<PAGE>   1
                                                                   EXHIBIT 10.18


                                                                [Execution Copy]
                                                           File No:  31890-00200

================================================================================

                                CREDIT AGREEMENT

                                  dated as of


                               December 18, 1996

                                    between


                           LAMAR ADVERTISING COMPANY


                    THE SUBSIDIARY GUARANTORS PARTY HERETO,

                                      and

                           THE LENDERS PARTY HERETO,

                                      and




                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent


================================================================================
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                    <C>
                                                        ARTICLE I

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

         SECTION 1.01.  Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.02.  Classification of Loans and Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         SECTION 1.03.  Terms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         SECTION 1.04.  Accounting Terms; GAAP  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

                                                        ARTICLE II

The Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

         SECTION 2.01.  Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         SECTION 2.02.  Loans and Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         SECTION 2.03.  Requests for Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         SECTION 2.04.  Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         SECTION 2.05.  Funding of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         SECTION 2.06.  Interest Elections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         SECTION 2.07.  Termination and Reduction of Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         SECTION 2.08.  Repayment of Loans; Evidence of Debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         SECTION 2.09.  Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         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 Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60

         Section 3.01.  The Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         Section 3.02.  Obligations Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         Section 3.03.  Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
</TABLE>





                                      (i)
<PAGE>   3


<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                    <C>
         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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         Section 3.09.  General Limitation on Guarantee Obligations . . . . . . . . . . . . . . . . . . . . . . . . .  63

                                                        ARTICLE IV

Representations and Warranties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

         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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         SECTION 4.12.  Capitalization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         SECTION 4.13.  Material Agreements and Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         SECTION 4.14.  Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         SECTION 4.15   Senior Subordinated Debt; November Equity Offering                                             70

                                                        ARTICLE V

Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

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

                                                        ARTICLE VI

Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75

         SECTION 6.01.  Financial Statements and Other Information  . . . . . . . . . . . . . . . . . . . . . . . . .  75
         SECTION 6.02.  Notices of Material Events  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         SECTION 6.03.  Existence; Conduct of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
         SECTION 6.04.  Payment of Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
         SECTION 6.05.  Maintenance of Properties; Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
</TABLE>





                                      (ii)
<PAGE>   4


<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                   <C>
         SECTION 6.06.  Books and Records; Inspection Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         SECTION 6.07.  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         SECTION 6.08.  Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         SECTION 6.09.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         SECTION 6.10.  Hedging Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         SECTION 6.11.  Certain Obligations Respecting Subsidiaries and Collateral Security . . . . . . . . . . . . .  80

                                                       ARTICLE VII

Negative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

         SECTION 7.01.  Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
         SECTION 7.02.  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
         SECTION 7.03.  Contingent Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
         SECTION 7.04.  Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
         SECTION 7.05.  Investments, Loans, Advances, Guarantees and Acquisitions; Hedging Agreements . . . . . . . .  90
         SECTION 7.06.  Dividend Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
         SECTION 7.07.  Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
         SECTION 7.08.  Restrictive Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94
         SECTION 7.09.  Certain Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94
         SECTION 7.10.  Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
         SECTION 7.11.  Subordinated Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
         SECTION 7.12.  Modifications of Certain Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97

                                                       ARTICLE VIII

Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97

                                                        ARTICLE IX

The Administrative Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

                                                        ARTICLE X

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

         SECTION 10.01.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
         SECTION 10.02.  Waivers; Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
         SECTION 10.03.  Expenses; Indemnity; Damage Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
         SECTION 10.04.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
         SECTION 10.05.  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
         SECTION 10.06.  Counterparts; Integration; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . 113
         SECTION 10.07.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
         SECTION 10.08.  Right of Setoff  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
</TABLE>





                                     (iii)
<PAGE>   5


<TABLE>
<CAPTION>
                                                                                                                     Page
         <S>             <C>                                                                                          <C>
         SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process . . . . . . . . . . . . . . . . . 114
         SECTION 10.10.  WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
         SECTION 10.11.  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
         SECTION 10.12.  Release of Collateral and Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
         SECTION 10.13.  Successor Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
</TABLE>


SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 4.06 -- Disclosed Matters
Schedule 4.12 -- Certain Equity Rights
Schedule 4.13 -- Material Agreements and Liens
Schedule 4.14 -- Subsidiaries
Schedule 7.01 -- Existing Indebtedness
Schedule 7.02 -- Existing Liens
Schedule 7.03 -- Existing Guarantees
Schedule 7.07 -- Certain Existing Affiliate Transactions
Schedule 7.08 -- Existing Restrictions

EXHIBITS:

Exhibit A   -- Form of Assignment and Acceptance
Exhibit B   -- Form of Opinion of Counsel to the Credit Parties
Exhibit C   -- Form of Opinion of Special Counsel
Exhibit D   -- Form of Pledge Agreement
Exhibit E   -- Form of Joinder Agreement
Exhibit F-1 -- Form of Term Loan Request Notice
Exhibit F-2 -- Form of Term Loan Offer Notice
Exhibit F-3 -- Form of Term Loan Acceptance Notice





                                      (iv)

<PAGE>   6


                 CREDIT AGREEMENT dated as of December 18, 1996 between LAMAR
ADVERTISING COMPANY, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party
hereto and THE CHASE MANHATTAN BANK, as Administrative Agent.

                 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 Borrower
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
located in a specific geographic area or areas, whether through purchase of
assets, purchase of stock, merger or otherwise or (ii) any Person that was not
theretofore a Subsidiary of the Borrower becomes a Subsidiary of the Borrower.
For purposes of the definition of "Capital Expenditures", the term
"Acquisition" shall also include Logo Acquisition Expenditures, whether or not
such Logo Acquisition Expenditures would otherwise constitute an "Acquisition"
hereunder.

                 "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, (b) the Base
CD Rate in effect on such day plus 1% and (c) 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, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, Base CD 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 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                 "Administrative Agent" means The Chase Manhattan Bank in its
capacity as administrative agent for the Lenders hereunder.

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





                                Credit Agreement
<PAGE>   7
                                     - 2 -



                 "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 solely by reason of his or her being a director, officer or employee
of the Borrower or any of its Subsidiaries and (b) none of the Subsidiary
Guarantors shall be Affiliates.

                 "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, (b) with respect to any Lender in respect of any indemnity
claim under Section 10.03(c) arising out of an action or omission of the
Administrative Agent under this Agreement, the percentage of the total
Commitments or Loans of all Classes hereunder represented by the aggregate
amount of such Lender's Commitment or Loans of all Classes hereunder.

                 "Applicable Margin" means, (a) for any Type of Revolving
Credit Loans for any Payment Period (as defined below), the respective rates
indicated below for Loans of such Type opposite the applicable Total Debt Ratio
indicated below for such Payment Period and (b) for any Type of Term Loans for
any Payment Period, 1/4 of 1% plus the respective rates indicated below for
Loans of such Type opposite the applicable Total Debt Ratio indicated below for
such Payment Period:

<TABLE>
<CAPTION>
                Range                                  Applicable Margin (% p.a.)
                 of                                    --------------------------
            Total Debt Ratio                       Base Rate Loans   Eurodollar Loans
            ----------------                       ---------------   ----------------
        <S>                                                 <C>             <C>
        Greater than or equal
          to 5.00 to 1                                      .75%            2.00%

        Greater than or equal to
          4.50 to 1 but less than
          5.00 to 1                                         .50%            1.75%

        Greater than or equal to
          4.00 to 1 but less than
          4.50 to 1                                         .25%            1.50%
</TABLE>





                                Credit Agreement
<PAGE>   8
                                     - 3 -



<TABLE>
        <S>                                                 <C>             <C>
        Greater than or equal to
          3.50 to 1 but less than
          4.00 to 1                                         .00%            1.25%

        Less than 3.50                                      .00%            1.00%
</TABLE>

                 For purposes hereof, a "Payment Period" means (i) initially,
the period commencing on the Effective Date to but not including the Quarterly
Date falling on or nearest to March 31, 1997 and (ii) thereafter, the period
commencing on a Quarterly Date to but not including the immediately following
Quarterly Date.

                 The Total Debt Ratio for any Payment Period shall be
determined on the basis of a certificate of a Financial Officer setting forth a
calculation of the Total Debt Ratio as at the last day of the fiscal quarter
immediately preceding such Payment Period (i.e. the Total Debt Ratio for the
Payment Period commencing March 31, 1997 shall be determined on the basis of
the Total Debt Ratio as at December 31, 1996, the Total Debt Ratio for the
Payment Period commencing June 30, 1997 shall be determined on the basis of the
Total Debt Ratio as at March 31, 1997, and so forth), each of which
certificates shall be delivered together with the financial statements for the
fiscal quarter on which such calculation is based, provided that the Total Debt
Ratio for the initial Payment Period shall be based upon the certificate of a
Financial Officer delivered pursuant to Section 5.01(k).

                 Notwithstanding the foregoing, in the event the Borrower
consummates any Acquisition or Disposition for aggregate consideration of
$25,000,000 or more, or makes a Borrowing or prepayment of Loans of $25,000,000
or more, the Borrower 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, Disposition, Borrowing or prepayment (as the case
may be) on a pro forma basis, and on the date three Business Days after the
delivery of such certificate, the Applicable Margin shall be adjusted to give
effect to such redetermination of the Total Debt Ratio.

                 Anything in this Agreement to the contrary notwithstanding,
the Applicable Margin shall be the highest rates provided for above (i) during
any period when an Event of Default shall have occurred and be continuing, or
(ii) if the certificate of a Financial Officer shall not be delivered as
provided above prior to the beginning of any Payment Period or within three
Business Days after the occurrence of any Acquisition,





                                Credit Agreement
<PAGE>   9
                                     - 4 -



Disposition, Borrowing or prepayment described above (but only, in the case of
this clause (ii), with respect to the portion of such Payment Period prior to
the delivery of such certificate).

                 "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

                 "Assignment and Acceptance" means an assignment and acceptance
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 the form of Exhibit A or any other form approved by the
Administrative Agent.

                 "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                 "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 Indenture (or any applicable governing agreement for any
Refunding Indebtedness) and the Senior Secured Notes (and any related
agreement).

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

                 "Borrower" means Lamar Advertising Company, a Delaware
corporation.

                 "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.





                                Credit Agreement
<PAGE>   10
                                     - 5 -



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

                 "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
Borrower or any of its 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
the Issuing Lender (or, for purposes of Section 2.13(b), by any lending office
of such Lender or by such Lender's or the 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.





                                Credit Agreement
<PAGE>   11
                                     - 6 -



                 "Chase" means The Chase Manhattan Bank, a New York banking 
corporation.

                 "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 or Term Loans.

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

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

                 "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.

                 "Credit Parties" means the Borrower and the Subsidiary
Guarantors.

                 "Debt Service" means, for any period, the sum, for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following:  (a) the amount, if
any, by which the aggregate principal amount of Revolving Credit Loans
outstanding hereunder at the beginning of such period shall exceed the
aggregate amount of the Revolving Credit Commitments scheduled to be in effect
at the end of such period after giving effect to any reductions of such
Commitments scheduled to occur during such period pursuant to Section 2.07 plus
(b) all regularly scheduled payments or regularly scheduled mandatory
prepayments of principal of any other Indebtedness (including the Term Loans
and the principal component of any payments in respect of Capital Lease
Obligations, but excluding any prepayments pursuant to Section 2.09) made
during such period plus (c) 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.





                                Credit Agreement
<PAGE>   12
                                     - 7 -



                 "Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by the
Borrower or any of its 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 terms, (ii) any
obsolete or worn-out tools and equipment no longer used or useful in the
business of the Borrower and its 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 5.05 thereof.

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

                 "Dividend Payment" means 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 Borrower, 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 Borrower (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 Borrower or any of its Subsidiaries), but excluding
dividends payable solely in shares of common stock of the Borrower.

                 "EBITDA" means, for any period, operating income for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) for such period (calculated before taxes,
Interest Expense, 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 Borrower or any of its 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.

                 Notwithstanding the foregoing, except as otherwise provided in
Section 7.04(g), if during any period for which EBITDA is being determined the
Borrower shall have consummated any Acquisition or Disposition then, for all
purposes of this Agreement (other than for purposes of the definition of Excess
Cash Flow), EBITDA shall be determined on a pro forma basis as if





                                Credit Agreement
<PAGE>   13
                                     - 8 -



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, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material 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 Borrower 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 Borrower or any of its Subsidiaries shall
agree to purchase shares of capital stock of the Borrower 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.





                                Credit Agreement
<PAGE>   14
                                     - 9 -



                 "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, 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
respect to any Plan, (d) the incurrence by the Borrower 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 Borrower 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 Borrower 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 Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower 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.

                 "Excess Cash Amount" means, on any date, the aggregate amount
of cash and Permitted Investments held by the Borrower on such date
representing the proceeds (or Permitted Investments acquired with the proceeds)
of the Senior Subordinated Notes and of the November Equity Offering.

                 "Excess Cash Flow" means, for any period, the excess of (a)
EBITDA for such period over (b) the sum of (i) Debt Service for such period
plus (ii) the aggregate amount of all Capital





                                Credit Agreement
<PAGE>   15
                                     - 10 -



Expenditures and Logo Acquisition 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).

                 "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Lender or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a)
income, net worth or franchise taxes imposed on (or measured by) its net income
or net worth by the United States of America, or 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 solely on account of some connection other
than the execution, delivery or performance of this Agreement or the receipt of
income hereunder, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.17(b)), any
withholding tax that is imposed on amounts payable 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 Borrower with respect to such withholding tax pursuant to Section
2.15(a).

                 "Existing Credit Agreements" means (a) the Credit Agreement
dated as of May 19, 1993 between the Borrower, the Subsidiary Guarantors
referred to therein, the Banks referred to therein, and Chase, as Agent and (b)
the Credit Agreement dated as of December 22, 1995 among the Borrower, the New
Logo Companies referred to therein, the Banks referred to therein and Chase, as
Agent for such Banks.

                 "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.





                                Credit Agreement
<PAGE>   16
                                     - 11 -




                 "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower, 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 (subject to the last paragraph of Section
1.04) to (b) the sum for the Borrower and its 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).

                 "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the 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 Borrower
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.

                 "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,





                                Credit Agreement
<PAGE>   17
                                     - 12 -



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.

                 "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.

                 "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price
hedging arrangement.

                 "Inactive Subsidiary" shall mean, as at any date, any
Subsidiary of the Borrower 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.

                 "Indebtedness" means, for any Person: (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 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





                                Credit Agreement
<PAGE>   18
                                     - 13 -



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, except
to the extent the terms of such Indebtedness provide that such Person is not
liable therefor.

                 Notwithstanding the foregoing, the following items shall not
be deemed "Indebtedness" for purposes hereof: (i) obligations under Hedging
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
$20,000,000; and (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 $5,000,000.

                 "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 (subject to the last paragraph of Section
1.04) to (b) Interest Expense for such period.

                 "Interest Expense" means, for any period, the sum, for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following:  (a) all interest in
respect of 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 Hedging 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 Hedging Agreements in effect on the date hereof plus (c)
all fees, including letter of credit fees and expenses, incurred hereunder
after the Effective Date minus (d) interest income in respect of the Excess
Cash Amount during such period.





                                Credit Agreement
<PAGE>   19
                                     - 14 -



                 Notwithstanding the foregoing, if during any period for which
Interest Expense is being determined the Borrower shall have consummated any
Acquisition or Disposition then, for all purposes of this Agreement (other than
for purposes of the definition of Excess Cash Flow), Interest Expense shall be
determined on a pro forma basis as if such Acquisition or Disposition (and any
Indebtedness incurred by the Borrower or any of its 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.

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

                 "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 Borrower may elect; 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





                                Credit Agreement
<PAGE>   20
                                     - 15 -



        Maturity Date, such Interest Period shall end on the Revolving Credit
        Maturity Date,

                 (x)  no Interest Period for any Revolving Credit Borrowing may
        commence before and end after any Revolving Credit Commitment Reduction
        Date unless, after giving effect thereto (and taking into account any
        then-outstanding Letters of Credit), the aggregate principal amount of
        Revolving Credit Loans having Interest Periods that end after such
        Revolving Credit Commitment Reduction Date shall be equal to or less
        than the aggregate principal amount of Revolving Credit Loans scheduled
        to be outstanding after giving effect to the payments of principal
        required to be made on such Revolving Credit Commitment Reduction Date,

                 (y)  no Interest Period for any Term 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 Term 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 Term 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 any other Person or any agreement to make any such
acquisition (including, 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





                                Credit Agreement
<PAGE>   21
                                     - 16 -



contingent obligation with respect to, Indebtedness or other liability of any
other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person.

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

                 "Issuing Lender" means The Chase Manhattan Bank, in its
capacity as the issuer of Letters of Credit hereunder.

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

                 "LC Disbursement" means a payment made by the 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 Borrower 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.

                 "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

                 "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





                                Credit Agreement
<PAGE>   22
                                     - 17 -



"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 (other than an operating lease) (or any financing lease having
substantially the same economic effect as any of the foregoing) 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 Borrower
pursuant to this Agreement.

                 "Logo Acquisition Expenditures" shall mean  expenditures made
by the Borrower and its Subsidiaries in connection with the logo signage
business, including, without limitation, the purchase price of franchises, the
payment of franchise fees and expenditures made in connection with the
build-out of signage for any such franchise, in each case to the extent
incurred during the twenty-four month period commencing on the date of the
initial granting of a contract for logo signage business (or the date of a
modification or extension of a contract requiring additional expenditures in
respect of such contract or business).

