exv10w1






Exhibit 10.1




 





EXECUTION VERSION




LAMAR MEDIA CORP.




 





CREDIT AGREEMENT



Dated as of April 28, 2010



 





JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



THE ROYAL BANK OF SCOTLAND PLC

as Syndication Agent



BANK OF AMERICA, N.A.,

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Co-Documentation Agents



J.P. MORGAN SECURITIES INC.

WELLS FARGO SECURITIES, LLC

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Lead Arrangers and Joint Bookrunners



 




 









 





TABLE OF CONTENTS




Page




ARTICLE I




DEFINITIONS



	 	 	 	 	 

	SECTION 1.01. DEFINED TERMS
	 	 	1	 
	SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS
	 	 	26	 
	SECTION 1.03. TERMS GENERALLY
	 	 	26	 
	SECTION 1.04. ACCOUNTING TERMS; GAAP
	 	 	26	 
	SECTION 1.05. SUBSIDIARIES; DESIGNATION OF UNRESTRICTED SUBSIDIARIES
	 	 	26	 






ARTICLE II




THE CREDITS



	 	 	 	 	 

	SECTION 2.01. COMMITMENTS
	 	 	28	 
	SECTION 2.02. LOANS AND BORROWINGS
	 	 	30	 
	SECTION 2.03. REQUESTS FOR BORROWINGS
	 	 	30	 
	SECTION 2.04. LETTERS OF CREDIT
	 	 	31	 
	SECTION 2.05. FUNDING OF BORROWINGS
	 	 	34	 
	SECTION 2.06. INTEREST ELECTIONS
	 	 	35	 
	SECTION 2.07. TERMINATION AND REDUCTION OF COMMITMENTS
	 	 	36	 
	SECTION 2.08. REPAYMENT OF LOANS; EVIDENCE OF DEBT
	 	 	37	 
	SECTION 2.09. PREPAYMENT OF LOANS
	 	 	39	 
	SECTION 2.10. FEES
	 	 	44	 
	SECTION 2.11. INTEREST
	 	 	46	 
	SECTION 2.12. ALTERNATE RATE OF INTEREST
	 	 	46	 
	SECTION 2.13. INCREASED COSTS
	 	 	47	 
	SECTION 2.14. BREAK FUNDING PAYMENTS
	 	 	48	 
	SECTION 2.15. TAXES
	 	 	48	 
	SECTION 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS
	 	 	51	 
	SECTION 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS
	 	 	53	 
	SECTION 2.18. DEFAULTING LENDER
	 	 	54	 






ARTICLE III




GUARANTEE BY GUARANTORS



	 	 	 	 	 

	SECTION 3.01. THE GUARANTEE
	 	 	55	 
	SECTION 3.02. OBLIGATIONS UNCONDITIONAL
	 	 	56	 
	SECTION 3.03. REINSTATEMENT
	 	 	56	 
	SECTION 3.04. SUBROGATION
	 	 	57	 
	SECTION 3.05. REMEDIES
	 	 	57	 
	SECTION 3.06. INSTRUMENT FOR THE PAYMENT OF MONEY
	 	 	57	 






(i)









 






Page




	 	 	 	 	 

	SECTION 3.07. CONTINUING GUARANTEE
	 	 	57	 
	SECTION 3.08. RIGHTS OF CONTRIBUTION
	 	 	57	 
	SECTION 3.09. GENERAL LIMITATION ON GUARANTEE OBLIGATIONS
	 	 	58	 






ARTICLE IV




REPRESENTATIONS AND WARRANTIES



	 	 	 	 	 

	SECTION 4.01. ORGANIZATION; POWERS
	 	 	58	 
	SECTION 4.02. AUTHORIZATION; ENFORCEABILITY
	 	 	58	 
	SECTION 4.03. GOVERNMENTAL APPROVALS; NO CONFLICTS
	 	 	59	 
	SECTION 4.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE
	 	 	59	 
	SECTION 4.05. PROPERTIES
	 	 	59	 
	SECTION 4.06. LITIGATION AND ENVIRONMENTAL MATTERS
	 	 	59	 
	SECTION 4.07. COMPLIANCE WITH LAWS AND AGREEMENTS
	 	 	60	 
	SECTION 4.08. INVESTMENT COMPANY STATUS
	 	 	60	 
	SECTION 4.09. TAXES
	 	 	60	 
	SECTION 4.10. ERISA
	 	 	60	 
	SECTION 4.11. DISCLOSURE
	 	 	61	 
	SECTION 4.12. CAPITALIZATION
	 	 	61	 
	SECTION 4.13. MATERIAL AGREEMENTS AND LIENS
	 	 	61	 
	SECTION 4.14. SUBSIDIARIES, ETC.
	 	 	61	 






ARTICLE V




CONDITIONS



	 	 	 	 	 

	SECTION 5.01. EFFECTIVE DATE
	 	 	62	 
	SECTION 5.02. EACH EXTENSION OF CREDIT
	 	 	64	 






ARTICLE VI




AFFIRMATIVE COVENANTS



	 	 	 	 	 

	SECTION 6.01. FINANCIAL STATEMENTS AND OTHER INFORMATION
	 	 	65	 
	SECTION 6.02. NOTICES OF MATERIAL EVENTS
	 	 	66	 
	SECTION 6.03. EXISTENCE; CONDUCT OF BUSINESS
	 	 	67	 
	SECTION 6.04. PAYMENT OF OBLIGATIONS
	 	 	67	 
	SECTION 6.05. MAINTENANCE OF PROPERTIES; INSURANCE
	 	 	67	 
	SECTION 6.06. BOOKS AND RECORDS; INSPECTION RIGHTS
	 	 	67	 
	SECTION 6.07. FISCAL YEAR
	 	 	67	 
	SECTION 6.08. COMPLIANCE WITH LAWS
	 	 	67	 
	SECTION 6.09. USE OF PROCEEDS
	 	 	67	 
	SECTION 6.10. CERTAIN OBLIGATIONS RESPECTING RESTRICTED
SUBSIDIARIES AND COLLATERAL SECURITY
	 	 	68	 
	SECTION 6.11. POST-CLOSING REQUIREMENTS
	 	 	69	 






(ii)









 






Page




ARTICLE VII




NEGATIVE COVENANTS



	 	 	 	 	 

	SECTION 7.01. INDEBTEDNESS
	 	 	70	 
	SECTION 7.02. LIENS
	 	 	71	 
	SECTION 7.03. CONTINGENT LIABILITIES
	 	 	73	 
	SECTION 7.04. FUNDAMENTAL CHANGES
	 	 	73	 
	SECTION 7.05. INVESTMENTS, LOANS, ADVANCES, GUARANTEES
AND ACQUISITIONS; SWAP AGREEMENTS
	 	 	75	 
	SECTION 7.06. RESTRICTED PAYMENTS
	 	 	76	 
	SECTION 7.07. TRANSACTIONS WITH AFFILIATES
	 	 	76	 
	SECTION 7.08. RESTRICTIVE AGREEMENTS
	 	 	77	 
	SECTION 7.09. CERTAIN FINANCIAL COVENANTS
	 	 	78	 
	SECTION 7.10. LINES OF BUSINESS
	 	 	78	 
	SECTION 7.11. REPAYMENTS OF CERTAIN INDEBTEDNESS
	 	 	79	 
	SECTION 7.12. MODIFICATIONS OF CERTAIN DOCUMENTS
	 	 	79	 






ARTICLE VIII




EVENTS OF DEFAULT



ARTICLE IX




THE ADMINISTRATIVE AGENT



ARTICLE X




MISCELLANEOUS



	 	 	 	 	 

	SECTION 10.01. NOTICES
	 	 	84	 
	SECTION 10.02. WAIVERS; AMENDMENTS
	 	 	85	 
	SECTION 10.03. EXPENSES; INDEMNITY; DAMAGE WAIVER
	 	 	88	 
	SECTION 10.04. SUCCESSORS AND ASSIGNS
	 	 	89	 
	SECTION 10.05. SURVIVAL
	 	 	92	 
	SECTION 10.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS
	 	 	92	 
	SECTION 10.07. SEVERABILITY
	 	 	93	 
	SECTION 10.08. RIGHT OF SETOFF
	 	 	93	 
	SECTION 10.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
	 	 	93	 
	SECTION 10.10. WAIVER OF JURY TRIAL
	 	 	94	 
	SECTION 10.11. HEADINGS
	 	 	94	 
	SECTION 10.12. RELEASE OF COLLATERAL AND GUARANTEES
	 	 	94	 
	SECTION 10.13. SUCCESSOR FACILITY
	 	 	94	 
	SECTION 10.14. DELIVERY OF LENDER ADDENDA
	 	 	94	 
	SECTION 10.15. USA PATRIOT ACT
	 	 	95	 






(iii)









 





SCHEDULES:




	 	 	 	 	 

	Schedule 1.01

	 	—
	 	Existing Letters of Credit
	Schedule 2.01

	 	—
	 	Lenders and Commitments
	Schedule 4.06

	 	—
	 	Disclosed Matters
	Schedule 4.11

	 	—
	 	Supplemental Disclosure
	Schedule 4.13

	 	—
	 	Material Agreements and Liens
	Schedule 4.14

	 	—
	 	Subsidiaries
	Schedule 6.11

	 	—
	 	Real Property
	Schedule 7.02

	 	—
	 	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 Assumption
	Exhibit B-1

	 	—
	 	Form of Opinion of Counsel to the Credit Parties
	Exhibit B-2

	 	—
	 	Form of Opinion of Puerto Rico Counsel to the Subsidiary Borrower
	Exhibit B-3

	 	—
	 	Form of Opinion of New York Counsel to the Credit Parties
	Exhibit C

	 	—
	 	Form of First Lien Intercreditor Agreement
	Exhibit D-1

	 	—
	 	Form of Pledge Agreement
	Exhibit D-2

	 	—
	 	Form of Holdings Guaranty and Pledge Agreement
	Exhibit E

	 	—
	 	Form of Joinder Agreement
	Exhibit F

	 	—
	 	Form of Lender Addendum
	Exhibit G

	 	—
	 	Form of Additional Subsidiary Borrower Designation Letter
	Exhibit H

	 	—
	 	Form of Offered Range Prepayment Option Notice
	Exhibit I

	 	—
	 	Form of Lender Participation Notice
	Exhibit J

	 	—
	 	Offered Range Voluntary Prepayment Notice






(iv)









 






          CREDIT AGREEMENT (this “Agreement”) dated as of April 28, 2010 between LAMAR MEDIA
CORP., LAMAR ADVERTISING OF PUERTO RICO, INC., each “ADDITIONAL SUBSIDIARY BORROWER” that may be
designated as such hereunder pursuant to an Additional Subsidiary Borrower Designation Letter, the
SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., 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:




          “2013 Senior Subordinated Notes” means the 71/4% Senior Subordinated Notes due 2013 of
the Company in the original principal amount of $385,000,000.




          “2015 Senior Subordinated Notes” means collectively, (i) the 65⁄8% Senior Subordinated
Notes due 2015 of the Company in the original principal amount of $400,000,000, (ii) the 65⁄8% Senior
Subordinated Notes due 2015 – Series B of the Company in the original principal amount of
$216,000,000 and (iii) the 65⁄8% Senior Subordinated Notes due 2015 – Series C of the Company in the
original principal amount of $275,000,000.




          “2018 Senior Subordinated Notes” means the 77⁄8% Senior Subordinated Notes due 2018 of
the Company in the original principal amount of $400,000,000.




          “Acceptable Purchase Price” has the meaning assigned to such term in Section
2.09(a)(ii).




          “Acceptance Date” has the meaning assigned to such term in Section 2.09(a)(ii).




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




          “Additional Subsidiary Borrower” means any Wholly Owned Subsidiary of the Company
organized under the laws of Puerto Rico, Canada (or a Province thereof), Mexico or any other U.S.
or non-U.S. jurisdiction that is designated by the Company as an “Additional Subsidiary Borrower”
with respect to any Incremental Term Loans pursuant to an Additional Subsidiary Borrower
Designation Letter.




          “Additional Subsidiary Borrower Designation Letter” means an Additional Subsidiary
Borrower Designation Letter substantially in the form of Exhibit G between the Company, the
relevant Additional Subsidiary Borrower and the Administrative Agent.




          “Adjusted Base Rate” means, for any day, a rate per annum equal to the greatest of (a)
the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1.0% and (c) 1.0% plus the LIBO Rate for the applicable Class of Loans (without giving
effect to any






 









 







rounding) for a one month Interest Period in effect on such day (or if such day is not a
Business Day, the immediately preceding Business Day). Any change in the Adjusted Base Rate due to
a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the LIBO Rate, as the case may be.




          “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 JPMCB in its capacity as administrative agent for the
Lenders hereunder together with its successors in such capacity.




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




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




          “Applicable Percentage” means (a) with respect to any Revolving Credit Lender for
purposes of Section 2.04, the percentage of the total Revolving Credit Commitments represented by
such Lender’s Revolving Credit Commitment; provided that in the case of Section 2.18 when a
Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be
disregarded in the calculation, and (b) with respect to any Lender in respect of any indemnity
claim under Section 10.03(c) relating to the Administrative Agent under this Agreement, the
percentage of the total Commitments or, if greater, the Loans of all Classes hereunder represented
by the aggregate amount of such Lender’s Commitment or Loans, as applicable, of all Classes
hereunder.




          “Applicable Purchase Price” has the meaning assigned to such term in Section
2.09(a)(ii).




          “Applicable Rate” means:





     (a) for any Eurodollar Revolving Credit Loan, Eurodollar Term A-1 Loan or Eurodollar
Term A-2 Loan, 3.00%; provided that such rate shall be reduced to (i) 2.75% at any
time that the Senior Debt Ratio was less than or equal to 2.50 to 1 but greater than 2.00 to
1 as at the last day of the fiscal quarter most recently ended as to which the Company has
delivered financial statements and a certificate of a Financial Officer pursuant to Section
6.01 and (ii) 2.50% at any time that the Senior Debt Ratio was less than or equal to 2.00 to
1 as at the last day of the fiscal quarter most recently ended as to which the Company has
delivered financial statements and a certificate of a Financial Officer pursuant to Section
6.01;




     (b) for any Base Rate Revolving Credit Loans, Base Rate Term A-1 Loan or Base Rate Term
A-2 Loan, 2.00%; provided that such rate shall be reduced to (i) 1.75% at any time
that the Senior Debt Ratio was less than or equal to 2.50 to 1 but greater than 2.00 to
1 as at the last day of the fiscal quarter most recently ended as to which the Company has
delivered financial statements and a certificate of a Financial Officer pursuant to Section
6.01 and (ii) 1.50% at any time that the Senior Debt Ratio was less than or equal to 2.00 to
1 as at the last day of the fiscal



 









 







quarter most recently ended as to which the Company has
delivered financial statements and a certificate of a Financial Officer pursuant to Section
6.01;




     (c) for commitment fees, 0.50%; provided that such rate shall be reduced to
0.375% at any time that the Senior Debt Ratio was less than or equal to 2.50 to 1 as at the
last day of the fiscal quarter most recently ended as to which the Company has delivered
financial statements and a certificate of a Financial Officer pursuant to Section 6.01;




     (d) for any Type of Incremental Loans of any Series established after the Effective
Date, such rates of interest as shall be agreed upon at the time Incremental Loan
Commitments of such Series are established;




     (e) subject to Section 2.01(c), for any Eurodollar Term B Loan, 3.00%, provided
that such rate shall be reduced to 2.75% at any time that the Senior Debt Ratio was less
than or equal to 2.50 to 1 as at the last day of the fiscal quarter most recently ended as
to which the Company has delivered financial statements and a certificate of a Financial
Officer pursuant to Section 6.01; and




     (f) subject to Section 2.01(c), for any Base Rate Term B Loan, 2.00%, provided
that such rate shall be reduced to 1.75% at any time that the Senior Debt Ratio was less
than or equal to 2.50 to 1 as at the last day of the fiscal quarter most recently ended as
to which the Company has delivered financial statements and a certificate of a Financial
Officer pursuant to Section 6.01.



          Each change in the “Applicable Rate” based upon any change in the Senior Debt Ratio shall
become effective for purposes of the accrual of interest (including in respect of all
then-outstanding Loans) hereunder on the date three Business Days after the delivery to the
Administrative Agent of the financial statements of the Company and certificate of a Financial
Officer for the most recently ended fiscal quarter pursuant to Section 6.01, and shall remain
effective for such purpose until three Business Days after the next delivery of such financial
statements and certificate of a Financial Officer to the Administrative Agent hereunder.




          Notwithstanding the foregoing, in the event the Company consummates any Acquisition or
Disposition for aggregate consideration of $100,000,000 or more, the Company shall forthwith
deliver to the Administrative Agent a certificate of a Financial Officer, in form and detail
satisfactory to the Administrative Agent, setting forth a redetermination of the Senior Debt Ratio
reflecting such Acquisition or Disposition and, on the date three Business Days after the delivery
of such certificate, the Applicable Rate shall be adjusted to give effect to such redetermination
of the Senior Debt Ratio.




          Anything in this Agreement to the contrary notwithstanding, (i) the Applicable Rate shall be
the highest rates provided for above if the certificate of a Financial Officer shall not be
delivered by the times provided in Section 6.01 or within three Business Days after the occurrence
of any Acquisition or Disposition described above (but only, in the case of this paragraph, with
respect to periods prior to the delivery of such certificate) and (ii) in the event that any
financial statements under Section 6.01 or any
certificate delivered pursuant to Section 6.01(c) is determined by the Administrative Agent
and the Company to be inaccurate at any time that this Agreement is in effect and any Loans or
Commitments are outstanding hereunder when such inaccuracy is discovered or within 91 days after
the date on which all Loans have been repaid and all Commitments have been terminated, and such
inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an
“Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i)
the Company shall promptly (and in no event later than five (5) Business Days thereafter) deliver
to the Administrative Agent a corrected certificate for such Applicable Period, (ii) the Applicable
Rate shall be determined by reference to the corrected certificate (but





 









 







in no event shall the Lenders owe any amounts to the Borrowers), and (iii) the Borrowers shall pay to the Administrative
Agent promptly upon demand (and in no event later than five (5) Business Days after demand) any
additional interest owing as a result of such increased Applicable Rate for such Applicable Period,
which payment shall be promptly applied by the Administrative Agent in accordance with the terms
hereof.




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




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




          “Available Liquidity” means on any date, the sum of (i) the excess, if any, of (x) the
amount of all Revolving Credit Commitments of each Lender that is not a Defaulting Lender on such
date over (y) the aggregate Revolving Credit Exposure on such date plus (ii) the aggregate
amount of unrestricted cash and Permitted Investments of the Company and its Restricted
Subsidiaries on such date.




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




          “Basic Documents” means the Loan Documents, the Senior Subordinated Notes Indentures
and the Senior Notes Indenture (or any indenture governing Permitted Refinancing First Lien Notes
or any applicable governing agreement for any Refunding Indebtedness).




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




          “Borrowers” means (i) the Company, (ii) the Initial Subsidiary Borrower and (iii)
effective upon the designation thereof pursuant to an Additional Subsidiary Borrower Designation
Letter, each Additional Subsidiary Borrower.




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




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




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




          “Capital Expenditures” means, for any period, the sum for the Company or any of its
Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with
GAAP) of the aggregate amount of expenditures (including the aggregate amount of Capital Lease
Obligations



 









 






incurred during such period) made to acquire or construct fixed assets, plant and
equipment (including renewals, improvements and replacements, but excluding repairs) during such
period computed in accordance with GAAP; provided that such term shall not include any such
expenditures in connection with any Acquisition or any reinvestment into assets, plant and
equipment from the proceeds of any Casualty Event or Disposition.




          “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.




          “Cash Management Agreement” means, with respect to the Company or any of its
Subsidiaries, any direct or indirect liability, contingent or otherwise, of such Person in respect
of cash pooling services, cash management services (including treasury, depository, overdraft
(daylight and temporary), credit or debit or purchasing card, electronic funds transfer and other
cash management arrangements), including obligations for the payment of fees, interest, charges,
expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in
the documents evidencing such cash management services.




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




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




          “Class”, when used in reference to any Loan, Borrowing or Commitment, refers to
whether such Loan, the Loans comprising such Borrowing or the Loans that a Lender holding such
Commitment is obligated to make are Revolving Credit Loans, Term A-1 Loans, Term A-2 Loans, Term B
Loans or Incremental Term Loans of a particular Series.




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




          “Commitments” means the Revolving Credit Commitments, Term A-1 Loan Commitments, Term
A-2 Loan Commitments, Term B Loan Commitments and commitments in respect of Incremental Term Loans,
as applicable.




          “Company” means Lamar Media Corp., a Delaware corporation.




          “Confidential Information Memorandum” means the Confidential Information Memorandum
dated April 2010 with respect to the syndication of the credit facilities provided herein.




          “Consolidated Excess Cash Flow” means, for any period, the excess of (a) EBITDA for
such period over (b) the sum of (i) all Debt Service for such period plus (ii) the aggregate amount
of all Capital Expenditures made during such period (excluding Capital Expenditures to the extent
financed




 









 







with the proceeds of Indebtedness or constituting Capital Lease Obligations incurred
pursuant to Section 7.01) plus (iii) the aggregate amount paid, or required to be paid, in cash in
respect of income, franchise, real estate and other like taxes for such period (to the extent not
deducted in determining EBITDA for such period) plus (iv) the aggregate amount of Restricted
Payments made during such period by the Company to Holdings to enable Holdings to make interest
payments on its Indebtedness (other than Restricted Payments deducted in computing EBITDA for such
period) plus (v) any net increase (or minus any net decrease) in Working Capital from the first day
through the last day of such period plus (vi) for each fiscal year of the Company, the amount of
any net reduction (if any) in the aggregate outstanding principal amount of the Revolving Credit
Loans from the first day of such period to the last day of such period (excluding any such
reduction to the extent financed with the proceeds of Indebtedness) plus (viii) the aggregate
amount of optional prepayments of principal of the Term Loans made pursuant to Section 2.09
(excluding prepayments to the extent financed with the proceeds of Indebtedness) plus (ix) the
aggregate amount of cash consideration paid in respect of Acquisitions (excluding Acquisitions to
the extent financed with the proceeds of Indebtedness (other than Revolving Credit Loans) or
proceeds of the issuance of equity securities or capital contributions) during such period.




          “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, collectively, Holdings, the Borrowers and the Subsidiary
Guarantors.




          “Cumulative Credit” means, at any time of determination, an amount equal to the sum
of:





     (a) the Cumulative Retained Excess Cash Flow Amount at the time of determination,
plus




     (b) the cumulative amount of cash proceeds contributed to the Company as capital
following the Effective Date and at or prior to the time of determination, minus




     (c) any amount of the Cumulative Credit used to make Investments pursuant to Section
7.05(a)(x) after the Effective Date and prior to the time of determination, minus




     (d) any amount of the Cumulative Credit used to make Restricted Payments pursuant to
Section 7.06(e) after the Effective Date and prior to the time of determination.



          “Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less
than zero in the aggregate, determined on a cumulative basis equal to the cumulative sum of
Consolidated Excess Cash Flow for each fiscal year of the Company ending after the Effective Date
minus the cumulative sum of the ECF Application Amounts for each such fiscal year;
provided, that, solely for purposes of calculating the Cumulative Retained Excess Cash Flow
Amount, Consolidated Excess Cash Flow shall not be reduced by the amount of any optional prepayment
of principal of the Term Loans.




          “Debt Service” means, for any period, the sum, for the Company and its Restricted
Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of
the following: (a) all regularly scheduled payments or regularly scheduled mandatory prepayments
of principal of any Indebtedness (including the Term Loans and the Incremental Loans and the
principal component of any payments in respect of Capital Lease Obligations, but excluding any
prepayments pursuant to Section 2.09, other than prepayments of amortization amounts within 12
months of the due date thereof) made during such period plus (b) all Interest Expense for such
period.




 









 








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




          “Defaulting Lender” means any Lender that, as reasonably determined by the
Administrative Agent, has (a) failed to fund any portion of its Loans or participations in Letters
of Credit within three Business Days after the date required to be funded by such Lender hereunder
unless such Lender notifies the Administrative Agent in writing that such failure is the result of
such Lender’s good faith determination that a condition precedent to funding (specifically
identified and supported by facts) has not been satisfied, (b) notified the Company, the
Administrative Agent, any Issuing Lender or any Lender in writing that such Lender does not intend
to comply with any of its funding obligations under this Agreement or has made a public statement
to the effect that such Lender does not intend to comply with its funding obligations under this
Agreement unless such Lender notifies the Administrative Agent in writing that such failure is the
result of such Lender’s good faith determination that a condition precedent to funding
(specifically identified and supported by facts) has not been satisfied, (c) failed, within three
Business Days after request by the Administrative Agent or the Company, to confirm promptly in
writing that such Lender will comply with the terms of this Agreement relating to its obligations
to fund prospective Loans and participations in then outstanding Letters of Credit unless such
Lender notifies the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified
and supported by facts) has not been satisfied, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by such Lender
hereunder within three Business Days after the date when due, unless such Lender notifies the
Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and supported by
facts) has not been satisfied, or (e) become subject to a Lender-Related Distress Event.




