
      principal amount of less than $1,000,000) a certificate of its chief
      financial officer demonstrating in reasonable detail compliance with the
      foregoing conditions;

            (d) engage in any business or other activity (including the
      ownership of operating assets) other than (i) the business of holding the
      shares of capital stock of the Company, (ii) holding shares or other
      equity interests in Special Acquisition Subsidiaries, (iii) activities
      relating to Qualified Holdings Obligations, (iv) incurrences of
      Indebtedness permitted pursuant to clause (c) of this Article V, (v) the
      ownership and leasing of equipment for use by the Company and its
      Restricted Subsidiaries in the ordinary course of business, consistent
      with past practices (provided that the aggregate value of such equipment
      shall not exceed $30,000,000) and (vi) entering into and incurring
      liabilities under billboard site leases on behalf of the Company and the
      Company's Restricted Subsidiaries in the ordinary course of business,
      consistent with past practices (provided that the aggregate rental
      payments made in respect of such leases during any single fiscal year
      shall not exceed $2,000,000); and

            (e) permit any of the provisions of Section 7.09(a), 7.09(b),
      7.09(c) or 7.09(d) of the Credit Agreement to be breached.


                     Holdings Guaranty and Pledge Agreement


<PAGE>
                                      -9-


                                   ARTICLE VI

                          FURTHER ASSURANCES; REMEDIES

            In furtherance of the grant of the pledge and security interest
      pursuant to Article IV, Holdings hereby agrees as follows:

            SECTION 6.01. Delivery and Other Perfection. Holdings shall:

            (a) if any of the shares, securities, moneys or property required to
      be pledged by it under clauses (a), (b) or (c) of Article IV are received
      by Holdings, forthwith either (x) transfer and deliver to the
      Administrative Agent such shares or securities so received by Holdings
      (together with the certificates for any such shares and securities duly
      endorsed in blank or accompanied by undated stock powers duly executed in
      blank), all of which thereafter shall be held by the Administrative Agent,
      pursuant to the terms of this Agreement, as part of the Collateral or (y)
      take such other action as the Administrative Agent reasonably shall deem
      necessary or appropriate to duly record the Lien created hereunder in such
      shares, securities, moneys or property in said clauses (a), (b) and (c);

            (b) deliver and pledge to the Administrative Agent any and all
      Instruments, endorsed and/or accompanied by such instruments of assignment
      and transfer in such form and substance as the Administrative Agent may
      reasonably request;

            (c) give, execute, deliver, file and/or record any financing
      statement, notice, instrument, document, agreement or other papers that
      may be necessary or desirable (in the reasonable judgment of the
      Administrative Agent) to create, preserve, perfect or validate the
      security interest granted pursuant hereto or to enable the Administrative
      Agent to exercise and enforce its rights hereunder with respect to such
      pledge and security interest, including causing any or all of the Stock
      Collateral to be transferred of record into the name of the Administrative
      Agent or its nominee (and the Administrative Agent agrees that if any
      Stock Collateral is transferred into its name or the name of its nominee,
      the Administrative Agent will thereafter promptly give to Holdings copies
      of any notices and communications received by it with respect to the Stock
      Collateral);

            (d) keep full and accurate books and records relating to the
      Collateral, and stamp or otherwise mark such books and records in such
      manner as the Administrative Agent may reasonably require in order to
      reflect the security interests granted by this Agreement; and

            (e) permit representatives of the Administrative Agent, upon
      reasonable notice, at any time during normal business hours to inspect and
      make abstracts from its books and records pertaining to the Collateral,
      and permit representatives of the Administrative Agent to be present at
      Holdings' place of business to receive copies of all communications and
      remittances relating to the Collateral, and forward copies of any


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -10-


      notices or communications received by Holdings with respect to the
      Collateral, all in such manner as the Administrative Agent may reasonably
      require.

      SECTION 6.02. Other Financing Statements and Liens. Without the prior
written consent of the Administrative Agent (granted with the authorization of
the Required Lenders), Holdings shall not file or suffer to be on file, or
authorize or permit to be filed or to be on file, in any jurisdiction, any
financing statement or like instrument with respect to the Collateral in which
the Administrative Agent is not named as the sole secured party for the benefit
of the Secured Parties.