                 "Logo Joint Ventures" means the Missouri Partnership and each
other Subsidiary of the Borrower designated by the Borrower with the consent of
the Required Lenders whose principal business is logo signage and a portion of
whose equity is owned by one or more Persons other than the Borrower, its
Subsidiaries and its Affiliates.

                 "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and its Subsidiaries (or of the Borrower and all of
its Subsidiaries) taken as a whole, (b) the ability of any Credit Party to
perform





                                Credit Agreement
<PAGE>   23
                                     - 18 -



any of their respective obligations under this Agreement or 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 Hedging
Agreements, of any one or more of the Borrower or any of its Subsidiaries in an
aggregate principal amount exceeding $2,000,000.  For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of any Person
in respect of any Hedging 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 Hedging Agreement were terminated at such time.

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

                 "MLI" means Missouri Logos, Inc., a Wholly Owned Subsidiary of
Interstate Logos, Inc., a Wholly Owned Subsidiary of the Borrower.

                 "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 Borrower and its Subsidiaries in respect
        of such Casualty Event net of (A) reasonable expenses incurred by the
        Borrower and its Subsidiaries in connection 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 Borrower or any of its 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 Borrower and its
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





                                Credit Agreement
<PAGE>   24
                                     - 19 -




                 (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 Borrower and its Subsidiaries in
        connection with such Disposition and (ii) any Federal, state and local
        income or other taxes estimated to be payable by the Borrower and its
        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
        Borrower or any of its 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.

                 "November Equity Offering" means the offering by the Borrower
of 2,530,000 shares of its Class A Common Stock, $0.001 par value per share,
pursuant to a Prospectus dated November 22, 1996.

                 "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 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.

                 "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





                                Credit Agreement
<PAGE>   25
                                     - 20 -



        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; and

                 (d)  fully collateralized repurchase agreements with a term of
        not more than 30 days for securities described in clause (a) above and
        entered into with a financial institution satisfying the criteria
        described in clause (c) above.

                 "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 Borrower
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 between the Credit Parties and the Administrative Agent.

                 "Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank, 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 31 and December 31 of each year,
commencing with March 31, 1999 through and including December 31, 2004.

                 "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





                                Credit Agreement
<PAGE>   26
                                     - 21 -



children, (d) his grandchildren, or (e) trusts of which he, his wife, his
children 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" has the meaning assigned to such term
in Section 7.01(b).

                 "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 51% of the sum of the
total Loans, LC Exposure and unused Commitments at such time.

                 "Required Revolving Credit Lenders" means, at any time,
Lenders having Revolving Credit Loans, LC Exposure and unused Revolving Credit
Commitments representing at least 51% of the sum of the total Revolving Credit
Loans, LC Exposure and unused Revolving Credit Commitments at such time.

                 "Required Term Loan Lenders" means, with respect to any Series
of Term Loans at any time, Lenders having Term Loans of such Series and unused
Term Loan Commitments of such Series representing at least 51% of the sum of
the total Term Loans of such Series and unused Term Loan Commitments of such
Series at such time.

                 "Reserved Commitment Amount" has the meaning assigned to such
term in Section 2.01(a).

                 "Revolving Credit Availability Period" means the period from
and including the Effective Date to but excluding the earlier of (a) the
Revolving Credit Maturity 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





                                Credit Agreement
<PAGE>   27
                                     - 22 -



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 on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Revolving Credit Commitment, as applicable.  The aggregate
original amount of the Revolving Credit Commitments is $225,000,000.

                 "Revolving Credit Commitment Reduction Dates" means the
Quarterly Dates falling on or nearest to March 31, June 30, September 30 and
December 31 of each year, commencing with March 31, 1999 through and including
December 31, 2003.

                 "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 its name on Schedule 2.01
and (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 Maturity Date" means the last Business Day
in December 2003.

                 "Security Documents" means the Pledge Agreement and all
Uniform Commercial Code financing statements required by the 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) of the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) on such date minus the Excess Cash Amount on such date to
(b) EBITDA for the period of four consecutive quarters ending on or most
recently ended prior to such date (subject to the last paragraph of Section
1.04).

                 "Senior Secured Notes" means the Borrower's 11% Senior Notes
issued pursuant to a Second Supplemental Indenture in the





                                Credit Agreement
<PAGE>   28
                                     - 23 -



form of an Amended and Restated Indenture dated as of November 8, 1996,
amending and restating in its entirety the Borrower's 11% Senior Secured Notes
due May 15, 2003 issued on the Closing Date under and as defined in the
Existing Credit Agreements in an original aggregate face amount equal to
$100,000,000 (of which not more than $1,223,000 are outstanding on the date
hereof).

                 "Senior Subordinated Notes" means the 9-5/8% Senior
Subordinated Notes due 2006 issued pursuant to the Senior Subordinated Notes
Indenture.

                 "Senior Subordinated Notes Indenture" means the Indenture
dated as of November 15, 1996 among the Borrower, the Guarantors named therein
and State Street Bank and Trust Company, as Trustee.

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

                 "Special Counsel" means Milbank, Tweed, Hadley & McCloy, in
its capacity as special counsel to The Chase Manhattan Bank, 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 (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal
to three months and (b) with respect to the Adjusted LIBO Rate, 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) the
Senior Subordinated Notes (and, effective upon any extension, renewal,
refunding or replacement of any of the Senior Subordinated Notes as
contemplated in Section 7.01(b), any





                                Credit Agreement
<PAGE>   29
                                     - 24 -



Refunding Indebtedness), (ii) the 8% Series A Unsecured Subordinated Discount
Debentures of the Borrower due 2001 (of which $2,309,237 were outstanding at
October 31, 1996), (iii) the 8% unsecured Subordinated Notes of the Borrower
due 2006 (of which $19,666,664 were outstanding at October 31, 1996), and (iv)
the Series A 15-year 12% Unsecured Subordinated Debentures of the Borrower due
1997 (of which $222,000 were outstanding at October 31, 1996).

                 "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity 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, partnership,
association or other entity (a) of which securities or other ownership
interests representing more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent.  References herein
to "Subsidiaries" shall, unless the context requires otherwise, be deemed to be
references to Subsidiaries of the Borrower.

                 "Subsidiary Guarantors" means the Persons listed under the
caption "SUBSIDIARY GUARANTORS" on the signature pages hereto.

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

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

                 "Term Loan" has the meaning assigned to such term in Section 
2.01(b).

                 "Term Loan Acceptance Notice" means a notice by the Borrower
to the Administrative Agent and the affected Lenders, substantially in the form
of Exhibit F-3, pursuant to which the Borrower shall accept, in whole or in
part, the offers made by such Lenders to make Term Loans hereunder in response
to a Term





                                Credit Agreement
<PAGE>   30
                                     - 25 -



Loan Request Notice submitted by the Borrower to the Administrative Agent
pursuant to Section 2.01(b).

                 "Term Loan Commitment" means, with respect to each Lender, the
amount of the offer of such Lender to make Term Loans of any Series that is
accepted by the Borrower pursuant to a Term Loan Acceptance Notice delivered in
accordance with the provisions of Section 2.01(b), 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 initial amount of each Lender's Term Loan
Commitment of any Series is set forth in the Term Loan Acceptance Notice for
such Series, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Term Loan Commitment of such Series, as applicable.  The
aggregate amount of the Term Loan Commitments shall not exceed $75,000,000.

                 "Term Loan Commitment Termination Date" means the Quarterly
Date falling on or nearest to December 31, 1999.

                 "Term Loan Lenders" means, in respect of any Series of Term
Loans, (a) initially, the Lenders whose offers to make such Term Loans shall
have been accepted by the Borrower pursuant to a Term Loan Acceptance Notice
delivered in accordance with the provisions of Section 2.01(b) and (b)
thereafter, the Lenders from time to time holding Term Loans of such Series
and/or Term Loan Commitments of such Series after giving effect to any
assignments thereof permitted by Section 10.04.

                 "Term Loan Offer Notice" means a notice by a Lender to the
Borrower and the Administrative Agent, substantially in the form of Exhibit
F-2, pursuant to which such Lender shall offer to make Term Loans hereunder in
response to a Term Loan Request Notice submitted by the Borrower to the
Administrative Agent pursuant to Section 2.01(b).

                 "Term Loan Request Notice" means a notice by the Borrower to
the Administrative Agent, substantially in the form of Exhibit F-1, pursuant to
which the Borrower shall request the Lenders to make Term Loans hereunder in an
amount specified by the Borrower pursuant to such request.

                 "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next
preceding Business Day) by the Board through the public information telephone
line of the Federal Reserve Bank of New York (which rate will, under the
current





                                Credit Agreement
<PAGE>   31
                                     - 26 -



practices of the Board, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate is not so
reported on such day or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of deposit of major
money center banks in New York City received at approximately 10:00 a.m., New
York City time, on such day (or, if such day is not a Business Day, on the next
preceding Business Day) by the Administrative Agent from three negotiable
certificate of deposit dealers of recognized standing selected by it.

                 "Total Debt Ratio" means, as at any date, the ratio of (a) all
Indebtedness of the Borrower and its Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP) on such date minus the
Excess Cash Amount on such date to (b) EBITDA for the period of four
consecutive fiscal quarters ending on or most recently ended prior to such date
(subject to the last paragraph of Section 1.04).

                 "Transactions" means (a) with respect to the Borrower, the
execution, delivery and performance by the 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 Borrower), 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.

                 "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.

                 "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial





                                Credit Agreement
<PAGE>   32
                                     - 27 -



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" or "Term 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
Term 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 Term Loan Borrowings and Term 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", 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 Borrower  notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the





                                Credit Agreement
<PAGE>   33
                                     - 28 -



application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower 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.

                 Whenever determining EBITDA for any period of four fiscal
quarters ending on any date prior to December 31, 1997, such EBITDA shall be
calculated for the twelve-month period ending on such date under the assumption
that the Borrower had changed its fiscal year to December 31 on December 31,
1995.


                                   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 Borrower 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 Loans 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 Borrower may borrow, prepay and reborrow Revolving Credit Loans.

                 Proceeds of Revolving Credit Loans shall be available for any
use permitted under the applicable provisions of Section 6.09, provided that,
in the event that, as contemplated by Section 2.09(b)(ii), the Borrower shall
prepay Revolving Credit Loans from the proceeds of a Disposition hereunder,
then an amount of Revolving Credit Commitments, as specified by the Borrower
pursuant to the next sentence, equal to the amount of such prepayment (herein
the "Reserved Commitment Amount") shall be reserved and shall not be available
for borrowings hereunder except and to the extent that the proceeds of such
borrowings are to be applied to make Capital Expenditures, Logo Acquisition
Expenditures or Acquisitions permitted hereunder, or to make prepayments of
Loans under Section 2.09(b)(ii)(z)(B).  The Borrower agrees, upon the occasion
of any Borrowing of Revolving





                                Credit Agreement
<PAGE>   34
                                     - 29 -



Credit Loans hereunder that is to constitute a utilization of any Reserved
Commitment Amount, to advise the Administrative Agent in writing of such fact
at the time of such Borrowing, identifying the amount of such Borrowing that is
to constitute such utilization, the Capital Expenditure, Logo Acquisition
Expenditure or Acquisition in respect of which the proceeds of such Borrowing
are to be applied and the reduced Reserved Commitment Amount to be in effect
after giving effect to such Borrowing.

                 (b)  Term Loans.  In addition to Borrowings of Revolving
Credit Loans pursuant to paragraph (a) above, at any time prior to the Term
Loan Commitment Termination Date the Borrower may, by delivering a Term Loan
Request Notice to the Administrative Agent (which shall promptly deliver a copy
thereof to each Lender), request the Lenders to make one or more term loans
(each such term loan being herein called a "Term Loan") to the Borrower
hereunder in an aggregate principal amount (not less than $5,000,000), and on a
date (not earlier than 45 days following the date of the delivery of such Term
Loan Request Notice to the Administrative Agent), specified in such Term Loan
Request Notice.  The Lenders may, but shall have no obligation to, offer to
make such Loans and the Borrower may, but shall have no obligation to, accept
any such offers.  Any Lender that determines, in response to such request, that
it wishes to offer to make all or any portion of the Term Loans so requested by
the Borrower shall so indicate by sending to the Borrower and the
Administrative Agent a Term Loan Offer Notice, specifying the amount of such
Term Loans that it is willing to so provide (which amount shall be at least
equal to $1,000,000), the fees that will be payable by the Borrower in
connection therewith and any other conditions that will be applicable thereto,
not later than the date (the "Offer Submission Date") 30 days after the
respective Term Loan Request Notice is received by the Administrative Agent.

                 In the event that any one or more Lenders shall submit Term
Loan Offer Notices in response to a Term Loan Request Notice by the Borrower,
the Borrower shall accept or decline the offers (or accept a portion of the
offers and decline the balance) so made by the Lenders within five days of the
Offer Submission Date in such amounts and from such Lenders as the Borrower
shall in its sole discretion determine (it being understood that, if the
Borrower shall have neither accepted nor declined such offers within five days
of the Offer Submission Date, the Borrower shall be deemed to have declined the
entire amount of such offer), such acceptance to be effected by delivery by the
Borrower to the Administrative Agent and the affected Lenders of a Term Loan
Acceptance Notice.





                                Credit Agreement
<PAGE>   35
                                     - 30 -




                 The Term Loans to be made pursuant to any such accepted offers
shall be deemed to be a separate "Series" of Term Loans for all purposes of
this Agreement.  Anything herein to the contrary notwithstanding, (i) the
minimum aggregate principal amount of Term Loans to be made pursuant to any
Term Loan Request Notice (and, accordingly, the minimum aggregate principal
amount of any Series of Term Loans) shall be $5,000,000 and (ii) the aggregate
principal amount of all Borrowings of Term Loans shall not exceed $75,000,000.

                 Following the acceptance by the Borrower of the offers made by
any one or more Lenders to make any Series of Term Loans pursuant to the
foregoing provisions of this Section 2.01(b), each Term Loan Lender in respect
of such Series of Term Loans severally agrees, on the terms and conditions of
this Agreement, to make such Term Loans to the Borrower in Dollars during the
period from and including the date of delivery of the respective Term Loan
Acceptance Notice in respect of such Series of Term Loans to such Term Loan
Lenders to but excluding the Term Loan Commitment Termination Date in an
aggregate principal amount up to but not exceeding the amount of the Term Loan
Commitment of such Term 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 Borrower may convert Term Loans of such Series of one Type into
Term Loans of such Series of another Type (as provided in Section 2.06) or
continue Term Loans of such Series of one Type as Term Loans of such Series of
the same Type (as provided in Section 2.06).  Term Loans of any Series that are
prepaid may not be reborrowed.

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

                 SECTION 2.02.  Loans and Borrowings.

                 (a)  Each Loan of a particular Class (and, in the case of Term
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 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)  Subject to Section 2.12, each Borrowing shall be
comprised entirely of Base Rate Loans or Eurodollar Loans as the Borrower may
request in accordance herewith.  Each Lender at its





                                Credit Agreement
<PAGE>   36
                                     - 31 -



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 the Borrower to repay such Loan
in accordance with the terms of this Agreement.

                 (c)  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 an aggregate amount 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 a Term 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 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 Borrower.  Each such
telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

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





                                Credit Agreement
<PAGE>   37
                                     - 32 -




                      (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 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 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 Borrower may request the issuance of Letters of Credit for its own
account by the Issuing Lender, in a form reasonably acceptable to the 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 Borrower to, or entered into by the Borrower with, the 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 Agreement
<PAGE>   38
                                     - 33 -



Credit (or the amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Lender) to the Issuing Lender 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 Issuing Lender, the Borrower also shall
submit a letter of credit application on the 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 Borrower 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 Lender
(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 $25,000,000 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 Maturity 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 two years after the date upon which such automatic extension may no longer
be canceled).

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





                                Credit Agreement
<PAGE>   39
                                     - 34 -



Applicable 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 absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of the Issuing Lender, such Revolving
Credit Lender's Applicable Percentage of each LC Disbursement made by the
Issuing Lender and not reimbursed by the Borrower on the date due as provided
in paragraph (e) of this Section 2.04, or of any reimbursement payment required
to be refunded to the Borrower for any reason.  Each Revolving Credit Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit 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 the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the
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 Borrower
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 Borrower 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 Borrower 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 Borrower's obligation to make such payment shall be
discharged and replaced by the resulting Revolving Credit Base Rate Borrowing.

                 If the Borrower 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 Borrower 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 Borrower, 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





                                Credit Agreement
<PAGE>   40
                                     - 35 -



Administrative Agent shall promptly pay to the 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 Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the
Issuing Lender or, to the extent that the Revolving Credit Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Lender, then to
such Lenders and the Issuing Lender as their interests may appear.  Any payment
made by a Revolving Credit Lender pursuant to this paragraph to reimburse the
Issuing Lender for any LC Disbursement shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such LC Disbursement.

                 (f)  Obligations Absolute.  The Borrower'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 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 Borrower's obligations hereunder.