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




          “Disposition” means any sale, assignment, transfer or other disposition of any
property (whether now owned or hereafter acquired) by the Company or any of its Restricted
Subsidiaries to any other Person excluding any sale, assignment, transfer or other disposition of
(i) any property sold or disposed of in the ordinary course of business and on ordinary business
terms, (ii) any obsolete or worn-out tools and equipment no longer used or useful in the business
of the Company and its Restricted Subsidiaries and (iii) any Collateral under and as defined in the
Pledge Agreement pursuant to an exercise of remedies by the Administrative Agent under Section 4.05
thereof.




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




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




          “EBITDA” means, for any period, operating income for Holdings and its Subsidiaries
(other than any Unrestricted Subsidiary) (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, one-time cash
restructuring charges and cash severance charges in the fiscal year ending on December 31, 2009
(which charges shall not in the aggregate exceed $2,500,000 for such fiscal year) and charges and
expenses in connection with the Transactions and the repurchase or redemption of 2013 Senior
Subordinated Notes) for such period and (except to the extent received or paid in cash by Holdings
or any of its Subsidiaries (other than any




 









 







Unrestricted Subsidiary) income or loss attributable to
equity in Affiliates for such period), excluding any extraordinary and unusual gains or losses
during such period, and excluding the proceeds of any Casualty Events and Dispositions. For
purposes hereof, the effect thereon of any adjustments required under Statement of Financial
Accounting Standards No. 141R shall be excluded.




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



          “ECF Application Amount” means, with respect to any fiscal year of the Company, the
product of the ECF Percentage applicable to such fiscal year multiplied by the Consolidated Excess
Cash Flow for such fiscal year.




          “ECF Percentage” means 50%, provided that for each fiscal year ending on or
after December 31, 2010, if the Total Holdings Debt Ratio as at the last day of such fiscal year
shall be less than or equal to 5.00 to 1.00 but greater than 4.00 to 1.00, then such percentage
shall be reduced to 25% and if the Total Holdings Debt Ratio as at the last day of such fiscal year
shall be less than or equal to 4.00 to 1.00, then such percentage shall be reduced to 0%,
provided that any such reduction in the ECF Percentage shall be not become effective unless
the financial statements required to have been delivered for the applicable fiscal year pursuant to
Section 6.01(a) shall have been delivered.




          “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 Materials or
to health and safety matters.




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




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




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




 









 








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




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




          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived), (b) with respect to any Plan, the failure to satisfy the minimum funding
standard under Section 412 of the Code and Section 302 of ERISA, whether or not waived, (c) the
filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Company
or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan, (f) the incurrence by the Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan, or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Company or any ERISA Affiliate
of any notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.




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




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




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




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of any Credit Party
hereunder or under any other Loan Document, (a) income, net worth or franchise taxes imposed on (or
measured by) its net income or net worth by any jurisdiction as a result of such recipient being
organized or having its principal office in, or, in the case of any Lender having its applicable
lending office in or being engaged in business in such jurisdiction (other than a business deemed
to arise solely as a result of entering into, or being a party to or enforcing or receiving any
payments under, any of the Loan Documents or engaging in any other transaction thereunder) (b) any
Tax similar to the branch profits tax under section 884(a) of the Code imposed by any jurisdiction
described in (a), (c) in the case of a Foreign Lender to a U.S. Borrower (other than an assignee
pursuant to a request by the Company under Section 2.17(b)), any U.S. Federal withholding Tax that
is imposed on amounts payable to such Foreign Lender pursuant to any law in effect at the time such
Foreign Lender becomes a party to this Agreement, except to the extent that such Foreign Lender’s
assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the
Company with respect to such withholding tax pursuant to Section 2.15(a) and (d) any withholding
tax attributable to a recipient’s failure to comply with Section 2.15(e).




          “Existing Credit Agreement” means Credit Agreement dated as of September 30, 2005, as
amended, between the Company, the Subsidiary Guarantors, the lenders named therein (including
certain of the Lenders hereunder) and JPMorgan Chase Bank, N.A., as Administrative Agent.




 









 








          “Existing Letters of Credit” means outstanding letters of credit under the Existing
Credit Agreement as of the Effective Date, all such Existing Letters of Credit being listed on
Schedule 1.01 hereto.




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




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




          “First Lien Intercreditor Agreement” means an agreement in substantially the form of
Exhibit C, with such changes thereto as are reasonably acceptable to the Administrative Agent and
the Company.




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




          “Foreign Lender” means any Lender that is not a United States person within the
meaning of section 7701(a)(30) of the Code.




          “Foreign Subsidiary” means a Subsidiary of the Company that is a “controlled foreign
corporation” within the meaning of Section 957 of the Code (a “CFC”) or a subsidiary of a CFC.




          “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, and including, without limitation, causing a bank





 









 







or other financial institution to issue a letter of credit or other similar instrument for the benefit of another Person, but excluding
endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee”
and “Guaranteed” used as a verb shall have a correlative meaning.




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




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




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




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




          “Holdings Guaranty and Pledge Agreement” means a Guaranty and Pledge Agreement
substantially in the form of Exhibit D-2 between Holdings, the Administrative Agent and the
additional Secured Parties party thereto.




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




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




          “Incremental Amendment” has the meaning assigned to such term in Section 2.01(c).




          “Incremental Lenders” has the meaning assigned to such term in Section 2.01(c).




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




          “Indebtedness” means, for any Person without duplication: (a) obligations created,
issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of
debt securities or the sale of Property to another Person subject to an understanding or agreement,
contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such
Person to pay the



 









 






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




          Notwithstanding the foregoing, the following items shall not be deemed “Indebtedness” for
purposes hereof: (i) obligations under Swap Agreements; (ii) Surety Bond Obligations; (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 $30,000,000;
(iv) any obligations to pay deferred compensation under employee benefits plans to the extent such
obligations are fully funded; and (v) any principal, accrued interest or premium of any
Indebtedness intended to be refunded with the proceeds of an incurrence of Refunding Indebtedness
permitted under Section 7.01 to the extent that (x) notice of redemption or prepayment of the
Indebtedness to be refunded shall have been given to the holders thereof or shall be given
substantially contemporaneously with the incurrence of such Refunding Indebtedness and (y) proceeds
of such Refunding Indebtedness shall have been deposited into escrow with irrevocable instructions
to the escrow agent to apply such proceeds to the redemption of, or repurchase of, such
Indebtedness to be refunded.




          “Indemnified Taxes” means all Taxes other than Excluded Taxes.




          “Initial Subsidiary Borrower” means Lamar Advertising of Puerto Rico, Inc., a
corporation organized under the laws of Puerto Rico and a wholly-owned subsidiary of the Company.




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




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





 











 




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


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


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




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




     (y) no Interest Period for any Term Loan Borrowing may commence before and end after
any Principal Payment Date unless, after giving effect thereto, the aggregate principal
amount of Term Loans of the applicable Class having Interest Periods that end after such
Principal Payment Date shall be equal to or less than the aggregate principal amount of Term
Loans of such Class, respectively, 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 (x) and (y), no Interest Period shall have a
duration of less than one month and, if the Interest Period for any Eurodollar Loan would
otherwise be a shorter period, such Loan shall not be available hereunder as a Eurodollar
Loan for such period.


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



 









 








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



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


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


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


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


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


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


          “Lender Addendum” means, with respect to any Lender party hereto on the Effective
Date, a Lender Addendum, substantially in the form of Exhibit F, to be executed and delivered by
such Lender on or before the Effective Date as provided in Section 10.14, provided that with
respect to any Lender who has executed a counterpart to this Agreement on the Effective Date, such
signature page shall serve as the Lender Addendum for such Lender.


          “Lender-Related Distress Event” means, (i) with respect to any Lender or any person
that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case
may be, a voluntary or involuntary bankruptcy or insolvency proceeding with respect to such
Distressed Person, or a custodian, conservator, receiver or similar official is appointed for such
Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed
Person or any person that directly or indirectly controls such Distressed Person is subject to a
forced liquidation, or such Distressed Person makes a general assignment for the benefit of
creditors or is otherwise adjudicated as, or determined by any governmental authority having
regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt;
provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue
of the ownership or acquisition of any equity interest in any Lender or any person that directly or
indirectly controls such Lender by a Governmental Authority or an instrumentality thereof, or the
exercise



 









 








of control over such Lender or any Person controlling such Lender, by a Governmental Authority
or instrumentality thereof or (ii) with respect to any Lender, the Administrative Agent shall have
reasonably determined that such Lender has failed to comply with such Lender’s funding obligations
under any other syndicated credit facility pursuant to which such Lender must extend credit.



          “Lender Participation Notice” has the meaning assigned to such term in Section
2.09(a)(ii).


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


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


          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the greater of (a) solely in the case of Term B Loans, 1.25% per annum and (b) the rate appearing
on Reuters Page LIBOR01 (or on any successor or substitute page or service providing quotations of
interest rates applicable to dollar deposits in the London interbank market comparable to those
currently provided on such page, as determined by the Administrative Agent from time to time) 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 the rate in clause (b) above is not available at such time for any reason, then
such rate in clause (b) with respect to such Eurodollar Borrowing for such Interest Period shall be
the rate at which U.S. dollar deposits of $5,000,000, and for a maturity comparable to such
Interest Period, are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period.


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


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


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


          “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or condition, financial or otherwise, of the Company and its Restricted Subsidiaries (or
of the Company and all of its Subsidiaries) taken as a whole, (b) the ability of any Obligor to
perform any of its obligations under this Agreement or any Credit Party to perform any of its
obligations under the other Loan Documents or (c) the rights of or benefits available to the
Lenders under this Agreement and the other Loan Documents.


          “Material Indebtedness” means Indebtedness (other than the Loans or Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings,
the Company or any of its Restricted Subsidiaries in an aggregate principal amount exceeding
$40,000,000. For



 









 








purposes of determining Material Indebtedness, the “principal amount” of the obligations of any
Person in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that such Person would be required to pay if such Swap Agreement
were terminated at such time.



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


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


          “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;




     (ii) in the case of any Casualty Event, the aggregate amount of proceeds of insurance,
condemnation awards and other compensation received by the Company and its Restricted
Subsidiaries in respect of such Casualty Event net of (A) reasonable expenses incurred by
the Company and its Restricted Subsidiaries in connection therewith and (B) contractually
required repayments of Indebtedness to the extent secured by a Lien on such property and any
income and transfer taxes payable by the Company or any of its Restricted Subsidiaries in
respect of such Casualty Event; and




     (iii) in the case of any issuance of any Permitted Refinancing First Lien Notes, the
aggregate gross proceeds therefrom received by the Company or any of its Subsidiaries net of
any investment banking fees and legal, accounting, printing and other similar fees and
expenses incurred by the Company or any of its Restricted Subsidiaries directly in
connection with the issuance of such any Permitted Refinancing First Lien Notes.


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




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




     (b) Net Cash Payments shall be net of any repayments by the Company or any of its
Restricted Subsidiaries of Indebtedness (other than Indebtedness under this Agreement or in
respect of Permitted Refinancing First Lien Notes) to the extent that (i) such Indebtedness
is secured by a Lien on the Property that is the subject of such Disposition and (ii) the
transferee of (or



 









 






holder of a Lien on) such Property requires that such Indebtedness be repaid as a
condition to the purchase of such Property.


          “New Senior Notes” means any senior notes issued after the date hereof in accordance
with the requirements of Section 7.01(j).


          “New Senior Notes Indentures” means the indentures pursuant to which any New Senior
Notes are issued.


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


          “New Senior Subordinated Notes Indentures” means the indentures pursuant to which any
New Senior Subordinated Notes are issued.


          “Non-Consenting Lender” has the meaning assigned to such term in Section 10.02(c).


          “Obligors” means, collectively, the Borrowers and the Subsidiary Guarantors.


          “Offered Loans” has the meaning assigned to such term in Section 2.09(a)(ii).


          “Offered Range Prepayment Option Notice” has the meaning assigned to such term in
Section 2.09(a)(ii).


          “Offered Range Voluntary Prepayment” has the meaning assigned to such term in Section
2.09(a)(ii).


          “Offered Range Voluntary Prepayment Notice” has the meaning assigned to such term in
Section 2.09(a)(ii).


          “Other Taxes” means any and all present or future stamp, documentary, recording, or
other excise or property Taxes, arising from any payment or prepayment made hereunder or from the
execution, performance, registration, delivery or enforcement of, from the receipt or perfection of
a security interest under, or otherwise with respect to, this Agreement or the other Loan
Documents, provided that there shall be excluded from “Other Taxes” all Excluded Taxes.


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


          “Permitted Investments” means:




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




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




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or guaranteed by or
placed



 









 






with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not less than
$250,000,000;




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




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




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


          “Permitted Refinancing First Lien Notes” means debt securities issued by the Company
after the Effective Date pursuant to Section 7.01(c), secured by Liens on all or a portion of the
Collateral ranking pari passu with the Liens securing the Guaranteed Obligations hereunder and
subject to the First Lien Intercreditor Agreement, (a) the terms of which do not provide for any
scheduled principal repayment, mandatory redemption or sinking fund obligations prior to the final
maturity date of all Term Loans outstanding on the date such debt securities are issued (other than
customary offers to repurchase upon a change of control, asset sale or event of loss and customary
acceleration rights after an event of default), (b) the covenants, events of default, guarantees,
collateral and other terms of which (other than interest rate, call protection and redemption
premiums), taken as a whole, are not more restrictive to the Company and the Subsidiaries than
those set forth in this Agreement, (c) of which no Subsidiary of the Company is an issuer or
guarantor other than any Subsidiary Guarantor and (d) which are not secured by any Liens on any
assets of the Company or any of its Subsidiaries other than assets of the Company and the
Subsidiary Guarantor that constitute Collateral.


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


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


          “Pledge Agreement” means a Pledge Agreement, substantially in the form of
Exhibit D-1, between the Obligors, the Administrative Agent and the additional Secured Parties
party thereto.


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


          “Principal Payment Dates” means, with respect to any Term Loan, any scheduled date for
the payment of principal of such Term Loan pursuant to Section 2.08(b)(i), (ii) or (iii) or Section
2.08(c), as applicable.





 









 







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


          “Proposed Offered Range Prepayment Amount” has the meaning assigned to such term in
Section 2.09(a)(ii).


          “Proposed Range” has the meaning assigned to such term in Section 2.09(a)(ii).


          “Proposed Discounted Prepayment Amount” has the meaning assigned to such term in
Section 2.09(a)(ii).


          “Qualified Holdings Obligations” means, collectively, obligations of the following
categories incurred from time to time by Holdings on behalf of the Company and its Subsidiaries:
(i) directors’ fees, and fees, costs and expenses in respect of professional and related services
which may be rendered to the Company and its Subsidiaries from time to time, including the fees and
expenses of accountants, lawyers, investment bankers and other consultants retained in connection
with matters affecting the Company and its Subsidiaries collectively, (ii) premiums, fees and
expenses in connection with insurance policies and employee benefit programs (including workmen’s
compensation) maintained on behalf of the Company or any of its Subsidiaries, (iii) fees, costs and
expenses incurred in connection with acquisitions and financings, including banking and
underwriting fees (including underwriters discounts), (iv) fees, costs and expenses in connection
with the purchase by the Company and its Subsidiaries of data communications services and (v) any
other fees, costs and expenses (other than Taxes) incurred by Holdings on behalf of the Company and
its Restricted Subsidiaries that would, if paid by the Company and its Restricted Subsidiaries, be
treated as an operating expense.


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


          “Qualifying Lenders” has the meaning assigned to such term in Section 2.09(a)(ii).


          “Qualifying Loans” has the meaning assigned to such term in Section 2.09(a)(ii).


          “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 Effective Date.


          “Refunding Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries permitted under Section 7.01(e).


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


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


          “Required Lenders” means, at any time, (i) prior to the borrowing of the Term A-1
Loans, Term A-2 Loans and Term B Loans on the Effective Date, Lenders holding a majority in
aggregate principal amount of the Commitments in effect at such time and (ii) thereafter Lenders
(other than Defaulting Lenders) holding a majority in aggregate principal amount of the Term Loans
and Revolving



 









 








Credit Commitments (or, if the Revolving Credit Commitments have terminated, the Revolving
Credit Exposure) of all Lenders other than Defaulting Lenders at such time.



          “Required Revolving Credit Lenders” means, at any time, Revolving Credit Lenders
(other than Defaulting Lenders) holding a majority in aggregate principal amount of the Revolving
Credit Commitments (or, if the Revolving Credit Commitments have terminated, the Revolving Credit
Exposure) of all Revolving Credit Lenders other than Defaulting Lenders at such time.


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


          “Restricted 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
Company, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such shares of capital stock of the Company (and including also any payments
to any Person, such as “phantom stock” payments, where the amount thereof is calculated with
reference to the fair market or equity value of the Company or any of its Subsidiaries), but
excluding dividends payable solely in shares of common stock of the Company.


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


          “Revolving Commitment Increase” has the meaning set forth in Section 2.01(c).


          “Revolving Commitment Increase Lender” has the meaning set forth in Section 2.01(c).


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


          “Revolving Credit Commitment” means, with respect to each Lender, the commitment of
such Lender to make Revolving Credit Loans and to acquire participations in Letters of Credit
hereunder, as such commitment may be (a) reduced from time to time pursuant to Sections 2.07 and
2.09, (b) increased from time to time pursuant to Section 2.01(c) and (c) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender’s Revolving Credit Commitment is set forth opposite the name of such Lender
on Schedule 2.01 under the caption “Revolving Credit Commitment”, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as
applicable. The aggregate original amount of the Revolving Credit Commitments is $250,000,000.


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


          “Revolving Credit Lender” means (a) initially, a Lender that has a “Revolving Credit
Commitment” set forth opposite the name of such Lender on 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) pursuant to a
Revolving Credit Commitment.




 









 







          “Revolving Credit Termination Date” means the earlier of: (i) April 28, 2015 (or, if
such day is not a Business Day, the next preceding Business Day) or (ii) if any Permitted
Refinancing First Lien Notes have been issued and are outstanding, the date on which no Term Loans
are outstanding under this Agreement.


          “Secured Cash Management Agreement” means any Cash Management Agreement that is
entered into by the Company or any of its Subsidiaries with any Person that, at the time such Cash
Management Agreement was entered into, was the Administrative Agent, a Lender or an Affiliate of
the Administrative Agent or a Lender (a “Secured Cash Management Bank”) (even if such
Person shall cease to be the Administrative Agent, a Lender or an Affiliate of a Lender).


          “Secured Parties” means the Lenders, the Administrative Agent, each Issuing Lender,
each Secured Swap Provider, each Secured Cash Management Bank and any successors or assigns of the
foregoing.


          “Secured Swap Agreement” means any Swap Agreement that is entered into by the Company
or any of its Subsidiaries with any counterparty that, at the time such Swap Agreement was entered
into, was the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a
Lender (a “Secured Swap Provider”) (even if such Person shall cease to be the
Administrative Agent, a Lender or an Affiliate of a Lender).


          “Security Documents” means the Pledge Agreement, the Holdings Guaranty and Pledge
Agreement and any other collateral agreement, intercreditor agreement, mortgage, deed of trust,
ship mortgage, license or sub-license agreement or account control agreement delivered in
connection with the Loan Documents, and all Uniform Commercial Code financing statements and
continuation statements required by such documents 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 Company and its Restricted Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP) on such date to (b) EBITDA for the
period of four consecutive quarters ending on or most recently ended prior to such date for which
financial statements are available or were required to be delivered.


          “Senior Notes” means the 93/4% Senior Notes due 2014 of the Company in the original
principal amount of $350,000,000.


          “Senior Notes Indenture” means the indenture pursuant to which the Senior Notes were
issued.


          “Senior Subordinated Notes” means, collectively, (a) the 2013 Senior Subordinated
Notes, (b) the 2015 Senior Subordinated Notes and (c) the 2018 Senior Subordinated Notes.


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


          “Senior Unsecured Indebtedness” means, collectively, Indebtedness in respect of the
Senior Notes and any New Senior Notes (and, as contemplated in Section 7.01(e), any Indebtedness
that extends, renews, refunds or replaces any Senior Notes or New Senior Notes).


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



 









 







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


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


          “Springing Maturity Event” has the meaning assigned to such term in Section 2.07.


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


          “Subordinated Indebtedness” means, collectively, Indebtedness in respect of the Senior
Subordinated Notes and any New Senior Subordinated Notes (and, as contemplated in Section 7.01(e),
any Indebtedness that extends, renews, refunds or replaces any Senior Subordinated Notes or New
Senior Subordinated Notes).


          “Subsidiary” means, with respect to any Person (the “parent”) at any date, (a)
any corporation, limited liability company, association or other entity (other than a partnership)
the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date, as well as any other corporation, limited liability company, association or other entity
(other than a partnership) of which securities or other ownership interests representing more than
50% of the ordinary voting power as of such date, are owned, controlled or held or (b) any
partnership the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with
GAAP as of such date, as well as any other partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii) the only general
partners of which are such Person or one or more Subsidiaries of such Person (or any combination
thereof). References herein to “Subsidiaries” shall, unless the context requires otherwise, be
deemed to be references to Subsidiaries of the Company.


          “Subsidiary Borrowers” means, collectively, (i) the Initial Subsidiary Borrower and
(ii) effective upon the designation thereof pursuant to any Additional Subsidiary Borrower
Designation Letter, each Additional Subsidiary Borrower.


          “Subsidiary Guarantors” means the Persons listed under the caption “SUBSIDIARY
GUARANTORS” on the signature pages hereto or which become a party hereto as a “Subsidiary
Guarantor” hereunder pursuant to any Joinder Agreement, provided, however that no Foreign
Subsidiary shall be



 









 








a Subsidiary Guarantor with respect to any Loan to the Company or to any Domestic Subsidiary
under this Agreement.



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


          “Surety Bond Obligations” means, with respect to any Surety Bond as to which any
Credit Party or Restricted Subsidiary is a direct or contingent obligor, all such direct or
contingent obligations.


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


          “Taxes” means any and all present or future taxes, levies, imposts, assessments,
duties, deductions, withholdings or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.


          “Term A Lender” means (a) at any time on or prior to the Effective Date, any Lender
that has a Term A-1 Commitment and/or Term A-2 Commitment at such time and (b) from and after the
Effective Date, any Lender that holds Term A-1 Loans and/or Term A-2 Loans at such time.


          “Term A Loan Maturity Date” means December 31, 2015 (or, if such date is not a
Business Day, the next preceding Business Day).


          “Term A-1 Borrowing” means a borrowing consisting of simultaneous Term A-1 Loans of
the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by
each of the Term A Lenders pursuant to Section 2.01(b)(i).


          “Term A-1 Loan” means an advance made to the Company by a Term A Lender pursuant to
Section 2.01(b)(i).


          “Term A-1 Loan Commitment” means, with respect to each Lender, the commitment, if any,
of such Lender to make Term A-1 Loans on the Effective Date, expressed as an amount representing
the maximum aggregate principal amount of the Term A-1 Loans to be made by such Lender hereunder,
as such commitment may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 10.04. The initial amount of each Lender’s Term A-1 Loan Commitment is set forth opposite
the name of such Lender on Schedule 2.01 under the caption “Term A-1 Loan Commitment,” or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Term A-1 Loan
Commitment, as applicable. The aggregate original amount of the Term A-1 Loan Commitments is
$270,000,000.


          “Term A-2 Borrowing” means a borrowing consisting of simultaneous Term A-2 Loans of
the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by
each of the Term A Lenders pursuant to Section 2.01(b)(iii).



 









 







          “Term A-2 Loan” means an advance made to the Initial Subsidiary Borrower by a Term A
Lender pursuant to Section 2.01(b)(iii).


          “Term A-2 Loan Commitment” means, with respect to each Lender, the commitment, if any,
of such Lender to make Term A-2 Loans on the Effective Date, expressed as an amount representing
the maximum aggregate principal amount of the Term A-2 Loans to be made by such Lender hereunder,
as such commitment may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 10.04. The initial amount of each Lender’s Term A-2 Loan Commitment is set forth opposite
the name of such Lender on Schedule 2.01 under the caption “Term A-2 Loan Commitment,” or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Term A-2 Loan
Commitment, as applicable. The aggregate original amount of the Term A-2 Loan Commitments is
$30,000,000.


          “Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each
of the Term B Lenders pursuant to Section 2.01(b)(ii).


          “Term B Lender” means (a) at any time on or prior to the Effective Date, any Lender
that has a Term B Commitment at such time and (b) at any time after the Effective Date, any Lender
that holds Term B Loans at such time.


          “Term B Loan” means an advance made to the Company by a Term B Lender pursuant to
Section 2.01(b)(ii).


          “Term B Loan Commitment” means, with respect to each Lender, the commitment, if any,
of such Lender to make Term B Loans on the Effective Date, expressed as an amount representing the
maximum aggregate principal amount of the Term B Loans to be made by such Lender hereunder, as such
commitment may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section
10.04. The initial amount of each Lender’s Term B Loan Commitment is set forth opposite the name
of such Lender on Schedule 2.01 under the caption “Term B Loan Commitment,” or in the Assignment
and Assumption pursuant to which such Lender shall have assumed its Term B Loan Commitment, as
applicable. The aggregate original amount of the Term B Loan Commitments is $575,000,000.


          “Term B Loan Maturity Date” means December 31, 2016 (or, if such date is not a
Business Day, the next preceding Business Day).