      SECTION 6.03. Preservation of Rights. The Administrative Agent shall not
be required to take steps necessary to preserve any rights against prior parties
to any of the Collateral.

      SECTION 6.04. Special Provisions Relating to Stock Collateral and
Instruments.

      (a) Voting Powers, Etc. So long as no Event of Default shall have occurred
and be continuing, Holdings shall have the right to exercise all voting,
consensual and other powers of ownership pertaining to the Stock Collateral for
all purposes not inconsistent with the terms of this Agreement, the other Loan
Documents or any other instrument or agreement referred to herein or therein,
provided that Holdings agrees that it will not vote the Stock Collateral in any
manner that is inconsistent with the terms of this Agreement, the other Loan
Documents or any such other instrument or agreement; and the Administrative
Agent shall execute and deliver to Holdings or cause to be executed and
delivered to Holdings all such proxies, powers of attorney, dividend and other
orders, and all such instruments, without recourse, as Holdings may reasonably
request for the purpose of enabling Holdings to exercise the rights and powers
that it is entitled to exercise pursuant to this Section 6.04(a).

      (b) Retention of Dividends and Distributions. Unless and until an Event of
Default has occurred and is continuing, Holdings shall, subject to Article VII
of the Credit Agreement, be entitled to receive and retain any dividends,
distributions or proceeds in respect of the Stock Collateral, provided, that in
any event, Holdings shall be entitled to receive and retain such dividends,
distributions or proceeds to the extent permitted under Section 7.06 of the
Credit Agreement.

      (c) Rights with respect to Instruments. So long as no Event of Default
shall have occurred and be continuing, Holdings shall have the right to exercise
or waive any and all rights and remedies it may have as a payee under any
Instrument, subject to any restrictions set forth in such Instrument, provided
that Holdings agrees that it will not waive or exercise any such right or remedy
in any manner that is inconsistent with the terms of this Agreement, the other
Loan Documents or any such other instrument.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -11-


      SECTION 6.05. Events of Default, Etc. During the period during which an
Event of Default shall have occurred and be continuing:

            (a) Holdings shall, at the request of the Administrative Agent,
      assemble the Collateral owned by it at such place or places, reasonably
      convenient to both the Administrative Agent and Holdings, designated in
      its request;

            (b) the Administrative Agent may make any reasonable compromise or
      settlement deemed desirable with respect to any of the Collateral and may
      extend the time of payment, arrange for payment in installments, or
      otherwise modify the terms of, any of the Collateral;

            (c) the Administrative Agent shall have all of the rights and
      remedies with respect to the Collateral of a secured party under the
      Uniform Commercial Code (whether or not said Code is in effect in the
      jurisdiction where the rights and remedies are asserted) and such
      additional rights and remedies to which a secured party is entitled under
      the laws in effect in any jurisdiction where any rights and remedies
      hereunder may be asserted, including the right, to the maximum extent
      permitted by law, to exercise all voting, consensual and other powers of
      ownership pertaining to the Collateral as if the Administrative Agent were
      the sole and absolute owner thereof (and Holdings agrees to take all such
      action as may be appropriate to give effect to such right);

            (d) the Administrative Agent in its discretion may, in its name or
      in the name of Holdings or otherwise, demand, sue for, collect or receive
      any money or property at any time payable or receivable on account of or
      in exchange for any of the Collateral, but shall be under no obligation to
      do so; and

            (e) the Administrative Agent may, upon ten business days' prior
      written notice to Holdings of the time and place, with respect to the
      Collateral or any part thereof that shall then be or shall thereafter come
      into the possession, custody or control of the Administrative Agent or any
      of its respective agents, sell, lease, assign or otherwise dispose of all
      or any part of such Collateral, at such place or places as the
      Administrative Agent deems best, and for cash or for credit or for future
      delivery (without thereby assuming any credit risk), at public or private
      sale, without demand of performance or notice of intention to effect any
      such disposition or of the time or place thereof (except such notice as is
      required above or by applicable statute and cannot be waived), and the
      Administrative Agent or anyone else may be the purchaser, lessee, assignee
      or recipient of any or all of the Collateral so disposed of at any public
      sale (or, to the extent permitted by law, at any private sale) and
      thereafter hold the same absolutely, free from any claim or right of
      whatsoever kind, including any right or equity of redemption (statutory or
      otherwise), of Holdings, any such demand, notice and right or equity being
      hereby expressly waived and released. The Administrative Agent may,
      without notice or publication, adjourn any public or private sale or cause
      the same to be adjourned from time to time by announcement at the time and
      place fixed for the sale, and such sale may be made at any time or place
      to which the sale may be so adjourned.