                 Neither the Administrative Agent, the Lenders nor the 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 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 Issuing Lender;
provided that the foregoing shall not be construed to excuse the Issuing Lender
from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrower to the





                                Credit Agreement
<PAGE>   41
                                     - 36 -



extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Lender's gross negligence or wilful 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)  the 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;

                      (ii)  the 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 the 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 shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under any Letter of Credit.  The Issuing Lender
shall promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the 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 Borrower
of its obligation to reimburse the Issuing Lender and the Revolving Credit
Lenders with respect to any such LC Disbursement.

                 (h)  Interim Interest.  If the Issuing Lender shall make any
LC Disbursement in respect of any Letter of Credit, then, unless the Borrower
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 Borrower reimburses such LC Disbursement, at the rate per annum then
applicable to Revolving Credit Base Rate Loans; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section





                                Credit Agreement
<PAGE>   42
                                     - 37 -



2.04, then Section 2.11(c) shall apply.  Interest accrued pursuant to this
paragraph shall be for the account of the 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 the 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 Borrower 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 Borrower
shall be required to provide cover for LC Exposure pursuant to Section 2.08 or
2.09(b), the Borrower 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 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 Credit Parties
hereunder.

                 (j)  Existing Letters of Credit.  There is outstanding on the
date hereof pursuant to the Existing Credit Agreements one or more letters of
credit issued by Chase (as the "Issuing Bank" thereunder) for the account of
the Borrower.  Upon the Effective Date each of such letters of credit is hereby
designated a "Letter of Credit" under and for all purposes of this Agreement.
In that connection, the Borrower hereby represents and warrants to the 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)  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





                                Credit Agreement
<PAGE>   43
                                     - 38 -



by it for such purpose by notice to the Lenders.  The Administrative Agent will
make such Loans available to the Borrower by promptly crediting the amounts so
received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the 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 Issuing Lender.

                 (b)  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, make available to the
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 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 amount is made
available to the 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)  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 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
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)  To make an election pursuant to this Section 2.06, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would





                                Credit Agreement
<PAGE>   44
                                     - 39 -



be required under Section 2.03 if the 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 Borrower.

                 (c)  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
        Term 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;

                     (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 Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                 (d)  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)  If the 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





                                Credit Agreement
<PAGE>   45
                                     - 40 -



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 Borrower, 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)  Unless previously terminated, (i) the Revolving Credit
Commitments shall terminate at the close of business on the Revolving Credit
Maturity Date and (ii) the Term Loan Commitments shall terminate on Term Loan
Commitment Termination Date.

                 (b)  The aggregate amount of the Revolving Credit Commitments
shall be automatically reduced at the close of business on each Revolving
Credit Commitment Reduction Date set forth in column (A) below to the amount
set forth in column (B) below opposite such Revolving Credit Commitment
Reduction Date:

<TABLE>
<CAPTION>
            (A)                                               (B)
      Revolving Credit                                  Revolving Credit
    Commitment Reduction                              Commitments Reduced
     Date Falling on or                                to the Following
        Nearest to:                                         Amounts      
    --------------------                              -------------------
         <S>                                               <C>
         March 31, 1999                                    $216,562,500
         June 30, 1999                                     $208,125,000
         September 30, 1999                                $199,687,500
         December 31, 1999                                 $191,250,000

         March 31, 2000                                    $182,812,500
         June 30, 2000                                     $174,375,000
         September 30, 2000                                $165,937,500
         December 31, 2000                                 $157,500,000

         March 31, 2001                                    $146,250,000
         June 30, 2001                                     $135,000,000
         September 30, 2001                                $123,750,000
         December 31, 2001                                 $112,500,000
</TABLE>





                                Credit Agreement
<PAGE>   46
                                     - 41 -




<TABLE>
         <S>                                               <C>
         March 31, 2002                                    $ 98,437,500
         June 30, 2002                                     $ 84,375,000
         September 30, 2002                                $ 70,312,500
         December 31, 2002                                 $ 56,250,000

         March 31, 2003                                    $ 42,187,500
         June 30, 2003                                     $ 28,125,000
         September 30, 2003                                $ 14,062,500
         December 31, 2003                                 $    -0-
</TABLE>

                 (c)  The Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class (including the Commitments of any
Series of Term 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, (ii) the Borrower shall not terminate or reduce
the Commitments of such Class if, after giving effect to any concurrent
prepayment of Loans in accordance with Section 2.09, the outstanding Loans of
such Class would exceed the total Commitments of such Class and (iii) the
Borrower 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.

                 (d)  The Borrower shall notify the Administrative Agent of any
election to terminate or reduce Commitments under paragraph (c) 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
Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a
notice of termination of Commitments delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Borrower (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)  The Borrower 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





                                Credit Agreement
<PAGE>   47
                                     - 42 -



Revolving Credit Loans on the Revolving Credit Maturity Date.  In addition, if
following any Revolving Credit Commitment Reduction Date the aggregate
principal amount of the Revolving Credit Exposure shall exceed the Revolving
Credit Commitments, the Borrower shall pay Revolving Credit Loans (and/or
provide cover for LC Exposure as specified in Section 2.04(i)) in an aggregate
amount equal to such excess.

                 (b)  The Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of the Term Loan Lenders the principal
(if any) of the Term Loans outstanding on December 31, 1998 on the Principal
Payment Dates set forth below in installments in the respective amounts set
forth in column (A) below, provided that if any (or the first) Term Loan
Borrowing shall be made after December 31, 1998, then, effective with the
Principal Payment Date falling on or nearest to March 31, 2000, such
installments shall be in the respective amounts set forth in column (B) below:

<TABLE>
<CAPTION>
   Principal Payment Date                     Amount of Percentage       
  Falling on or Nearest to:               of Applicable Term Loan Balance:
  ------------------------                ------------------------------- 
                                               (A)               (B)
        <S>                                 <C>               <C>
        March 31, 1999                      1.0000000%              ---
        June 30, 1999                       1.0000000%              ---
        September 30, 1999                  1.0000000%              ---
        December 31, 1999                   1.0000000%              ---
                                          
        March 31, 2000                      1.0000000%        1.0416667%
        June 30, 2000                       1.0000000%        1.0416667%
        September 30, 2000                  1.0000000%        1.0416667%
        December 31, 2000                   1.0000000%        1.0416667%
                                          
        March 31, 2001                      1.5000000%        1.5625000%
        June 30, 2001                       1.5000000%        1.5625000%
        September 30, 2001                  1.5000000%        1.5625000%
        December 31, 2001                   1.5000000%        1.5625000%
                                          
        March 31, 2002                      1.5000000%        1.5625000%
        June 30, 2002                       1.5000000%        1.5625000%
        September 30, 2002                  1.5000000%        1.5625000%
        December 31, 2002                   1.5000000%        1.5625000%
</TABLE>





                                Credit Agreement
<PAGE>   48
                                     - 43 -



<TABLE>
        <S>                                 <C>               <C>
        March 31, 2003                       2.0000000%        2.0833333%
        June 30, 2003                        2.0000000%        2.0833333%
        September 30, 2003                   2.0000000%        2.0833333%
        December 31, 2003                    2.0000000%        2.0833333%
                                            
        March 31, 2004                      18.0000000%       18.7500000%
        June 30, 2004                       18.0000000%       18.7500000%
        September 30, 2004                  18.0000000%       18.7500000%
        December 31, 2004                   18.0000000%       18.7500000%
</TABLE>

                 For purposes hereof, the "Applicable Term Loan Balance" means
(i) for the installments set forth in column (A) above, the aggregate principal
amount of Term Loans of all Series outstanding on the close of business on
December 31, 1998 and (ii) for the installments set forth in column (B) above,
the aggregate principal amount of Term Loans of all Series outstanding on the
close of business on December 31, 1999.

                 (c)  Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the 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.

                 (d)  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 Term 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 the 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.

                 (e)  The entries made in the accounts maintained pursuant to
paragraph (c) or (d) of this Section 2.08 shall be prima facie evidence of 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 the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                 (f)  Any Lender may request that Loans made by it be evidenced
by a promissory note.  In such event, the 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





                                Credit Agreement
<PAGE>   49
                                     - 44 -



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 Borrower 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 shall be applied to all Series thereof, ratably
in accordance with the respective outstanding principal amounts of such Series,
and to the installments thereof due on the two Quarterly Dates immediately
following the date of such prepayment, in direct order of maturity, and,
thereafter, pro rata in accordance with the respective aggregate principal
amounts of the Term Loans outstanding on the date of such prepayment.

                 (b)  Mandatory Prepayments.  The Borrower shall make
prepayments of the Loans hereunder (and reduce the Commitments hereunder) as
follows:

                       (i)  Casualty Events.  Upon the date 90 days following
        the receipt by the 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 the Borrower or any of its
        Subsidiaries (or upon such earlier date as the Borrower or such
        Subsidiary, as the case may be, shall have determined not to repair or
        replace the property affected by such Casualty Event), the Borrower
        shall prepay the Loans (and/or provide cover for LC Exposure as
        specified in Section 2.04(i)), and the Commitments shall be subject to
        automatic reduction, 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, cover for LC Exposure and reduction of Commitments
        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 (v) of this Section
        2.09(b).





                                Credit Agreement
<PAGE>   50
                                     - 45 -




                      (ii)  Sale of Assets.  Without limiting the obligation of
        the Borrower to obtain the consent of the Required Lenders to any
        Disposition not otherwise permitted hereunder, the Borrower agrees, on
        or prior to the occurrence of any Disposition, 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 the Borrower or
        any of its Subsidiaries in cash and, unless the Borrower shall elect to
        reinvest such Net Cash Payments as provided below, the Borrower will
        prepay the Loans hereunder (and provide cover for LC Exposure as
        specified in Section 2.04(i)), and the Commitments hereunder shall be
        subject to automatic reduction, 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 the 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 the 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 the Borrower or
                 any of 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 the 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
                 the 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





                                Credit Agreement
<PAGE>   51
                                     - 46 -



                 exceed $5,000,000, then the 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) and reductions of
        Commitments shall be effected in each case in the manner and to the
        extent specified in clause (v) of this Section 2.09(b).

                 Notwithstanding the foregoing, the 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 the 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 replacement assets pursuant to one or more Capital
        Expenditures, Logo Acquisition Expenditures or Acquisitions permitted
        hereunder, so long as:

                         (y)  such Net Cash Payments are either (A) placed by
                 the Borrower into a segregated deposit account pending such
                 reinvestment or (B) applied by the Borrower to the prepayment
                 of Revolving Credit Loans hereunder (in which event the
                 Borrower agrees to advise the Administrative Agent in writing
                 at the time of such prepayment of Revolving Credit Loans that
                 such prepayment is being made from the proceeds of a
                 Disposition and that, as contemplated by the second paragraph
                 of Section 2.01(a), a portion of the Revolving Credit
                 Commitments equal to the amount of such prepayment gives rise
                 to a Reserved Commitment Amount that shall be available
                 hereunder only for purposes of making Capital Expenditures,
                 Logo Acquisition Expenditures or Acquisitions permitted
                 hereunder or to make prepayments of Loans under clause (z)(B)
                 below), and

                         (z)  the Net Cash Payments from any Disposition are in
                 fact so reinvested within twelve months of such Disposition
                 (it being understood that, in the event Net Cash Payments from
                 more than one Disposition are deposited into a segregated
                 deposit account or applied to the prepayment of Revolving
                 Credit Loans as provided in clause (y) above, such Net Cash
                 Payments shall be deemed to be applied (or, as the case may
                 be, Revolving Credit Loans utilizing the Reserved Commitment
                 Amount shall be deemed to be made) in the same order in which
                 such Dispositions occurred and, accordingly, (A) any





                                Credit Agreement
<PAGE>   52
                                     - 47 -



                 such Net Cash Payments so held for more than twelve months
                 shall be forthwith applied to the prepayment of Loans (and
                 cover for LC Exposure) and reductions of Commitments as
                 provided in clause (v) of this Section 2.09(b) and (B) any
                 Reserved Commitment Amount that remains so unutilized for
                 twelve months shall be utilized through the borrowing by the
                 Borrower of Revolving Credit Loans the proceeds of which shall
                 be applied to the prepayment of Loans (and cover for LC
                 Exposure) and reductions of Commitments as provided in clause
                 (v) of this Section 2.09(b)).

                 In the event that any Reserved Commitment Amount with respect
        to any Disposition shall remain unutilized for twelve months and the
        Borrower shall for any reason not borrow Revolving Credit Loans the
        proceeds of which are applied to the prepayment of Loans (and cover for
        LC Exposure) and reductions of Commitments as provided above in this
        clause (ii), the Revolving Credit Lenders agree (which agreement shall
        be absolute and unconditional, regardless of whether or not the
        conditions to a borrowing of Revolving Credit Loans hereunder shall
        have been satisfied and regardless of the occurrence or continuance of
        any Event of Default, including any Event of Default described in
        paragraphs (g) or (h) of Article VIII) to purchase participations in
        the Loans of the Term Loan Lenders in amounts equivalent to the amount
        of the respective prepayments that each of such Lenders would have
        received had such borrowing of Revolving Credit Loans occurred as
        provided above.

                 Anything herein to the contrary notwithstanding, the Borrower
        shall not be required to make any prepayment pursuant to this clause
        (ii) with respect to the first $5,000,000 of Net Cash Payments.

                     (iii)  Excess Cash Flow.  Not later than the date 100 days
        after the end of each fiscal year of the Borrower beginning with Excess
        Cash Flow for the fiscal year ending December 31, 1998, the Borrower
        shall prepay the Loans (and/or provide cover for LC Exposure as
        specified in Section 2.04(i)), and the Commitments shall be subject to
        automatic reduction, in an aggregate amount equal to the excess of (A)
        50% of Excess Cash Flow for such fiscal year over (B) the aggregate
        amount of prepayments of Term Loans made during such fiscal year
        pursuant to Section 2.09(a) (other than that portion, if any, of such
        prepayments applied to installments of the Term Loans falling due in
        such fiscal year) and, after the payment in full of the Term





                                Credit Agreement
<PAGE>   53
                                     - 48 -



        Loans, the aggregate amount of voluntary reductions of Revolving Credit
        Commitments made during such fiscal year pursuant to Section 2.07(c),
        such prepayment and reduction to be effected in each case in the manner
        and to the extent specified in clause (v) of this Section 2.09(b).

                      (iv)  Change of Control.  Upon the occurrence of any
        "Change of Control" under and as defined in the Senior Subordinated
        Notes Indenture (or any similar provision in the applicable governing
        agreement for any Refunding Indebtedness), the Borrower shall prepay
        the Loans hereunder (and provide cover for LC Exposure as specified in
        Section 2.04(i)), and the Commitments hereunder shall be automatically
        terminated.

                       (v)  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 to the reduction of
        the Revolving Credit Commitments and the prepayment of the Term Loans
        ratably in accordance with the respective then-outstanding aggregate
        amounts of such Commitments and Loans (and to the simultaneous
        prepayment of, first, Revolving Credit Loans, and, second, cover for LC
        Exposure, in an amount equal to such required reduction of Revolving
        Credit Commitments), provided that to the extent any such required
        reduction of Revolving Credit Commitments shall exceed the
        then-outstanding aggregate principal amount of Revolving Credit Loans
        and LC Exposure, such excess shall be applied to the prepayment of Term
        Loans.  Each prepayment of Term Loans shall be applied to all Series
        thereof, ratably in accordance with the respective outstanding
        principal amounts of such Series, and to the installments thereof in
        the inverse order of maturity.

                 (d)  Notification of Prepayments.  The Borrower 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, 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





                                Credit Agreement
<PAGE>   54
                                     - 49 -



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)  The Borrower 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 3/8 of 1% on the daily average unused amount of the
respective Revolving Credit Commitments of such Lender during the period from
and including the Effective Date to but excluding the date on which such
Revolving Credit Commitment terminates.  Accrued commitment fees shall be
payable in arrears on each Quarterly Date and, in respect of any Revolving
Credit Commitments, on the date such Revolving Credit 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)  The Borrower 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 Margin 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

                      (ii)  to the Issuing Lender (x) a fronting fee, which
        shall accrue at the rate of 3/16 of 1% per annum on the





                                Credit Agreement
<PAGE>   55
                                     - 50 -



        average daily amount of the LC Exposure of the 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 the Issuing
        Lender outstanding hereunder, and (y) the 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
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)  The Borrower 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 Borrower and the Administrative Agent.

                 (d)  All fees payable hereunder shall be paid on the dates
due, in immediately available funds, to the Administrative Agent 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)  The Loans comprising each Base Rate Borrowing shall bear
interest at a rate per annum equal to the Adjusted Base Rate plus the
Applicable Margin.

                 (b)  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 Margin.

                 (c)  Notwithstanding the foregoing, (i) except as otherwise
provided in clause (ii) below, during the period when any Event of Default
shall have occurred and be continuing for a





                                Credit Agreement
<PAGE>   56
                                     - 51 -



period of 90 or more days (and the Administrative Agent, acting on the
instructions of the Required Lenders, shall have notified the Borrower that the
Post-Default Rate shall apply), the principal of all Loans hereunder shall bear
interest, after as well as before judgment, at a rate per annum equal to 2%
plus the Applicable Margin for Base Rate Loans (the "Post-Default Rate") and
(ii) if any principal of or interest on any Loan or any fee or other amount
payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, the principal of all Loans hereunder,
and of the interest, fees and other amounts not paid when due, shall bear
interest, after as well as before judgment, at a rate per annum equal to the
Post-Default Rate plus 1%.