          “Term Loans” means, collectively, the Term A-1 Loans, Term A-2 Loans, Term B Loans and
any Incremental Term Loans.


          “Total Holdings Debt Ratio” means, as at any date, the ratio of (a) all Indebtedness
(including Subordinated Indebtedness, the Holdings Senior Notes and any other convertible debt) of
Holdings and its Subsidiaries (other than any Unrestricted Subsidiary) (determined on a
consolidated basis without duplication in accordance with GAAP) on such date to (b) EBITDA for the
period of four consecutive fiscal quarters ending on or most recently ended prior to such date.


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



 









 







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


          “Unrestricted Subsidiaries” means any Subsidiary of the Company that (a) shall have
been designated as an “Unrestricted Subsidiary” in accordance with the provisions of Section 1.05
and (b) any Subsidiary of an Unrestricted Subsidiary; notwithstanding the foregoing, so long as a
Subsidiary Borrower has Term Loans outstanding under this Agreement, such Subsidiary Borrower shall
not be an Unrestricted Subsidiary.


          “U.S. Borrower” means any Borrower that is a domestic corporation within the meaning
of Section 7701(a) of the Code.


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


          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing: (i) the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by
(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.


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


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


          “Working Capital” means, at any time, the excess or deficiency at such time of current
assets (excluding cash and cash equivalents) over current liabilities (excluding the current
portion of long-term debt) of the Company and its Restricted Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP).


          “Yield” for any Term Loan on any date on which any “Yield” is required to be
calculated hereunder will be the internal rate of return on such Term Loan determined by the
Administrative Agent in consultation with the Company utilizing (a) the greater of (i) if
applicable, any “LIBOR floor” applicable to such Term Loan on such date and (ii) the forward LIBOR
curve (calculated on a quarterly basis) as calculated by the Administrative Agent in accordance
with its customary practice during the period from such date to the earlier of (x) the date that is
four years following such date and (y) the final maturity date of such Term Loan; (b) the
Applicable Margin for such Term Loan on such date (other than any component thereof in the form of
a “LIBOR floor” which shall be determined pursuant to clause (a) above); and (c) the issue price of
such Term Loan (after giving effect to any original issue discount or upfront fees paid to the
market in respect of such Term Loan calculated based on an assumed four year average life to
maturity).





 









 







          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 a “Term A-1 Loan”)
or by Type (e.g., a “Base Rate Loan”, or a “Eurodollar Loan”) or by Class and Type
(e.g., a “Eurodollar Revolving Credit Loan” or a “Base Rate Revolving Credit Loan”); each
Series of Incremental 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.


          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 Company notifies the Administrative Agent that the
Company requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. Any requirement that a financial condition be satisfied after giving effect
to a specified action shall be based on balance sheet items on the date such action is taken and
income statement items for the most recent period of four fiscal quarters for which financial
statements are available.


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



 









 









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




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




     (c) such Subsidiary is an “Unrestricted Subsidiary” (or will become an Unrestricted
Subsidiary not later than its designation as an Unrestricted Subsidiary hereunder) under the
Senior Subordinated Notes Indentures, any New Senior Subordinated Notes Indenture or New
Senior Notes Indenture, the Senior Notes Indenture and any indenture governing Permitted
Refinancing First Lien Notes, it being understood that to accomplish the foregoing, the
Company may condition such designation hereunder upon the effectiveness of the designation
of such Subsidiary as an Unrestricted Subsidiary under such Indentures.



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



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




 












 





ARTICLE II




THE CREDITS



          SECTION 2.01. COMMITMENTS.




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




          (b) Term Loans. Subject to the terms and conditions set forth herein:





     (i) each Term A Lender severally agrees to make a single loan to the Company on the
Effective Date in U.S. dollars in an amount not to exceed such Term A Lender’s Term A-1 Loan
Commitment;




     (ii) each Term B Lender severally agrees to make a single loan to the Company on the
Effective Date in U.S. dollars in an amount not to exceed such Term B Lender’s Term B Loan
Commitment; and




     (iii) each Term A Lender severally agrees to make a single loan to the Initial
Subsidiary Borrower on the Effective Date in U.S. dollars in an amount not to exceed such
Term A Lender’s Term A-2 Loan Commitment.



          Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.




          (c) Incremental Loans. Any Borrower may at any time or from time to time after the
Effective Date, by notice from the Company to the Administrative Agent and the Lenders, request (a)
one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or
more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment
Increase”), provided that:





     (i) both at the time of any such request and upon the effectiveness of any Incremental
Amendment referred to below, no Event of Default shall exist and at the time that any such
Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall
exist;




     (ii) immediately after giving effect to the borrowing of such Incremental Term Loans or
the establishment of such Revolving Commitment Increase, the Company shall be in compliance
with the covenants set forth in Section 7.09;




     (iii) each tranche of Incremental Term Loans and each Revolving Commitment Increase
shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in
an increment of $1,000,000;




     (iv) the aggregate amount of Incremental Term Loans and Revolving Commitment Increases
following the Effective Date shall not exceed $300,000,000 (provided that the Borrowers



 









 







may obtain up to an additional $200,000,000 in the aggregate of Incremental Term
Loans and/or Revolving Commitment Increases so long as immediately after giving effect to
the borrowing of any such Incremental Term Loans or the establishment of any such Revolving
Commitment Increase the Senior Debt Ratio would be less than or equal to 3.25 to 1.0);




     (v) the aggregate amount of Incremental Term Loans of Subsidiary Borrowers established
following the Effective Date shall not exceed $110,000,000;




     (vi) any Incremental Term Loans (1) shall not mature earlier than the Term B Loan
Maturity Date, (2) shall not have a Weighted Average Life to Maturity that is shorter than
the then remaining Weighted Average Life to Maturity of then-existing Term B Loans, (3)
shall have the interest rates, upfront fees and OID for any Series of Incremental Term Loans
shall be as agreed between the applicable Borrower and the Incremental Lenders providing the
applicable Series of Incremental Term Loans; provided that if the Yield of any
Series of Incremental Term Loans exceeds the Yield on the Term B Loans by more than 50 basis
points, the Applicable Margins for the Term B Loans shall automatically be increased on the
date such Series of Incremental Term Loans is established to the extent necessary to cause
the Yield on the Term B Loans to be 50 basis points less than the Yield on such Series of
Incremental Term Loans;




     (vii) in no event shall the Incremental Term Loans of any Series be entitled to
participate on a greater than pro rata basis with the Term A-1 Loans, Term A-2 Loans or Term
B Loans then outstanding in any mandatory prepayment pursuant to this Agreement; and




     (viii) except to the extent contemplated above, all other terms of any Incremental Term
Loans shall either be substantially the same as the terms of the Term B Loans or shall be
reasonably satisfactory to the Administrative Agent.



          Each notice from the Company pursuant to this Section 2.01(c) shall set forth the requested
amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases.
Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any
existing Lender (but no existing Lender will have any obligation to make a portion of any
Incremental Term Loan or any portion of any Revolving Commitment Increase and no Borrower shall
have any obligation to offer any Series of Incremental Term Loans or any Revolving Commitment
Increase to existing Lenders) or by any other bank or other financial institution (any such
existing Lender or other bank or other financial institution being called an “Incremental
Lender”), provided that the Administrative Agent and the Issuing Lender, as applicable,
shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental
Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the
extent any such consent would be required under Section 10.04(b) for an assignment of Loans or
Revolving Credit Commitments, as applicable, to such Incremental Lender. Incremental Term Loans
and Revolving Commitment Increases shall be established pursuant to an amendment (an
“Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents,
executed by the Company, any Subsidiary Borrower that will be a Borrower in respect of such
Incremental Term Loans, each Incremental Lender and the Administrative Agent. The Incremental
Amendment may, without the consent of any other party, effect such amendments to this Agreement and
the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent to effect the provisions of this Section 2.01(c). In connection with any
Incremental Amendment, the Obligors shall deliver such customary opinions and instruments as may be
reasonably requested by the Administrative Agent for purposes of ensuring the enforceability of the
Loan Documents after giving effect to such Incremental Amendment. Any Incremental Term Loans
established pursuant to any Incremental Amendment shall constitute a separate “Series” of
Incremental Term Loans hereunder.







 









 








          Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.01, (a) each
Revolving Credit Lender immediately prior to such increase will automatically and without further
act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment
Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving
Commitment Increase Lender will automatically and without further act be deemed to have assumed, a
portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit
such that, after giving effect to each such deemed assignment and assumption of participations, the
percentage of the aggregate outstanding participations hereunder in Letters of Credit will equal
the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders
represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date
of such increase, there are any Revolving Credit Loans outstanding, each Revolving Commitment
Increase Lender shall purchase at par such portions of each other Revolving Credit Lender’s
Revolving Credit Loans as the Administrative Agent may specify so that the Revolving Credit Loans
are held by each Revolving Credit Lender (including each Revolving Commitment Increase Lender) on a
pro rata basis in accordance with their respective Applicable Percentages.




          SECTION 2.02. LOANS AND BORROWINGS.




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




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




          SECTION 2.03. REQUESTS FOR BORROWINGS. To request a Borrowing, the relevant Borrower
shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of
the proposed Borrowing or (b) in the case of a Base Rate Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of the proposed Borrowing; provided that
any such notice of a Base Rate Revolving Credit Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York
City






 









 







time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by
the Company. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:





     (i) whether the requested Borrowing is to be a Revolving Credit Borrowing, a Term A-1
Borrowing, a Term A-2 Borrowing, a Term B Borrowing or a Borrowing of Incremental Term Loans
of a specified Series;




     (ii) the aggregate amount of such Borrowing;




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




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




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




     (vi) the identity of the Borrower and the location and number of such Borrower’s
account to which funds are to be disbursed, which shall comply with the requirements of
Section 2.05.


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




          SECTION 2.04. LETTERS OF CREDIT.




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




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the respective Issuing Lender) to an Issuing Lender
selected by it and the Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance,
amendment, renewal or extension,






 









 







the date on which such Letter of Credit is to expire (which shall comply with paragraph
(c) of this Section 2.04), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the respective Issuing Lender, the Company also
shall submit a letter of credit application on such Issuing Lender’s standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the
Company shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $50,000,000 and (ii)
the total Revolving Credit Exposure shall not exceed the total Revolving Credit Commitments.




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




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




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




          If the Company fails to make such payment when due, the Administrative Agent shall notify each
Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company in
respect thereof and such Revolving Credit Lender’s Applicable Percentage thereof. Promptly
following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative






 









 







Agent its Applicable Percentage of the payment then due from the Company, in the same manner
as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section
2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders),
and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so
received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the respective Issuing Lender or, to the extent that the Revolving
Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then
to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a
Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC
Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to
reimburse such LC Disbursement.




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




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





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




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




     (iii) this sentence shall establish the standard of care to be exercised by an Issuing
Lender when determining whether drafts and other documents presented under a Letter of
Credit



 









 







comply with the terms thereof (and the parties hereto hereby waive, to the extent
permitted by applicable law, any standard of care inconsistent with the foregoing).



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




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




          (i) Cash Collateralization. If either (i) an Event of Default shall occur and be
continuing and the Company receives notice from the Administrative Agent or the Required Revolving
Credit Lenders demanding the deposit of cash collateral pursuant to this paragraph, or (ii) the
Company shall be required to provide cover for LC Exposure pursuant to Section 2.08, 2.09(b) or
2.18, the Company shall immediately deposit into the Collateral Account under and as defined in the
Pledge Agreement an amount in cash equal to, in the case of an Event of Default, the LC Exposure as
of such date plus any accrued and unpaid interest thereon and, in the case of cover pursuant to
Section 2.08, 2.09(b) or 2.18, the amount required under Section 2.08, 2.09(b) or 2.18, 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 Obligors hereunder.




          (j) Existing Letters of Credit. On the Effective Date, each Existing Letter of Credit
is hereby designated a “Letter of Credit” (with JPMCB as the Issuing Lender) under and for all
purposes of this Agreement. In that connection, the Company hereby represents and warrants to each
Issuing Lender, each Revolving Credit Lender and the Administrative Agent that each Existing Letter
of Credit satisfies the requirements of this Section 2.04 (including paragraph (c) above).




          SECTION 2.05. FUNDING OF BORROWINGS.




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






 









 







reimbursement of an LC Disbursement under any Letter of Credit as provided in Section 2.04(e)
shall be remitted by the Administrative Agent to the respective Issuing Lender.




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




          SECTION 2.06. INTEREST ELECTIONS.




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




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




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





     (i) the Borrowing to which such Interest Election Request applies 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 relevant Borrower shall be deemed to have selected an Interest Period of
one month’s duration.




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




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




          SECTION 2.07. TERMINATION AND REDUCTION OF COMMITMENTS.




          (a) Mandatory Termination of Commitment. Unless previously terminated, (i) each
Revolving Credit Commitment shall terminate at the close of business on the Revolving Credit
Termination Date, (ii) the Term A-1 Loan Commitments, Term A-2 Loan Commitments and Term B Loan
Commitments shall terminate at the close of business on the Effective Date, and (iii) the
commitments with respect to each Series of Incremental Term Loans shall terminate at the close of
business on the commitment termination date specified in the Incremental Amendment entered into
with respect to such Series.




          In addition, all Commitments shall automatically terminate on (i) December 31, 2013 if the
Senior Notes have not been repaid or refinanced with the proceeds of (or in exchange for)
Indebtedness with a final maturity after the Term B Loan Maturity Date or defeased in accordance
with the terms of the Senior Notes Indenture (or an amount in cash sufficient to fully refund the
Senior Notes shall have been irrevocably deposited into a segregated account for the purpose of
refunding the Senior Notes) on or prior to December 31, 2013 and (ii) May 15, 2015 if the 2015
Senior Subordinated Notes have not been repaid or refinanced with the proceeds of (or in exchange
for) Indebtedness with a final maturity after the Term B Loan Maturity Date or defeased in
accordance with the terms of the Senior Subordinated Notes Indentures relating to the 2015 Senior
Subordinated Notes on or prior to May 15, 2015 (any such condition described in clause (i) or (ii)
above that results or would result in an early termination of the Commitments in accordance with
the foregoing, a “Springing Maturity Event”).




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







 









 








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




          SECTION 2.08. REPAYMENT OF LOANS; EVIDENCE OF DEBT.




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




          In addition, if a Springing Maturity Event shall occur, the Company shall repay all Revolving
Credit Loans and provide full cash cover for all LC Exposure on the date such Springing Maturity
Event occurs.




          (b) Term Loans.




          (i) The Company hereby unconditionally promises to pay to the Administrative Agent for the
account of the Term A Lenders the outstanding principal amount of the Term A-1 Loans on each date
set forth below in the aggregate principal amount set forth opposite such date:




	 	 	 	 	 
	Principal Payment Date	 	Principal Amount
	June 30, 2011
	 	$	3,375,000	 
	September 30, 2011
	 	$	3,375,000	 
	December 31, 2011
	 	$	3,375,000	 
	March 31, 2012
	 	$	3,375,000	 
	June 30, 2012
	 	$	6,750,000	 
	September 30, 2012
	 	$	6,750,000	 
	December 31, 2012
	 	$	6,750,000	 
	March 31, 2013
	 	$	6,750,000	 
	June 30, 2013
	 	$	6,750,000	 
	September 30, 2013
	 	$	6,750,000	 
	December 31, 2013
	 	$	6,750,000	 
	March 31, 2014
	 	$	6,750,000	 
	June 30, 2014
	 	$	13,500,000	 
	September 30, 2014
	 	$	13,500,000	 
	December 31, 2014
	 	$	13,500,000	 
	March 31, 2015
	 	$	13,500,000	 
	June 30, 2015
	 	$	37,125,000	 
	September 30, 2015
	 	$	37,125,000	 
	Term A Loan Maturity Date
	 	Entire remaining principal amount






 









 






          (ii) The Company hereby unconditionally promises to pay to the Administrative Agent for the
account of the Term B Lenders the outstanding principal amount of the Term B Loans on each date set
forth below in the aggregate principal amount set forth opposite such date:




	 	 	 	 	 
	Principal Payment Date	 	Principal Amount
	June 30, 2010
	 	$	1,437,500	 
	September 30, 2010
	 	$	1,437,500	 
	December 31, 2010
	 	$	1,437,500	 
	March 31, 2011
	 	$	1,437,500	 
	June 30, 2011
	 	$	1,437,500	 
	September 30, 2011
	 	$	1,437,500	 
	December 31, 2011
	 	$	1,437,500	 
	March 31, 2012
	 	$	1,437,500	 
	June 30, 2012
	 	$	1,437,500	 
	September 30, 2012
	 	$	1,437,500	 
	December 31, 2012
	 	$	1,437,500	 
	March 31, 2013
	 	$	1,437,500	 
	June 30, 2013
	 	$	1,437,500	 
	September 30, 2013
	 	$	1,437,500	 
	December 31, 2013
	 	$	1,437,500	 
	March 31, 2014
	 	$	1,437,500	 
	June 30, 2014
	 	$	1,437,500	 
	September 30, 2014
	 	$	1,437,500	 
	December 31, 2014
	 	$	1,437,500	 
	March 31, 2015
	 	$	1,437,500	 
	June 30, 2015
	 	$	1,437,500	 
	September 30, 2015
	 	$	1,437,500	 
	December 31, 2015
	 	$	1,437,500	 
	March 31, 2016
	 	$	1,437,500	 
	June 30, 2016
	 	$	1,437,500	 
	September 30, 2016
	 	$	1,437,500	 
	Term B Loan Maturity Date
	 	Entire remaining principal amount






          (iii) The Initial Subsidiary Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the Term A Lenders the outstanding principal amount of the
Term A-2 Loans on each date set forth below in the aggregate principal amount set forth opposite
such date:




	 	 	 	 	 
	Principal Payment Date	 	Principal Amount
	June 30, 2011

	 	$	375,000	 
	September 30, 2011

	 	$	375,000	 
	December 31, 2011

	 	$	375,000	 
	March 31, 2012

	 	$	375,000	 
	June 30, 2012

	 	$	750,000	 
	September 30, 2012

	 	$	750,000	 
	December 31, 2012

	 	$	750,000	 
	March 31, 2013

	 	$	750,000	 
	June 30, 2013

	 	$	750,000	 
	September 30, 2013

	 	$	750,000	 






 









 






	 	 	 	 	 
	Principal Payment Date	 	Principal Amount
	December 31, 2013

	 	$	750,000	 
	March 31, 2014

	 	$	750,000	 
	June 30, 2014

	 	$	1,500,000	 
	September 30, 2014

	 	$	1,500,000	 
	December 31, 2014

	 	$	1,500,000	 
	March 31, 2015

	 	$	1,500,000	 
	June 30, 2015

	 	$	4,125,000	 
	September 30, 2015

	 	$	4,125,000	 
	Term A Loan Maturity Date

	 	Entire remaining principal amount







          (iv) In addition, if a Springing Maturity Event shall occur, the Company shall repay all Term
A-1 Loans, all Term A-2 Loans and all Term B Loans on the date such Springing Maturity Event
occurs.




          (c) Incremental Term Loans. Each Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of the Incremental Lenders of any Series the principal of
the Incremental Term Loans of such Series made to such Borrower on such dates and in such amounts
as shall be agreed upon between such Borrower and such Lenders at the time the Incremental Term
Loans of such Series are established.




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




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




          (f) Records Prima Facie Evidence. The entries made in the accounts maintained
pursuant to paragraph (d) or (e) of this Section 2.08 shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure
of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligation of a Borrower to repay the Loans in accordance with the terms
of this Agreement.




          (g) Promissory Notes. Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in a form approved by the Administrative Agent.




          SECTION 2.09. PREPAYMENT OF LOANS.




          (a) Optional Prepayments.




          (i) The Borrowers shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (d) of this
Section






 









 







2.09. Each prepayment of Term Loans shall be applied to the Term Loans ratably in accordance
with the respective outstanding principal amounts of such Term Loans (and, in the case of
Incremental Term Loans, to all Series thereof ratably in accordance with the respective outstanding
principal amounts of such Series), and pro rata to the installments thereof in accordance with the
respective aggregate principal amounts of the Term Loans outstanding on the date of such
prepayment, provided that, at its option exercised by notice to the Administrative Agent:
(A) the relevant Borrower may elect to apply an amount of such prepayment equal to the installments
of such Term Loans due on the next four Principal Payment Dates immediately following the date of
such prepayment to such installments in direct order of maturity (for the avoidance of doubt, such
prepayments are to be applied (i) pro rata to all payments due on the first subsequent Principal
Payment Date, and (ii) pro rata to all payments due on each subsequent Principal Payment Date in
direct order of maturity, with no payments being applied to payments due on subsequent Principal
Payment Dates unless all payments due on prior Principal Payment Dates have been paid in full); (B)
in the case of any prepayment by the Company, the Company may elect to exclude the Term Loans of
any Subsidiary Borrower from such prepayment (notwithstanding the requirement above that
prepayments be applied ratably to the Term Loans); (C) in the case of any prepayment by a
Subsidiary Borrower, such Subsidiary Borrower may elect to exclude the Term Loans of the Company or
of any other Subsidiary Borrower from such prepayment (notwithstanding the requirement above that
prepayments be applied ratably to the Term Loans); (D) a Borrower may elect to specify that its
prepayment shall be allocated to prepay, in whole or in part, the outstanding principal of the Term
Loans by applying them directly to scheduled amortization payments in direct order of maturity; and
(E) so long no Default has occurred and is continuing and, on a pro forma, basis (x) the Senior
Debt Ratio would be less than 3.25 to 1.00 and (y) the Company has at least $100,000,000 of
Available Liquidity, the Company may elect to have its prepayment applied to scheduled amortization
of any Class of Term Loans as selected by the Company, with such prepayment to be applied to the
next four Principal Payment Dates immediately following the date of such prepayment to such
installments in direct order of maturity (for the avoidance of doubt, such prepayments are to be
applied (i) pro rata to all payments due on the Class or Classes selected on the first subsequent
Principal Payment Date, and (ii) pro rata to all payments due on the Class or Classes selected on
each subsequent Principal Payment Date in direct order of maturity, with no payments being applied
to payments due on subsequent Principal Payment Dates unless all payments due on prior Principal
Payment Dates have been paid in full). Notwithstanding the foregoing, the applicable Incremental
Amendment for any Incremental Term Loans may provide that other Classes of Term Loans outstanding
on the date such Incremental Term Loans are borrowed may be prepaid pursuant to this Section
2.09(a)(i) without prepaying such Incremental Term Loans.




          (ii) Notwithstanding anything to the contrary in Section 2.09(a)(i), so long as no Default has
occurred and is continuing, and after giving effect to such prepayment, (x) the Senior Debt Ratio
would be less than 3.25 to 1.00 and (y) the Company would have at least $100,000,000 of Available
Liquidity, any Borrower may prepay, at a discount to the par value thereof (or at any other price
established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any Class
of Lenders who consent to such prepayment by offering to prepay such Term Loans from each Lender
holding such Class of Term Loans (any such payment, an “Offered Range Voluntary
Prepayment”) by providing written notice to the Administrative Agent substantially in the form
of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a discount to par
(or such other price as shall be established) (such notice, an “Offered Range Prepayment Option
Notice”) and specifying the Class or Classes of Term Loans to which such offer is being made,
the aggregate amount of consideration to be utilized for such prepayment (such amount, to be no
less than $10,000,000, the “Proposed Offered Range Prepayment Amount”), specifying a price
or price range, expressed as a percentage of par value (the “Proposed Range”), and
specifying the date upon which the Lenders are required to indicate their election with respect to
the prepayment (such date, to be no less than five Business Days after the date upon which the
applicable Borrower provides the Offered Range Prepayment Option Notice to the Administrative
Agent, the “Acceptance Date”). Upon receiving the Offered Range Prepayment Option Notice,
the Administrative Agent






 









 







shall promptly notify the applicable Lenders thereof, and any Lender wishing to have its Term
Loans of the applicable Class prepaid pursuant to such offer shall, on or prior to the Acceptance
Date, specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender
Participation Notice”) to the Administrative Agent (A) the lowest purchase price (the
“Acceptable Purchase Price”) within the Proposed Range and (B) a maximum principal amount
(subject to rounding requirements specified by the Administrative Agent) of Term Loans of the
applicable Class held by such Lender with respect to which such Lender is willing to permit an
Offered Range Voluntary Prepayment at the Acceptable Purchase Price (“Offered Loans”).
Based on the Acceptable Purchase Prices and principal amounts of Term Loans of the applicable Class
specified by the Lenders in the applicable Lender Participation Notices, the Administrative Agent,
in consultation with the applicable Borrower, shall determine the applicable purchase price for
Term Loans (the “Applicable Purchase Price”), which Applicable Purchase Price shall be (A)
the purchase price specified by the applicable Borrower if such Borrower has selected a single
purchase price pursuant to this Section 2.09(a)(ii) for the Proposed Range or (B) otherwise, the
lowest Acceptable Purchase Price at which such Borrower may pay the Proposed Offered Range
Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing
with the Offered Loans with the lowest Acceptable Purchase Price); provided,
however, that in the event that such Proposed Offered Range Prepayment Amount cannot be
repaid in full at any Acceptable Purchase Price, the Applicable Purchase Price shall be the highest
Acceptable Purchase Price specified by the Lenders that is within the Proposed Range. The
Applicable Purchase Price shall be applicable for all Lenders who have offered to participate in
the Offered Range Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender
with outstanding Term Loans of the applicable Class whose Lender Participation Notice is not
received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to
accept an Offered Range Voluntary Prepayment of any of its Term Loans of the applicable Class at
any price within the Proposed Range.