                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -12-


The proceeds of each collection, sale or other disposition under this Section
6.05 shall be applied in accordance with Section 6.08.

      Holdings recognizes that, by reason of certain prohibitions contained in
the Securities Act of 1933, as amended, and applicable state securities laws,
the Administrative Agent may be compelled, with respect to any sale of all or
any part of the Collateral, to limit purchasers to those who will agree, among
other things, to acquire the Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. Holdings acknowledges
that any such private sales may be at prices and on terms less favorable to the
Administrative Agent than those obtainable through a public sale without such
restrictions, and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner and that the Administrative Agent shall have no obligation to engage in
public sales and no obligation to delay the sale of any Collateral for the
period of time necessary to permit Holdings to register it for public sale.

      SECTION 6.06. Removals, Etc. Without at least 30 days' prior written
notice to the Administrative Agent, Holdings shall not (i) maintain any of its
books and records with respect to the Collateral at any office or maintain its
principal place of business other than at the address for notices specified in
Section 7.01 or (ii) change its name, or the name under which it does business,
from the name shown on the signature pages hereto.

      SECTION 6.07. Private Sale. No Secured Party shall incur any liability as
a result of the sale of the Collateral, or any part thereof, at any private sale
pursuant to Section 6.05 conducted in a commercially reasonable manner. So long
as such sale is conducted in a commercially reasonable manner, Holdings hereby
waives any claims against the Secured Parties arising by reason of the fact that
the price at which the Collateral may have been sold at such a private sale was
less than the price that might have been obtained at a public sale or was less
than the aggregate amount of the Secured Obligations, even if the Administrative
Agent accepts the first offer received and does not offer the Collateral to more
than one offeree.

      SECTION 6.08. Application of Proceeds. Except as otherwise herein
expressly provided, the proceeds of any collection, sale or other realization of
all or any part of the Collateral pursuant hereto, and any other cash at the
time held by the Administrative Agent under this Article VI, shall be applied by
the Administrative Agent:

            First, to the payment of the costs and expenses of such collection,
      sale or other realization, including reasonable out-of-pocket costs and
      expenses of the Administrative Agent and the fees and expenses of its
      agents and counsel, and all expenses incurred and advances made by the
      Administrative Agent in connection therewith;

            Next, to the payment in full of the Secured Obligations, in each
      case equally and ratably in accordance with the respective amounts thereof
      then due and owing or as the Secured Parties holding the same may
      otherwise agree; and

            Finally, to the payment to Holdings, or its successors or assigns,
      or as a court of competent jurisdiction may direct, of any surplus then
      remaining.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -13-


      As used in this Article VI, "proceeds" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of Holdings or any issuer of or obligor on any
of the Collateral.

      SECTION 6.09. Attorney-in-Fact. Without limiting any rights or powers
granted by this Agreement to the Administrative Agent while no Event of Default
has occurred and is continuing, upon the occurrence and during the continuance
of any Event of Default the Administrative Agent is hereby appointed the
attorney-in-fact of Holdings for the purpose of carrying out the provisions of
this Article and taking any action and executing any instruments that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, so long as the
Administrative Agent shall be entitled under this Article to make collections in
respect of the Collateral, the Administrative Agent shall have the right and
power to receive, endorse and collect all checks made payable to the order of
Holdings representing any dividend, payment or other distribution in respect of
the Collateral or any part thereof and to give full discharge for the same.

                  SECTION 6.10. Perfection. Prior to or concurrently with the
execution and delivery of this Agreement, Holdings shall (i) file such financing
statements and other documents in such offices as the Administrative Agent may
request to perfect the security interests granted by Article IV and (ii) deliver
to the Administrative Agent all certificates identified in Annex 1 hereto,
accompanied by undated stock powers duly executed in blank.