                 (d)  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), 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)  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>   57
                                     - 52 -




                 (b)  if such Borrowing is of a particular Class of Loans
        (including of a particular Series or Term Loans), the Administrative
        Agent is advised by the Required Revolving Credit Lenders or the
        Required Term 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 Borrower and the
affected Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower 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)  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 the
        Issuing Lender; or

                      (ii)  impose on any Lender or the 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 the
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 the
Issuing Lender hereunder (whether of principal, interest or otherwise), then
the Borrower will pay to such Lender or the Issuing Lender, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing
Lender, as the case may be, for such additional costs incurred or reduction
suffered.





                                Credit Agreement
<PAGE>   58
                                     - 53 -




                 (b)  If any Lender or the 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 the Issuing Lender's
capital or on the capital of such Lender's or the 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 the Issuing Lender, to a level below that which such Lender or
the Issuing Lender or such Lender's or the Issuing Lender's holding company
could have achieved but for such Change in Law (taking into consideration such
Lender's or the Issuing Lender's policies and the policies of such Lender's or
the Issuing Lender's holding company with respect to capital adequacy), then
from time to time the Borrower will pay to such Lender or the Issuing Lender,
as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Lender, or such Lender's or the Issuing Lender's holding
company, for any such reduction suffered.

                 (c)  A certificate of a Lender or the Issuing Lender setting
forth the amount or amounts necessary to compensate such Lender or the 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 Borrower 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
Borrower shall pay such Lender or the Issuing Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

                 (d)  Failure or delay on the part of any Lender or the Issuing
Lender to demand compensation pursuant to this Section 2.13 shall not
constitute a waiver of such Lender's or the Issuing Lender's right to demand
such compensation; provided that the Borrower shall not be required to
compensate a Lender or the 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 the Issuing Lender, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender's or the 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 of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto





                                Credit Agreement
<PAGE>   59
                                     - 54 -



(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 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 Borrower
pursuant to Section 2.17, then, in any such event, the 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, 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 Borrower and shall be conclusive absent manifest error.  The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.





                                Credit Agreement
<PAGE>   60
                                     - 55 -



                 SECTION 2.15.  Taxes.

                 (a)  Any and all payments by or on account of any obligation
of the Borrower hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 2.15) the Administrative Agent, Lender or the
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 Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

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

                 (c)  The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.15) paid by the
Administrative Agent, such Lender or the 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 Borrower 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 Borrower by a Lender or the Issuing Lender, or by
the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Lender, shall be conclusive absent manifest error.

                 (d)  As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the 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.





                                Credit Agreement
<PAGE>   61
                                     - 56 -




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

                 SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing
of Set-Offs.

                 (a)  The Borrower shall make each payment 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 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 the 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 the Borrower
shall have no liability in the event timely or correct distribution of such
payments is not so made.  If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension.  All
payments hereunder shall be made in U.S. dollars.

                 (b)  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





                                Credit Agreement
<PAGE>   62
                                     - 57 -



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)  Except to the extent otherwise provided herein:  (i) each
borrowing of Loans of a particular Class (including of a particular Series of
Term 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 Term
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 Term Loans) under Section 2.03 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 Term Loans)
having the same Interest Period shall be allocated pro rata among the relevant
Lenders according to the amounts of their Commitments or 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 the Borrower of principal of Loans of a particular Class
(including of a particular Series of Term 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
the Borrower of interest on Loans of a particular Class (including of a
particular Series of Term 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 Borrower
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)  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 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





                                Credit Agreement
<PAGE>   63
                                     - 58 -



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, 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).  The 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 the
Borrower rights of set- off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                 (e)  Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Lender
entitled thereto (the "Applicable Recipient") hereunder that the Borrower will
not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Applicable Recipient the amount due.
In such event, if the Borrower has not in fact made such payment, 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)  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), 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.





                                Credit Agreement
<PAGE>   64
                                     - 59 -




         SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.

                 (a)  If any Lender requests compensation under Section 2.13,
or if the 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 Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

                 (b)  If any Lender requests compensation under Section 2.13,
or if the 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 Borrower 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
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Credit Commitment is being assigned, the Issuing
Lender), 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 Borrower (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.  A
Lender 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 Borrower to require such assignment and delegation
cease to apply.





                                Credit Agreement
<PAGE>   65
                                     - 60 -




                                  ARTICLE III

                       Guarantee by Subsidiary Guarantors

                 Section 3.01.  The Guarantee.  Each Subsidiary Guarantor
hereby jointly and severally guarantees to each Lender, the 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 Borrower, all LC Disbursements and all other amounts from time to time
owing to the Lenders, the Issuing Lender or the Administrative Agent by the
Borrower hereunder or under any other Loan Document, and all obligations of the
Borrower to any Lender under any Hedging Agreement, in each case strictly in
accordance with the terms thereof (such obligations being herein collectively
called the "Guaranteed Obligations").  Each Subsidiary Guarantor hereby further
agrees that if the Borrower shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, each Subsidiary 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 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.

                 Section 3.02.  Obligations Unconditional.  The obligations of
each Subsidiary 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 being the intent of this Section 3.02 that the obligations of the Subsidiary
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 Subsidiary Guarantors hereunder which shall remain
absolute and unconditional as described above:

                       (i)  at any time or from time to time, without notice to
        such Subsidiary Guarantors, the time for any





                                Credit Agreement
<PAGE>   66
                                     - 61 -



        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

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

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent, the Issuing Lender or any Lender exhaust any right, power
or remedy or proceed against the 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
Subsidiary 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 the
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 each of the Subsidiary Guarantors agrees that it will indemnify the
Administrative Agent, the 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 the Issuing Lender in connection with such
rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such





                                Credit Agreement
<PAGE>   67
                                     - 62 -



payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

                 Section 3.04.  Subrogation.  Each Subsidiary 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 Borrower for the benefit of each of its creditors (including,
without limitation, the Issuing Lender, each Lender and the Administrative
Agent) that any such payment by it shall constitute a contribution of capital
by such Subsidiary Guarantor to the Borrower.

                 Section 3.05.  Remedies.  Each Subsidiary Guarantor agrees
that, as between such Subsidiary Guarantor and the Lenders, the obligations of
the 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 the 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 the Borrower) shall forthwith
become due and payable by such Subsidiary Guarantor for purposes of Section
3.01.

                 Section 3.06.  Instrument for the Payment of Money.  Each
Subsidiary Guarantor hereby acknowledges that the guarantee in this Article III
constitutes an instrument for the payment of money, and consents and agrees
that the Issuing Lender, any Lender or the Administrative Agent, at its sole
option, in the event of a dispute by the Subsidiary 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.

                 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





                                Credit Agreement
<PAGE>   68
                                     - 63 -



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 Credit Parties exceeds the amount of all the debts and
liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities, but excluding the obligations of the Borrower and the Subsidiary
Guarantors hereunder and under the other Loan Documents) of all of the Credit
Parties, 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





                                Credit Agreement
<PAGE>   69
                                     - 64 -



Section 3.01 would otherwise, 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 Borrower 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 Borrower and each of
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of its organization.  The Borrower 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 Credit Party and constitutes a legal, valid and binding
obligation of such Credit Party, 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, (b) will not
violate any applicable law,





                                Credit Agreement
<PAGE>   70
                                     - 65 -



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 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.

                 (a)  The Borrower 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 Borrower and its Subsidiaries as of and for the fiscal years ended
        October 31, 1994 and 1995, respectively, reported on by KPMG Peat
        Marwick LLP, independent public accountants;

                      (ii)  the unaudited consolidated balance sheet and
        statements of earnings (loss), stockholders' deficit and cash flows of
        the Borrower and its Subsidiaries as of and for the nine-month period
        ended July 31, 1996, certified by a Financial Officer of the Borrower;
        and

                     (iii)  the pro forma unaudited condensed consolidated
        statements of earnings for the fiscal year ended October 31, 1995, and
        the nine-month period ended July 31, 1996, and the pro forma unaudited
        condensed consolidated balance sheet as at July 31, 1996, each of which
        statements is set forth in the Prospectus for the November Equity
        Offering, and prepared under the assumption that the acquisitions of
        FKM Advertising Co., Inc. and Outdoor East, L.P. had occurred at the
        beginning of the respective periods covered by such statements.

Such financial statements present fairly, in all material respects, the
respective actual or pro forma consolidated financial position and results of
operations and cash flows of the respective entities as of such respective
dates and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of such unaudited or pro
forma statements.





                                Credit Agreement
<PAGE>   71
                                     - 66 -



                 (b)  Since July 31, 1996, there has been no material adverse
change in the business, assets, operations, prospects or condition, financial
or otherwise, of the Borrower and its Subsidiaries taken as a whole from that
set forth in the pro forma condensed consolidated financial statements referred
to in clause (iii) of paragraph (a) above.

                 (c)  None of the Borrowers nor any of its Subsidiaries has on
the date hereof any contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments in each case that are material, except as referred to
or reflected or provided for in the balance sheets as at July 31, 1996 referred
to above.

                 SECTION 4.05.  Properties.

                 (a)  Each of the Borrower and its 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 conduct its business as currently conducted or to
utilize such properties for their intended purposes.

                 (b)  Each of the Borrower and its 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
Borrower 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)  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 Borrower 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)  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
Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law





                                Credit Agreement
<PAGE>   72
                                     - 67 -



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)  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 Borrower 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.

                 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





                                Credit Agreement
<PAGE>   73
                                     - 68 -



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 or included herein or therein 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
Borrower and its Subsidiaries to the Administrative Agent and the Lenders in
connection with this Agreement and 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 Borrower 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.





                                Credit Agreement
<PAGE>   74
                                     - 69 -



                 SECTION 4.12.  Capitalization.  The authorized capital stock
of the Borrower consists, on the date hereof, of an aggregate of 75,010,000
shares consisting of (i) 50,000,000 shares of Class A common stock, with par
value of $.001 per share, of which, as of the date hereof, 17,609,340 shares
are duly and validly issued and outstanding, each of which shares is fully paid
and nonassessable and (ii) 25,000,000 shares of Class B common stock, with par
value of $.001 per share, of which, as of the date hereof, 13,716,389 shares
are duly and 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 November 22, 1996.  Except
as set forth in Schedule 4.12, as of the date hereof, (x) there are no
outstanding Equity Rights with respect to the Borrower and (y) there are no
outstanding obligations of the Borrower or any of its Subsidiaries to
repurchase, redeem, or otherwise acquire any shares of capital stock of the
Borrower nor are there any outstanding obligations of the Borrower 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 Borrower or any of its Subsidiaries.

                 SECTION 4.13.  Material Agreements and Liens.

                 (a)     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 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 Borrower 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





                                Credit Agreement
<PAGE>   75
                                     - 70 -



aggregate principal or face amount outstanding or that may become outstanding
under each such arrangement is correctly described in Schedule 4.13.

                 (b)  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 Borrower 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.

                 SECTION 4.14.  Subsidiaries.

                 (a)  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, (a) the jurisdiction of organization of such
Subsidiary, (b) each Person holding ownership interests in such Subsidiary and
(c) the nature of the ownership interests held by each such Person and the
percentage of ownership of such Subsidiary represented by such ownership
interests.  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 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.

                 (b)     Except as set forth in Schedule 4.14, as of the date
of this Agreement, none of the Subsidiaries of the Borrower is 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 MLI of its interest in the Missouri
Partnership.

                 SECTION 4.15  Senior Subordinated Debt; November Equity
Offering.  The Borrower has received (or deposited with the





                                Credit Agreement
<PAGE>   76
                                     - 71 -



depositary under the Offer to Purchase and Consent Solicitation Statement dated
October 17, 1996 with respect to the Senior Secured Notes) (a) on or before
November 27, 1996, in respect of the issuance of the Senior Subordinated Notes,
cash consideration in an aggregate amount not less than $255,000,000 (before
giving effect to deductions for underwriting commissions and related
transactions expenses) and (b) on or before December 12, 1996, in respect of
the November Equity Offering, cash consideration in an aggregate amount not
less than $58,190,000 (before giving effect to deductions for underwriting
commissions and related transactions expenses).



                                   ARTICLE V

                                   Conditions

                 SECTION 5.01.  Effective Date.  The obligations of the Lenders
to make Loans, and of the Issuing Lender 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 its counsel.

                 (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 Borrower, 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 Credit Party a counterpart
        of the Pledge Agreement signed on behalf of such Credit Party and (ii)
        the stock certificates identified under the name of such Credit Party
        in Annex 1 thereto, accompanied by undated stock powers executed in
        blank.  In addition, each Credit Party shall have taken such other
        action (including 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 Pledge Agreement.

                 (h)  Modification or Retirement of Senior Secured Notes.  The
        Administrative Agent shall have received evidence satisfactory in form
        and substance to it that the Senior Secured Notes shall either have
        been retired in full or modified in accordance with the Offer to
        Purchase and Consent Solicitation Statement dated October 17, 1996.

                 (i)  Existing Credit Agreements.  The Administrative Agent
        shall have received evidence that the principal of and interest on, and
        all other amounts owing in respect of, the Existing Credit Agreements
        (other than in respect of letters of credit thereunder which, as
        provided in Section 2.04(j), shall become "Letters of Credit"
        hereunder) shall have been, or shall simultaneously be, repaid in full,
        that the "Commitments" thereunder shall have been terminated and that
        all Guarantees in respect of, and all Liens securing, any such
        obligations shall have been released (or arrangements for such release
        satisfactory to the Administrative Agent shall have been made).



                                Credit Agreement
<PAGE>   77
                                     - 72 -



                 (j)  Solvency Certificate.  A certificate from a Financial
        Officer to the effect that, as of the Effective Date and after giving
        effect to the initial Loans hereunder and to the other Transactions:

                                (i)  the aggregate value of all properties of
                 the Borrower 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
                 Borrower and its Subsidiaries,

                               (ii)  the Borrower 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 Borrower 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.

                 (k)  Total Debt Ratio.  The Administrative Agent shall have
        received a certificate of a Financial Officer, in form and detail
        satisfactory to the Administrative Agent, setting forth the Total Debt
        Ratio as at the Effective Date.

                 (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 Borrower hereunder.

The Administrative Agent shall notify the Borrower 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 Lender 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 December 30, 1996 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

                 SECTION 5.02.  Term Loan Borrowings.  The obligation of each
Lender to make a Term Loan 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





                                Credit Agreement
<PAGE>   78
                                     - 73 -



covenants set forth in Section 7.09), the Borrower 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.

                 SECTION 5.03.  Each Extension of Credit.  The obligation of
each Lender to make a Loan on the occasion of any Borrowing, and of the 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 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
        party 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 written
        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 senior financial officer
        of the Borrower to such effect and to the effect that attached thereto
        are true and complete copies of the





                                Credit Agreement
<PAGE>   79
                                     - 74 -



        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 Borrower 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 Borrower (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.


                                   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 of the
Credit Parties covenants and agrees with the Lenders that:

                 SECTION 6.01.  Financial Statements and Other Information.
The Borrower will furnish to the Administrative Agent and each Lender:

                 (a)  as soon as available and in any event within 90 days
        after the end of each fiscal year of the Borrower:

                                (i)  consolidated and consolidating statements
                 of income, retained earnings and cash flows of the Borrower
                 and its Subsidiaries for such fiscal year and the related
                 consolidated and consolidating balance sheets of the Borrower
                 and its 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





                                Credit Agreement
<PAGE>   80
                                     - 75 -



                 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 Borrower
                 and its Subsidiaries 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 Borrower was not in compliance with Section 7.09,
                 insofar as such Section relates to accounting matters, and

                              (iii)  a certificate of a Financial Officer
                 stating that said consolidating financial statements referred
                 to in the preceding clause (i) fairly present the respective
                 individual unconsolidated financial condition and results of
                 operations of the Borrower and of each of its Subsidiaries, in
                 each case in accordance with generally accepted accounting
                 principles, consistently applied, as at the end of, and for,
                 such fiscal year;

                 (b)  as soon as available and in any event within 60 days
        after the end of each of the first three quarterly fiscal periods of
        each fiscal year of the Borrower (other than the fiscal year ending
        December 31, 1996):

                                (i)  consolidated and consolidating statements
                 of income, retained earnings and cash flows of the Borrower
                 and its 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 Borrower and its 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)  a certificate of a Financial Officer,
                 which certificate shall state that said consolidated financial
                 statements referred to in the preceding clause (i) fairly
                 present the consolidated financial condition and results of
                 operations of the Borrower and its Subsidiaries and that said
                 consolidating financial statements referred to in the
                 preceding clause (i)





                                Credit Agreement
<PAGE>   81
                                     - 76 -



        fairly present the respective individual unconsolidated financial
        condition and results of operations of the Borrower and of each of its
        Subsidiaries, in each case in accordance with generally accepted
        accounting principles, consistently applied, as at the end of, and for,
        such period (subject to normal year-end audit adjustments);

                 (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
        7.09 and (iii) 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 (which certificate may be limited to the
        extent required by accounting rules or guidelines);

                 (e)  promptly after the same become publicly available, copies
        of all registration statements, regular periodic reports and press
        releases filed by the Borrower 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 Borrower generally or to the holders of the Senior Subordinated
        Notes (or any Refunding Indebtedness) or Senior Secured Notes
        generally, copies of all financial statements, reports and proxy
        statements so mailed; and

                 (g)  promptly following any request therefor, such other
        information regarding the operations, business affairs and financial
        condition of the Borrower 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 Borrower 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 Borrower 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 Borrower and its Subsidiaries in
        an aggregate amount exceeding $1,000,000; 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 Borrower
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 Borrower
will, and will cause each of its 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 Borrower 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 Borrower or such Subsidiary has set aside on its books
adequate reserves 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
Borrower will, and will cause each of its 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
Borrower will, and will cause each of its 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
Borrower will, and will cause each of its 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 Borrower, 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 Borrower and its 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 hereof, effective December 31, 1996, the Credit Parties will not change the
last day of their fiscal year from December 31 of each year, or the last day of
the first three





                                Credit Agreement
<PAGE>   82
                                     - 77 -



fiscal quarters in each of its fiscal years from March 31, June 30 and
September 30, respectively, it being understood that the fiscal year ending
December 31, 1996 shall be a two-month period, in order that the Credit Parties
can effect a change of their fiscal year from October 31 to December 31 of each
year.