          The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those
Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying
Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the
Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase Price;
provided that if the aggregate proceeds required to prepay all Qualifying Loans
(disregarding any interest payable at such time) would exceed the amount of aggregate proceeds
required to prepay the Proposed Offered Range Prepayment Amount, such amounts in each case
calculated at the Applicable Purchase Price, such Borrower shall prepay such Qualifying Loans
ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying
Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate
proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time)
would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Range
Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the
applicable Borrower shall prepay all Qualifying Loans.




          Each Offered Range Voluntary Prepayment shall be made within five Business Days of the
Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the
time required to calculate the Applicable Purchase Price and determine the amount and holders of
Qualifying Loans), without premium or penalty (but subject to Section 2.14), upon irrevocable
notice substantially in the form of Exhibit J hereto (each an “Offered Range Voluntary
Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m.,
New York City time, three Business Days prior to the date of such Offered Range Voluntary
Prepayment, which notice shall specify the date and amount of the Offered Range Voluntary
Prepayment and the Applicable Purchase Price determined by the Administrative Agent. Upon receipt
of any Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify
each relevant Lender thereof. If any Offered Range Voluntary Prepayment Notice is given, the
amount specified in such notice shall be due and payable to the applicable Lenders, subject to






 









 







the Applicable Purchase Price for the applicable Loans, on the date specified therein together
with accrued interest (on the par principal amount) to but not including such date on the amount
prepaid.




          Any prepayment of principal pursuant to this Section 2.09(a)(ii) shall be applied pro rata to
reduce the amortization payments of such Class of Loans.




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





     (i) Casualty Events. Upon the date 270 days following the receipt by a
Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or
other compensation in respect of any Casualty Event affecting any property of such Borrower
or any of its Restricted Subsidiaries, in each case, in excess of $5,000,000 (or upon such
earlier date as such Borrower or such Restricted Subsidiary, as the case may be, shall have
determined not to reinvest such proceeds as provided below), such Borrower shall prepay the
Loans of such Borrower 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 a
reinvestment into assets reasonably related to the outdoor advertising, out of home media
and logo signage business of such Borrower and its Restricted Subsidiaries pursuant to one
or more Capital Expenditures (disregarding the proviso of such definition for the purposes
of this Section 2.09(b)(i)) or Acquisitions permitted hereunder (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 Net Available Proceeds shall be applied to the
prepayment of Loans as provided in this clause (i) at the expiration of such twelve-month
period), such prepayment to be effected in each case in the manner and to the extent
specified in clause (v) of this Section 2.09(b).




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




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




     (y) thereafter, quarterly, on the date of the delivery by such Borrower to the
Administrative Agent pursuant to Section 6.01 of the financial statements for any
quarterly fiscal period or fiscal year, to the extent such Borrower or any of its
Subsidiaries shall receive Net Cash Payments during the quarterly fiscal period
ending on the date of such financial statements in cash under deferred payment
arrangements or Disposition Investments entered into or received in connection with
any Disposition, an amount equal to (A) 100% of the aggregate amount of such Net
Cash Payments minus (B) any transaction expenses associated with Dispositions and
not previously deducted in the determination of Net Cash Payments plus (or minus, as
the case may be) (C) any other adjustment received or paid by such Borrower or any
of its Subsidiaries pursuant to the respective



 









 







agreements giving rise to Dispositions and not previously taken into account in
the determination of the Net Cash Payments of Dispositions, provided that if
prior to the date upon which such Borrower would otherwise be required to make a
prepayment under this clause (y) 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 (y)) shall exceed $5,000,000, then such Borrower shall
within three Business Days make a prepayment under this clause (y) in an amount
equal to such required prepayment.




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




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




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



          (iii) Mandatory Prepayments —Excess Cash Flow. Not later than the date 100 days
after the end of each fiscal year of the Company, commencing with the fiscal year ending December
31, 2010, the Borrowers shall prepay the Loans in an aggregate amount equal to the ECF Percentage
of Consolidated Excess Cash Flow for such fiscal year. Prepayments of Loans shall be effected in
each case in the manner and to the extent specified in clause (v) of this Section 2.09(b).




          (iv) Mandatory Prepayments — Permitted Financing First Lien Notes. Not later than
the third Business Day after which the Company shall receive any Net Available Proceeds from any
incurrence of Permitted Refinancing First Lien Notes, the Borrowers shall prepay the Loans in an
aggregate amount equal to 100% of such Net Available Proceeds. Prepayments of Loans shall be
affected in accordance with Section 2.09(b)(v).




          (v) Application. Upon the occurrence of any of the events described in clauses (i)
through (iv) of this Section 2.09(b), the amount of the required prepayment shall be applied first,
to the prepayment of the Term A-1 Loans, Term A-2 Loans and Term B Loans (and to the extent
provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis
that is not greater (on a proportionate basis) than the basis on which the other then outstanding
Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably
in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in
the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the
Revolving Credit Loans, without






 









 







reduction of the Revolving Credit Commitments, provided that, at its option exercised by
notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may
elect to exclude such Term Loans of any Subsidiary Borrower (including the Term A-2 Loans) from
such prepayment, until all Term Loans of the Company shall have been paid in full (notwithstanding
the requirement above that prepayments be applied ratably to the Term A-1 Loans, Term A-2 Loans and
Term B Loans). Each prepayment of the Term Loans of any Class made pursuant to this Section
2.09(b) shall be applied ratably to the installments thereof in accordance with the respective
aggregate principal amounts of such installments outstanding on the date of such prepayment,
provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower
may elect to apply an amount of such prepayment equal to the installments of such Loans due on the
four scheduled amortization dates immediately following the date of such prepayment to such
installments in direct order of maturity (for the avoidance of doubt, such prepayments are to be
applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro
rata to all payments due on each subsequent amortization date in order of maturity, with no
payments being applied to payments due on subsequent amortization dates unless all payments due on
prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any
Permitted Refinancing First Lien Notes are outstanding, to the extent required by the indenture
governing such Permitted Refinancing First Lien Notes, a portion of the Net Available Proceeds of
any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate
principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted
Refinancing First Lien Notes outstanding) may be applied to repurchase or repay such Permitted
Refinancing First Lien Notes at a price not to exceed 100% of the principal amount thereof plus
accrued and unpaid interest to the date of purchase or payment.




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




          (d) Notification of Prepayments. The Company shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the
date of prepayment or (ii) in the case of prepayment of a Base Rate Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of Commitments as contemplated by Section 2.07,
then such notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. Promptly following receipt of any such notice relating to a
Borrowing of a particular Class, the Administrative Agent shall advise the Lenders holding Loans of
such Class of the contents thereof. Each partial prepayment of any Borrowing under paragraph
(a)(i) of this Section 2.09 shall be in an amount that would be permitted in the case of an advance
of a Borrowing of the same Type as provided in Section 2.02.




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




          SECTION 2.10. FEES.




          (a) Commitment Fees. The Company agrees to pay to the Administrative Agent for the
account of each Revolving Credit Lender a commitment fee, which shall accrue at a rate per annum
equal to the Applicable Rate, on the daily average unused amount of the Revolving Credit Commitment
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 the third day following 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) Letter of Credit Fees. The Company agrees to pay with respect to Letters of
Credit outstanding hereunder the following fees:





     (i) to the Administrative Agent for the account of each Revolving Credit Lender a
participation fee with respect to its participations in Letters of Credit, which shall
accrue at a rate per annum equal to the Applicable Rate used in determining interest on
Eurodollar Revolving Credit 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 of each Letter of Credit (x) a fronting fee, which shall
accrue at the rate of 3/16 of 1.0% per annum on the average daily stated amount of the
Letters of Credit issued by such Issuing Lender during the period from and including the
Effective Date to but excluding the later of the date of termination of the Revolving Credit
Commitments and the date on which there shall no longer be any Letters of Credit of such
Issuing Lender outstanding hereunder, and (y) such Issuing Lender’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder.


Accrued participation fees and fronting fees shall be payable in arrears on the third day following
each Quarterly Date and on the date the Revolving Credit Commitments terminate in full and no
Letters of Credit are outstanding hereunder, 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 in full shall be payable on demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day).




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




          (d) Closing Fees. The Company agrees to pay on the Effective Date, as fee
compensation for the funding Loans, a closing fee in an amount equal to 0.50% of the stated
principal amount of the Term B Loans made on the Effective Date for the ratable benefit of the Term
B Lenders. Such Closing Fee will be in all respects fully earned, due and payable on the Effective
Date and non-refundable and non-creditable thereafter.




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







 









 








          SECTION 2.11. INTEREST.




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




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




          (c) Default Interest. Notwithstanding the foregoing, if any principal of or interest
on any Loan of any Class or any fee or other amount payable by any Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, the principal of all Loans of
any Class shall bear interest, after as well as before judgment, at a rate per annum equal to the
Adjusted Base Rate plus the Applicable Rate for Base Rate Loans of such Class plus 2.0%.




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




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




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





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




     (b) if such Borrowing is of a particular Class of Loans, the Administrative Agent is
advised by Lenders holding a majority in aggregate principal amount of the Loans of such
Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making or maintaining
their Loans of such Class included in such Borrowing for such Interest Period;


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






 









 







Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing.




          SECTION 2.13. INCREASED COSTS.




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





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




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




     (iii) increase any Tax of a Lender or Issuing Lender (other than any Indemnified Tax or
Other Taxes or any Excluded Tax);


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




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




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




          (d) Certain Limitations upon Compensation. Failure or delay on the part of any Lender
or any Issuing Lender to demand compensation pursuant to this Section 2.13 shall not constitute a






 









 







waiver of such Lender’s or such Issuing Lender’s right to demand such compensation;
provided that no Borrower shall be required to compensate a Lender or an Issuing Lender
pursuant to this Section 2.13 for any increased costs or reductions incurred more than six months
prior to the date that such Lender or such Issuing Lender, as the case may be, notifies the
relevant Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or such Issuing Lender’s intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to include the period of
retroactive effect thereof.




          SECTION 2.14. BREAK FUNDING PAYMENTS. In the event of (a) the payment or prepayment
of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable and is revoked in accordance
herewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Company pursuant to Section 2.17, then,
in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event.




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





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


over





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


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




          SECTION 2.15. TAXES.




          (a) Payments Free of Taxes; Obligation to Withhold Payments on Account of Taxes. (i)
Any and all payments by or on account of any obligation of any Credit Party hereunder or under any
other Loan Document shall, to the extent permitted by applicable Laws, be made free and clear of
and without deduction or withholding of any Taxes. If, however, applicable Laws require the
applicable withholding agent to withhold or deduct any Tax (as determined in the good faith
discretion of the applicable withholding agent), such Tax shall be withheld or deducted in
accordance with such Laws.







 









 









     (ii) If the applicable withholding agent shall be required to withhold or deduct any
Taxes from any payment, then (A) the applicable withholding agent shall withhold or make
such deductions as are required, (B) the applicable withholding agent shall timely pay the
full amount withheld or deducted to the relevant Governmental Authority in accordance with
applicable Laws and (C) to the extent that the withholding or deduction is made on account
of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be
increased as necessary so that after any required withholding and deductions have been made
(including withholding and deductions applicable to additional sums payable under this
Section 2.15), the Administrative Agent, an applicable Lender, as the case may be,
receives an amount equal to the sum it would have received had no such withholding or
deduction been made.



          (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Laws.




          (c) Indemnification. Without limiting the provisions of subsection (a) or (b) above,
the Borrowers shall, jointly and severally, indemnify the Administrative Agent and each Lender, and
shall make payment in respect thereof within 10 days after a 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) payable by the
Administrative Agent or such Lender, as the case may be, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however,
that the Initial Subsidiary Borrower and any Additional Subsidiary Borrower that is a Foreign
Subsidiary shall not be required to make any payment under this Section 2.15(c) with respect to any
Loan to a U.S. Borrower. A certificate setting forth the amount of any such payment or liability
delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.




          (d) Evidence of Payments. As soon as practicable after any payment of any Indemnified
Taxes or Other Taxes by any Credit Party to a Governmental Authority as provided in this
Section 2.15, the Borrowers 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 any return required by applicable Laws to report such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.




          (e) Status of Lenders; Tax Documentation.





     (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent,
whenever reasonably requested by the Borrowers or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law and such other reasonably
requested information as will permit the Borrowers or the Administrative Agent, as the case
may be, (A) to determine whether or not payments made hereunder or under any other Loan
Document are subject to Taxes, (B) to determine, if applicable, the required rate of
withholding or deduction and (C) to establish such Lender’s entitlement to any available
exemption from, or reduction of, applicable Taxes in respect of any payments to be made to
such Lender by the Borrowers pursuant to any Loan Document or otherwise to establish such
Lender’s status for withholding tax purposes in an applicable jurisdiction.




     (ii) Without limiting the generality of the foregoing with respect to any Loan to the
Company or to an Additional Subsidiary Borrower that is a Domestic Subsidiary,



 









 





          (A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of
the Code shall deliver to the Borrowers and the Administrative Agent executed originals of IRS Form
W-9 or such other documentation or information prescribed by applicable Laws or reasonably
requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the
Administrative Agent, as the case may be, to determine whether or not such Lender is subject to
backup withholding or information reporting requirements; and




          (B) each Foreign Lender that is entitled under the Code or any applicable treaty to an
exemption from or reduction of U.S. federal withholding tax with respect to any payments hereunder
or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent (in
such number of signed originals as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
(1) if any documentation previously delivered has expired or become obsolete or invalid or (2) upon
the request of the Borrowers or the Administrative Agent), whichever of the following is
applicable:





     I. IRS Form W-8BEN (or any successor thereto) claiming
eligibility for benefits of an income tax treaty to which the
United States is a party,




     II. IRS Form W-8ECI (or any successor thereto),




     III. in the case of a Foreign Lender claiming the benefits of
the exemption for portfolio interest under Sections 881(c) or
871(h) of the Code (the “Portfolio Interest
Exemption”), (x) a certificate, substantially in the form
of Exhibit L-1, L-2, L-3 or
L-4, as applicable (a “Tax Status
Certificate”), to the effect that such Foreign Lender is
not (A) a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the Company
or the Additional Subsidiary Borrower, as applicable, within
the meaning of Section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in Section
881(c)(3)(C) of the Code, and that no interest to be received
is effectively connected with a U.S. trade or business and
(y) duly completed and executed original copies of IRS Form
W-8BEN (or any successor thereto),




     IV. where such Lender is a partnership (for U.S. federal
income tax purposes) or otherwise not a beneficial owner
(e.g., where such Lender has sold a typical
participation), IRS Form W-8IMY (or any successor thereto)
and all required supporting documentation (including, where
one or more of the underlying beneficial owner(s) is claiming
the benefits of the Portfolio Interest Exemption, a Tax
Status Certificate of such beneficial owner(s) (provided
that, if the Foreign Lender is a partnership and not a
participating Lender, the Tax Status Certificate from the
beneficial owner(s) may be provided by the Foreign Lender on
the beneficial owner(s) behalf)), or




     V. any other form prescribed by applicable laws as a basis
for claiming exemption from or a reduction in United States
federal withholding tax together with such supplementary



 









 







documentation as may be prescribed by applicable law to
permit the Borrowers or the Administrative Agent to determine
the withholding or deduction required to be made.



          Each Lender shall promptly notify the Borrowers and the Administrative Agent of any change in
circumstances which would modify or render invalid any documentation previously provided.




          Notwithstanding anything to the contrary in this subsection 2.15(e), no Lender shall be
required to deliver any documentation that it is not legally eligible to deliver.




          (f) Treatment of Certain Refunds. If the Administrative Agent or any Lender
determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit
Party has paid additional amounts pursuant to this Section 2.15, it shall pay to the
Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by such Credit Party under this Section 2.15 with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) incurred by the Administrative Agent or such Lender, as the case may be, and
without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund); provided that the Borrowers, upon the request of the Administrative Agent or such
Lender agrees to repay the amount paid over to any Credit Party (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent, or such Lender, in the event the Administrative Agent or such Lender is required to repay
such amount to such Governmental Authority. This subsection shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrowers or any other Person.




          (g) Payment by Administrative Agent; Definition of Lender. For purposes of this
Section 2.15 (including any definition utilized therein) (i) any payment made by the
Administrative Agent to a Lender shall be deemed to be a payment made by the applicable Borrower to
such Lender and (ii) the term “Lender shall include any Issuing Lender.




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




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







 









 








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




          (c) Ratable Treatment. Except to the extent otherwise provided herein (including
pursuant to Section 2.09 and Section 10.04): (i) each borrowing of Loans of a particular Class
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 shall be made for
account of the relevant Lenders, and each termination or reduction of the amount of the Commitments
of a particular Class under Section 2.07 shall be applied to the respective Commitments of such
Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of
such Class; (ii) Eurodollar Loans of any Class having the same Interest Period shall be allocated
pro rata among the relevant Lenders according to the amounts of their Commitments of such Class (in
the case of the making of Loans) or their respective Loans of such Class (in the case of
conversions and continuations of Loans); (iii) each payment or prepayment by a Borrower of
principal of Loans of a particular Class shall be made for account of the relevant Lenders pro rata
in accordance with the respective unpaid principal amounts of the Loans of such Class held by them;
(iv) each payment by a Borrower of interest on Loans of a particular Class shall be made for
account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans
then due and payable to the respective Lenders; and (v) each payment by the Company of
participation fees in respect of Letters of Credit shall be made for the account of the Revolving
Credit Lenders pro rata in accordance with the amount of participation fees then due and payable to
the Revolving Credit Lenders.




          (d) Right of Offset. If any Lender shall, by exercising any right of set-off or other
remedy against a Credit Party or counterclaim, 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 aggregate amount of
principal of and accrued interest on their respective Loans (and participations in LC
Disbursements); provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, unless the Lender
from which such payment is received is required to pay interest thereon, in which case each Lender
returning funds to such Lender shall pay its pro rata share of such interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender
(x) 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 in accordance with this
Agreement (including, without limitation, assignments to any Borrower in accordance with Section
10.04) and (y) pursuant to any prepayment of Loans in accordance with Section 2.09 of this
Agreement. Each Credit Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against a Credit Party rights of set-off and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such Credit
Party in the amount of such participation.







 









 








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




          (f) Failure by Lenders to Make Payment. If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.04(d), 2.04(e), 2.05(b) or 2.16(e), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent under this Agreement for the account of
such Lender to satisfy such Lender’s obligations under such Section until all such unsatisfied
obligations are fully paid.




          SECTION 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.




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




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






 









 







thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Company to require such assignment and delegation cease to apply.




          SECTION 2.18. DEFAULTING LENDER. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:




          (a) commitment fees shall cease to accrue on the unfunded portion of the Revolving Credit
Commitment of such Defaulting Lender pursuant to Section 2.10(a);




          (b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender
shall not be included in determining whether all Lenders or the Required Lenders have taken or may
take any action hereunder (including any consent to any amendment or waiver pursuant to Section
10.02, other than pursuant to Section 10.02(b)(i), 10.02(b)(ii) or 10.02(b)(iii) that directly
affects such Lender), provided that any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender which affects such Defaulting Lender differently
than other affected Lenders shall require the consent of such Defaulting Lender;




          (c) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:





     (i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent
(x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting
Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving
Credit Commitments and (y) the conditions set forth in Section 5.03 are satisfied at such
time;




     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Company shall within one Business Day following notice by the
Administrative Agent cash collateralize such Defaulting Lender’s LC Exposure (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with the
procedures set forth in Section 2.04(i) for so long as such LC Exposure is outstanding;




     (iii) if the Company cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to this Section 2.18(c), the Company shall not be required to pay any fees
to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash
collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this
Section 2.18(c), then the fees payable to the Lenders pursuant to Sections 2.10(a) and
2.10(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; or




     (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to this Section 2.18(c), then, without prejudice to any rights or
remedies of any Issuing Lender or any Lender hereunder, all commitment fees that otherwise
would have been payable to such Defaulting Lender (solely with respect to the portion of
such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of
credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the applicable Issuing Lender(s) until such LC Exposure is cash
collateralized and/or reallocated;



 









 





          (d) so long as any Lender is a Defaulting Lender, the Issuing Lenders shall not be required to
issue, extend, amend or increase any Letter of Credit, unless the applicable Issuing Lender is
satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with
this Section 2.18(c), and participating interests in any such newly issued, extended or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.18(c)(i) (and Defaulting Lenders shall not participate therein); and




          (e) any amount payable to such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would otherwise be payable to such
Defaulting Lender pursuant to Section 2.16(d) but excluding Section 2.17(b)) shall, in lieu of
being distributed to such Defaulting Lender, be retained by the Administrative Agent in a
segregated account and, subject to any applicable requirements of law, be applied at such time or
times as may be determined by the Administrative Agent (i) first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to
the payment of any amounts owing by such Defaulting Lender to any Issuing Lender, (iii) third, if
so determined by the Administrative Agent or requested by an Issuing Lender, to be held in such
account as cash collateral for future funding obligations of the Defaulting Lender of any
participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect
of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by the
Administrative Agent and the Borrower Representative, held in such account as cash collateral for
future funding obligations of the Defaulting Lender of any Loans under this Agreement, (vi) sixth,
to the payment of any amounts owing to the Lenders or an Issuing Lender as a result of any judgment
of a court of competent jurisdiction obtained by any Lender or such Issuing Lender against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement, (vii) seventh, to the payment of any amounts owing to the Borrowers as a result of any
judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and
(viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any
Loans or reimbursement obligations in respect of LC Disbursements for which a Defaulting Lender has
funded its participation obligations and (y) made at a time when the conditions set forth in
Section 3.02 are satisfied, such payment shall be applied solely to prepay the Loans of, and
reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to
the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.



In the event that the Administrative Agent, the Company and the Issuing Lenders agree that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such
Defaulting Lender’s Revolving Credit Commitment and on such date such Defaulting Lender shall
purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine
may be necessary in order for such Defaulting Lender to hold such Loans in accordance with its
Applicable Percentage.




ARTICLE III




GUARANTEE BY GUARANTORS



          SECTION 3.01. THE GUARANTEE. Each Guarantor hereby jointly and severally guarantees
to each Lender, each Secured Cash Management Bank, each Secured Swap Provider, each Issuing Lender
and the Administrative Agent and their respective successors and assigns the prompt payment in full
when due (whether at stated maturity, by acceleration, by prepayment or otherwise) of the
Guaranteed Obligations of such Guarantor. Each Subsidiary Guarantor hereby further agrees that if
any






 









 







Borrower or Subsidiary of the Company (and the Company hereby further agrees that if any
Subsidiary Borrower or Subsidiary of the Company) shall fail to pay in full when due (whether at
stated maturity, by acceleration, by prepayment or otherwise) any of such Guarantor’s Guaranteed
Obligations, such Guarantor will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of such Guaranteed
Obligations, the same will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or renewal.




          SECTION 3.02. OBLIGATIONS UNCONDITIONAL. The obligations of each Guarantor under
Section 3.01 are absolute and unconditional irrespective of the value, genuineness, validity,
regularity or enforceability of this Agreement, the other Loan Documents or any other agreement or
instrument referred to herein or therein, or any substitution, release or exchange of any other
guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent
of this Section 3.02 that the obligations of the Guarantors hereunder shall be absolute and
unconditional under any and all circumstances. Without limiting the generality of the foregoing,
it is agreed that the occurrence of any one or more of the following shall not alter or impair the
liability of the Guarantors hereunder which shall remain absolute and unconditional as described
above:





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




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




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




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


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




          SECTION 3.03. REINSTATEMENT. The obligations of each Guarantor under this Article III
shall be automatically reinstated if and to the extent that for any reason any payment by or on
behalf of a Borrower or a Subsidiary of the Company in respect of its Guaranteed Obligations is
rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise, and each of the
Guarantors agrees that it






 









 







will indemnify the Administrative Agent, each Issuing Lender, each Lender, each Secured Cash
Management Bank and each Secured Swap Provider on demand for all reasonable costs and expenses
(including fees of counsel) incurred by such Person in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against any claim alleging
that such payment constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.




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




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




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




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




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




          For purposes of this Section 3.08, (i) “Excess Funding Guarantor” means, in respect of
any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro
Rata






 









 







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




          SECTION 3.09. GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any action or
proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the obligations of any
Subsidiary Guarantor under Section 3.01 would otherwise, taking into account the provisions of
Section 3.08, be held or determined to be void, invalid or unenforceable, or subordinated to the
claims of any other creditors, on account of the amount of its liability under Section 3.01, then,
notwithstanding any other provision hereof to the contrary, the amount of such liability shall,
without any further action by such Subsidiary Guarantor, any Lender, the Administrative Agent or
any other Person, be automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined in such action or
proceeding.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES



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




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







 









 








          SECTION 4.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority or any other Person, (b) will not violate any applicable law, policy or
regulation or the charter, by-laws or other organizational documents of any Credit Party or any
order of any Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon any Credit Party, or any of its assets, or
give rise to a right thereunder to require any payment to be made by any Credit Party, and (d)
except for the Liens created by the Security Documents, will not result in the creation or
imposition of any Lien on any asset of the Credit Parties.