      SECTION 6.11. Termination. When all Secured Obligations shall have been
paid in full and the Commitments of the Lenders under the Credit Agreement shall
have expired or been terminated, this Agreement shall terminate, and the
Administrative Agent shall forthwith cause to be assigned, transferred and
delivered, against receipt but without any recourse, warranty or representation
whatsoever, any remaining Collateral and money received in respect thereof, to
or on the order of Holdings. The Administrative Agent shall also execute and
deliver to Holdings upon such termination such Uniform Commercial Code
termination statements and such other documentation as shall be reasonably
requested by Holdings to effect the termination and release of the Liens on the
Collateral.

      SECTION 6.12. Further Assurances. Holdings agrees that, from time to time
upon the written request of the Administrative Agent, Holdings will execute and
deliver such further documents and do such other acts and things as the
Administrative Agent may reasonably request in order fully to effect the
purposes of this Agreement.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -14-


                                   ARTICLE VII

                                  MISCELLANEOUS

      SECTION 7.01. Notices. All notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

            (a) if to Holdings, to it at 5551 Corporate Boulevard, Baton Rouge,
      Louisiana, 70896, Attention of Keith Istre (Telecopy No. (225) 923-0658);
      and

            (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A.,
      1111 Fannin Street, 10th Floor, Houston, Texas 77002-6925, Attention of
      Gloria Javier (Telecopy No. (713) 750-2878), with a copy to JPMorgan Chase
      Bank, N.A., 270 Park Avenue, 15th Floor, New York, New York 10017,
      Attention of Linda Wisnieski (Telecopy No (212) 270-4164).

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

      SECTION 7.02. Waivers; Amendments.

      (a) No Deemed Waivers. No failure or delay by any Secured Party in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Secured Parties hereunder are
cumulative and are not exclusive of any rights or remedies that it would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by Holdings therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section 7.02, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.

      (b) Amendments. Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by Holdings and by the Administrative Agent with the
consent of the appropriate Secured Parties as more particularly provided in
Section 10.02(c) of the Credit Agreement.

      SECTION 7.03. Expenses.

      (a) Reimbursement of Expenses. Holdings agrees to reimburse each of the
Secured Parties for all reasonable costs and expenses of the Secured Parties
(including, without limitation, the reasonable fees and expenses of legal
counsel; provided, that the Lenders and the Issuing Lenders (but not the
Administrative Agent) shall be limited to one counsel together for


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -15-


the Lenders and the Issuing Lenders as a group so long as any Lender or any
Issuing Lender, as the case may be, has not, in good faith (and based on advice
of counsel for such Lender or such Issuing Lender, as the case may be),
reasonably determined that its interests conflict sufficiently with those of the
other Lenders to warrant the employment of separate counsel for such Lender or
such Issuing Lender, as the case may be, in which case such Lender or such
Issuing Lender shall be paid, or reimbursed for payment of, the fees, charges
and disbursements of such separate counsel) in connection with (i) any Default
and any enforcement or collection proceeding resulting therefrom, including,
without limitation, all manner of participation in or other involvement with (w)
performance by the Administrative Agent of any obligations of Holdings in
respect of the Collateral that Holdings has failed or refused to perform, (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, or any actual or attempted sale, or any exchange, enforcement,
collection, compromise or settlement in respect of any of the Collateral, and
for the care of the Collateral and defending or asserting rights and claims of
the Administrative Agent in respect thereof, by litigation or otherwise, (y)
judicial or regulatory proceedings and (z) workout, restructuring or other
negotiations or proceedings (whether or not the workout, restructuring or
transaction contemplated thereby is consummated) and (ii) the enforcement of
this Section 7.03, and all such costs and expenses shall be Secured Obligations
entitled to the benefits of the collateral security provided pursuant to Article
IV hereof.

      (b) Payment Upon Demand. All amounts due under this Section 7.03 shall be
payable promptly after written demand therefor.

      SECTION 7.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of Holdings, the Secured Parties and each holder of the Secured
Obligations, except that Holdings may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent (and any attempted assignment or transfer by Holdings
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
Holdings and its respective successors and assigns, the Secured Parties and each
holder of the Secured Obligations) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

      SECTION 7.05. Counterparts. This Agreement may be executed in counterparts
(and by the parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.