                 SECTION 6.08.  Compliance with Laws.  The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority 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 Revolving
Credit Loans will be used only for the refinancing of existing Indebtedness,
for Capital Expenditures, Logo Acquisition Expenditures and Acquisitions
permitted hereunder, for expenses incurred in connection with the foregoing
transactions and for general corporate purposes.  The proceeds of the Term
Loans will be used only for Logo Acquisition Expenditures and Acquisitions
permitted hereunder and for general corporate purposes.  No part of the
proceeds 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 G, U and X.

                 SECTION 6.10.  Hedging Agreements.  Within 60 days after the
date upon which the Loans hereunder shall exceed $150,000,000, the Borrower
will enter into and, thereafter maintain in full force and effect for a period
at all times of at least two years, one or more Hedging Agreements with one or
more of the Lenders (and/or with a bank or other financial institution having
capital, surplus and undivided profits of at least $500,000,000), that satisfy
the following requirements:

                 (a)  the notional principal amount of such Hedging
        Agreement(s), shall be at least equal to 66- 2/3% of the aggregate
        amount of Loans hereunder in excess of $150,000,000 as of the date such
        Hedging Agreements are entered into; and

                 (b)  each such Hedging Agreement shall enable the Borrower, as
        at any date, to protect itself in a manner reasonably satisfactory to
        the Required Lenders against three-month London interbank offered rate
        fluctuations exceeding 9%.

                 SECTION 6.11.  Certain Obligations Respecting Subsidiaries and
Collateral Security.

                 (a)  Subsidiary Guarantors.  In the event that the Borrower
shall form or acquire any new Subsidiary after the date hereof, the Borrower
will, and will cause each of its Subsidiaries to, cause such new Subsidiary
(other than Inactive Subsidiaries) within five 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 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;
        and

                      (ii)  to take such action (including delivering such
        shares of stock and executing 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.

                 Anything herein to the contrary notwithstanding, (x) except as
provided in clause (y) below, none of the Logo Joint Ventures, any Subsidiary
that is a partnership that is not a Wholly Owned Subsidiary or any Foreign
Subsidiary (the Logo Joint Ventures and any such Subsidiary being herein
collectively called the "Relevant Subsidiaries") shall be required to be
Subsidiary Guarantors hereunder, provided that in no event shall the aggregate
EBITDA for any period for all Subsidiaries that are not Subsidiary Guarantors
exceed 5% of the aggregate EBITDA for such period for the Borrower and its
Subsidiaries (and, upon such percentage being exceeded, the Borrower shall
forthwith cause an appropriate number of Subsidiaries to become Subsidiary
Guarantors





                                Credit Agreement
<PAGE>   83
                                     - 78 -



hereunder in order that such percentage is not exceeded), (y) the Borrower
shall cause any Subsidiary that becomes a guarantor under the Subordinated
Notes Indenture (or any applicable governing agreement for any Refunding
Indebtedness), to immediately 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 and (z)
in the event that the Borrower intends to request of the trustee under the
Senior Subordinated Notes Indenture that any Relevant Subsidiary be released
from its Guarantee of the Senior Subordinated Notes pursuant to the Senior
Subordinated Notes Indenture then, so long as at the time of such request no
Default shall have occurred and be continuing and the proviso pursuant to
clause (x) thereof would be satisfied, the Administrative Agent is hereby
authorized to (and, at the request of the Borrower, shall) release such
Relevant Subsidiary from its obligations as a Guarantor hereunder and from its
obligations (if any) as a "Securing Party" under the Security Documents (it
being understood that the Administrative Agent may condition the effectiveness
of such release upon the delivery to the trustee under the Senior Secured Notes
Indenture of the documents required pursuant to Section 10.05 thereof to effect
the release of such Relevant Subsidiary from its Guarantee thereunder).

                 (b)  Ownership of Subsidiaries.  The Borrower will, and will
cause each of its 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 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 Borrower or another Subsidiary.  In the event that any additional shares of
stock shall be issued by any Subsidiary, the respective holder of such shares
of stock shall forthwith deliver to the Administrative Agent pursuant to the
Pledge Agreement 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.


                                  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, the Credit Parties covenant and
agree with the Lenders that:

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

                 (a)  Indebtedness created hereunder;

                 (b)  Indebtedness existing on the date hereof and set forth in
        Schedule 7.01 (excluding, however, following the making of the initial
        Loans hereunder, the Indebtedness outstanding under the Existing Credit
        Agreements), and any extension, renewal, refunding or replacement of
        any such Indebtedness that does not increase the principal amount
        thereof, provided that any extension, renewal, refunding or replacement
        of the Senior Secured Notes or Senior Subordinated Notes (the
        "Refunding Indebtedness") shall be permitted, only so long as

                                (i)  no Default exists at the time of such
                 extension, renewal, refunding or replacement or would result
                 therefrom;

                               (ii)  in the case of any such extension,
                 renewal, refunding or replacement which occurs prior to the
                 date which is six months prior to the scheduled maturity date
                 of the Senior Subordinated Notes, the interest rate per annum
                 (including, without limitation, the interest rate per annum
                 applicable after the occurrence of a default) on the Refunding
                 Indebtedness is not greater than the interest rate per annum
                 on the Senior Subordinated Notes plus 2% per annum;

                              (iii)  the scheduled amortization of the
                 Refunding Indebtedness (whether by sinking fund payments,
                 mandatory redemptions or repurchases or otherwise) shall not





                                Credit Agreement
<PAGE>   84
                                     - 79 -



                 require any payment in respect of principal of the Refunding
                 Indebtedness before the scheduled maturity date of the Senior
                 Subordinated Notes;

                               (iv)  in the case of any extension, renewal,
                 refunding or replacement which occurs prior to the date which
                 is six months prior to the scheduled maturity date of the
                 Senior Subordinated Notes, the covenants, events of default
                 and mandatory prepayment requirements (whether by sinking fund
                 payments, mandatory redemptions or repurchases or otherwise)
                 of the Refunding Indebtedness are not more restrictive than
                 the corresponding provisions of the Senior Subordinated Notes
                 Indenture;

                                (v)  the terms of subordination applicable to
                 the Refunding Indebtedness are 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 Indenture;

                               (vi)  the Refunding Indebtedness does not
                 increase the principal amount of the Indebtedness so extended,
                 renewed, refunded or replaced; and

                              (vii)  the Borrower furnishes to the
                 Administrative Agent on the date of such extension, renewal,
                 refunding or replacement a certificate demonstrating in
                 reasonable detail compliance with the foregoing conditions;

                 (c)  Indebtedness of the Borrower to any Subsidiary and of any
        Subsidiary to the Borrower or any other Subsidiary;

                 (d)  Guarantees by the Borrower of Indebtedness of any
        Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any
        other Subsidiary, provided that the aggregate amount of such Guarantees
        by the Borrower and the Subsidiary Guarantors of obligations of
        Subsidiaries that are not Subsidiary Guarantors shall be limited as
        provided in Section 7.05(a)(i);

                 (e)  Indebtedness of the Borrower under Equity Hedging
        Arrangements, so long as the aggregate maximum contingent or potential
        liability thereunder shall not on any date exceed





                                Credit Agreement
<PAGE>   85
                                     - 80 -



        $12,000,000 minus the aggregate amount in fact paid by the Borrower
        under all Equity Hedging Arrangements during the period commencing on
        the date hereof and ending on such date; and

                 (f)  additional Indebtedness of the Borrower or any Subsidiary
        (determined on a consolidated basis without duplication in accordance
        with GAAP) in an aggregate principal amount up to but not exceeding
        $25,000,000 at any one time outstanding.

                 SECTION 7.02.    Liens.  The Borrower will not, and will not
permit any 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:

                 (a)  Liens created under the Security Documents;

                 (b)  any Lien on any property or asset of the Borrower or any
        Subsidiary existing on the date hereof and set forth in Schedule 7.02
        (excluding, however, following the making of the initial Loans
        hereunder, the Liens securing Indebtedness under the Existing Credit
        Agreements), provided that (i) such Lien shall not apply to any other
        property or asset of the Borrower or any 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 $250,000 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 Borrower or the affected 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





                                Credit Agreement
<PAGE>   86
                                     - 81 -



        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 8(k)
        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 Borrower and its Subsidiaries or interfere with the
        ordinary conduct of the business of the Borrower or any of its
        Subsidiaries;

                 (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 $15,000,000;

                 (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 Borrower or any Subsidiary, provided that (i) such
        Liens secure Indebtedness permitted by Section 7.01(f), (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





                                Credit Agreement
<PAGE>   87
                                     - 82 -



        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 Borrower or any Subsidiary.

                 SECTION 7.03.  Contingent Liabilities.

                 (a)  The Borrower will not, and will not permit any 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 of obligations of any Subsidiary by the
        Borrower or any Subsidiary and, to the extent expressly permitted by
        Section 7.01, Guarantees of Indebtedness of the Borrower by any
        Subsidiary, provided that the aggregate amount of such Guarantees by
        the Borrower and the Subsidiary Guarantors of obligations of
        Subsidiaries that are not Subsidiary Guarantors shall be limited as
        provided in Section 7.05(a)(i);

                     (iii)  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 $7,500,000 outstanding in the
        aggregate;

                      (iv)  Surety Bonds permitted by Section 7.03(b);

                       (v)  all transactions with or for the benefit of
        Affiliates that are expressly permitted under the proviso in Section
        7.07; and
       
                      (vi)  obligations in respect of Letters of Credit.

                 (b)  The Borrower shall not, and shall not permit any
Subsidiary to, create, incur or suffer to exist any obligations (contingent or
otherwise) with respect to any Surety Bonds except Surety Bonds in an aggregate
face amount (as to the Borrower and





                                Credit Agreement
<PAGE>   88
                                     - 83 -



the Subsidiaries taken together) not exceeding $20,000,000 at any time
outstanding.

                 SECTION 7.04.  Fundamental Changes.  The Borrower will not,
nor will it permit any of its 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 Borrower will not, nor
will it permit any of its 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 permitted under Section 7.09(e).  The Borrower will not,
nor will it permit any of its 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).

                 Notwithstanding the foregoing provisions of this Section 7.04:

                 (a)  any Subsidiary may be merged or consolidated with or into
        any other Subsidiary; provided that (x) if any such transaction shall
        be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
        Subsidiary shall be the continuing or surviving corporation and (y)
        that if any such transaction shall be between a Subsidiary Guarantor
        and a Subsidiary not a Subsidiary Guarantor, and such Subsidiary
        Guarantor is not the continuing or surviving corporation, then the
        continuing or surviving corporation shall have assumed all of the
        obligations of such Subsidiary Guarantor hereunder and under the Pledge
        Agreement and (if not theretofore so pledged) all of the issued and
        outstanding capital stock of the continuing or surviving corporation
        shall be pledged under the Pledge Agreement;

                 (b)  any Subsidiary may sell, lease, transfer or otherwise
        dispose of any or all of its property (upon voluntary liquidation or
        otherwise) to any Subsidiary that is





                                Credit Agreement
<PAGE>   89
                                     - 84 -



        a Wholly Owned Subsidiary of the Borrower; provided that if any such
        sale is by a Subsidiary Guarantor to a Subsidiary of the Borrower not a
        Subsidiary Guarantor, then such Subsidiary shall have assumed all of
        the obligations of such Subsidiary Guarantor hereunder and under the
        Pledge Agreement and (if not therefore so pledged) all of the issued
        and outstanding capital stock of the continuing or surviving
        corporation shall be pledged under the Pledge Agreement;

                 (c)  the capital stock of any Subsidiary may be sold,
        transferred or otherwise disposed of to the Borrower or any Subsidiary
        that is a Wholly Owned Subsidiary of the Borrower; provided that if any
        such sale, transfer or disposition is to a Subsidiary of the Borrower
        not a Subsidiary Guarantor, then such Subsidiary shall have become a
        Subsidiary Guarantor hereunder and under the Pledge Agreement and all
        such capital stock shall be pledged under the Pledge Agreement;

                 (d)  the Borrower or any of its 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 Borrower) received by the seller in the
        sale of any asset shall not exceed 15% 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 Borrower
        shall be attributable to all such assets so sold in the following
        fiscal year of the Borrower;

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

                                (i)  the aggregate purchase price (including
                 assumed liabilities and any non-cash consideration valued at
                 the





                                Credit Agreement
<PAGE>   90
                                     - 85 -



                 fair market value thereof determined in good faith by the
                 Board of Directors of the Borrower) paid by the Borrower and
                 its Subsidiaries in any such Acquisition shall not exceed
                 $50,000,000;

                               (ii)  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 Borrower or a Wholly Owned Subsidiary
                 of the Borrower and, if effected by merger or consolidation
                 involving the Borrower, the Borrower shall be the continuing
                 or surviving entity and, if effected by merger or
                 consolidation involving a Wholly Owned Subsidiary of the
                 Borrower, such Wholly Owned Subsidiary shall be the continuing
                 or surviving entity;

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

                               (iv)  after giving effect to such Acquisition
                 the Borrower 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 Borrower and
                 its 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 the Borrower
                 shall have delivered to the Administrative Agent a certificate
                 of a Financial Officer showing such calculations in reasonable
                 detail to demonstrate such compliance; and

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

                 (f)  the Borrower or any Subsidiary of the Borrower may effect
        any Logo Acquisition Expenditure with respect to a logo franchise, so
        long as the aggregate amount of such expenditures (determined in good
        faith by the Board of Directors of the Borrower at the time such
        expenditures commence) shall not exceed $50,000,000; and

                 (g)  the Borrower and its 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 Borrower and its 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).

                 SECTION 7.05.  Investments, Loans, Advances, Guarantees and
Acquisitions; Hedging Agreements.

                 (a)  The Borrower will not, and will not permit any of its
Subsidiaries to, make or permit to remain outstanding any Investment, except:

                       (i)  Investments by the Borrower and its Subsidiaries in
        Subsidiaries (including Guarantees by the Borrower of Indebtedness of
        any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or
        any other Subsidiary), provided that the aggregate amount of any such
        Investments (including Guarantee) by the Borrower and the Subsidiary
        Guarantors in Subsidiaries that are not Subsidiary Guarantors after the
        date hereof (net of returns on such Investments after the date hereof)
        shall not exceed $25,000,000;

                      (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 by the Borrower in Wireless One, Inc.
        not exceeding $1,250,000 at any one time outstanding;

                      (vi)  Investments in Affiliates (other than in Wireless
        One, Inc., as to which the provisions of clause (v) above shall apply)
        not exceeding $1,000,000 at any one time outstanding;

                     (vii)  Investments in Affiliates described in, and
        permitted by, Section 7.07 (other than clause (iii) of paragraph (a) of
        Section 7.07); and

                    (viii)  additional Investments in Persons that are not
        Affiliates up to but not exceeding $15,000,000 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.



                                Credit Agreement
<PAGE>   91
                                     - 86 -



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

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

                       (i)  no Default shall have occurred and be continuing
        (except that to the extent the Dividend Payments made during any single
        fiscal year do not exceed $500,000, such Dividend Payments may be made
        notwithstanding that a Default under Section 8(c) or 8(d) exists, so
        long as no other Default shall have occurred and be continuing);

                      (ii)  the aggregate amount of Dividend Payments made
        during any fiscal year shall not exceed the greater of (A) $500,000 and
        (B) the lesser of (x) the portion of Excess Cash Flow for the
        immediately preceding fiscal year not required to be applied to the
        prepayment of Loans, cover for LC Exposure and reductions of
        Commitments hereunder pursuant to Section 2.09(b)(iii) and (y)
        $10,000,000 minus the amount of any Dividend Payments made during such
        fiscal year pursuant to the next paragraph;

                     (iii)  prior to declaring or making any such Dividend
        Payment during any fiscal year, the Borrower shall have prepaid the
        Loans and provided cover for LC Exposure to the extent required
        pursuant to Section 2.09(b)(iii) with respect to Excess Cash Flow for
        the immediately preceding fiscal year; and

                      (iv)  the Borrower shall have delivered to each Lender,
        at least 10 Business Days (but not more than 20 Business Days) prior to
        the date of the proposed Dividend Payment, a certificate of the chief
        financial officer of the Borrower setting forth computations in
        reasonable detail demonstrating satisfaction of the foregoing
        conditions as at the date of such certificate.