          SECTION 4.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE. The Company has
heretofore delivered to the Lenders the audited consolidated balance sheet and statements of
earnings (loss), stockholders’ deficit and cash flows of the Company and its Subsidiaries (and,
separately stated, of the Company and its Restricted Subsidiaries) as of and for the fiscal year
ended December 31, 2009, reported on by KPMG LLP, independent public accountants. Such financial
statements present fairly, in all material respects, the respective consolidated actual financial
condition of the respective entities as at the dates and the consolidated and unconsolidated
results of their operations for the fiscal periods ended on the dates, all in accordance with
generally accepted accounting principles and practices applied on a consistent basis. Except as
disclosed in such financial statements, none of such entities has on the date hereof any material
contingent liabilities, liabilities for taxes, unusual forward or long term commitments or
unrealized or anticipated losses from any unfavorable commitments. Since December 31, 2009, there
has been no material adverse change (or any event, development or circumstance that, individually
or in the aggregate, could reasonably be expected to result in a material adverse change) in the
business, assets, operations or condition, financial or otherwise, of the Company and its
Restricted Subsidiaries taken as a whole.




          SECTION 4.05. PROPERTIES.




          (a) Properties Generally. Each of the Company and its Restricted Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their intended purposes. No
mortgage or deed of trust encumbers improved real property that is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having special flood
hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance
available under such Act has been obtained in accordance with Section 6.05.




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




          SECTION 4.06. LITIGATION AND ENVIRONMENTAL MATTERS.




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







 









 








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




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




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




          SECTION 4.08. INVESTMENT COMPANY STATUS. No Credit Party nor any of their respective
subsidiaries is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended.




          SECTION 4.09. TAXES. Each Credit Party and each of its respective Subsidiaries has
timely filed all Tax returns and reports required to have been filed, and has timely paid all Taxes
levied or imposed upon it or its property, income or assets or otherwise due and payable (whether
or not shown on any Tax return), including in its capacity as a withholding agent, except those
Taxes which are being contested in good faith by appropriate proceedings diligently conducted and
for which adequate reserves have been provided in accordance with GAAP. There is no current,
proposed or pending audit, assessment, deficiency or other claim relating to Taxes against any
Credit Party or any of its Subsidiaries that would reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect. Each Credit Party and each of its respective
Subsidiaries has made adequate provisions in accordance with GAAP for all material Taxes not yet
due and payable. None of the Credit Parties nor any of their respective Subsidiaries has
“participated” in a “listed transaction” within the meaning of Treas. Reg. Section 1.6011-4, except
as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse
Effect.




          SECTION 4.10. ERISA. Except with respect to any matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) no ERISA
Event has occurred or is reasonably expected to occur and (b) the Company and each of its ERISA
Affiliates has complied with the applicable provisions of ERISA and the Code with respect to each
employee benefit plan, within the meaning of Section 3(3) of ERISA that is maintained or
contributed to by the Company or an ERISA Affiliate. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based
on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such amounts, exceed by more
than $1,000,000 the fair market value of the assets of all such underfunded Plans.







 









 








          SECTION 4.11. DISCLOSURE. The Credit Parties have disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which any Credit Party is subject,
and all other matters known to any Credit Party, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. The information, reports, financial
statements, exhibits and schedules furnished in writing by or on behalf of the Credit Parties to
the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery
of this Agreement and the other Basic Documents (including, without limitation, the information set
forth in the Confidential Information Memorandum and the information set forth in Schedule 4.11) or
delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of
material fact or omit to state any material fact necessary to make the statements herein or
therein, in light of the circumstances under which they were made, not misleading. All written
information furnished after the date hereof by the Company and its Subsidiaries to the
Administrative Agent and the Lenders in connection with this Agreement and the other Basic
Documents and the transactions contemplated hereby and thereby will be true, complete and accurate
in all material respects, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified. There is no fact known to the Company
that could reasonably be expected to have a Material Adverse Effect that has not been disclosed
herein, in the other Basic Documents or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to the Lenders for use in connection with the
transactions contemplated hereby or thereby.




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




          SECTION 4.13. MATERIAL AGREEMENTS AND LIENS.




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




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




          SECTION 4.14. SUBSIDIARIES, ETC.




          (a) Subsidiaries. Set forth in Schedule 4.14 is a complete and correct list of all of
the Subsidiaries of the Credit Parties as of the date hereof together with, for each such
Subsidiary, (i) the






 









 







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




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




ARTICLE V




CONDITIONS



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




          (a) Counterparts of Agreement and Lender Addenda. The Administrative Agent 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. The Administrative Agent shall have received from each Lender with a Commitment
on the Effective Date a signed Lender Addendum.




          (b) Opinion of Counsel to Credit Parties. The Administrative Agent 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 Local 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) covering such matters as the Administrative Agent may reasonably request.




          (d) Corporate Matters. The Administrative Agent shall have received such documents
and certificates as the Administrative Agent 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.







 









 








          (e) Financial Officer Certificate. The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by the President, a Vice President or a Financial
Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and
(b) of Section 5.02.




          (f) Notes. The Administrative Agent shall have received for each Lender that shall
have requested a promissory note at least three Business Days prior to the Effective Date, a duly
completed and executed promissory note for such Lender.




          (g) Pledge Agreement. The Administrative Agent shall have received (i) from each
Obligor a counterpart of the Pledge Agreement signed on behalf of such Obligor and (ii) to the
extent not previously delivered under the Existing Credit Agreement, the stock certificates and/or
membership interest certificates identified under the name of such Obligor in Annex 1 thereto,
accompanied by undated stock powers and/or membership interest powers, as applicable, executed in
blank. Each Obligor shall have delivered such further documents as the Administrative Agent shall
have requested in order to perfect the security interests created pursuant to the Pledge Agreement.




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




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





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




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




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




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



          (j) Insurance. The Administrative Agent shall have received a certificate of a
Financial Officer setting forth the insurance obtained by the Company in accordance with the
requirements






 









 







of Section 6.05 and stating that such insurance is in full force and effect and that all
premiums then due and payable thereon have been paid.




          (k) Repayment of Indebtedness Under Existing Credit Agreement. The Company shall have
repaid in full the principal of and interest on all of the “Loans” outstanding under the Existing
Credit Agreement and all other amounts owing by the Company thereunder (other than in respect of
Existing Letters of Credit hereunder) and all commitments under the Existing Credit Agreement shall
have been terminated and all Liens securing the obligations thereunder shall be released
substantially concurrently with the Effective Date.




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




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




          The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and
such notice shall be conclusive and binding.




          SECTION 5.02. EACH EXTENSION OF CREDIT. The obligation of each Lender to make a Loan
on the occasion of any Borrowing, and of an Issuing Lender to issue, amend, renew or extend any
Letter of Credit, is subject to the satisfaction of the following conditions:




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



Each Borrowing Request, or request for issuance, amendment, renewal or extension of a Letter of
Credit, shall be deemed to constitute a representation and warranty by the Company (both as of the
date of such Borrowing Request, or request for issuance, amendment, renewal or extension, and as of
the date of the related Borrowing or issuance, amendment, renewal or extension) as to the matters
specified in paragraphs (a) and (b) of this Section 5.02.




ARTICLE VI




AFFIRMATIVE COVENANTS



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







 









 








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




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





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




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



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





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




     (ii) certifications of the chief financial officer of the Company that the consolidated
financial statements referred to in the preceding clause (i) fairly present in all material
respects the financial condition, results of operations and cash flows of the Company and
its Subsidiaries on a consolidated basis as of and for the periods presented in accordance
with GAAP consistently applied, subject to normal year end audit adjustments and the absence
of certain footnotes;



          (c) notwithstanding that the financial statements are in fact delivered, on or prior to each
date on which financial statements are required to be delivered under clause (a) or (b) above, a
certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or proposed to be taken
with respect thereto,






 









 







(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7.06
and 7.09, (iii) identifying in reasonable detail any Restricted Payments made by the Company or any
of its Restricted Subsidiaries during the period covered by the applicable financial statements to
enable Holdings to pay Qualified Holdings Obligations, (iv) stating whether any change in GAAP or
in the application thereof has occurred since the date of the audited financial statements referred
to in Section 4.04 and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate and (v) a calculation of the Cumulative
Credit (in reasonable detail) as of the last day of the period covered by such financial
statements;




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




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




          (f) promptly upon the mailing thereof to the shareholders of the Company generally or to the
holders of the Senior Subordinated Notes, the New Senior Subordinated Notes or Senior Notes (or any
Permitted Refinancing First Lien Notes or Refunding Indebtedness) 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 Company or any Subsidiary, or compliance with the
terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.




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




          (a) the occurrence of any Default;




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




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




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



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







 









 








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




          SECTION 6.04. PAYMENT OF OBLIGATIONS. The Company will, and will cause each of its
Subsidiaries to, (i) pay its obligations, including Tax liabilities upon it or its property, income
or assets, except where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate
reserves 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 and (ii)
timely file all material Tax returns required to be filed by it.




          SECTION 6.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Company will, and will cause
each of its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted, (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, and (c) with respect to each real property subject to a
mortgage or deed of trust, obtain flood insurance in such total amount as the Administrative Agent
or the Required Lenders may from time to time require, if at any time the area in which any
improvements located on such real property is designated a “flood hazard area” in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency),
and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1973, as amended from time to time.




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




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




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




          SECTION 6.09. USE OF PROCEEDS. The proceeds of the Term Loans and the Revolving Loans
will be used only (i) to refinance Indebtedness outstanding under the Existing Credit





 












 




Agreement, (ii) for fees and expenses related to the transactions referred to in the foregoing
clause (i) and (iii) to provide funds for Acquisitions and for the general corporate purposes of
the Company and its Restricted Subsidiaries (including to make Restricted Payments). No part of
any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of
any of the Regulations of the Board, including Regulations U and X.




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




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





     (i) to execute and deliver to the Administrative Agent a Joinder Agreement (and thereby
to become a party to this Agreement, as a “Subsidiary Guarantor” hereunder, and to the
Pledge Agreement, as a “Securing Party” thereunder) and to pledge and grant to the
Administrative Agent for the benefit of the Administrative Agent, the Issuing Lenders, the
Lenders, the Secured Cash Management Banks and the Secured Swap Providers a security
interest in any property owned by it that is of the type included in the definition of
“Collateral” under the Pledge Agreement (it being understood that in the case of (x) any
equity interest in any Foreign Subsidiary owned directly by the Company or any Subsidiary
Guarantor, such Obligors shall not be required to pledge to the Administrative Agent, for
the benefit of the Lenders, more than 65% of the voting capital stock of such Subsidiary,
but shall be required to pledge 100% of any other capital stock of such Subsidiary and (y)
any equity interest in any Foreign Subsidiary which is not directly owned by the Company or
any Subsidiary Guarantor, no portion of the equity interests of such Foreign Subsidiary
shall be required to be pledged);




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




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



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




          (b) Ownership of Restricted Subsidiaries. The Company will, and will cause each of
its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure
that the percentage of the equity capital of any class or character owned by it in any Restricted
Subsidiary on the date hereof (or, in the case of any newly formed or newly acquired Subsidiary, on
the date of formation or acquisition) is not at any time decreased, other than by reason of
transfers to the Company or another






 









 







Restricted Subsidiary. In the event that any additional shares of stock shall be issued by any
Restricted Subsidiary, the respective holder of such shares of stock shall forthwith deliver to the
Administrative Agent pursuant to the Pledge Agreement (but subject to the condition set forth in
Section 6.10(a)(i) if such Subsidiary is a Foreign Subsidiary) the certificates evidencing such
shares of stock, accompanied by undated stock powers executed in blank and to take such other
action as the Administrative Agent shall request to perfect the security interest created therein
pursuant to the Pledge Agreement.




          (c) Further Assurances. The Company will, and will cause each of its Subsidiaries to,
take such action from time to time as shall reasonably be requested by the Administrative Agent to
effectuate the purposes and objectives of this Agreement.




          Without limiting the generality of the foregoing, the Company will, and will cause each other
Obligor to, take such action from time to time (including filing appropriate Uniform Commercial
Code financing statements and continuation statements and executing and delivering such
assignments, security agreements, account control agreements and other instruments) as shall be
reasonably necessary (or, if reasonably requested by the Administrative Agent, desirable) to
create, in favor of the Administrative Agent for the benefit of the Administrative Agent, the
Issuing Lenders, the Lenders, the Secured Cash Management Banks and the Secured Swap Providers,
perfected security interests and Liens in any property owned by it that is of the type included in
the definition of “Collateral” under the Pledge Agreement as collateral security for its
obligations hereunder; provided that any such security interest or Lien shall be subject to
the relevant requirements of the Security Documents.




          If any Obligor shall acquire any fee-owned real property interest, including improvements,
after the Effective Date having a fair market value of more than $5,000,000 (or shall make
improvements upon any existing real property interest resulting in the fair market value of such
interest together with such improvements being greater than $5,000,000), then, as applicable, the
Company will, or will cause such Obligor to, will execute and deliver in favor of the
Administrative Agent a mortgage, deed of trust or deed to secure debt (as appropriate for the
jurisdiction in which such respective real property is situated) pursuant to which such Obligor
will create a Lien upon such real property interest (and improvements) in favor of the
Administrative Agent for the benefit of the Administrative Agent, the Issuing Lenders, the Lenders,
the Secured Cash Management Banks and the Secured Swap Providers as collateral security for it
obligations hereunder and will deliver such opinions of counsel, title insurance policies, surveys,
life of loan flood hazard determinations (together with a notice about special flood hazard area
status and flood disaster assistance duly executed by the Borrower and each Obligor relating
thereto) and certificates of insurance and endorsements in form and substance reasonably
satisfactory to the Administrative Agent designating the Administrative Agent as additional insured
and loss payee as the Administrative Agent shall reasonably request in connection therewith.




          SECTION 6.11. POST-CLOSING REQUIREMENTS. Within 60 days after the Effective Date, the
Company shall deliver to the Administrative Agent mortgages, deeds of trust or deeds to secure debt
(as appropriate for the jurisdiction in which such respective real property is situated) executed
by each applicable Obligor that owns each real property interest identified in Schedule 6.11 hereto
that is denoted to be so subject to a mortgage, deed of trust or deed to secure debt, pursuant to
which such Obligor will create a Lien upon such real property interest in favor of the
Administrative Agent for the benefit of the Administrative Agent, the Issuing Lenders, the Lenders,
the Secured Cash Management Banks and the Secured Swap Providers as collateral security for it
obligations hereunder and will deliver such opinions of counsel, title insurance policies, surveys
(to the extent previously obtained by the Company prior to the Effective Date), life of loan flood
hazard determinations (together with a notice about special flood hazard area status and flood
disaster assistance duly executed by the Borrower and each Obligor relating thereto) and
certificates of insurance and endorsements in form and substance reasonably satisfactory to






 









 







the Administrative Agent designating the Administrative Agent as additional insured and loss
payee as the Administrative Agent shall reasonably request in connection therewith.




ARTICLE VII



NEGATIVE COVENANTS



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




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




          (a) Indebtedness under this Agreement;




          (b) Indebtedness in respect of notes issued by the Company after the date hereof (and any
Guarantees of Subsidiaries in respect of such Indebtedness) so long as (i) no Default exists at the
time of such issuance or would result therefrom, (ii) such Indebtedness (and any Guarantees of
Subsidiaries in respect of such Indebtedness) is subordinated upon terms no less favorable (from
the standpoint of the holders of “Senior Indebtedness” under and as defined in the Senior
Subordinated Notes Indentures) than the terms of subordination set forth in the Senior Subordinated
Notes Indentures, (iii) no installments of principal of such notes shall be payable (whether by
sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date
twelve months after the latest maturity date for Term Loans outstanding at the time such notes are
issued, (iv) the covenants, events of default and mandatory prepayment requirements (whether by
sinking fund payments, mandatory redemptions or repurchases or otherwise) of such Indebtedness are
not materially more restrictive than the corresponding provisions of the Senior Subordinated Notes
Indentures, (v) after giving effect to the issuance of such notes the Company shall be in
compliance with Section 7.09, (vi) no Liens are created by the Company or any Subsidiary to secure
such Indebtedness and (vi) the Company furnishes to the Administrative Agent on the date of such
issuance a certificate of a Financial Officer demonstrating in reasonable detail compliance with
the foregoing conditions;




          (c) (A) Indebtedness in respect of Permitted Refinancing First Lien Notes issued for cash
consideration to the extent that the Net Available Proceeds therefrom is applied to permanently
repay Term Loans in accordance with Section 2.09(b) and (B) any refinancing, refunding, renewal or
extension of any Indebtedness specified in subclause (A) of this Section 7.01(c); provided
that (x) the principal amount of any such Indebtedness is not increased in excess of the principal
amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension
(except for any original issue discount thereon, accrued and unpaid interest and the amount of
fees, expenses and premium in connection with such refinancing), (y) such refinancing, refunding,
renewal or extension meets the requirements set forth in the definition of Permitted Refinancing
First Lien Notes and (z) no Event of Default would result as a consequence of such issuance of
Permitted Refinancing First Lien Notes;




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




          (e) any extension, renewal, refunding (it being understood that the term “refunding” as used
herein shall apply to any proceeds from Indebtedness otherwise permitted to be incurred hereunder
which are irrevocably deposited in a segregated account for the purpose of retiring any






 









 







Indebtedness covered by this paragraph (e)) or replacement of any Senior Unsecured Indebtedness or
Subordinated Indebtedness referred to in any of paragraphs (b), (d), (e) or (j) of this Section
7.01, including any Guarantees of Subsidiaries in respect of such Indebtedness so long as (x) in
the case of all such Indebtedness, such extension, renewal, refunding or replacement does not
increase the principal amount of such Indebtedness other than an increase in the principal amount
of such Indebtedness due to the payment of premiums, fees and costs associated with any such
extension, renewal, refunding or replacement and no Event of Default would result as a consequence
of such extension, renewal, refunding or replacement, (y) in the case of any extension, renewal,
refunding or replacement of Subordinated Indebtedness, such Subordinated Indebtedness, as so
extended, renewed, refunded or replaced, would have been permitted to be issued on the date of such
extension, renewal, refunding or replacement under paragraph (b) above and (z) in the case of any
extension, renewal, refunding or replacement of Senior Unsecured Indebtedness incurred under
paragraph (j) below, such Senior Unsecured Indebtedness, as so extended, renewed, refunded or
replaced, would have been permitted to be issued on the date of such extension, renewal, refunding
or replacement under paragraph (b) above or (j) below (except that the requirements of clause
(j)(v) shall not apply to any such extension, renewal, refunding or replacement), as applicable;




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




          (g) Guarantees permitted under Section 7.03;




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




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




          (j) Indebtedness in respect of notes issued by the Company after the date hereof so long as
(i) no Default exists at the time of such issuance or would result therefrom, (ii) no installments
of principal of such notes shall be payable (whether by sinking fund payments, mandatory
redemptions or repurchases or otherwise) earlier than the date twelve months after the latest
maturity date for all Term Loans outstanding at the time such (without giving effect to the last
paragraph of Section 2.08(c)), (iii) the covenants, events of default and mandatory prepayment
requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise)
of such Indebtedness are not materially more restrictive than the corresponding provisions of the
Senior Notes Indenture, (iv) after giving effect to the issuance of such notes the Company shall be
in compliance with Section 7.09, (v) after giving effect to the issuance of such notes, the Senior
Debt Ratio would be less than 3.25 to 1.00, (vi) no Liens are created by the Company or any
Subsidiary to secure such Indebtedness and (vii) the Company furnishes to the Administrative Agent
on the date of such issuance a certificate of a Financial Officer demonstrating in reasonable
detail compliance with the foregoing conditions.




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




          (a) Liens created under the Security Documents;







 









 








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




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




          (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens, and
vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, arising
in the ordinary course of business which are not overdue for a period of more than 60 days or which
are being contested in good faith and by appropriate proceedings and Liens securing judgments
(including, without limitation, pre-judgment attachments) but only to the extent for an amount and
for a period not resulting in an Event of Default under Section 8(j) hereof;




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




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




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




          (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
$40,000,000;




          (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;




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




          (k) Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.01(c), so
long as at the time of the incurrence of such Indebtedness the holders of such Indebtedness (or a
representative thereof on behalf of such holders) shall have entered into a First Lien
Intercreditor Agreement with the Administrative Agent agreeing that such Liens are subject to the
terms thereof.







 









 








          SECTION 7.03. CONTINGENT LIABILITIES. The Company will not, and will not permit any
Restricted Subsidiary to, Guarantee the Indebtedness or other obligations of any Person, or
Guarantee the payment of dividends or other distributions upon the stock of, or the earnings of,
any Person, except:




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




          (b) Guarantees by the Company of Indebtedness or other obligations of any Subsidiary and by
any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other
Subsidiary, provided that, during any period when the Total Holdings Debt Ratio is greater
than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted
Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set
forth in Section 7.05(a)(i) upon Investments represented by such Guarantees;




          (c) Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other
obligations of Holdings permitted pursuant to the Holdings Guaranty and Pledge Agreement;
provided that (i) the aggregate principal amount of Guarantees under this Section 7.03(c)
(other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any
time and (ii) such Indebtedness or other obligation of Holdings guaranteed pursuant to this clause
(iii) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment
used or to be used by the Company and its Restricted Subsidiaries or (y) obligations of Holdings in
respect of surety bonds issued to support the business or operations of the Company and its
Restricted Subsidiaries;




          (d) 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 $15,000,000 outstanding in the aggregate;




          (e) Surety Bond Obligations incurred in the ordinary course of business;




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




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




          (h) Guarantees of Indebtedness permitted under Section 7.01.




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







 









 








          Notwithstanding the foregoing provisions of this Section 7.04:




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




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




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




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




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





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




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




     (iii) after giving effect to such Acquisition the Company shall be in compliance with
Section 7.09 (the determination of such compliance to be calculated on a pro forma basis, as
at the end of and for the period of four fiscal quarters most recently ended prior to the
date of such Acquisition for which financial statements of the Company and its Restricted
Subsidiaries are available, under the assumption that such Acquisition shall have occurred,
and any Indebtedness in connection therewith shall have been incurred, at the beginning of
the applicable period, and under the assumption that interest for such period had been equal
to the actual weighted average interest rate in effect for the Loans hereunder on the date
of such Acquisition) and, in the event that the aggregate amount of expenditures in respect
of such Acquisition shall exceed $100,000,000, the Company shall have delivered to the
Administrative Agent a certificate of a



 









 






Financial Officer showing calculations in reasonable detail to demonstrate compliance
with this subclause (iii); and




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



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




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




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





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




     (ii) Permitted Investments;




     (iii) operating deposit accounts with banks;




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




     (v) Investments consisting of (x) loans made by the Company to any Special Acquisition
Subsidiary, so long as (A) such loan is made to such Special Acquisition Subsidiary to
enable the repayment of Indebtedness assumed in connection with the acquisition referred to
in the definition of “Special Acquisition Subsidiary”, (B) no such loan shall be outstanding
for a period of more than five Business Days unless, prior to the expiration of such period,
such Special Acquisition Subsidiary shall have been contributed to the Company or a
Restricted Subsidiary and become a Wholly Owned Subsidiary of the Company and (C) the
aggregate principal amount of all such loans outstanding at any one time to all Special
Acquisition Subsidiaries shall not exceed $100,000,000 and (y) other Investments in
Affiliates not exceeding $50,000,000 at any one time outstanding;




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



 









 






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




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




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




     (x) Investments from the Cumulative Credit, so long as no Default has occurred or is
continuing and after giving effect thereto the Company would be in compliance with Section
7.09, the Senior Debt Ratio would be less than 3.25 to 1.0 and the Total Holdings Debt Ratio
would be less than 5.75 to 1.0.



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




          SECTION 7.06. RESTRICTED PAYMENTS. The Company will not, nor will it permit any of
its Restricted Subsidiaries to, declare or make any Restricted Payment at any time; other than:
(a) Restricted Payments may be made to Holdings in order to allow Holdings to pay dividends on its
Series AA Preferred Stock in any single fiscal year in an aggregate amount up to $500,000 (and such
dividend payments may be prefunded in an aggregate amount up to $2,000,000), so long as no Default
(other than a Default under clause (c) or (d) of Article VIII) shall have occurred and be
continuing; (b) Restricted Payments consisting of the retirement of employee stock options and
other Equity Rights upon the death, retirement or termination of employment of officers and
employees in an aggregate amount in any fiscal year not exceeding $3,000,000, so long as at the
time thereof and after giving effect thereto, no Default shall have occurred and be continuing; (c)
the entering into by the Company of Equity Hedging Arrangements, so long as the aggregate maximum
contingent or potential liability thereunder shall not on any date exceed $12,000,000 minus the
aggregate amount in fact paid by the Company under all Equity Hedging Arrangements during the
period commencing on the date hereof and ending on such date; (d) Restricted Payments by the
Company to enable Holdings to make payments in respect of Qualified Holdings Obligations; and (e)
so long as no Default has occurred or is continuing and if after giving effect thereto the Company
would be in compliance with Section 7.09, the Senior Debt Ratio would be less than 3.25 to 1.0 and
the Total Holdings Debt Ratio would be less than 5.75 to 1.0, Restricted Payments by the Company
from the Cumulative Credit.