      SECTION 7.06. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -16-


      SECTION 7.07. Governing Law; Jurisdiction; Consent to Service of Process.

      (a) Governing Law. This Agreement shall be construed in accordance with
and governed by the law of the State of New York.

      (b) Submission to Jurisdiction. Each party hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court (or, to the
extent permitted by law, in such Federal court). Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, any Issuing Lender or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against Holdings or its properties in the courts of any jurisdiction.

      (c) Waiver of Venue. Each party hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (b) of this Section 7.07. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

      (d) Service of Process. Each party to this Agreement irrevocably consents
to service of process in the manner provided for notices in Section 7.01.
Nothing in this Agreement will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

      SECTION 7.08. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.08.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -17-


      SECTION 7.09. Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

      SECTION 7.10. Agents and Attorneys-in-Fact. The Administrative Agent may
employ agents and attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.


                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                      -18-


      IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and
Pledge Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.

                                         LAMAR ADVERTISING COMPANY


                                         By:
                                         ---------------------------------------
                                           Title:


                                         JPMORGAN CHASE BANK, N.A.,
                                          as Administrative Agent


                                         By:
                                         ---------------------------------------
                                           Title:



                     Holdings Guaranty and Pledge Agreement
<PAGE>
                                                                         ANNEX 1

                                  Pledged Stock


One hundred (100) shares of common stock, par value $.01 per share, of the
Company represented by certificate no. 2 and constituting one hundred (100%)
percent of the issued and outstanding shares of stock of Company.





                Annex 1 to Holdings Guaranty and Pledge Agreement
<PAGE>
                                                                         ANNEX 2

                                  Equity Rights



1.    Warrant dated January 9, 2004 to purchase up to 50,000 shares of Class A
      common stock of Holdings at an exercise price per share of $35.89, issued
      to "Integra Bank N.A. as Trustee of the Robert G. Woodward Roth Individual
      Retirement Account".






               Annex 2 to Holdings Guaranty and Pledge Agreement
<PAGE>
                                                                         ANNEX 3

                                   Instruments

1.    The Subordinated Note representing the Mirror Loan Indebtedness.





               Annex 3 to Holdings Guaranty and Pledge Agreement
<PAGE>
                                                                       EXHIBIT E

                           [Form of Joinder Agreement]

                                JOINDER AGREEMENT

      JOINDER AGREEMENT dated as of ____________, 20__ by ____________, a
___________ corporation (the "Additional Subsidiary Guarantor"), in favor of
JPMorgan Chase Bank, N.A., as administrative agent for the Lenders party to the
Credit Agreement referred to below (in such capacity, together with its
successors in such capacity, the "Administrative Agent").

      Lamar Media Corp., a Delaware corporation (the "Company"), the Subsidiary
Borrower that may be or may become a party thereto (the "Subsidiary Borrower"
and together with the Company, the "Borrowers") and certain of its subsidiaries
(collectively, the "Existing Subsidiary Guarantors" and, together with the
Borrowers, the "Securing Parties") are parties to a Credit Agreement dated as of
September [__], 2005 (as modified and supplemented and in effect from time to
time, the "Credit Agreement", providing, subject to the terms and conditions
thereof, for extensions of credit (by means of loans and letters of credit) to
be made by the Lenders named therein (collectively, together with any entity
that becomes a "Lender" party to the Credit Agreement after the date hereof as
provided therein, the "Lenders" and, together with Administrative Agent and any
successors or assigns of any of the foregoing, the "Secured Parties") to the
Company in an aggregate principal or face amount not exceeding $800,000,000
(which, in the circumstances contemplated by Section 2.01(c) thereof, may be
increased to $1,300,000,000 and made available to the Company and the Subsidiary
Borrower). In addition, the Borrowers may from time to time be obligated to one
or more of the Lenders under the Credit Agreement in respect of Swap Agreements
under and as defined in the Credit Agreement (collectively, the "Swap
Agreements").

      In connection with the Credit Agreement, the Borrowers, the Existing
Subsidiary Guarantors and the Administrative Agent are parties to a Pledge
Agreement dated as of _________, 2003 (the "Pledge Agreement") pursuant to which
the Securing Parties have, inter alia, granted a security interest in the
Collateral (as defined in the Pledge Agreement) as collateral security for the
Secured Obligations (as so defined). Terms defined in the Pledge Agreement are
used herein as defined therein.