        Notwithstanding the foregoing, (x) the Borrower may make Dividend
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 any fiscal year not exceeding
$1,000,000, so long as at the time thereof and after giving effect thereto, no
Default shall have occurred and be continuing and (y) the Borrower 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 Borrower under all Equity
Hedging Arrangements during the period commencing on the date hereof and ending
on such date.

                 Nothing herein shall be deemed to prohibit the payment of any
dividend or distribution by any Subsidiary of the Borrower 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 Borrower will not, nor will it
permit any of its 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 $250,000; (c) merge
into or consolidate with an Affiliate, or purchase or acquire property from an
Affiliate unless such





                                Credit Agreement
<PAGE>   92
                                     - 87 -



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 $250,000 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 $250,000 and the
consideration received (or paid) by the Borrower or the relevant 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:

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

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

                     (iii)  the Borrower and its 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 Borrower,
        (y) in the case of Acquisitions involving consideration valued in
        excess of $1,000,000, the Borrower or 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 does not exceed $2,000,000;

                      (iv)  the Borrower and its 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 benefitting from such site





                                Credit Agreement
<PAGE>   93
                                     - 88 -



        leases pay (or reimburse the Borrower or the Subsidiaries for) their
        fair share of the expenses thereunder and such site leases are
        otherwise no less favorable to the Borrower and its Subsidiaries than a
        comparable transaction effected on an arms' length basis with a Person
        that is not an Affiliate; and

                       (v)  the Borrower and its 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 Borrower and each 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 Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital
stock or to make or repay loans or advances to the Borrower or any other
Subsidiary or to Guarantee Indebtedness of the Borrower or any other
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 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),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) 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 (v) clause (a) of the foregoing shall not apply to customary





                                Credit Agreement
<PAGE>   94
                                     - 89 -



  provisions in leases and other contracts restricting the assignment thereof.

                 SECTION 7.09.  Certain Financial Covenants.

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

<TABLE>
<CAPTION>
                 Period                                      Ratio
                 ------                                      -----
        <S>                                                <C>
        From the Effective Date
          through December 30, 1997                        5.50 to 1

        From December 31, 1997
          through December 30, 1998                        5.25 to 1

        From December 31, 1998
          through December 30, 1999                        5.00 to 1

        From December 31, 1999
          through December 30, 2000                        4.50 to 1

        From December 31, 2000
          and at all times thereafter                      4.00 to 1
</TABLE>

                 (b)  Senior Debt Ratio.  The Borrower will not permit the
Senior Debt Ratio at any time during the period below to exceed the ratio set
opposite such period below:

<TABLE>
<CAPTION>
                 Period                                      Ratio
                 ------                                      -----
        <S>                                                <C>
        From the Effective Date
          through December 30, 1997                        4.00 to 1

        From December 31, 1997
          through December 30, 1998                        3.75 to 1

        From December 31, 1998
          through December 30, 1999                        3.50 to 1

        From December 31, 1999
          through December 30, 2000                        3.00 to 1

        From December 31, 2000
          and at all times thereafter                      2.50 to 1
</TABLE>

                 (c)  Interest Coverage Ratio.  The Borrower will not permit
the Interest Coverage Ratio at any time during the period below to exceed the
ratio set opposite such period below:

<TABLE>
<CAPTION>
                 Period                                      Ratio
                 ------                                      -----
        <S>                                                <C>
        From the Effective Date
          through December 30, 1997                        2.00 to 1

        From December 31, 1997
          through December 30, 1998                        2.10 to 1

        From December 31, 1998
          through December 30, 1999                        2.20 to 1

        From December 31, 1999
          and at all times thereafter                      2.40 to 1
</TABLE>

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

                 (e)  Capital Expenditures.  The Borrower will not permit the
aggregate amount of Capital Expenditures during any Calculation Period (as
defined below) to exceed 20% of EBITDA for such Calculation Period.  For
purposes hereof, the term "Calculation Period" means each of the following
periods: (i) the





                                Credit Agreement
<PAGE>   95
                                     - 90 -



two fiscal year period ending December 31, 1997 (i.e. the two fiscal years
ending December 31, 1996 and 1997); (ii) the three fiscal year period ending
December 31, 1998 (i.e. the three fiscal years ending December 31, 1996, 1997
and 1998); (iii) the four fiscal year period ending December 31, 1999 (i.e. the
four fiscal years ending December 31, 1996, 1997, 1998 and 1999) and (iv) each
three fiscal year period ending on the last day of each fiscal year ending on
or after December 31, 2000.

                 SECTION 7.10.  Lines of Business.  Neither the Borrower 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.  Subordinated Indebtedness.  The Borrower will
not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or
otherwise acquire for value, or set apart any money for a sinking, defeasance
or other analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the principal of
or interest on, or any other amount owing in respect of, any Subordinated
Indebtedness, except for regularly scheduled payments or prepayments of
principal and interest in respect thereof required pursuant to the instruments
evidencing such Subordinated Indebtedness.

                 SECTION 7.12.  Modifications of Certain Documents.  The
Borrower will not, and will not permit any of its Subsidiaries to, consent to
any modification, supplement or waiver of any of the provisions of any
documents or agreements evidencing or governing the Senior Secured Notes or
Senior Subordinated Notes (or any Refunding Indebtedness) without the prior
consent of the Required Lenders, provided that, subject to the last paragraph
of Section 6.11(a), the Borrower may supplement the Senior Subordinated Notes
Indenture in order to add or delete Subsidiaries as guarantors thereunder as
required or permitted by the terms thereof without the prior consent of the
Required Lenders.  Without limiting the generality of the foregoing, except for
Guarantees by Subsidiaries of the Borrower required by the Senior Subordinated
Notes Indenture, the Borrower will not permit any 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)  the 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 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 Borrower shall fail to observe or perform any
        covenant, condition or agreement contained in Section 6.02, 6.03 (with
        respect to the Borrower's existence), 6.09 or 6.11 or in Article VII
        (other than Section 7.07 or 7.10);

                 (d)  the 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 (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
        Borrower;

                 (e)  the Borrower or any of its 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 Borrower or any of its
        Subsidiaries or its debts, or of a substantial part of its assets,
        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 Borrower or any of its
        Subsidiaries or for a substantial part of its assets, 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;





                                Credit Agreement
<PAGE>   96
                                     - 91 -



                 (h)  the Borrower or any of its 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, sequestrator,
        conservator or similar official for the Borrower or any of its
        Subsidiaries or for a substantial part of its assets, (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 Borrower or any of its Subsidiaries shall become
        unable, admit 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 $1,000,000 in the aggregate (exclusive of judgment amounts
        fully covered by insurance where the insurer has admitted liability in
        respect of such judgment) or in excess of $10,000,000 in the aggregate
        (regardless of insurance coverage) shall be rendered by a one or more
        courts, administrative tribunals or other bodies having jurisdiction
        against the Borrower or any of its 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 Borrower or the relevant 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 Borrower or any of its Subsidiaries of (or there shall have been
        asserted against the Borrower 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 Borrower or any of its Subsidiaries or
        Affiliates, or any predecessor in interest of the Borrower or any of
        its Subsidiaries or Affiliates, or relating to any site or facility
        owned, operated or leased by the Borrower or any of its Subsidiaries or
        Affiliates, which claims or liabilities (insofar as they are payable by
        the Borrower 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 Borrower or any of its Subsidiaries, and the amount thereof is,
        singly or in the aggregate, reasonably likely to have a Material
        Adverse Effect;

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

                                (i)  the capital stock of the Borrower owned
                 directly or indirectly by Kevin P.  Reilly, Sr., his wife, his
                 children, his grandchildren, trusts of which he, his wife, his
                 children and his 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
                 Borrower) cease to constitute either (x) at least 20% of the
                 aggregate equity capital of the Borrower or (y) at least such
                 percentage of the aggregate voting stock of the Borrower as is
                 sufficient at all to times elect a majority of the Board of
                 Directors of the Borrower;


                               (ii)  any Person or group (within the meaning of
                 the Securities Exchange Act of 1934 and the rules of the
                 Securities and Exchange Commission thereunder as in effect on
                 the date hereof) other than Kevin P. Reilly, Sr. and any of
                 the other permitted holders referred to in clause (i) above
                 shall (x) acquire or own, directly or indirectly, beneficially
                 or of record, shares representing more than 20% of the
                 aggregate equity capital of the Borrower, or more than 20% of
                 the ordinary voting power represented by the issued and
                 outstanding voting capital stock of the Borrower, or (y)
                 acquire direct or indirect Control of the Borrower; or

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

                 (n)  Any of the following shall occur: (i) the Liens created
        by the 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 Liens on the Collateral (as defined
        therein) intended to be covered thereby; (ii) except for expiration in
        accordance with its terms, the Pledge Agreement shall for whatever
        reason be terminated, or shall cease to be in full force and effect; or





                                Credit Agreement
<PAGE>   97
                                     - 92 -



        (iii) the enforceability of the Pledge Agreement shall be contested by
        any Credit Party; or

                 (o)  Any Subsidiary Guarantor 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 the 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 Borrower, 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 the 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 the Borrower;
and in case of any event with respect to the 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 the 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 the Borrower.


                                   ARTICLE IX

                            The Administrative Agent

                 Each of the Lenders and the Issuing Lender 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.

                 Chase 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
Chase were not the Administrative Agent, and Chase 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 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 Chase 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 or
the Required Term Loan Lenders, or in the absence of its own gross negligence
or wilful 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 Borrower 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





                                Credit Agreement
<PAGE>   98
                                     - 93 -



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, 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 the 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 Lender and the
Borrower.  Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, 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





                                Credit Agreement
<PAGE>   99
                                     - 94 -



the Issuing Lender, 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 Borrower
to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower 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, the 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 into this
Agreement.  Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the 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.  Except in the case of notices and
other communications expressly permitted to be given by telephone, 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 Borrower, to it at 5551 Corporate Boulevard,
        Baton Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No.
        (504) 923-0658);

                 (b)  if to the Administrative Agent, to The Chase Manhattan
        Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, New
        York, New York 10081, Attention of Janet Belden (Telecopy No. (212)
        552- 5658), with a copy to The Chase Manhattan Bank, 1 Chase Manhattan
        Plaza, New York, New York 10081, Attention of Beth Bacon (Telecopy No.
        212-552-4266); and

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

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)  No failure or delay by the Administrative Agent, the
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 Lender 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 the Issuing Lender may have had notice or knowledge of such Default
at the time.

                 (b)  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 Borrower and the Required Lenders or by the
Borrower and the Administrative Agent with the





                                Credit Agreement
<PAGE>   100
                                     - 95 -


consent of the Required Lenders; provided that no such agreement shall:

                       (i)  increase the Commitment of any Lender without the 
        written 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 written 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 reduce the amount of, waive
        or excuse any such payment, or postpone the scheduled date of
        expiration of any Commitment, or postpone the ultimate expiration date
        of any Letter of Credit beyond the Revolving Credit Maturity Date,
        without the written consent of each Lender affected thereby;

                      (iv)  change Section 2.09 in a manner that would alter
        the application of prepayments thereunder, or change Section 2.16(b),
        (c) or (d) in a manner that would alter the pro rata sharing of
        payments required thereby, without in each case the written consent of
        each Lender;

                       (v)  alter the rights or obligations of the Borrower to
        prepay Loans without the written consent of each Lender;

                      (vi)  change any of the provisions of this Section 10.02
        or the definition of "Required Lenders", "Required Revolving Credit
        Lenders", or "Required Term Loan Lenders", or any other provision
        hereof specifying the number or percentage of Lenders required to
        waive, amend or modify any rights hereunder or under any other Loan
        Document or make any determination or grant any consent hereunder or
        thereunder, without the written consent of each Lender;

                     (vii)  release the Subsidiary Guarantors from their
        obligations in respect of its Guarantee under Article III, without the
        written consent of each Lender; or

                    (viii)  waive any of the condition precedent specified in 
        Section 5.01;

provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Issuing Lender
hereunder without the prior written consent of the Administrative Agent or the
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 Borrower to satisfy
a condition precedent to the making of Revolving Credit Loans or Term Loans of
any Series shall be effective against the Revolving Credit Lenders or Term Loan
Lenders of such Series, respectively, unless the Required Revolving Credit
Lenders or Required Term Loan Lenders of such Series, respectively, shall have
concurred with such waiver or modification.

                 (c)  Neither the 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 any
collateral or otherwise terminate any Lien under the Pledge Agreement, agree to
additional obligations being secured by 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, 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,
except that no such consent shall be required, and the Administrative Agent is
hereby authorized, 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.

                 SECTION 10.03.  Expenses; Indemnity; Damage Waiver.

                 (a)  The Credit Parties 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,


                                Credit Agreement
<PAGE>   101
                                     - 96 -



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 the 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, the 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, 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)  The Credit Parties jointly and severally agree to
indemnify the Administrative Agent, the 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 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 the 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,





                                Credit Agreement
<PAGE>   102
                                     - 97 -



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
wilful misconduct of such Indemnitee.

                 (c)  To the extent that the Credit Parties 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 Credit Parties fail to pay any amount required to
be paid by them to the Issuing Lender under paragraph (a) or (b) of this
Section 10.03, each Revolving Credit Lender severally agrees to pay to the
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 the Administrative Agent in its capacity as such.

                 (d)  To the extent permitted by applicable law, none of the
Credit Parties shall assert, and each Credit Party 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.

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

                 SECTION 10.04.  Successors and Assigns.

                 (a)  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, except that no Credit Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by any
Credit 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 parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Lender and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                 (b)  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); provided that

                       (i)  except in the case of an assignment to a Lender or
        an Affiliate of a Lender, the Administrative Agent (and, in the case of
        an assignment of all or a portion of a Commitment or any Lender's
        obligations in respect of its LC Exposure, the Issuing Lender) must
        give its prior written consent to such assignment (which consent shall
        not be unreasonably withheld), and the respective assigning Lender must
        have consulted with the Borrower regarding such assignment,

                      (ii)  except in the case of an assignment to a Lender or
        an Affiliate of a Lender or an assignment of the entire remaining
        amount of the assigning Lender's Commitment, the amount of the
        Commitment of the assigning Lender subject to each such assignment
        (determined as of the date the Assignment and Acceptance with respect
        to such assignment is delivered to the Administrative Agent) shall not
        be less than $5,000,000 unless each of the Borrower and the
        Administrative Agent otherwise consent,

                     (iii)  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,

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

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

provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default under clause (h) or (i)
of Article VIII has occurred and is continuing.

                 Upon acceptance and recording pursuant to paragraph (d) of
this Section 10.04, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance 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 such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.

                 (c)  The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance 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 Borrower, the
Administrative Agent, the Issuing Lender 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 the Borrower, the
Issuing





                                Credit Agreement
<PAGE>   103
                                     - 98 -



Lender and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

                 (d)  Upon its receipt of a duly completed Assignment and
Acceptance 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) of this Section 10.04 and any written consent to such assignment required
by paragraph (b) of this Section 10.04, the Administrative Agent shall accept
such Assignment and Acceptance 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.

                 (e)  Any Lender may, without the consent of the Borrower, the
Administrative Agent or the Issuing Lender, 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 (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Issuing
Lender 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 waiver described in the first proviso
to Section 10.02(b), or the first provision to Section 10.02(c), that affects
such Participant.  Subject to paragraph (f) of this Section 10.04, the Borrower
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 10.04.

                 (f)  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





                                Credit Agreement
<PAGE>   104
                                     - 99 -



participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower'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 Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.15(e) as though it were a
Lender.

                 (g)  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 such pledge or assignment 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 assignee for such Lender as a party hereto.

                 (h)  Anything in this Section 10.04 to the contrary
notwithstanding, no Lender may assign or participate any interest in any Loan
held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries
without the prior consent of each Lender.

                 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, the 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
IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or





                                Credit Agreement
<PAGE>   105
                                    - 100 -



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 the Borrower against any of and all the
obligations of the Borrower 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





                                Credit Agreement
<PAGE>   106
                                    - 101 -



this Section 10.08 are in addition to any other rights and remedies (including
other rights of setoff) which such Lender may have.

                 SECTION 10.09.  Governing Law; Jurisdiction; Consent to
Service of Process.

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

                 (b)  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, the Issuing Lender or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against any Credit Party or its properties in the courts of any jurisdiction.

                 (c)  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)  Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 10.01.
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 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 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 if all of the capital stock of
any Subsidiary that is owned by the Borrower and its Subsidiaries is sold to
any Person as permitted by the terms of this Agreement and the Pledge
Agreement, or 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, the Administrative Agent shall,
upon request of the Borrower (and upon the receipt by the Administrative Agent
of such evidence as the Administrative Agent or any Lender may reasonably
request to establish that such sale, designation, merger or consolidation is
permitted by the terms of this Agreement), terminate the Guarantee of such
Subsidiary under Article III and authorize the Administrative Agent to release
the Lien created by the Pledge Agreement on any capital stock of such
Subsidiary.