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




          SECTION 7.07. TRANSACTIONS WITH AFFILIATES. Except as expressly permitted by this
Agreement, the Company will not, nor will it permit any of its Restricted Subsidiaries to, directly
or indirectly (a) make any Investment in an Affiliate; (b) transfer, sell, lease, assign or
otherwise dispose of any property to an Affiliate unless such transaction is effected in the
ordinary course of business and the fair market value of such property transferred, sold, leased,
assigned or otherwise disposed of in any transaction or series of related transactions is less than
or equal to $5,000,000 per fiscal year; (c) merge into or consolidate with an Affiliate, or
purchase or acquire property from an Affiliate unless such purchase or acquisition is effected in
the ordinary course of business, the fair market value of such






 









 







property purchased or acquired in any transaction or series of related transactions is less than
or equal to $5,000,000 per fiscal year and the consideration paid in connection therewith does not
exceed fair market value; or (d) enter into any other transaction directly or indirectly with or
for the benefit of an Affiliate (including, without limitation, guarantees and assumptions of
obligations of an Affiliate) unless such transaction is effected in the ordinary course of
business, the goods, services, obligations or other consideration that is the subject of such
transaction has a fair market value (or other appropriate value determined by reference to similar
transactions conducted on an arms’ length basis) less than or equal to $5,000,000 per fiscal year
and the consideration received (or paid) by the Company or the relevant Restricted Subsidiary, as
the case may be, is not less than (if received) or more than (if paid) the consideration that would
be received or paid, as the case may be, in a comparable transaction effected on an arms’ length
basis with a Person that is not an Affiliate; provided that:





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




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




     (iii) the Company and its Restricted Subsidiaries may make Acquisitions of Affiliates
so long as (x) the consideration paid in connection therewith does not exceed fair market
value, as determined by the disinterested members of the board of directors of the Company,
(y) in the case of Acquisitions involving consideration valued in excess of $1,000,000, the
Company or Restricted Subsidiary, as the case may be, shall have delivered a certificate of
an independent appraiser to such effect and (z) the aggregate amount of consideration for
all such Acquisitions after the date hereof, together with the aggregate amount of other
Investments in Affiliates permitted under Section 7.05(a)(v)(y), does not exceed
$50,000,000;




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




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



          SECTION 7.08. RESTRICTIVE AGREEMENTS. The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Company or any Restricted Subsidiary to create, incur or permit to exist any Lien
upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock or to make or
repay loans or advances to the Company or any other Restricted Subsidiary or to Guarantee
Indebtedness of the Company or any other Restricted Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law






 









 







or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions
imposed by the Senior Subordinated Notes Indentures, any New Senior Subordinated Notes Indenture,
any New Senior Notes Indenture or the Senior Notes Indenture (or any indenture governing Permitted
Refinancing First Lien Notes or any applicable governing agreement for any Refunding Indebtedness),
(iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof
identified on Schedule 7.08 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iv) the foregoing shall
not apply to customary restrictions and conditions contained in agreements relating to the sale of
a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (v)
clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (vi) clause (a) of the
foregoing shall not apply to customary provisions in leases and other contracts restricting the
assignment thereof.




          SECTION 7.09. CERTAIN FINANCIAL COVENANTS.




          (a) Total Holdings Debt Ratio. The Company will not permit the Total Holdings Debt
Ratio to exceed the following respective ratios at any time during the following respective
periods:




	 	 	 	 	 
	Period	 	Ratio	 
	Effective Date through and including September 29, 2010
	 	 	7.5 to 1.00	 
	Thereafter through and including March 30, 2011
	 	 	7.25 to 1.00	 
	Thereafter through and including December 30, 2011
	 	 	7.0 to 1.00	 
	Thereafter through and including March 30, 2012
	 	 	6.75 to 1.00	 
	Thereafter through and including March 30, 2013
	 	 	6.25 to 1.00	 
	Thereafter
	 	 	6.00 to 1.00	 






          (b) Senior Debt Ratio. The Company will not permit the Senior Debt Ratio to exceed
the following respective ratios at any time during the following respective periods:




	 	 	 	 	 
	Period	 	Ratio	 
	Effective Date through and including September 29, 2010
	 	 	4.00 to 1.00	 
	Thereafter through and including March 30, 2011
	 	 	3.75 to 1.00	 
	Thereafter through and including September 29, 2011
	 	 	3.50 to 1.00	 
	Thereafter through and including March 30, 2012
	 	 	3.25 to 1.00	 
	Thereafter through and including March 30, 2013
	 	 	3.00 to 1.00	 
	Thereafter
	 	 	2.75 to 1.00	 






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




          SECTION 7.10. LINES OF BUSINESS. Neither the Company nor any of its Subsidiaries
shall engage to any substantial extent in any line or lines of business activity which would cause






 









 







earnings from outdoor advertising, out of home media, logo signage and other activities
reasonably ancillary thereto to constitute less than 80% of EBITDA for any period.




          SECTION 7.11. REPAYMENTS OF CERTAIN INDEBTEDNESS. Except as set forth in Section
7.01(e), the Company will not, nor will it permit any of its Restricted Subsidiaries to, purchase,
redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or
other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any
voluntary payment or prepayment of the principal of or interest on, or any other amount owing in
respect of, any Subordinated Indebtedness, any Senior Notes, any Indebtedness issued under Section
7.01(j), any Senior Unsecured Indebtedness or any Refunding Indebtedness in respect of the
foregoing (herein, “Restricted Indebtedness”), except for (i) regularly scheduled payments
or prepayments of principal and interest in respect thereof required pursuant to the instruments
evidencing such Restricted Indebtedness, (ii) payments or prepayments made from the proceeds of
Refunding Indebtedness so long as (x) notice of redemption, payment or prepayment of the
Indebtedness to be paid shall have been given to the holders thereof or shall be given
substantially contemporaneously with the incurrence of such Refunding Indebtedness and (y) the
proceeds of such Refunding Indebtedness shall have been deposited into escrow with irrevocable
instructions to the escrow agent to apply such proceeds to the redemption of, or repurchase of,
such Indebtedness to be paid, (iii) additional payments or prepayments applied to the redemption
(or repurchase and immediate cancellation) of Restricted Indebtedness, so long as at the time
thereof and after giving effect thereto, (x) no Default shall have occurred and be continuing and
(y) the Senior Debt Ratio would be less than 3.25 to 1.




          SECTION 7.12. MODIFICATIONS OF CERTAIN DOCUMENTS. The Company will not, and will not
permit any of its Restricted Subsidiaries to, consent to any amendment or waiver of any of the
documents or agreements evidencing or governing any Senior Subordinated Notes, any Senior Notes or,
after the issuance thereof in accordance with the requirements of Section 7.01(b) or (c), as
applicable, any Refunding Indebtedness in a manner that is adverse in any material respect to the
Lenders. Without limiting the generality of the foregoing, except for Guarantees by Restricted
Subsidiaries of the Company required by the Senior Subordinated Notes Indentures, any New Senior
Subordinated Notes Indenture, any New Senior Notes Indenture or the Senior Notes Indentures, as the
case may be, the Company will not permit any Restricted Subsidiary to Guarantee any other
Subordinated Indebtedness without the prior consent of the Required Lenders.




ARTICLE VIII



EVENTS OF DEFAULT



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




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




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







 









 








          (c) the Company shall fail to observe or perform any covenant, condition or agreement
contained in Section 6.02, 6.03 (with respect to the Company’s existence), 6.09 or 6.10 or in
Article VII (other than Section 7.07 or 7.10); or Holdings shall fail to observe or perform any
covenant set forth in Article V of the Holdings Guaranty and Pledge Agreement;




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




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




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




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




          (h) the Company or any of its Restricted Subsidiaries shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Company or any of its Restricted Subsidiaries or for a substantial part of the assets of
any of them, (iv) file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any
action for the purpose of effecting any of the foregoing;




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




          (j) a final judgment or judgments for the payment of money in excess of $12,000,000 in the
aggregate for the Company and its Restricted Subsidiaries (exclusive of judgment amounts fully
covered by insurance where the insurer has admitted liability in respect of such judgment) or in
excess of $45,000,000 in the aggregate for the Company and its Restricted Subsidiaries (regardless
of insurance coverage) shall be rendered by one or more courts, administrative tribunals or other
bodies having jurisdiction against the Company or any of its Restricted Subsidiaries and the same
shall not be






 









 







discharged (or provision shall not be made for such discharge), or a stay of execution thereof
shall not be procured, within 60 days from the date of entry thereof and the Company or the
relevant Restricted Subsidiary shall not, within said period of 60 days, or such longer period
during which execution of the same shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal;




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




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




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





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




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




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




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




     (v) the occurrence of any “Change of Control” under and as defined in any Senior
Subordinated Notes Indenture, any New Senior Subordinated Notes Indenture, any New Senior
Notes Indenture or the Senior Notes Indenture (or any indenture governing Permitted
Refinancing First Lien Notes or any similar provision in the applicable governing agreement
for any Refunding Indebtedness);



 









 





          (n) Any of the following shall occur: (i) the Liens created by any Security Document 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, any Security Document shall for whatever reason be
terminated or shall cease to be in full force and effect; or (iii) the enforceability of any
Security Document shall be contested by any Credit Party party thereto; or




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



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




ARTICLE IX



THE ADMINISTRATIVE AGENT



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




          (b) The Administrative Agent 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 the Administrative Agent were not
the Administrative Agent, and the Administrative Agent 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.




          (c) The Administrative Agent shall not have any duties or obligations except those expressly
set forth in this Agreement and the other Loan Documents. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by this Agreement and the
other Loan Documents that the Administrative Agent is required to exercise as directed in writing
by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan
Documents, the Administrative Agent shall not have






 









 







any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Credit Party or any of their respective Subsidiaries that is communicated to or
obtained by the Administrative Agent 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 any
other specified number of Lenders, or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the Company or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
the other Loan Documents, (ii) the contents of any certificate, report or other document delivered
hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.




          (d) 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.




          (e) 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 a
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.




          (f) 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.




          (g) Subject to the appointment and acceptance of a successor Administrative Agent, as provided
in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Lenders and the Company. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Company, to appoint a successor Administrative Agent. If no
successor shall have been so appointed and shall have accepted such appointment within 30 days
after such retiring Administrative Agent gives notice of its resignation, then such retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor
Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent, by a successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents. The fees
payable by the Company to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Company and such succes sor.






 









 







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.




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




          (i) The Administrative Agent shall not be responsible for monitoring the existence or
performance of any Secured Cash Management Agreement or Secured Swap Agreement.




          (j) No Person named as a Co-Syndication Agent, Co-Documentation Agent, Joint Lead Arranger or
Joint Bookrunner in this Agreement shall have any rights (other than pursuant to Section 10.03(b))
or obligations under this Agreement or any other Loan Document in its capacity as such.




          (k) To the extent required by any applicable law, the Administrative Agent may withhold from
any payment to any Lender an amount equal to any applicable withholding tax. If the IRS or any
Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax
from any amount paid to or for the account of any Lender for any reason (including because the
appropriate form was not delivered or was not properly executed, or because such Lender failed to
notify the Administrative Agent of a change in circumstances that rendered the exemption from, or
reduction of, withholding tax ineffective), such Lender shall indemnify and hold harmless the
Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed
by the Borrowers and without limiting or expanding the obligation of the Borrowers to do so) for
all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise,
including any penalties, additions to tax or interest thereto, together with all expenses incurred,
including legal expenses and any out-of-pocket expenses, whether or not such tax was correctly or
legally imposed or asserted by the relevant Government Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under this Agreement or any
other Loan Document against any amount due to the Administrative Agent under this Article IX. The
agreements in this Article IX shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination
of the Loans and the repayment, satisfaction or discharge of all obligations under this Agreement.
Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation
to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from
funds paid for the account of such Lender. For purposes of this paragraph (k), the term “Lender”
includes any Issuing Lender.




ARTICLE X



MISCELLANEOUS



          SECTION 10.01. NOTICES.




          (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other






 









 







communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:





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




     (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002-6925, Attention of
Shadia Aminu (Telecopy No. (713) 750-2878), with a copy to JPMorgan Chase Bank, N.A., 383
Madison Avenue, 24th Floor, New York, New York 10179, Attention of Christophe Vohmann
(Telecopy No. (212) 270-5127); and




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



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




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




          SECTION 10.02. WAIVERS; AMENDMENTS.




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




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





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



 









 






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




     (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of expiration or
reduction of any Commitment, without the consent of each Lender affected thereby;




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




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




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




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


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




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




          Notwithstanding the foregoing, this Agreement may be amended with the written consent of the
Administrative Agent, the Loan Parties and the Lenders providing the relevant Replacement Term
Loans (as defined below) to permit the refinancing or modification of all outstanding Term Loans of
any Class (“Replaced Term Loans”) with a replacement term loan facility hereunder
(“Replacement Term Loans”), provided that (a) the aggregate principal amount of
such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term
Loans, (b) no Class of Term Loans of the Company shall be refinanced with any Replacement Term
Loans of a Subsidiary Borrower, (c) the Weighted Average Life to Maturity of such Replacement Term
Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Term Loans
at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans
(other than interest rates and fees) shall be substantially identical to, or less favorable to the
Lenders providing such Replacement Term Loans than, those applicable to such Replaced Term Loans,
except to the extent necessary to provide for covenants and other terms applicable to any period
after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.







 









 








          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Loan Parties and the Lenders providing the relevant
Replacement Revolving Credit Commitments (as defined below) to permit the replacement or
modification of all outstanding Revolving Credit Commitments (“Replaced Revolving Credit
Commitments”) or any previously established Class of Replacement Revolving Credit Commitments
with a replacement revolving credit facility hereunder (“Replacement Revolving Credit
Commitments”), provided that (a) the aggregate amount of such Replacement Revolving
Credit Commitments shall not exceed the aggregate amount of such Replaced Revolving Credit
Commitments, (b) such Replacement Revolving Credit Commitments shall not have a scheduled
termination prior to the scheduled termination of the Replaced Revolving Credit Commitments and (c)
all other terms applicable to such Replacement Revolving Credit Commitments (other than interest
rates and fees) shall be substantially identical to, or less favorable to the Lenders providing
such Replacement Revolving Credit Commitments than, those applicable to such Replaced Revolving
Credit Commitments, except to the extent necessary to provide for covenants and other terms
applicable to any period after the latest final maturity of the Term Loans.




          For purposes of this Section, the “scheduled date of payment” of any amount shall
refer to the date of payment of such amount specified in this Agreement, and shall not refer to a
date or other event specified for the mandatory or optional prepayment of such amount. In
addition, whenever a waiver, amendment or modification requires the consent of a Lender “adversely
affected” thereby, such waiver, amendment or modification shall, upon consent of such Lender,
become effective as to such Lender whether or not it becomes effective as to any other Lender, so
long as the Required Lenders consent to such waiver, amendment or modification as provided above.




          (c) Non-Consenting Lenders. If, in connection with any proposed amendment,
modification, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders
or all affected Lenders, the consent of the Required Lenders (and, to the extent any Proposed
Change requires the consent of Lenders of any Class pursuant to clause (v) of paragraph (b) of this
Section, the consent of the Required Lenders of such Class) to such Proposed Change is obtained,
but the consent of other Lenders whose consent is required is not obtained, any Lender whose
consent is required but has not been obtained shall be deemed a “Non-Consenting Lender” and
shall be subject to replacement at the election of the Borrowers pursuant to Section 2.17(b).




          (d) Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and
Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to
an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the
Administrative Agent with the consent of the Required Lenders, provided that, without the prior
consent of each Lender, the Administrative Agent shall not (except as provided herein or in the
Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all
or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge
Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional
obligations being secured by all or any substantial part of such collateral (unless the Lien for
such additional obligations shall be junior to the Lien in favor of the other obligations secured
by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the
Administrative Agent may consent to such junior Lien provided that it obtains the consent of the
Required Lenders thereto), alter the relative priorities of the obligations entitled to the
benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge
Agreement with respect to all or any substantial part of such collateral, except that no such
consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any
Lien covering property that is the subject of either a disposition of property permitted hereunder
or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity
interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor,
to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the
extent covering more than 65% of the






 









 







voting capital stock of such Foreign Subsidiary (it being understood that the Administrative
Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned
directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not
owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the
Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign
Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section
10.12.




          SECTION 10.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.




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




          (b) Indemnification by Credit Parties. The Obligors jointly and severally agree to
indemnify the Administrative Agent, each Issuing Lender and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, the other Loan Documents or any agreement or instrument
contemplated hereby, the performance by the parties hereto and thereto of their respective
obligations hereunder or thereunder or the consummation of the Transactions or any other
transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by an Issuing Lender to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Credit Party or any of their
subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of their
subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is





 












 





a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee; provided further that
the Initial Subsidiary Borrower shall not be required to make a payment under this section 10.03(b)
with respect to any Loan to the Company or to any Domestic Subsidiary.



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


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


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


          SECTION 10.04. SUCCESSORS AND ASSIGNS.


          (a) Successors Generally. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns permitted
hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that
(i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without
the prior consent of each Lender (and any attempted assignment or transfer by any Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
express or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of an Issuing
Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.




     (b) Assignments by Lenders.




     (i) Assignments Generally. Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights
and obligations



 









 






under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent of:




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




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




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




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




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




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




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




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




     (E) no assignment shall be permitted to be made to the Company or any of its Affiliates
except that so long as (i) no Default has occurred and is continuing, and (ii) after giving
effect to such assignment (x) the Senior Debt Ratio would be less than 3.25 to 1.0 and (y)
the Company would have Available Liquidity of at least $100,000,000, a Lender may assign
Term Loans to the Borrower which has borrowed such Term Loans; provided that,
notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by
any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have
been prepaid and shall no longer be outstanding for purposes of this Agreement and any such
prepayment shall effect a pro rata reduction of the remaining scheduled amortization
payments in respect of the applicable Class of Term Loans.




     (iii) Effectiveness of Assignments. Subject to acceptance and recording
thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto
and, to the extent of the



 









 






interest assigned by such Assignment and Assumption, have the rights and obligations of
a Lender under this Agreement in addition to any rights and obligations theretofore held by
it as a Lender, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and
10.03). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph (b) shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.




     (iv) Maintenance of Register. The Administrative Agent, acting for this
purpose as an agent of the Company, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal and interest amounts of
the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive, and the Company,
the Administrative Agent, the Issuing Lenders and the Lenders shall 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 any Borrower, any Issuing Lender and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.




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




     (c) Participations.




     (i) Participations Generally. Any Lender may, without the consent of the
Company, the Administrative Agent or the Issuing Lenders, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (A) such Lender’s obligations under this Agreement shall
remain unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Company, the Administrative
Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 10.02(b), or the first proviso to Section
10.02(d), that affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Company agrees that each Participant shall be entitled to the benefits of Sections 2.13,
2.14 and 2.15 (subject to the requirements and limitations of such Sections, including the
documentation requirements of Section



 









 






2.15(e), and Section 2.17) to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided that such Participant agrees to be subject to
Section 2.16(c) as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency
being solely for tax purposes), maintain a register on which it enters the name and address
of each Participant and the principal amounts (and interest amounts) of each Participant’s
interest in the Loans or other obligations under this Agreement (the “Participant
Register”). The entries in the Participant Register shall be conclusive and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of
such participation for all purposes of this Agreement notwithstanding any notice to the
contrary.




     (ii) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the
Company’s prior written consent (not to be unreasonably withheld).


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


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


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



 









 








thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this
Agreement.



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


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


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


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


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


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


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



 









 







          SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10.10.


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


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




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




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




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



then, and in any of such events, the Administrative Agent shall, upon request of the Company (and
upon the receipt by the Administrative Agent of such evidence as the Administrative Agent may
reasonably request to establish that such sale, merger, consolidation or designation is permitted
by the terms of this Agreement), terminate the Guarantee of such Subsidiary under Article III,
release any Lien granted by such Subsidiary and authorize the Administrative Agent to release the
Lien created by the Pledge Agreement on any capital stock or other properties or assets of such
Subsidiary (it being understood that, in the case of any release of the Guarantee and Liens on
assets or capital stock of a Restricted Subsidiary that is to be designated as an Unrestricted
Subsidiary, the Administrative Agent may condition the effectiveness of such release upon the
delivery to the respective trustees under the Senior Subordinated Notes Indentures and the Senior
Notes Indentures (or any Permitted Refinancing First Lien Notes indenture or any agreement relating
to any Refunding Indebtedness) of the documents required pursuant thereto to effect the release of
such Restricted Subsidiary from its Guarantee thereunder).



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


          SECTION 10.14. DELIVERY OF LENDER ADDENDA. Each initial Lender shall become a party to this
Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender
and the Borrowers and, by executing its Lender Addendum, each such Lender




 









 








agrees to be bound by the provisions hereof with the Commitments set forth opposite its name
in such Lender Addendum.



          SECTION 10.15. USA PATRIOT ACT. Each Lender hereby notifies the Company that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law October 26,
2001)), such Lender may be required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of the Borrowers and other information
that will allow such Lender to identify the Borrowers in accordance with said Act.



[Signature Pages Follow]






 









 







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



	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	/s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice-President /
Chief Financial Officer 	 
	 
	 	LAMAR ADVERTISING OF PUERTO RICO, INC.

 	 
	 	By:  	/s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice-President / Treasurer 	 



 









 








	 	 	 	 	 
	 	SUBSIDIARY GUARANTORS




AMERICAN SIGNS, INC.

COLORADO LOGOS, INC.

FLORIDA LOGOS, INC.

KANSAS LOGOS, INC.

LAMAR ADVERTISING OF

COLORADO SPRINGS, INC.

LAMAR ADVERTISING OF KENTUCKY, INC.

LAMAR ADVERTISING OF MICHIGAN, INC.

LAMAR ADVERTISING OF OKLAHOMA, INC.

LAMAR ADVERTISING OF SOUTH DAKOTA, INC.

LAMAR ADVERTISING OF YOUNGSTOWN, INC.

LAMAR ADVERTISING SOUTHWEST, INC.

LAMAR BENCHES, INC.

LAMAR DOA TENNESSEE HOLDINGS, INC.

LAMAR DOA TENNESSEE, INC.

LAMAR ELECTRICAL, INC.

LAMAR FLORIDA, INC.

LAMAR I-40 WEST, INC.

LAMAR OBIE CORPORATION

LAMAR OCI NORTH CORPORATION

LAMAR OCI SOUTH CORPORATION

LAMAR OHIO OUTDOOR HOLDING CORP.

LAMAR OKLAHOMA HOLDING COMPANY, INC.

LAMAR PENSACOLA TRANSIT, INC.

MICHIGAN LOGOS, INC.

MINNESOTA LOGOS, INC.

NEBRASKA LOGOS, INC.

NEVADA LOGOS, INC.

NEW MEXICO LOGOS, INC.

O. B. WALLS, INC.

OHIO LOGOS, INC.

OUTDOOR MARKETING SYSTEMS, INC.

PREMERE OUTDOOR, INC.

SOUTH CAROLINA LOGOS, INC.

TENNESSEE LOGOS, INC.

TLC PROPERTIES II, INC.

TLC PROPERTIES, INC.

UTAH LOGOS, INC.

 
	 	By:  	/s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 



 









 






	 	 	 	 	 



DELAWARE LOGOS, L.L.C.

GEORGIA LOGOS, L.L.C.

KENTUCKY LOGOS, LLC

LOUISIANA INTERSTATE LOGOS, L.L.C.

MAINE LOGOS, L.L.C.

MISSISSIPPI LOGOS, L.L.C.

MISSOURI LOGOS, LLC

NEW JERSEY LOGOS, L.L.C.

OKLAHOMA LOGOS, L.L.C.

PENNSYLVANIA LOGOS, LLC

VIRGINIA LOGOS, LLC

WASHINGTON LOGOS, L.L.C.




	 	 	 	 	 

	 

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

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	        /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/ 

Chief Financial Officer 	 
	 



INTERSTATE LOGOS, L.L.C.

THE LAMAR COMPANY, L.L.C.




	 	 	 	 	 

	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



LAMAR ADVERTISING OF LOUISIANA, L.L.C.

LAMAR ADVERTISING OF PENN, LLC

LAMAR TENNESSEE, L.L.C.

LC BILLBOARD L.L.C.




	 	 	 	 	 

	 

	 	By:
	 	The Lamar Company, L.L.C.,
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 



 









 






	 	 	 	 	 



LAMAR TEXAS LIMITED PARTNERSHIP




	 	 	 	 	 

	 

	 	By:
	 	The Lamar Company, L.L.C.,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



TLC FARMS, L.L.C.

TLC PROPERTIES, L.L.C.




	 	 	 	 	 

	 

	 	By:
	 	TLC Properties, Inc., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



OUTDOOR PROMOTIONS WEST, LLC

TRIUMPH OUTDOOR RHODE ISLAND, LLC




	 	 	 	 	 

	 

	 	By:
	 	Triumph Outdoor Holdings, LLC,
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Central Outdoor, LLC,
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 



 









 






	 	 	 	 	 



LAMAR ADVANTAGE GP COMPANY, LLC

LAMAR ADVANTAGE LP COMPANY, LLC

TRIUMPH OUTDOOR HOLDINGS, LLC




	 	 	 	 	 

	 

	 	By:
	 	Lamar Central Outdoor, LLC,
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



LAMAR CENTRAL OUTDOOR, LLC




	 	 	 	 	 

	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 



LAMAR AIR, L.L.C.