      To induce the Secured Parties to enter into the Credit Agreement, and to
extend credit thereunder and to extend credit to the Borrowers under Swap
Agreements, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Additional Subsidiary
Guarantor has agreed to become a party to the Credit Agreement and the Pledge
Agreement as a "Subsidiary Guarantor" thereunder, and to pledge and grant a
security interest in the Collateral (as defined in the Pledge Agreement).



                                Joinder Agreement
<PAGE>
                                      -2-


      Accordingly, the parties hereto agree as follows:

      Section 1. Definitions. Terms defined in the Credit Agreement are used
herein as defined therein.

      Section 2. Joinder to Agreements. Effective upon the execution and
delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall
become a "Subsidiary Guarantor" under and for all purposes of the Credit
Agreement and the Pledge Agreement with all the rights and obligations of a
Subsidiary Guarantor thereunder. Without limiting the generality of the
foregoing, the Additional Subsidiary Guarantor hereby:

            (i) jointly and severally with the other Subsidiary Guarantors party
      to the Credit Agreement guarantees to each Secured Party and their
      respective successors and assigns the prompt payment in full when due
      (whether at stated maturity, by acceleration or otherwise) of all
      Guaranteed Obligations in the same manner and to the same extent as is
      provided in Article III of the Credit Agreement;

            (ii) pledges and grants the security interests in all right, title
      and interest of the Additional Subsidiary Guarantor in all Collateral (as
      defined in the Pledge Agreement) now owned or hereafter acquired by the
      Additional Subsidiary Guarantor and whether now existing or hereafter
      coming into existence provided for by Article III of the Pledge Agreement
      as collateral security for the Secured Obligations and agrees that Annex 1
      thereof shall be supplemented as provided in Appendix A hereto;

            (iii) makes the representations and warranties set forth in Article
      IV of the Credit Agreement and in Article II of the Pledge Agreement, to
      the extent relating to the Additional Subsidiary Guarantor or to the
      Pledged Equity evidenced by the certificates, if any, identified in
      Appendix A hereto; and

            (iv) submits to the jurisdiction of the courts, and waives jury
      trial, as provided in Sections 10.09 and 10.10 of the Credit Agreement.

            The Additional Subsidiary Guarantor hereby instructs its counsel to
      deliver the opinions referred to in Section 6.10(a)(iii) of the Credit
      Agreement to the Secured Parties.



                                Joinder Agreement
<PAGE>
                                      -3-

      IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this
Joinder Agreement to be duly executed and delivered as of the day and year first
above written.

                                        [ADDITIONAL SUBSIDIARY GUARANTOR]


                                        By:___________________________________
                                          Title:


Accepted and agreed:

JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent


By:__________________________________
  Title:





                                Joinder Agreement
<PAGE>
                                                 Appendix A to Joinder Agreement


Supplement to Annex 1 to Pledge Agreement:






                                Joinder Agreement
<PAGE>
                                                                       EXHIBIT F



                            [Form of Lender Addendum]


      Reference is made to the Credit Agreement, dated as of September [__],
2005 (as modified and supplemented and in effect from time to time, the "Credit
Agreement"), between LAMAR MEDIA CORP., a corporation duly organized and validly
existing under the law of the State of Delaware (the "Company"), the Subsidiary
Borrower that may be or may become a party thereto, any Subsidiary Guarantors
party thereto, the lenders party thereto (the "Lenders") and JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity, the "Administrative
Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

      Upon execution and delivery of this Lender Addendum by the parties hereto
as provided in Section 10.15 of the Credit Agreement, the undersigned hereby
becomes a Lender thereunder having the Commitments set forth opposite it
signature below, effective as of the Effective Date.

      This Lender Addendum shall be construed in accordance with and governed by
the law of the State of New York.

      This Lender Addendum may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page hereof by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.


      IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to
be duly executed and delivered by their proper and duly authorized officers as
of this ____ day of _________, ____.


Commitments:                                  [NAME OF LENDER]

                                              By:______________________________
                                                 Name:
                                                 Title:



                                 Lender Addendum
<PAGE>
                                      -2-


Accepted and agreed:

LAMAR MEDIA CORP.