                 SECTION 10.13.  Successor Facility.  This Agreement is
intended to be a successor to the Existing Credit Agreements and to constitute
the "Senior Facility" under and for all purposes of the Senior Subordinated
Notes Indenture.





                                Credit Agreement
<PAGE>   107
                                    - 102 -



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


                                        LAMAR ADVERTISING COMPANY

                                        by
                                           -------------------------------------
                                           Name:
                                           Title:

                                    SUBSIDIARY GUARANTORS

                                        INTERSTATE LOGOS, INC.
                                        THE LAMAR CORPORATION
                                        LAMAR ADVERTISING OF MOBILE, INC.
                                        LAMAR ADVERTISING OF COLORADO
                                          SPRINGS, INC.
                                        LAMAR ADVERTISING OF SOUTH
                                          MISSISSIPPI, INC.
                                        LAMAR ADVERTISING OF JACKSON, INC.
                                        LAMAR TEXAS GENERAL PARTNER, INC.
                                        LAMAR ADVERTISING OF SOUTH GEORGIA, INC.
                                        LAMAR TENNESSEE LIMITED PARTNER, INC.
                                        TLC PROPERTIES, INC.
                                        TLC PROPERTIES II, INC.
                                        LAMAR PENSACOLA TRANSIT, INC.
                                        LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                        NEBRASKA LOGOS, INC.
                                        OKLAHOMA LOGO SIGNS, INC.
                                        MISSOURI LOGOS, INC.
                                        OHIO LOGOS, INC.
                                        UTAH LOGOS, INC.
                                        TEXAS LOGOS, INC.
                                        MISSISSIPPI LOGOS, INC.
                                        GEORGIA LOGOS, INC.
                                        SOUTH CAROLINA LOGOS, INC.
                                        VIRGINIA LOGOS, INC.
                                        MINNESOTA LOGOS, INC.
                                        MICHIGAN LOGOS, INC.
                                        NEW JERSEY LOGOS, INC.
                                        FLORIDA LOGOS, INC.
                                        KENTUCKY LOGOS, INC.
                                        NEVADA LOGOS, INC.
                                        TENNESSEE LOGOS, INC.
                                        KANSAS LOGOS, INC.
                                        
                                        by
                                           -------------------------------------
                                           Name:
                                           Title:
                                        
                                        LAMAR TEXAS LIMITED PARTNERSHIP
                                        
                                        by Lamar Texas General Partner, Inc., 
                                           its general partner
                                        
                                        by
                                           -------------------------------------
                                           Name:
                                           Title:
                                        
                                        LAMAR TENNESSEE LIMITED PARTNERSHIP
                                        LAMAR TENNESSEE LIMITED PARTNERSHIP II
                                        
                                        by The Lamar Corporation, their 
                                           general partner
                                        
                                        by
                                           -------------------------------------
                                           Name:
                                           Title:
                                        
                                        LAMAR AIR, L.L.C.
                                        
                                        by The Lamar Corporation, its manager
                                        
                                        by
                                           -------------------------------------
                                           Name:
                                           Title:
                                        
                                        MINNESOTA LOGOS, A PARTNERSHIP
                                        
                                        by Minnesota Logos, Inc., its general 
                                           partner
                                        
                                        by
                                           -------------------------------------
                                           Name:
                                           Title:





                                Credit Agreement
<PAGE>   108
                                    - 103 -



                                    ADMINISTRATIVE AGENT
                                        
                                        THE CHASE MANHATTAN BANK,
                                        as Administrative Agent


                                        by
                                           -------------------------------------
                                           Name:
                                           Title:


                                   LENDERS

THE CHASE MANHATTAN BANK                BANK ONE, LOUISIANA,
                                          NATIONAL ASSOCIATION

by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:


CIBC INC.                               FLEET BANK, N.A.
                                        
                                        
by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:
                                        
                                        
ABN AMRO BANK N.V.                      BANQUE PARIBAS
By:  ABN AMRO NORTH                     
     AMERICA, INC.,                     
     as Agent                           
                                        
by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:
                                        
                                        
by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:
                                        
CORESTATES BANK, N.A.                   BANK OF MONTREAL, CHICAGO
                                          BRANCH
                                        
by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:
                                        
                                        
                                        
THE LONG-TERM CREDIT BANK               HIBERNIA NATIONAL BANK
  OF JAPAN, LIMITED,                    
  NEW YORK BRANCH                       
                                        
                                        
by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:





                                Credit Agreement
<PAGE>   109
                                    - 104 -



MERITA BANK LTD -                       THE BANK OF NOVA SCOTIA
  NEW YORK BRANCH


by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:


by
   -------------------------------
   Name:
   Title:

UNION BANK OF CALIFORNIA                BANK OF TOKYO-MITSUBISHI
                                          TRUST COMPANY



by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:



FIRST UNION NATIONAL BANK               STATE STREET BANK AND
  OF NORTH CAROLINA                       TRUST COMPANY



by                                      by
   -------------------------------         -------------------------------------
   Name:                                   Name:
   Title:                                  Title:

CRESTAR BANK



by
   -------------------------------
   Name:
   Title:





                                Credit Agreement
<PAGE>   110


                                 Schedule 2.01


<TABLE>
<CAPTION>
                                                 Revolving Credit
                                                    Commitment
                                                   ------------
<S>                                                <C>
THE CHASE MANHATTAN BANK                           $ 17,000,000
BANK ONE, LOUISIANA,
  NATIONAL ASSOCIATION                             $ 15,000,000
CIBC INC.                                          $ 15,000,000
FLEET BANK, N.A.                                   $ 15,000,000
ABN AMRO BANK N.V.                                 $ 14,000,000
BANQUE PARIBAS                                     $ 14,000,000
BANK OF MONTREAL,
  CHICAGO BRANCH                                   $ 14,000,000
CORESTATES BANK, N.A.                              $ 14,000,000
HIBERNIA NATIONAL BANK                             $ 14,000,000
THE LONG-TERM CREDIT BANK
  OF JAPAN, LIMITED,
  NEW YORK BRANCH                                  $ 14,000,000
MERITA BANK LTD -
  NEW YORK BRANCH                                  $ 14,000,000
THE BANK OF NOVA SCOTIA                            $ 14,000,000
UNION BANK OF CALIFORNIA                           $ 14,000,000
BANK OF TOKYO-MITSUBISHI
  TRUST COMPANY                                    $ 10,000,000
FIRST UNION NATIONAL BANK
  OF NORTH CAROLINA                                $ 10,000,000
STATE STREET BANK
  AND TRUST COMPANY                                $ 10,000,000
CRESTAR BANK                                       $  7,000,000
                                                   ------------


                                  Total            $225,000,000
                                                   ============
</TABLE>


<PAGE>   111


                                 Schedule 4.06

                              [Disclosed Matters]


<PAGE>   112


                                 Schedule 4.12

                            [Certain Equity Rights]


<PAGE>   113


                                 Schedule 4.13

                        [Material Agreements and Liens]


<PAGE>   114


                                 Schedule 4.14

                                 [Subsidiaries]


<PAGE>   115


                                 Schedule 7.01

                            [Existing Indebtedness]
<PAGE>   116


                                 Schedule 7.02

                                [Existing Liens]


<PAGE>   117


                                 Schedule 7.03

                             [Existing Guarantees]

<PAGE>   118


                                 Schedule 7.07

                   [Certain Existing Affiliate Transactions]


<PAGE>   119


                                 Schedule 7.08

                            [Existing Restrictions]

<PAGE>   120
                                                                       EXHIBIT A


                      [Form of Assignment and Acceptance]


                           ASSIGNMENT AND ACCEPTANCE

                 Reference is made to the Credit Agreement, dated as of
December 18, 1996 (as modified and supplemented and in effect from time to
time, the "Credit Agreement"), between Lamar Advertising Company, a Delaware
corporation (the "Borrower"), the Subsidiary Guarantors party thereto, the
lenders party thereto, and The Chase Manhattan Bank, as administrative agent
for such lenders.   Terms defined in the Credit Agreement are used herein as
defined therein.

                 ____________________ (the "Assignor") and ____________________
(the "Assignee") agree as follows:

                 1.  The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date as set forth in Schedule 1 hereto (the "Effective Date"), an
interest (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Credit Agreement with respect to the credit facility
contained in the Credit Agreement set forth on Schedule 1 (the "Assigned
Facility"), in a principal amount and percentage as set forth on Schedule 1.

                 2.  The Assignor (i) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto,
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, any other Loan Document or any other
instrument or document furnished pursuant thereto, other than that it has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; [and] (ii)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower, any of its Subsidiaries or any
other obligation or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto[; and (iii) attaches the
promissory note held by it evidencing the Assigned Facility and requests that
the Administrative Agent exchange such promissory note for a new promissory
note payable to the Assignor (if the Assignor has retained any interest in the
Assigned Facility) and a new





                           Assignment and Acceptance
<PAGE>   121
                                     - 2 -



promissory note payable to the Assignee in the respective amounts which reflect
the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective Date)].

                 3.  The Assignee (i) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of
the financial statements referred to in Section 4.04 thereof, the financial
statements delivered pursuant to Section 6.01 thereof, if any, 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 Acceptance; (iii)
agrees that it will, independently and without reliance upon the Assignor, the
Administrative Agent 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 Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto or thereto; (iv) appoints and authorizes the Administrative Agent to
take such action as administrative agent on its behalf and to exercise such
powers and discretion under the Credit Agreement, the promissory note or any
other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (v) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, if it is organized under
the laws of a jurisdiction outside the United States of America, its obligation
pursuant to Section 2.15(e) of the Credit Agreement to deliver the forms
prescribed by the Internal Revenue Service of the United States certifying as
to the Assignee's exemption from United States withholding taxes with respect
to all payments to be made to the Assignee under the Credit Agreement, or such
other documents as are necessary to indicate that all such payments are subject
to such tax at a rate reduced by an applicable tax treaty.

                 4.  Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance and recording
by the Administrative Agent pursuant to Section 10.04 of the Credit Agreement,
effective as of the Effective Date (which date shall not, unless otherwise
agreed to by the Administrative Agent, be earlier than five Business Days after
the date of such acceptance and recording by the Administrative Agent [and
shall in no event be earlier than the





                           Assignment and Acceptance
<PAGE>   122
                                     - 3 -



date the information contained herein is recorded in the Register pursuant to
Section 10.04 of the Credit Agreement]).

                 5.  Upon such acceptance and recording, 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 Assignee which accrue subsequent to the Effective Date.

                 6.  From and after the Effective Date, (i) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder [and under its Note(s)] and shall be bound by the provisions thereof
and (ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement except as provided in Section 10.05 of the Credit
Agreement.

                 7.  This Assignment and Acceptance shall be governed by and
construed in accordance with the law of the State of New York.

                 8.  This Assignment and Acceptance may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Assignment
and Acceptance by signing any such counterpart.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.





                           Assignment and Acceptance
<PAGE>   123


                                 Schedule 1 to
                           Assignment and Acceptance
                       relating to the Credit Agreement,
                         dated as of December 18, 1996,
                       between Lamar Advertising Company,
                    the Subsidiary Guarantors party thereto,
                         the Lenders party thereto and
                           The Chase Manhattan Bank,
                    as administrative agent for the Lenders
                 (in such capacity, the "Administrative Agent")



Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

<TABLE>
<CAPTION>
                   Principal                                Percentage
                Amount Assigned                              Assigned
                ---------------                              --------
                <S>                                          <C>
</TABLE>





[ASSIGNEE]                                         [ASSIGNOR]
By:                                     By:
   -----------------------------------     -----------------------------------
   Title:                                  Title:
                                        

                                        [Consented to and] Accepted:
                                        
                                        THE CHASE MANHATTAN BANK,
                                          as Administrative Agent
                                        
                                        
                                        By:
                                           -----------------------------------
                                           Title:
                                        
                                        [Consented to:
                                        
                                        THE CHASE MANHATTAN BANK,
                                          as Issuing Lender
                                        
                                        By:
                                           -----------------------------------
                                           Title:]





                           Assignment and Acceptance
<PAGE>   124
                                                                       EXHIBIT B


               [Form of Opinion of Counsel to the Credit Parties]


                                                                __________, 199_

To the Lenders party to the
  Credit Agreement referred to
  below and The Chase Manhattan Bank,
  as Administrative Agent


Ladies and Gentlemen:

                 We have acted as counsel to LAMAR ADVERTISING COMPANY (the
"Borrower") and the Subsidiary Guarantors, in connection with (i) the Credit
Agreement (the "Credit Agreement") dated as of December 18, 1996, between the
Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto,
and The Chase Manhattan Bank, as Administrative Agent, providing for loans to
be made by said lenders to the Borrower in an aggregate principal amount not
exceeding $225,000,000 and (ii) the various other agreements, instruments and
other documents referred to in the next following paragraph.  Except as
otherwise provided herein, terms defined in the Credit Agreement are used
herein as defined therein.  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; and

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

The Credit Agreement and the Pledge Agreement are collectively referred to as
the "Credit Documents".

                 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 of governmental officials and upon representations made
in or pursuant to the Credit Documents and certificates of appropriate
representatives of the Credit Parties.





                    Opinion of Counsel to the Credit Parties
<PAGE>   125
                                     - 2 -



                 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
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.

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

                 2.  Each 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 Borrower 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 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 Borrower under the Credit Agreement, have been duly
         authorized by all necessary corporate or other action on the part of
         such Credit Party.





                    Opinion of Counsel to the Credit Parties
<PAGE>   126
                                     - 3 -



                 4.  Each Credit Document has been duly executed and delivered
         by each 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.  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 Credit Party party thereto, enforceable
         against such 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), 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 Credit Party for the execution, delivery or
         performance by any Credit Party of any of the Credit Documents or for
         the borrowings by the Borrower under the Credit Agreement.

                 7.  The execution, delivery and performance by each Credit
         Party of, and the consummation by each Credit Party of the
         transactions contemplated by, the Credit Documents to which such
         Credit Party is a party do not and will not (a) violate any provision
         of the charter or by-laws of any Credit Party, (b) violate any
         applicable 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 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 Borrower,
         result in a breach of, constitute a default under, require any consent
         under, or





                    Opinion of Counsel to the Credit Parties
<PAGE>   127
                                     - 4 -



         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) to which the 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 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 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.

                 10. 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 in the Pledge
         Agreement) as collateral security for the payment when due of the
         Secured Obligations (as defined in the Pledge Agreement), except that
         the creation of a security interest in any portion of the Collateral
         constituting a "security" (as defined in Section 8-102(1)(c) of the
         UCC) requires the transfer of said Collateral to the Administrative
         Agent pursuant to Section 8-313(1) of the UCC, which transfer in the
         case of any Pledged Equity (as defined in the Pledge Agreement)
         represented by a certificate may be effected by the Administrative
         Agent taking possession of such certificate and thereafter retaining
         possession thereof in the State of New York.





                    Opinion of Counsel to the Credit Parties
<PAGE>   128
                                     - 5 -



                 11.  Any security interest in Pledged Equity represented by a
         certificate will be created and perfected by the Administrative Agent
         taking and thereafter retaining possession thereof (or any
         certificates representing any such certificated security) in the State
         of New York.

                 12.      With respect to any portion of the Pledged Equity
         consisting of a certificated security, if such security interest
         therein is perfected by the Administrative Agent in the manner
         specified in paragraph 11 above in good faith and without notice of
         any adverse claim (as defined in Section 8-302(2) of the UCC) and in
         bearer form or in registered form issued to the Administrative Agent
         or indorsed to the Administrative Agent or in blank, any perfected
         security interest therein will have priority over all other security
         interests theretofore or thereafter created under the UCC.

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

                 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)  Clause (iii) of the second sentence of Section 3.02 of
         the Credit Agreement 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.





                    Opinion of Counsel to the Credit Parties
<PAGE>   129
                                     - 6 -



                 (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 next to the last sentence of Section 2.16(d) of the Credit
         Agreement, (iii) the first sentence of Section 10.09 of the Credit
         Agreement, 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 of the Credit Agreement.

                 (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), and the rights and
         remedies of the Administrative Agent, under Sections 5.05 through 5.10
         (inclusive) of the Pledge Agreement may be subject to possible
         limitations upon the exercise of remedial or procedural provisions
         contained in the Pledge 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
         the Secured Parties (as defined therein) inadequate for the practical
         realization of the substantive benefits purported to be provided to
         the Administrative Agent and such Secured Parties by the Pledge
         Agreement.

                 (G)  Except as expressly provided in paragraphs 10, 11 and 12
         above, we express no opinion as to the creation, perfection or
         priority of any security interest in, or other lien on, the
         Collateral, provided that in any event 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 the Pledge Agreement) (i) to
         the extent that, pursuant to Section 9-104 of the UCC, Article 9





                    Opinion of Counsel to the Credit Parties
<PAGE>   130
                                     - 7 -


         of the UCC does not apply thereto or (ii) consisting of uncertificated
         securities (as defined in Section 8-102(b) of the UCC).

                 (H)  We express no opinion as to the existence of, or the
         right, title or interest of any Pledgor in, to or under, any of the
         Pledged Equity.