	 	 	 	 	 

	 

	 	By:
	 	The Lamar Company, L.L.C.,
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



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




	 	 	 	 	 

	 

	 	By:
	 	Lamar Advertising of Youngstown, Inc.,
	 

	 	 	 	its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 



 









 






	 	 	 	 	 



OUTDOOR MARKETING SYSTEMS, L.L.C.




	 	 	 	 	 

	 

	 	By:
	 	Outdoor Marketing Systems, Inc.,
	 

	 	 	 	its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	            /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



OBIE BILLBOARD LLC




	 	 	 	 	 

	 

	 	By:
	 	Lamar Obie Corporation, its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



TEXAS LOGOS, L.P.




	 	 	 	 	 

	 

	 	By:
	 	Oklahoma Logos, L.L.C., its General Partner
	 
	 	 	 	 
	 

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

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	        /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 
	 



LAMAR ADVANTAGE HOLDING COMPANY




	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 



 









 






	 	 	 	 	 



LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.




	 	 	 	 	 

	 

	 	By:
	 	Lamar Advantage GP Company, LLC,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Central Outdoor, LLC,
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Lamar Media Corp., its Managing Member






	 	 	 	 	 
	 	 	 
	 	By:  	          /s/ Keith A . Istre
 	 
	 	 	Name:  	Keith A. Istre 	 
	 	 	Title:  	Executive Vice President/

Chief Financial Officer 	 



 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT




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

 	 
	 	By:  	/s/ Christophe Vohmann
 	 
	 	 	Name:  	Christophe Vohmann 	 
	 	 	Title:  	Executive Director 	 
	 



Signature Page to the Credit Agreement





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Lender and 

Issuing Lender

 	 
	 	By:  	/s/ Christophe Vohmann
 	 
	 	 	Name:  	Christophe Vohmann 	 
	 	 	Title:  	Executive Director 	 
	 



Signature Page to the Credit Agreement




 









 








	 	 	 	 	 
	 	The Royal Bank of Scotland, plc, as a Lender

 	 
	 	By:  	/s/ Matthew Pennachio
 	 
	 	 	Name:  	Matthew Pennachio 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SunTrust Bank, as a Lender

 	 
	 	By:  	/s/ Kevin Curtin
 	 
	 	 	Name:  	Kevin Curtin 	 
	 	 	Title:  	Vice President 	 



 









 








	 	 	 	 	 
	 	Credit Agricole Corporate and Investment Bank, 
as
a Lender

 	 
	 	By:  	/s/ Brian Myers
 	 
	 	 	Name:  	Brian Myers 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	               /s/ David Cagle
 	 
	 	 	Name:  	David Cagle 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	WHITNEY NATIONAL BANK, 

as
a Lender

 	 
	 	By:  	/s/ J. Greg Scott
 	 
	 	 	Name:  	J. Greg Scott 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	Bank of America, N.A., 

as
a Lender

 	 
	 	By:  	/s/ Gregory C. Badger
 	 
	 	 	Name:  	Gregory C. Badger 	 
	 	 	Title:  	S.V.P. 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	The Bank of Nova Scotia, 

as
a Lender

 	 
	 	By:  	/s/ Brenda S. Insull
 	 
	 	 	Name:  	Brenda S. Insull 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	Scotiabanc Inc., 

as
a Lender

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	U.S. Bank National Association,

as a Lender

 	 
	 	By:  	/s/ Gregory D. Knudsen
 	 
	 	 	Name:  	Gregory D. Knudsen 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to the Credit Agreement







 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Kyle R. Holtz
 	 
	 	 	Name:  	Kyle R. Holtz 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation,

as a Lender

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	COMPASS BANK,

as a Lender

 	 
	 	By:  	/s/ Collis Sanders
 	 
	 	 	Name:  	Collis Sanders 	 
	 	 	Title:  	Executive Vice President 	 
	 



Signature Page to the Credit Agreement








 









 








	 	 	 	 	 
	 	ING Capital LLC,

as a Lender

 	 
	 	By:  	/s/ William James
 	 
	 	 	Name:  	William James 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to the Credit Agreement





 











 





EXHIBIT A




[Form of Assignment and Assumption]




ASSIGNMENT AND ASSUMPTION


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


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



	 	 	 	 	 	 	 

	1. Assignor:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	2. Assignee:
	 	 	 	 	 	 
	 	 	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 	 	 
	3. Borrower:	 	[Lamar Media Corp.][Name of Subsidiary Borrower]
	 
	 	 	 	 	 	 
	4. Administrative Agent:	 	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement








 




			
	1	 	Select as applicable.





Assignment and Assumption







 









 








	 	 	 	 	 	 	 

	5. Credit Agreement:	 	The $1,125,000,000 Credit Agreement dated as of April
28, 2010 between Lamar Media Corp., Lamar Advertising
of Puerto Rico, Inc., each Additional Subsidiary Borrower
that may become a party thereto, certain Subsidiary
Guarantors party thereto, the Lenders parties thereto
and JPMorgan Chase Bank, N.A., as Administrative
Agent
	6. Assigned Interest:
	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of 	 	 	Amount of	 	 	 	 
	 	 	Commitment/Loans 	 	 	Commitment/Loans	 	 	Percentage Assigned of	 
	Facility Assigned2	 	for all Lenders	 	 	Assigned	 	 	Commitment/Loans3	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 






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




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




	 	 	 	 	 
	 	ASSIGNOR





[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE





[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




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





Assignment and Assumption




- 2 -









 








	 	 	 	 	 

	[Consented to and]4 Accepted:
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A., as 

Administrative Agent
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	[Consented to:]5
	 
	 	 	 	 
	[ISSUING LENDER], as 

an Issuing Lender
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 
	 
	 	 	 	 
	LAMAR MEDIA CORP.
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 








 




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





Assignment and Assumption




- 3 -









 








ANNEX 1




$1,125,000,000 CREDIT AGREEMENT DATED AS OF APRIL 28, 2010

BETWEEN LAMAR MEDIA CORP., LAMAR ADVERTISING OF PUERTO RICO, INC., EACH ADDITIONAL SUBSIDIARY

BORROWER THAT MAY BECOME A PARTY THERETO, CERTAIN SUBSIDIARY GUARANTORS PARTY THERETO, CERTAIN

LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



          1. Representations and Warranties.


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


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


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



 









 







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



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EXHIBIT B-1




[FORM OF OPINION OF COUNSEL TO THE CREDIT PARTIES]




April [ ], 2010




To the Lenders and the Administrative Agent

referred to below

c/o JPMorgan Chase Bank, N.A. as

Administrative Agent

383 Madison Avenue

New York, NY 10179




Ladies and Gentlemen:




     We have acted as counsel to Lamar Advertising Company, a Delaware corporation
(“Holdings”), Lamar Media Corp., a Delaware corporation (the “Company”), and the
Subsidiary Guarantors (as defined in the Credit Agreement, and together with Holdings and the
Company, the “Domestic Credit Parties”) in connection with the Credit Agreement dated as of
April [ ], 2010 (the “Credit Agreement”) among the Company, Lamar Advertising of Puerto
Rico, Inc., as Subsidiary Borrower, the Subsidiary Guarantors, the banks and other financial
institutions identified therein as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A.
(the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as
defined therein. This opinion is being delivered pursuant to Article 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 Holdings Guaranty and Pledge Agreement;


          (c) the Pledge Agreement; and


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


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


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



 









 







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


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


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


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


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


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


          2. Each Domestic Credit Party has all requisite corporate or other power to execute and
deliver, and to perform its obligations under, the Credit Documents to which it is a party.


          3. The execution, delivery and performance by each Domestic Credit Party of each Credit
Document to which it is a party have been duly authorized by all necessary corporate or other
action on the part of such Domestic Credit Party.


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


          5. Under Louisiana conflict of laws principles, the stated choice of New York law to govern
the Credit Documents will be honored by the courts of the State of Louisiana and the Credit
Documents will be construed in accordance with, and will be treated as being governed by, the law
of the State of New York, except to the extent the result obtained from applying New York law would
be contrary to the public policy of the State of Louisiana, provided, however, that we have no
knowledge of any Louisiana public policy interest which could reasonably be expected to result in
the application of Louisiana law to the Credit Documents. However, if the Credit Documents were
stated to be governed by and construed in accordance with the law of the State of Louisiana, or if
a Louisiana court were to apply the law of the State of Louisiana to the Credit Documents, each
Credit Document would nevertheless constitute the legal, valid and binding obligation of each
Domestic Credit Party party thereto, enforceable against such Domestic Credit Party in accordance
with its terms, except as may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights of creditors
generally and except as the enforceability of the Credit Documents is



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subject to the application of general principles of equity (regardless of whether considered in a
proceeding in equity or at law) and the corresponding discretion of the court before which the
proceedings may be brought, including, without limitation, (a) the possible unavailability of
specific performance, injunctive relief or any other equitable remedy and (b) concepts of
materiality, reasonableness, good faith and fair dealing.



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


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


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


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


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



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respect of such Domestic Credit Party may be limited by Section 552 of the Bankruptcy Code. For
purposes of this opinion letter, “Bankruptcy Code” means Title 11 of the United States Code
(Bankruptcy) 11 U.S.C. § 101 et. seq.



          11. If the Holdings Guaranty and Pledge Agreement was stated to be governed by and construed
in accordance with the law of the State of Louisiana, or if a Louisiana court were to apply the law
of the State of Louisiana to the Holdings Guaranty and Pledge Agreement, the Holdings Guaranty and
Pledge Agreement, would be effective to create, in favor of the Administrative Agent for the
benefit of the Administrative Agent and the Secured Parties (as defined in the Holdings Guaranty
and Pledge Agreement), a valid security interest under the UCC in all of the right, title and
interest of Holdings in, to and under the Pledged Stock (as defined the Holdings Guaranty and
Pledge Agreement) as collateral security for the payment when due of the Secured Obligations (as
defined in the Holdings Guaranty and Pledge Agreement), except that (a) such security interest will
continue in Collateral (as defined in the Holdings Guaranty and Pledge Agreement) after its sale,
exchange or other disposition and in any proceeds thereof only to the extent provided in Section
9-315 of the UCC and (b) such security interest in any portion of such Collateral in which Holdings
acquires rights after the commencement of a case under the Bankruptcy Code in respect of Holdings
may be limited by Section 552 of the Bankruptcy Code. Upon filing each of the financing statements
attached hereto as Exhibit A in the UCC records maintained by the East Baton Rouge Parish Clerk of
Court, solely with respect to each Domestic Credit Party reflected as “Debtor” under such
respective financing statements, the security interest created in the Collateral (as such term is
defined in the Pledge Agreement and the Holdings Guaranty and Pledge Agreement) pursuant to the
Pledge Agreement and the Holdings Guaranty and Pledge Agreement, in favor of the Collateral Agent
for the benefit of the Secured Parties, will be perfected to the extent that the filing of a
financing statement under the provisions of the UCC is effective to perfect a security interest in
such Collateral.


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


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


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


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


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



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          (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) 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.


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


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


          (E) We wish to point out that the obligations of the Securing Parties under the Pledge
Agreement, and the rights and remedies of the Administrative Agent under the Pledge Agreement may
be subject to possible limitations upon the exercise of remedial or procedural provisions contained
therein, 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 inadequate for the practical
realization of the substantive benefits purported to be provided to the Administrative Agent and
the Secured Parties by the Pledge Agreement.


          (F) We express no opinion as to (i) the existence of, or the right, title or interest of any
Securing Party (as defined in the Pledge Agreement) in, to or under, or the assignability of, any
of the Collateral (as defined in the Pledge Agreement), (ii) the creation of a security interest in
Collateral which is classified as immovable property under Louisiana law, and (iii) except as
expressly provided in paragraphs 10, 11, 12 and 13 above, we express no opinion as to the creation,
perfection or priority of any security interest in any Collateral (as so defined).


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


          (H) In respect of the opinions expressed in paragraph 5 above, we express no opinion as to the
enforceability under Louisiana law as to provisions of the Credit Agreement that: (a) bind the
Subsidiary Guarantors, respectively, as principal obligors in respect of the Guaranteed Obligations
or (b) preserve the obligations of the Subsidiary Guarantors despite any modification of the
Guaranteed Obligations in a manner prejudicial to the Subsidiary Guarantors without their consent
or the illegality,



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invalidity or unenforceability of the principal obligations against the Company for reasons other
than its bankruptcy or incapacity. We express no opinion concerning any waiver of the right of
subrogation by any guarantor of the Guaranteed Obligations. We note that certain actions of the
Lenders, such as actions which impair rights of subrogation and actions which create defenses to
payment with respect to the Guaranteed Obligations, could limit the Lenders’ recovery from the
Subsidiary Guarantors, in whole or in part. We express no opinion as to whether the guaranties
will be effective with respect to any Guaranteed Obligations extended or committed by the Lenders
after the date on which the Lenders receive notice from one or more of the Subsidiary Guarantors
that such guarantor is terminating its guaranty of the Guaranteed Obligations, except for interest
on previously extended principal advances, attorney’s and collection fees in connection with
collection of such amounts, and amounts that the Lenders are obligated to advance following such
termination, as provided in Louisiana Civil Code article 3061.



          (I) We express no opinions as to the enforceability of any provision contained in the Pledge
Agreement which purports to grant the Securing Parties self-help remedies in respect of Collateral
located in the state of Louisiana. Furthermore, we express no opinion as to the availability of
executory process, as opposed to ordinary process, under Louisiana law.


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


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


          (L) The opinions expressed herein as of the date hereof, and except as may otherwise be
provided herein, we have no obligation to advise you as to any change in the matters, factual,
legal or otherwise, set forth herein after the date of this letter. Without limitation of the
foregoing, our opinions in paragraphs 9 and 10 are limited to the Credit Documents and Senior
Subordinated Notes Indentures as in effect as of the date hereof.


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


          At the request of our clients, this opinion letter is provided to you by us in our capacity as
counsel to the Domestic 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,





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EXHIBIT B-2




[FORM OF OPINION OF PUERTO RICO COUNSEL TO THE SUBSIDIARY BORROWER]




April [      ], 2010




To the Lenders and the Administrative
     Agent
Referred to Below

c/o JPMorgan Chase Bank, N.A., as
      Administrative
Agent

383 Madison Avenue

New York, New York 10179



Dear Sirs:




     We have acted as special counsel for Lamar Advertising of Puerto Rico, Inc., a Puerto Rico
corporation (“Lamar PR”), in connection with the Credit Agreement dated as of April [ ], 2010 (the
“Credit Agreement”), among Lamar Media Corp., a Delaware corporation, Lamar PR, the banks and other
financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as
Administrative Agent.



     In the preparation of this opinion, we have examined the Credit Agreement, the supporting
documents listed in Schedule 1 hereto (the “Supporting Documents”) and such certificates,
notifications, agreements, documents and other papers of Lamar PR and have made such other
inquiries and such examination of the laws of the Commonwealth of Puerto Rico as we have deemed
appropriate and necessary.



     This opinion is being delivered at the request of Lamar PR, pursuant to Section 5.01(c) of the
Credit Agreement. Except for the capitalized terms defined herein, other capitalized terms used
herein which are defined in the Credit Agreement shall have, for reference purposes, the respective
meanings set forth in the Credit Agreement.



     In our examination of the Credit Agreement, we have assumed without independent investigation,
the genuineness of all signatures and the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, the authenticity of the
originals of such documents and that the documents submitted to us have not been amended and will
not be amended at any time relevant to the opinions expressed herein. As to any facts material to
the opinions expressed below, we have made no independent investigation or inquiry and have relied
upon the warranties and representations contained in the Credit Agreement.



     We have further assumed with your permission and without independent investigation: (i) that,
except as to Lamar PR, all other parties to the Credit Agreement are duly organized and validly
existing in the jurisdictions in which they were organized and are duly qualified to transact
business as foreign corporations and in good standing in the jurisdictions in which they transact
business (other than the Commonwealth of Puerto Rico); (ii) the due execution and delivery of the
Credit Agreement by all parties thereto; (iii) except as to Lamar PR, the full legal power and
authority of the other parties thereto to execute, deliver and perform their obligations under the
Credit Agreement; (iv) other than in respect to Lamar PR, the legality, validity, binding effect
and enforceability of the Credit Agreement as to all other parties thereto; and (v) the fulfillment
of, and compliance by, the parties thereto with all the terms and conditions of the Credit
Agreement and the accuracy of all representations and warranties contained therein and in the
Supporting Documents.



 









 





     Our opinion is also subject to the following additional limitations, assumptions and
qualifications:



          (a) The enforceability of indemnification provisions contained in the Credit Agreement may be
limited by laws rendering unenforceable indemnification contrary to federal or Commonwealth of
Puerto Rico laws and the public policy underlying such laws, and laws limiting the enforceability
of provisions exculpating or exempting a party from, or requiring indemnification of a party for,
its own action or inaction, to the extent such action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct; provided however, that the inclusion of such
indemnification provisions in the Credit Agreement will not render such document invalid as a
whole.




          (b) The validity or enforceability of provisions waiving (expressly or by implication)
defenses or rights granted by laws (including the waiver of a jury trial), where such waivers are
against public policy or public order, may be limited or rendered unenforceable under applicable
Commonwealth of Puerto Rico laws or judicial decisions. We express no opinion as to the legality,
validity or enforceability of any provision contained in the Credit Agreement relating to
(i) waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue,
(ii) waivers of rights to (or methods of) service of process, or rights to trial by jury, or other
rights or benefits bestowed by operation of law, (iii) waivers of any applicable defenses, setoffs,
recoupment, or counterclaims, or (iv) exculpation or exoneration clauses, indemnity clauses, and
clauses relating to releases or waivers of unmatured claims or rights.




          (c) The availability of the remedy of specific performance, of injunctive relief, or of any
equitable remedy, is subject to the discretion of the court before which any proceedings thereof
may be brought, and we are not rendering an opinion on the question of whether such remedies would
be available.




          (d) The enforceability of any agreements or obligations of Lamar PR may be limited by
bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws and rules of
law, affecting the enforcement generally of creditors’ rights and remedies (including such as may
deny giving effect to waivers of debtors’ or guarantors’ rights).




          (e) This opinion is limited to the laws of the Commonwealth of Puerto Rico. We express no
opinion as to United States federal laws, whether or not applicable in the Commonwealth of Puerto
Rico, to laws of jurisdictions other than the Commonwealth of Puerto Rico, or to any other laws of
any other jurisdiction or compliance therewith by Lamar PR or any party. The opinions expressed
herein are as of the date hereof and we assume no obligation to update or supplement such opinions
to reflect any fact or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur. We express no opinion as to the effect of events occurring, circumstances
arising, or changes of law, ordinance, statute, code, regulation, order, standard, policy,
interpretation, restriction or rule becoming effective or occurring, after the date hereof on the
matters addressed in this opinion letter and we assume no responsibility to inform you of
additional or changed facts, or changes in law, ordinance, statute, code, regulation, order,
standard, policy, interpretation, restriction or rule of which we may become aware, nor do we
assume any obligation to update or supplement our opinions herein.




          (f) Although the Credit Agreement provides that it will be governed by the laws of the State
of New York, we assume for purposes of this opinion that (i) the Credit Agreement will be governed
by the laws of Puerto Rico, without reference to conflict of laws provisions; and (ii) the Credit
Agreement is valid and enforceable under the laws of the State of New York.




          (g) Our opinion is not a prediction of what a particular court (including any appellate court)
would hold, but, instead, is our opinion as to the proper result to be reached by a court applying
existing legal rules to the facts as properly found after appropriate briefing and argument. This
opinion letter is not a guaranty, warranty or representation, but is merely our informed judgment
as to specific questions of law.







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          (h) Unless otherwise specified, the words “herein,” “hereof” and the like shall refer to this
entire opinion letter and not merely to the paragraph in which it is used.




     Whenever any opinion herein with respect to the existence or absence of facts is indicated to
be based on our knowledge or awareness, it is based on the representations and warranties contained
in the Credit Agreement and the Supporting Documents without any independent investigation on our
part and is intended to signify that in connection with our representation of Lamar PR, no
information has been specifically disclosed to us by Lamar PR which would give us actual knowledge
of the existence or absence of such facts. Furthermore the “knowledge” referred to in this opinion
is solely the actual knowledge of the attorneys of our firm who have worked on substantive matters
in respect to the Credit Agreement and with respect to Lamar PR and does not include constructive
knowledge nor the knowledge of the other attorneys in our firm.



     Based upon and subject to the foregoing and the further qualifications set forth below, we are
of the opinion as of the date hereof that:



     1. Lamar PR is a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Puerto Rico.



     2. Lamar PR has all requisite corporate or other power to execute and deliver, and to perform
its obligations under, the Credit Agreement.



     3. The execution, delivery and performance by Lamar PR of the Credit Agreement has been duly
authorized by all necessary corporate or other action on the part of Lamar PR.



     4. The Credit Agreement has been duly authorized, executed and delivered by Lamar PR, and upon
its execution it will constitute a valid and binding obligation of Lamar PR.



     5. Under the conflict of law principles of the Commonwealth of Puerto Rico, the choice of law
of the State of New York to govern the Credit Agreement stated to be governed by the laws of the
State of New York will be honored by a court of law of the Commonwealth of Puerto Rico and such
Credit Agreement will be construed by such court in accordance with, and will be treated by such
court as being governed by, the laws of the State of New York with respect to a particular issue if
such court finds that (i) there are substantial contacts between the transaction thereunder and New
York, and (ii) with respect to such issue, application of the laws of New York to such issue would
not be contrary to the public policy or public order of the Commonwealth of Puerto Rico.



     6. The execution, delivery and performance of the Credit Agreement by Lamar PR do not require
(i) any registration, declaration or filing under any Puerto Rico statute, rule or regulation, (ii)
to the best of our knowledge, without inquiry, any consent, approval, authorization or order of any
Puerto Rico court, tribunal or similar body, or (iii) any consent, approval, authorization or order
of any Puerto Rico governmental agency or regulatory body.



     7. The execution, delivery and performance by Lamar PR of, and the consummation by Lamar PR of
the transactions contemplated by, the Credit Agreement do not and will not (a) violate any
provision of the articles or by-laws of Lamar PR, or (b) violate any applicable Puerto Rican law,
rule or regulation.



     8. We have no knowledge 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
Lamar PR or any of their respective properties that if adversely determined, could have a Material
Adverse Effect.



     9. To the extent enforceability is governed by Puerto Rico law, the Credit Agreement is in
proper legal form under the laws of Puerto Rico for the enforcement thereof against it, and all
formalities required in Puerto Rico for the validity and enforceability of the Credit Agreement
(including any necessary registration, recording or filing with any court or other authority in
such jurisdiction) have been



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accomplished, and no intangible or documentary stamp taxes, recording taxes, transfer taxes or
similar charges, are payable to any governmental or regulatory agency or authority of the
Commonwealth of Puerto Rico solely on account of the execution, delivery or performance by Lamar PR
of the Credit Agreement.




     With your permission, the foregoing opinions are subject to the following assumptions,
limitations, qualifications and exceptions:



          (a) The enforceability of the provisions of the Credit Agreement is subject to the effects of
bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, moratorium and other
similar laws relating to or affecting creditors’ moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether considered in a
proceeding in equity or at law), and concepts of materiality, reasonableness, good faith and fair
dealing.




          (b) The remedies of specific performance and injunctive relief, and any other equitable
remedies, are subject to judicial discretion.




          (c) We express no opinion as to: (i) any provisions contained in the Credit Agreement that
purport to establish (or may be construed to establish) evidentiary standards; (ii) any waivers,
estoppels or releases not permitted under applicable law or which are against public policy or
public order, including, without limitation, waiver of the defense of extinction of obligations by
novation; (iii) any provisions contained in the Credit Agreement exculpating or exempting a party
from liability from, or requiring indemnification of a party for, its own action or inaction, to
the extent such action or inaction involves negligence, recklessness or willful or unlawful
conduct; (iv) any provisions in the Credit Agreement which provide that terms may not be waived,
amended or modified except in writing; (v) any provisions contained in the Credit Agreement
pursuant to which any entity appoints the Secured Parties or any other Person or entity as its
attorney-in-fact; and (vi) the enforceability of the Credit Agreement with respect to any successor
or assign of the Secured Parties and/or any other Person which does not specifically agree to be
bound by the Credit Agreement.




     This opinion is provided to you as a legal opinion only and not as a guaranty or warranty of
the transaction or obligations contemplated under the Credit Agreement.



     This opinion is being rendered solely for your benefit. This opinion may not be published,
communicated or otherwise made available, in whole or in part, to any other Person, including any
prospective participant and/or assignee, without in each instance, our specific prior written
consent. Upon your written request, we will furnish reliance letters to any of your successors and
assigns or any participant stating that each such party may rely on this opinion letter as if this
opinion letter was originally addressed to them, it being understood that any such reliance letter
shall not be deemed to have changed the effective date of this opinion letter.