By:___________________________
   Name:
   Title:


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


By:___________________________
   Name:
   Title:




                                 Lender Addendum
<PAGE>
                                                                       EXHIBIT G



                [Form of Subsidiary Borrower Designation Letter]



                     SUBSIDIARY BORROWER DESIGNATION LETTER


                                           [Date]


To:   JPMorgan Chase Bank, N.A.
      as Administrative Agent
      Attention: [__________]



      Re:   Credit Agreement dated as of September [__], 2005 (as modified and
            supplemented and in effect from time to time, the "Credit
            Agreement"), between Lamar Media Corp. (the "Company"), the
            Subsidiary Guarantors party thereto, the lenders party thereto and
            JPMorgan Chase Bank, N.A., as Administrative Agent.

Dear Ladies and Gentlemen:

      This letter is the "Subsidiary Borrower Designation Letter" being
delivered to you pursuant to the above-referenced Credit Agreement. Except as
otherwise provided herein, terms defined in the Credit Agreement are used herein
as defined therein.

      By its signature below, the Company hereby designates _________________ as
the "Subsidiary Borrower" under the Credit Agreement and the Pledge Agreement.
By its signature below, the Subsidiary Borrower hereby agrees to be bound by all
of the provisions of the Credit Agreement and the Pledge Agreement applicable to
it in its capacity as the "Subsidiary Borrower" thereunder. In addition, the
Subsidiary Borrower hereby represents and warrants to the Administrative Agent
and the Lenders that:

            (a) it is a Wholly Owned Subsidiary of the Company and is a
      corporation duly organized, validly existing and in good standing under
      the laws of Puerto Rico;

            (b) each of the representations and warranties applicable to it set
      forth in Article IV of the Credit Agreement, and Article II of the Pledge
      Agreement (to the extent relating to the Additional Subsidiary Guarantor
      or to the Pledged Equity evidenced by the certificates, if any, identified
      in Appendix A hereto), are true and complete on the date hereof as if set
      forth in full herein;



                     Subsidiary Borrower Designation Letter
<PAGE>

                                     -2-


            (c) there are no filings or recordings of the Credit Agreement or
      any other document to be made with any Governmental Authority or any stamp
      or similar tax to be paid on or in respect of this Subsidiary Borrower
      Designation Letter, the Credit Agreement or any other document that if not
      made or paid would adversely affect the legality, validity, enforceability
      or admissibility in evidence of the Credit Agreement against it; and

            (d) [other representations with respect to Puerto Rican law deemed
      appropriate in the reasonable determination of the Administrative Agent.]

      The Subsidiary Borrower hereby pledges and grants the security interests
in all right, title and interest of the Subsidiary Borrower in all Collateral
(as defined in the Pledge Agreement) now owned or hereafter acquired by the
Subsidiary Borrower and whether now existing or hereafter coming into existence
provided for by Article III of the Pledge Agreement as collateral security for
its Secured Obligations and agrees that Annex 1 thereof shall be supplemented as
provided in Appendix A hereto.

      The Subsidiary Borrower hereby requests that counsel to the Subsidiary
Borrower deliver the opinion referred to in Section 5.02(b)(iii) of the Credit
Agreement to the Administrative Agent and the Lenders.

      This Subsidiary Borrower Designation Letter shall be governed by and
construed in accordance with the law of the State of New York.



                     Subsidiary Borrower Designation Letter
<PAGE>
                                      -3-


      IN WITNESS WHEREOF, the Company and the Subsidiary Borrower have caused
this Subsidiary Borrower Designation Letter to be duly executed and delivered as
of the day and year first above written.

                                            LAMAR MEDIA CORP.


                                            By:
                                               --------------------------------
                                              Name:
                                              Title:

                                              [NAME OF SUBSIDIARY BORROWER]


                                              By:
                                                 ------------------------------
                                               Name:
                                               Title:


Accepted and Agreed:

JPMORGAN CHASE BANK, N.A.
  as Administrative Agent


By:
  ------------------------------------------
 Name:
 Title:



                     Subsidiary Borrower Designation Letter
<PAGE>
                                                        Appendix A to Subsidiary
                                                     Borrower Designation Letter

Supplement to Annex 1 to Pledge Agreement






                     Subsidiary Borrower Designation Letter