                 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>   131
                                                                       EXHIBIT C


                      [Form of Opinion of Special Counsel]


                                                          ____________  __, 1996

To the Lenders party to the Credit
  Agreement referred to below
  and The Chase Manhattan Bank,
  as Administrative Agent


Ladies and Gentlemen:

                 We have acted as special New York counsel to The Chase
Manhattan Bank ("Chase") in connection with the Credit Agreement dated as of
December 18, 1996 (the "Credit Agreement") between Lamar Advertising Company
(the "Borrower"), the Subsidiary Guarantors party thereto, the Lenders party
thereto, and The Chase Manhattan Bank, as Administrative Agent.  Terms defined
in the Credit Agreement are used herein as defined therein.  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, instruments and other documents:

                 (a)      the Credit Agreement; and

                 (b)      the Pledge Agreement.

The Credit Agreement and the Pledge Agreement are collectively referred to as
the "Credit Documents".

                 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.

                 In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

               (i)        such 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
                          Credit Parties) constitute legal, valid,





                      Opinion of Special Counsel to Chase
<PAGE>   132
                                     - 2 -


                          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.

                 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 Credit Party party thereto, enforceable
         against such Credit Party in accordance with its terms, except as may
         be limited by bankruptcy, insolvency, reorganization, moratorium,
         fraudulent conveyance 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 in the Pledge
         Agreement) as collateral security for the payment when due of the
         Secured Obligations (as defined in the Pledge Agreement), except that
         the creation of a security interest in any portion of the Collateral
         constituting a "security" (as defined in Section 8-102(1)(c) of the
         UCC) requires the transfer of said Collateral to the Administrative
         Agent pursuant to Section 8-313(1) of the UCC, which transfer in the
         case of any Pledged Equity (as defined in the Pledge Agreement)
         represented by a


                           Opinion of Special Counsel
<PAGE>   133
                                     - 3 -


         certificate may be effected by the Administrative Agent taking
         possession of such certificate and thereafter retaining possession
         thereof in the State of New York.

                 3.  Any security interest in Pledged Equity represented by a
         certificate will be created and perfected by the Administrative Agent
         taking and thereafter retaining possession thereof (or any
         certificates representing any such certificated security) in the State
         of New York.

                 4.       With respect to any portion of the Pledged Equity
         consisting of a certificated security, if such security interest
         therein is perfected by the Administrative Agent in the manner
         specified in paragraph 3 above in good faith and without notice of any
         adverse claim (as defined in Section 8-302(2) of the UCC) and in
         bearer form or in registered form issued to the Administrative Agent
         or indorsed to the Administrative Agent or in blank, any perfected
         security interest therein will have priority over all other security
         interests theretofore or thereafter created under the UCC.

                 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)  Clause (iii) of the second sentence of Section 3.02 of
         the Credit Agreement 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,


                           Opinion of Special Counsel

<PAGE>   134
                                     - 4 -


         fees or other charges such Lender may impose for the loan or use of
         money or other credit, (ii) the next to the last sentence of Section
         2.16(d) of the Credit Agreement, (iii) the first sentence of Section
         10.09 of the Credit Agreement, 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 of the Credit
         Agreement.

                 (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), and the rights and
         remedies of the Administrative Agent, under Sections 5.05 through 5.10
         (inclusive) of the Pledge Agreement may be subject to possible
         limitations upon the exercise of remedial or procedural provisions
         contained in the Pledge 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
         the Secured Parties (as defined therein) inadequate for the practical
         realization of the substantive benefits purported to be provided to
         the Administrative Agent and such Secured Parties by the Pledge
         Agreement.

                 (G)  Except as expressly provided 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, the
         Collateral, provided that in any event 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 the Pledge Agreement) (i) to
         the extent that, pursuant to Section 9-104 of the UCC, Article 9 of
         the UCC does not apply thereto or (ii) consisting of uncertificated
         securities (as defined in Section 8-102(b) of the UCC).


                           Opinion of Special Counsel

<PAGE>   135
                                     - 5 -


                 (H)  We express no opinion as to the existence of, or the
         right, title or interest of any Pledgor in, to or under, any of the
         Pledged Equity.

                 The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York, and we
do not express any 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/CDP


                           Opinion of Special Counsel
<PAGE>   136
                                                                       EXHIBIT D


                           [Form of Pledge Agreement]


                                PLEDGE AGREEMENT

                 PLEDGE AGREEMENT dated as of December 18, 1996 between LAMAR
ADVERTISING COMPANY, a corporation duly organized and validly existing under
the laws of the State of Delaware (the "Borrower"); each of the subsidiaries of
the Borrower 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 Borrower, being herein called the
"Securing Parties"); and The Chase Manhattan Bank, 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 are parties to a Credit Agreement dated
as of December 18, 1996 (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
Borrower in an aggregate principal or face amount not exceeding $225,000,000
(which, in the circumstances contemplated by Section 2.01(b) thereof, may be
increased to $300,000,000).  In addition, the Borrower may from time to time be
obligated to one or more of the Lenders under the Credit Agreement in respect
of Hedging Agreements under and as defined in the Credit Agreement
(collectively, the "Hedging Agreements").

                 To induce the Secured Parties to enter the Credit Agreement
and to extend credit thereunder, and to induce the Lenders to extend credit to
the Borrower under Hedging 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>   137
                                     - 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 5.01(a).

                 "Equity Collateral" means, collectively, the Collateral
described in clauses (a) through (c) of Article III and the proceeds of and to
any such property and, to the extent related to any such property or such
proceeds, all books, correspondence, credit files, records, invoices and other
papers.

                 "Issuers" means, collectively, (a) the respective
corporations, partnerships or other entities identified next to the names of
the Securing Parties on Annex 1 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 Borrower, the principal of and interest on the Loans made by the Lenders to
the Borrower, all LC Disbursements and all other amounts from time to time
owing to the Secured Parties by the Borrower under the Credit Agreement or any
Hedging Agreement, (b) 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 (c) in the case of each Securing Party, all other obligations of
such Securing Party to the Secured Parties and the Administrative Agent
hereunder.

                 "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"





                                Pledge Agreement
<PAGE>   138
                                     - 3 -



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)  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 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)  The Pledged Equity identified under the name of such
Securing Party in Annex 1 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,





                                Pledge Agreement
<PAGE>   139
                                     - 4 -



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).

                 (c)  The Pledged Equity identified under the name of such
Securing Party in Annex 1 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 the such Securing Party) and Annex 1 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, 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 in the following property, whether now owned by such Securing Party 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, or
         partnership and other ownership interest in, the Issuers identified in
         Annex 1 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 or hereafter owned by such Securing
         Party,





                                Pledge Agreement
<PAGE>   140
                                     - 5 -



         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 Foreign Subsidiary, shall be limited to
65% of the voting common stock of such Subsidiary and 100% of any other capital
stock of such Subsidiary).





                                Pledge Agreement
<PAGE>   141
                                     - 6 -



                                   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") in the name and under the control
of the Administrative Agent 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 the 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, 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





                                Pledge Agreement
<PAGE>   142
                                     - 7 -



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 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





                                Pledge Agreement
<PAGE>   143
                                     - 8 -



         created hereunder in such shares, securities, moneys or property in
         said clauses (a), (b) and (c);

                 (b)  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 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);

                 (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 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.





                                Pledge Agreement
<PAGE>   144
                                     - 9 -



                 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)  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)  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.

                 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





                                Pledge Agreement
<PAGE>   145
                                     - 10 -



         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 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.





                                Pledge Agreement
<PAGE>   146
                                     - 11 -



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 (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 to the Borrower specified in Section 10.01 of the Credit Agreement
or (ii) change its name, or the name under which it does business, from the
name shown on the signature pages hereto.

                 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
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,





                                Pledge Agreement
<PAGE>   147
                                     - 12 -



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,





                                Pledge Agreement
<PAGE>   148
                                     - 13 -



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.

                 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 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 the 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





                                Pledge Agreement
<PAGE>   149
                                     - 14 -



be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:


                 (a)  if to the Borrower, to it at 5551 Corporate Boulevard,
         Baton Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No.
         (504) 923-0658);

                 (b)  if to any Securing Party other than the Borrower, to such
         Securing Party care of the Borrower at the address for notices
         indicated in clause (a) above; and

                 (c)  if to the Administrative Agent, to The Chase Manhattan
         Bank, Agent Bank Services Group, Grand Central Tower, 140 East 45th
         Street, New York, New York 10017, Attention of Janet Belden (Telecopy
         No.  (212) 270-0002), with a copy to The Chase Manhattan Bank, 1 Chase
         Manhattan Plaza, New York, New York 10081, Attention of Beth Bacon
         (Telecopy No. 212-552-4905).

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 6.02.  Waivers; Amendments.

                 (a)  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)  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





                                Pledge Agreement
<PAGE>   150
                                     - 15 -



consent of the appropriate Secured Parties as more particularly provided in
Section 10.02(c) of the Credit Agreement.

                 SECTION 6.03.  Expenses.

                 (a)  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) 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 costs and expenses
shall be Secured Obligations entitled to the benefits of the collateral
security provided pursuant to Article III hereof.

                 (b)  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





                                Pledge Agreement
<PAGE>   151
                                     - 16 -



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 6.11(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 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.





                                Pledge Agreement
<PAGE>   152
                                     - 17 -



                 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 ADVERTISING COMPANY,

                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                  INITIAL SUBSIDIARY GUARANTORS

                                        INTERSTATE LOGOS, INC.
                                        THE LAMAR CORPORATION
                                        LAMAR ADVERTISING OF MOBILE, INC.
                                        LAMAR ADVERTISING OF COLORADO
                                          SPRINGS, INC.
                                        LAMAR ADVERTISING OF SOUTH
                                          MISSISSIPPI, INC.
                                        LAMAR ADVERTISING OF JACKSON, INC.
                                        LAMAR TEXAS GENERAL PARTNER, INC.
                                        LAMAR ADVERTISING OF SOUTH GEORGIA, INC.
                                        LAMAR TENNESSEE LIMITED PARTNER, INC.
                                        TLC PROPERTIES, INC.
                                        TLC PROPERTIES II, INC.
                                        LAMAR PENSACOLA TRANSIT, INC.
                                        LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                        NEBRASKA LOGOS, INC.
                                        OKLAHOMA LOGO SIGNS, INC.
                                        MISSOURI LOGOS, INC.
                                        OHIO LOGOS, INC.
                                        UTAH LOGOS, INC.
                                        TEXAS LOGOS, INC.
                                        MISSISSIPPI LOGOS, INC.
                                        GEORGIA LOGOS, INC.
                                        SOUTH CAROLINA LOGOS, INC.
                                        VIRGINIA LOGOS, INC.
                                        MINNESOTA LOGOS, INC.
                                        MICHIGAN LOGOS, INC.
                                        NEW JERSEY LOGOS, INC.
                                        FLORIDA LOGOS, INC.
                                        KENTUCKY LOGOS, INC.
                                        NEVADA LOGOS, INC.
                                        TENNESSEE LOGOS, INC.
                                        KANSAS LOGOS, INC.

                                     For each of the above
                                     Subsidiary Guarantors

                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:





                                Pledge Agreement
<PAGE>   153
                                     - 18 -



                                     LAMAR TEXAS LIMITED PARTNERSHIP

                                     by Lamar Texas General Partner, Inc., 
                                        its general partner

                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     LAMAR TENNESSEE LIMITED PARTNERSHIP
                                     LAMAR TENNESSEE LIMITED PARTNERSHIP II

                                     by The Lamar Corporation, their general 
                                        partner

                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     LAMAR AIR, L.L.C.

                                     by The Lamar Corporation, its manager

                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     MINNESOTA LOGOS, A PARTNERSHIP

                                     by Minnesota Logos, Inc., its general 
                                        partner


                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:





                                Pledge Agreement
<PAGE>   154
                                     - 19 -





                                  ADMINISTRATIVE AGENT


                                     THE CHASE MANHATTAN BANK, as
                                       Administrative Agent,


                                     by
                                        ----------------------------------------
                                        Name:
                                        Title:





                                Pledge Agreement
<PAGE>   155
                                                                         ANNEX 1


                                 PLEDGED EQUITY

                           [See Section 2(b) and (c)]





                          Annex 1 to Pledge Agreement
<PAGE>   156
                                                                       EXHIBIT E


                          [Form of Joinder Agreement]


                               JOINDER AGREEMENT

                 JOINDER AGREEMENT dated as of ____________, 19__ by
____________, a ___________ corporation (the "Additional Subsidiary
Guarantor"), in favor of The Chase Manhattan Bank, 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 Advertising Company, a Delaware corporation (the
"Borrower"), and certain of its subsidiaries (collectively, the "Existing
Subsidiary Guarantors" and, together with the Borrower, the "Securing Parties")
are parties to a Credit Agreement dated as of December 18, 1996 (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 Borrower in an
aggregate principal or face amount not exceeding $225,000,000 (which, in the
circumstances contemplated by Section 2.01(b) thereof, may be increased to
$300,000,000).  In addition, the Borrower may from time to time be obligated to
one or more of the Lenders under the Credit Agreement in respect of Hedging
Agreements under and as defined in the Credit Agreement (collectively, the
"Hedging Agreements").

                 In connection with the Credit Agreement, the Borrower, the
Existing Subsidiary Guarantors and the Administrative Agent are parties to a
Pledge Agreement dated as of December 18, 1996 (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 Borrower
under Hedging 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
Pledge Agreement as a "Subsidiary Guarantor" thereunder, and to pledge and
grant a security interest in the Collateral (as defined in the Pledge
Agreement).

                 Accordingly, the parties hereto agree as follows:

                 Section 1.  Definitions.  Terms defined in the Credit
Agreement are used herein as defined therein.





                               Joinder Agreement
<PAGE>   157
                                     - 2 -



                 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 6.11(a)(iii) of the
Credit Agreement to the Secured Parties.





                               Joinder Agreement
<PAGE>   158
                                     - 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:

THE CHASE MANHATTAN BANK,
  as Administrative Agent


By 
   -----------------------------------
   Title:





                               Joinder Agreement
<PAGE>   159
                                                                      Appendix A
                                                                              to
                                                               Joinder Agreement

Supplement to Annex 1:





                               Joinder Agreement
<PAGE>   160
                                                                     EXHIBIT F-1


                       [Form of Term Loan Request Notice]


                                                                          [Date]

To:      The Chase Manhattan Bank, as Administrative Agent

From:    Lamar Advertising Company

Re:      Term Loan Request Notice


         This Term Loan Request Notice is given in accordance with 
Section 2.01(b) of the Credit Agreement dated as of December 18, 1996 (the
"Credit Agreement") between Lamar Advertising Company, the Subsidiary
Guarantors party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent.  We hereby request that the Lenders commit not
later than ____________, 199__(1) to make Term Loans in an aggregate amount up
to $____________.(2)

  Terms used herein have the meaning assigned to them in the Credit Agreement.

                                        LAMAR ADVERTISING COMPANY


                                        By
                                           -----------------------------------
                                           Title:





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

(1)  Must be a date not  earlier than 45 days following the  date of delivery 
     of the related Term Loan Request Notice to the Administrative Agent.

(2)  The amount must be in minimum aggregate amount of $5,000,000.



                            Term Loan Request Notice
<PAGE>   161
                                                                     EXHIBIT F-2


                        [Form of Term Loan Offer Notice]


                                                     [Date](1)


To:      The Chase Manhattan Bank, as Administrative Agent
         Lamar Advertising Company

Re:      Term Loan Offer Notice


                 This Term Loan Offer Notice is given in accordance with
Section 2.01(b) of the Credit Agreement dated as of December 18, 1996 (the
"Credit Agreement") between Lamar Advertising Company, the Subsidiary
Guarantors party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent.

                 In response to the Borrower's Term Loan Request Notice dated
__________, 199_, we hereby offer to commit to make Term Loans in an aggregate
amount up to but not exceeding $___________.(2)

                 Fees:  ____________.

                 [Other Conditions:  _________________.]



                                        Very truly yours,

                                        [NAME OF LENDER]

                                        By
                                           -----------------------------------
                                           Authorized Officer

Dated:  __________, ____





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

(1)  Must be a date not later than the date 30 days after the related Term Loan
     Request Notice is received by the Administrative Agent (the "Offer 
     Submission Date").

(2)  The principal amount of such Term Loans offered must be in an amount at 
     least equal to $1,000,000.



                             Term Loan Offer Notice
<PAGE>   162
                                                                     EXHIBIT F-3


                     [Form of Term Loan Acceptance Notice]


                                                           [Date]

To:      The Chase Manhattan Bank, as Administrative Agent
         Each of the Lenders submitting a Term Loan Offer Notice

From:    Lamar Advertising Company

Re:      Term Loan Acceptance Notice


                 This Term Acceptance Notice is given in accordance with
Section 2.01(b) of the Credit Agreement dated as of December 18, 1996 (the
"Credit Agreement") between Lamar Advertising Company, the Subsidiary
Guarantors party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent.

                 We hereby give notice that we accept the offers of the Lenders
specified above to commit to make Term Loans pursuant the Credit Agreement as
follows:


<TABLE>
<CAPTION>
Lender                                             Amount(1)
------                                             ------ 
<S>                                                <C>
</TABLE>




                 Terms used herein have the meaning assigned to them in the 
Credit Agreement.

                                        LAMAR ADVERTISING COMPANY


                                        By
                                           -----------------------------------
                                           Title:





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

(1)  Agreement amount must be at least equal to $5,000,000.



                          Term Loan Acceptance Notice