Very truly yours,







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EXHIBIT B-3




[FORM OF OPINION OF NEW YORK COUNSEL TO THE CREDIT PARTIES]



April ___, 2010




JPMorgan Chase Bank, N.A.,

  as Administrative Agent for

  the Lenders under the Credit Agreement

  referenced below

383 Madison Avenue

New York, New York 10179


The Lenders under the Credit Agreement

     referenced below



Ladies and Gentlemen:




     We have acted as counsel to each of Lamar Advertising Company, a Delaware corporation
(“Holdings”), Lamar Media Corporation, a Delaware corporation (the “Company”),
Lamar Advertising of Puerto Rico, Inc., a corporation organized under the laws of the Commonwealth
of Puerto Rico (“Lamar PR”) and each of the Subsidiary Guarantors listed on Schedule
I attached hereto (the “Subsidiary Guarantors”) in connection with the Credit Agreement
dated as of April ___, 2010 (the “Credit Agreement”) among the Company, Lamar PR, the
Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”), and
JPMorgan Chase Bank, N.A. as Administrative Agent for the Lenders (the “Administrative
Agent”). This opinion letter is furnished to you in connection with the closing of the Credit
Agreement on the date hereof.



     Holdings, the Company, Lamar PR and each of the Subsidiary Guarantors are collectively
referred to herein as the “Opinion Parties”. Capitalized terms not otherwise defined in
this opinion letter have the meanings set forth in the Credit Agreement.



     For purposes of this opinion, we have reviewed copies of the following documents
(collectively, the “Applicable Loan Documents”):




	 	(i)	 	the Credit Agreement;
	 
	 	(ii)	 	the Pledge Agreement dated as of the date hereof by and among the Company, the
Subsidiary Guarantors and the Administrative Agent (the “Pledge Agreement”);
and
	 
	 	(iii)	 	the Guaranty and Pledge Agreement dated as of the date hereof by and between
Holdings and the Administrative Agent (the “Holdings Guaranty and Pledge
Agreement”).






We have also reviewed the following related documents (the “Related Documents”):




	 	(a)	 	the certificates of incorporation of each of Holdings and the Company, as
certified of recent date by the Secretary of State of Delaware and as certified by an
officer of the applicable entity on the date hereof as being complete, accurate and in
effect;




 









 












	 	(b)	 	the bylaws of each of Holdings and the Company, each as certified by an officer
of the applicable entity on the date hereof as being complete, accurate and in effect;
	 
	 	(c)	 	certificates of legal existence and good standing of each of Holdings and the
Company issued by the Secretary of State of Delaware;
	 
	 	(d)	 	certain resolutions of each of the Boards of Directors of Holdings and the
Company adopted a meeting of the Board of Directors of each such entity, as certified
by an officer of the applicable entity on the date hereof as being complete, accurate
and in effect, relating to, among other things, authorization of the Applicable Loan
Documents to which such entity is a party and arrangements in connection therewith; and
	 
	 	(e)	 	such other documents and certificates of officers of the Opinion Parties as we
have deemed appropriate to give the opinions set forth below.




In our examination of the Applicable Loan Documents and the Related Documents (collectively, the
“Documents”), we have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the accuracy and completeness of the Documents, the authenticity of all originals
of the Documents and the conformity to authentic originals of all of the Documents submitted to us
as copies (including telecopies) and the accuracy of all public records and documents. As to
matters of fact relevant to the opinions expressed herein, we have relied on the representations
and statements of fact made in the Documents, we have not independently established the facts so
relied on, and we have not made any investigation or inquiry other than our examination of the
Documents. This opinion letter is given, and all statements herein are made, in the context of the
foregoing. Whenever our opinion refers to “of which we are aware,” or “to our knowledge”, or like
phrase, it is based solely on the actual knowledge of those attorneys of this firm who are directly
involved in the representation of the Opinion Parties in connection with the Applicable Loan
Documents.




     In rendering our opinion with respect to Lamar PR and the Subsidiary Guarantors in paragraph 4
below, we have assumed, with your permission, that (i) each of Lamar PR and each Subsidiary
Guarantor is validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) each of Lamar PR and each Subsidiary Guarantor has the corporate or limited
liability company power to execute and deliver and to perform its obligations under the Applicable
Loan Documents to which it is a party, (iii) the execution, delivery and performance by each of
Lamar PR and each Subsidiary Guarantor of the Applicable Loan Documents to which it is a party have
been duly authorized by all necessary corporate or limited liability company action of Lamar PR or
such Subsidiary Guarantor (as applicable) and (iv) each of Lamar PR and each Subsidiary Guarantor
has duly executed and delivered each of the Applicable Loan Documents to which it is a party.



     For purposes of this opinion letter, we have assumed that (a) each of the parties to the
Applicable Loan Documents (other than the Opinion Parties) has all requisite power and authority
under all applicable laws, regulations and governing documents to execute, deliver and perform its
obligations under the Applicable Loan Documents and each of such parties has complied with all
legal requirements pertaining to its status as such status relates to its rights to enforce the
Applicable Loan Documents, (b) each of the parties to the Applicable Loan Documents (other than
Holdings and the Company) has duly authorized the Applicable Loan Documents to which it is a party
and each Applicable Loan Document constitutes the legal, valid and binding obligation of each party
thereto (other than the Opinion Parties), enforceable against each such party in accordance with
its respective terms, (c) there has been no mutual mistake of fact or misunderstanding or fraud,
duress or undue influence in connection with the negotiation, execution or delivery of the
Applicable Loan Documents, (d) the conduct of all parties to the Applicable Loan



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Documents has complied with any requirements of good faith, fair dealing and conscionability,
(e) each of Holdings and the Guarantors has received adequate consideration for the obligations
incurred by Holdings and the Guarantors pursuant to the Applicable Loan Documents, and (f) there
are and have been no agreements or understandings among the parties, written or oral, and there is
and has been no usage of trade or course of prior dealing among the parties that would, in either
case, define, supplement or qualify the terms of the Applicable Loan Documents. We have also
assumed the validity and constitutionality of each relevant statute, rule, regulation and agency
action covered by this opinion letter.




     For purposes of this opinion, we have made the following further assumptions: (a) that all
orders, judgments, decrees, agreements and contracts (other than the Applicable Loan Documents)
would be enforced as written; (b) that no Opinion Party will in the future take any discretionary
action (including a decision not to act) permitted under the Applicable Loan Documents that would
result in a violation of law or constitute a breach or default under any order, judgment, decree,
agreement or contract; (c) that the Opinion Parties will obtain all permits and governmental
approvals required in the future, and take all actions required or relevant to subsequent
consummation of the transactions contemplated under the Applicable Loan Documents, or performance
of the Applicable Loan Documents, as applicable; and (d) that all parties to the Applicable Loan
Documents will act in accordance with, and will refrain from taking any action that is forbidden
by, the terms and conditions of the Applicable Loan Documents.



     For purposes of the opinions expressed in paragraphs 5 and 6 below, we have made the following
additional assumptions:



          (a) that each of the Opinion Parties have, and will have, at all times relevant to this
opinion, rights or the power to transfer rights (within the meaning of Section 9-203(b)(2) of the
Applicable UCC) in the applicable collateral; and




          (b) that the Agent and the Lenders have, and will have, at all times relevant to this opinion,
given value (within the meaning of Section 9-203(b)(1) of the Applicable UCC).




     We express no opinion as to (a) the validity or perfection of security interests in any
collateral other than the Pledged Stock (as defined below), (b) the priority of any security
interests granted pursuant to any Applicable Loan Document, or (c) title to or the existence of any
of the Pledged Stock. We express no opinion with regard to any choice of law provision under the
Uniform Commercial Code as in effect in any jurisdiction.



     This opinion letter is based as to matters of law solely on applicable provisions of the
following, as currently in effect: (a) the federal laws of the United States of America (except as
otherwise provided herein), (b) the Delaware General Corporation Law, and (c) the laws of the State
of New York (including the Uniform Commercial Code as in effect in the State of New York (the
“New York UCC”); provided, however, that the laws described in clauses (a), (b) and
(c) above shall not include (and we express no opinion as to) ERISA, HIPAA, healthcare, securities,
antitrust, environmental, land use, unfair competition or tax laws or any rules or regulations with
respect to the foregoing, and we express no opinion as to any other laws, statutes, rules or
regulations not specifically identified above (including without limitation the laws of any
territory of the United States or any foreign country) or otherwise excluded in this opinion
letter; and further provided that, with respect to clauses (a), (b) and (c) above, the opinions
expressed herein are based upon a review of those laws, statutes and regulations that, in our
experience, are generally recognized as applicable to the transactions contemplated in the Loan
Documents. The laws identified in clauses (a), (b) and (c) above, subject to the exclusions and
limitations set forth above and elsewhere in this letter, are referred to herein as “Applicable
Law”.



-3-









 




   Based upon, subject to and limited by the foregoing, we are of the opinion that:




     1. Each of Holdings and the Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.



     2. Each of Holdings and the Company has the corporate power to execute and deliver, and to
perform its respective obligations under, the Applicable Loan Documents to which it is a party.
The execution, delivery and performance by each of Holdings and the Company of the Applicable Loan
Documents to which it is a party have been duly authorized by all necessary corporate action of
Holdings or the Company, as applicable.



     3. Each of the Applicable Loan Documents to which Holdings or the Company is a party has been
duly executed and delivered on behalf of such entity.



     4. Each of the Applicable Loan Documents to which any Opinion Party is a party constitutes a
valid and binding obligation of such Opinion Party, enforceable against such Opinion Party in
accordance with its terms.



     5. The Pledge Agreement creates in favor of the Administrative Agent, on behalf of itself and
the Lenders, a security interest in the right, title and interest of (a) the Company in the equity
interests held by the Company and identified on Part 2 of Schedule 1 to the Pledge Agreement and
(b) each Subsidiary Guarantor in the equity interests held by such Subsidiary Guarantor and
identified on Part 2 of Schedule 1 to the Pledge Agreement. The Holdings Guaranty and Pledge
Agreement creates in favor of the Administrative Agent, on behalf of itself and the Lenders, a
security interest in the right, title and interest of Holdings in the equity interests of the
Company held by Holdings and identified on Schedule 1 to the Holdings Guaranty and Pledge
Agreement.



     6. Assuming that the Administrative Agent has taken possession, and that the Administrative
Agent retains possession in the State of New York, of the certificates representing the capital
stock and other equity interests identified on (a) Part 2 of Schedule 1 to the Pledge Agreement and
(b) Schedule 1 to the Holdings Guaranty and Pledge Agreement which is, in each case, represented by
a certificate (collectively, the “Pledged Stock”), together with, in each case,
endorsements to the Administrative Agent or in blank by effective endorsements (within the meaning
of Section 8-107 of the New York UCC), the Administrative Agent on behalf of itself and the Lenders
will have a perfected security interest in the Pledged Stock, and no further action is necessary to
perfect such security interests in the Pledged Stock.



     In addition to the qualifications, exceptions and limitations elsewhere set forth in this
opinion letter:



     (1) The opinions expressed in paragraph 4 above are subject to the qualification that certain
rights, remedies, waivers and other provisions of the Applicable Loan Documents may not be
enforceable in accordance with their terms, but, subject to the exceptions, qualifications and
limitations set forth elsewhere in this opinion letter, such unenforceability would not render the
Applicable Loan Documents invalid as a whole; provided, however, that we express no opinion
regarding the enforceability of the Applicable Loan Documents against any Opinion Party in the
event of or with respect to any election of remedies, any act or omission by the Administrative
Agent or its agent with respect to collateral, or any other conduct of the Administrative Agent or
its successors or their respective agents, or any Lender or its predecessors, successors or
Administrative Agents, that in each case prejudices such Opinion Party or constitutes a waiver or a
full or partial release or discharge of such Opinion Party or any of its assets or properties under
Applicable Law.



-4-









 





     (2) Our opinions expressed above are also subject to the effect of: (a) bankruptcy,
insolvency, reorganization, receivership, moratorium, avoidance, arrangement and other laws
affecting creditors’ rights generally (including, without limitation, the effect of statutory and
other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers);
(b) the exercise of judicial discretion and the application of principles of equity, good faith,
fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable
agreements are considered in a proceeding in equity or at law) and the discretion of the court
before which proceedings thereof may be brought; and (c) generally applicable rules of law that
limit or affect the enforceability of provisions that purport to waive or require waiver of (or
that otherwise purport to have the effect of waiving) procedural, judicial or substantive rights or
defenses.



     (3) Our opinions expressed in this letter are subject to the effect of generally applicable
rules of law that (a) may permit a party who has materially failed to render or offer performance
required by the contract to cure that failure unless (i) permitting a cure would unreasonably
hinder the aggrieved party from making substitute arrangements for performance or (ii) it was
important in the circumstances to the aggrieved party that performance occur in accordance with the
terms of the Applicable Loan Document(s), (b) where less than all of a contract may be
unenforceable, limit the enforceability of the balance thereof to circumstances in which the
unenforceable portion is not an essential part of the agreed exchange, (c) limit the enforceability
of provisions stating that rights or remedies are not exclusive, that every right and remedy is
cumulative and may be exercised in addition to or with any other right or remedy or that the
election of some particular remedy or remedies does not preclude recourse to one or more others or
that failure to exercise or delay in exercise of rights or remedies will not operate as a waiver of
any such right or remedy, or (d) limit the enforceability of provisions regarding future
negotiations or agreements to agree.



     (4) With respect to our opinions set forth in paragraph 1 above with respect to the existence
and good standing of each of Holdings and the Company, with your permission, we are relying, solely
and without independent investigation of any kind, on our review and examination of certificates
received from the Secretary of State of Delaware and the applicable officer’s certificates and any
documents certified to us thereby.



     (5) No opinion is expressed as to (a) the enforceability of any provision in the Applicable
Loan Documents that purports to grant a power of attorney or appoint a Person as attorney-in-fact
for another Person, (b) the enforceability of any provision in the Applicable Loan Documents that
purports to grant any Person the right to appoint a receiver for another Person or for the
properties or assets of any other Person, (c) the enforceability of any provision of the Applicable
Loan Documents insofar as it purports to constitute a consent by any Person, or a waiver by such
Person of the right to object to, the appointment of a receiver for such Person or for the
properties or assets of such Person, (d) the enforceability of any provision of the Loan Documents
that requires a Person to cause another Person to take or to refrain from taking action under
circumstances in which such Person does not control such other Person, (e) the enforceability of
any provision of the Applicable Loan Documents insofar as it purports to effect a waiver of a right
to jury trial, (f) the enforceability of any provision of any Applicable Loan Document that
contradicts or is inconsistent with any other provision of any Applicable Loan Document, or (g) the
validity or enforceability of any provision purporting to establish standards of commercial
reasonableness.



     (6) No opinion is expressed as to the legality, validity, or enforceability of any waiver of
the right to receive notice or any provision purporting to define the adequacy of any notice
period, any waiver of any legal or equitable defense, any waiver of equity, redemption, stay or
appraisal or any other waiver, including without limitation any express or implicit waiver of broad
or vaguely stated rights, unknown future rights or defenses to obligations or rights granted by
law.



-5-









 





     (7) No opinion is expressed as to the enforceability of any provision of the Applicable Loan
Documents (a) imposing penalties, forfeitures, increased interest rates or late payment charges
upon delinquency in payment or the occurrence of a default or (b) limiting or otherwise governing
damages or entitlement to attorney’s fees, trustee’s fees and other costs, in each of the foregoing
cases, to the extent the same may be held to be unenforceable as a penalty, unreasonable or
unconscionable or for any other similar reason as a matter of law or equity.



     (8) We express no opinion as to the enforceability of any agreement or instrument or any right
granted thereunder which may be subject to public policy considerations or court decisions which
may limit rights to obtain indemnification, penalties, consequential damages or liquidated damages.
In particular, and without limiting the generality of the foregoing, we express no opinion
concerning the enforceability of any provision requiring that any Person indemnify and other Person
for such other Person’s negligence or breach of any agreement.



     (9) Our opinions expressed in paragraphs 5 and 6 above are subject to the following additional
exceptions and qualifications:




     (i) There may exist certain limitations, resulting from the operation of the Uniform
Commerical Code, on the perfection of the security interests in proceeds created by the Loan
Documents; and




     (ii) Under the Uniform Commercial Code, a perfected security interest may become
unperfected with respect to certain collateral as a result of certain events, which include
without limitation the change of name, identity or corporate or limited liability company
structure of the debtor.



     We render no opinion on matters except as specifically stated herein. We assume no obligation
to advise you of any changes in any of the foregoing subsequent to the delivery of this opinion
letter. This opinion letter has been prepared solely for the benefit of the Administrative Agent
and the Lenders identified in the Credit Agreement on the date hereof, and should not be quoted in
whole or in part or otherwise referred to, and should not be filed with or furnished to any
governmental agency, other person or entity, without the prior written consent of this firm.
Notwithstanding the foregoing, you may disclose this opinion letter to: (i) your legal counsel and
other professional advisors, (ii) regulatory authorities having jurisdiction over any of the
addressees hereof or their successors and permitted assigns and participants and (iii) third
parties pursuant to valid legal process, in each case without the prior written consent of our
firm. This opinion letter speaks only as of the date hereof, and no reliance hereon by any of the
foregoing parties will have any effect on the scope, phrasing or originally intended use of this
opinion letter. At your request, we hereby consent to the reliance hereon by any future assignee
of or participant in your interest(s) in the Loans under the Credit Agreement pursuant to an
assignment or participation that is made and consented to in accordance with the express provisions
of Section 10.04 of the Credit Agreement, on the condition and understanding that any such reliance
by a future administrative agent, Lender, or their respective successors and permitted assigns and
participants must be actual and reasonable under the circumstances existing at the time of the
assignment or participation agreement, including, without limitation, any changes in law, facts or
any other developments known to or reasonably knowable by the assignee or participant at such time.


Very truly yours,





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EXHIBIT C




FORM OF

FIRST-LIEN INTERCREDITOR AGREEMENT




among



LAMAR MEDIA CORP.,



the other Grantors party hereto,



JPMORGAN CHASE BANK, N.A.,

as Credit Agreement Agent for the Credit Agreement Secured Parties,



JPMORGAN CHASE BANK, N.A.,

as Authorized Representative for the Credit Agreement Secured Parties,



[                                      ]



as the Additional First-Lien Collateral Agent,



[                                      ]



as the Initial Additional Authorized Representative,



and



each additional Authorized Representative from time to time party hereto.



dated as of [______], 20[            
 ]






 









 








     FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of [__________], 20[ ] (as amended, restated,
amended and restated, extended, supplemented or otherwise modified from time to time, this
“Agreement”), among LAMAR MEDIA CORP, a Delaware corporation (the “Company”), the
other Grantors (as defined below) from time to time party hereto, JPMORGAN CHASE BANK, N.A.
(“JPMCB”), as administrative agent for the Credit Agreement Secured Parties (as defined
below) (in such capacity and together with its successors in such capacity, the “Credit
Agreement Agent”), JPMCB, as Authorized Representative for the Credit Agreement Secured Parties
(as each such term is defined below), [                             ], as collateral agent
for the Additional First-Lien Secured Parties (as defined below) (in such capacity and together
with its successors in such capacity, the “Additional First-Lien Collateral Agent”),
[                             ], as Authorized Representative for the Initial Additional
First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in
such capacity, the “Initial Additional Authorized Representative”) and each additional
Authorized Representative from time to time party hereto for the other Additional First-Lien
Secured Parties of the Series (as defined below) with respect to which it is acting in such
capacity.



     In consideration of the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Credit Agreement
Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Additional
Authorized Representative (for itself and on behalf of the Initial Additional First-Lien Secured
Parties) and each additional Authorized Representative (for itself and on behalf of the Additional
First-Lien Secured Parties of the applicable Series) agree as follows:



ARTICLE I




Definitions



     SECTION 1.01 Certain Defined Terms. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Credit Agreement or, if defined in the New York UCC, the
meanings specified therein. As used in this Agreement, the following terms have the meanings
specified below:



     “Additional First-Lien Documents” means, with respect to the Initial Additional
First-Lien Obligations or any Series of Additional Senior Class Debt, the notes, indentures,
security documents and other operative agreements evidencing or governing such indebtedness and
liens securing such indebtedness, including the Initial Additional First-Lien Documents and the
Additional First-Lien Security Documents and each other agreement entered into for the purpose of
securing the Initial Additional First-Lien Obligations or any Series of Additional Senior Class
Debt; provided that, in each case, the Indebtedness thereunder (other than the Initial
Additional First-Lien Obligations) has been designated as Additional First-Lien Obligations
pursuant to Section 5.13 hereto.



     “Additional First-Lien Obligations” means all amounts owing to any Additional
First-Lien Secured Party (including the Initial Additional First-Lien Secured Parties) pursuant to
the terms of any Additional First-Lien Document (including the Initial Additional First-Lien
Documents), including, without limitation, all amounts in respect of any principal, premium,
interest (including any interest accruing subsequent to the commencement of a Bankruptcy Case at
the rate provided for in the respective Additional First-Lien Document, whether or not such
interest is an allowed claim under any such proceeding or under applicable state, federal or
foreign law), penalties, fees, expenses, indemnifications, reimbursements, damages and other
liabilities, and guarantees of the foregoing amounts.



     “Additional First-Lien Secured Party” means the holders of any Additional First-Lien
Obligations and any Authorized Representative with respect thereto, and shall include the Initial
Additional First-Lien Secured Parties.



C-2









 





     “Additional First-Lien Security Documents” means any security agreement or any other
document now existing or entered into after the date hereof that create Liens on any assets or
properties of any Grantor to secure the Additional First-Lien Obligations.



     “Additional Senior Class Debt” has the meaning assigned to such term in Section 5.13.



     “Additional Senior Class Debt Parties” has the meaning assigned to such term in
Section 5.13.



     “Additional Senior Class Debt Representative” has the meaning assigned to such term in
Section 5.13.



     “Agreement” has the meaning assigned to such term in the introductory paragraph of
this Agreement.



     “Applicable Authorized Representative” means, with respect to any Shared Collateral,
(i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the
Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Agent and (ii)
from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the
Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized
Representative.



     “Applicable Collateral Agent” means (i) until the earlier of (x) Discharge of Credit
Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the
Credit Agreement Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement
Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Additional
First-Lien Collateral Agent.



     “Authorized Representative” means, at any time, (i) in the case of any Credit
Agreement Obligations or the Credit Agreement Secured Parties, the Credit Agreement Agent, (ii) in
the case of the Initial Additional First-Lien Obligations or the Initial Additional First-Lien
Secured Parties, the Initial Additional Authorized Representative, and (iii) in the case of any
other Series of Additional First-Lien Obligations or Additional First-Lien Secured Parties that
become subject to this Agreement after the date hereof, the Authorized Representative named for
such Series in the applicable Joinder Agreement.



     “Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b).



     “Bankruptcy Code” means Title 11 of the United States Code, as amended.



     “Bankruptcy Law” means the Bankruptcy Code and any similar Federal, state or foreign
law for the relief of debtors.



     “Collateral” means all assets and properties subject to Liens created pursuant to any
First-Lien Security Document to secure one or more Series of First-Lien Obligations.



     “Collateral Agent” means (i) in the case of any Credit Agreement Obligations, the
Credit Agreement Agent and (ii) in the case of the Additional First-Lien Obligations, the
Additional First-Lien Collateral Agent.



     “Company” has the meaning assigned to such term in the introductory paragraph of this
Agreement.



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     “Controlling Secured Parties” means, with respect to any Shared Collateral, (i) at any
time when the Credit Agreement Agent is the Applicable Collateral Agent, the Credit Agreement
Secured Parties and (ii) at any other time, the Series of First-Lien Secured Parties whose
Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.



     “Credit Agreement” means that certain Credit Agreement, dated as of April 28, 2010,
among the Company, Lamar Advertising of Puerto Rico, Inc., a corporation organized under the laws
of Puerto Rico as Subsidiary Borrower, the lenders from time to time party thereto, the Credit
Agreement Agent and the other parties thereto, as amended, restated, amended and restated,
extended, supplemented or otherwise modified from time to time.



     “Credit Agreement Agent” has the meaning assigned to such term in the introductory
paragraph of this Agreement.



     “Credit Agreement Collateral Documents” means the Security Agreement, the Holdings
Pledge Agreement, the other Security Documents (as defined in the Credit Agreement) and each other
agreement entered into in favor of the Credit Agreement Agent for the purpose of securing any
Credit Agreement Obligations.



     “Credit Agreement Obligations” means all Secured Obligations (as such term is defined
in the Security Agreement and in the Holdings Pledge Agreement).



     “Credit Agreement Secured Parties” means the “Secured Parties” as defined in the
Security Agreement.



     “JPMCB” has the meaning assigned to such term in the introductory paragraph of this
Agreement.



     “DIP Financing” has the meaning assigned to such term in Section 2.05(b).



     “DIP Financing Liens” has the meaning assigned to such term in Section 2.05(b).



     “DIP Lenders” has the meaning assigned to such term in Section 2.05(b).



     “Discharge” means, with respect to any Shared Collateral and any Series of First-Lien
Obligations, the date on which such Series of First-Lien Obligations is no longer secured by such
Shared Collateral. The term “Discharged” shall have a corresponding meaning.



     “Discharge of Credit Agreement Obligations” means, with respect to any Shared
Collateral, the Discharge of the Credit Agreement Obligations with respect to such Shared
Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed
to have occurred in connection with a Refinancing of such Credit Agreement Obligations with
additional First-Lien Obligations secured by such Shared Collateral under an Additional First-Lien
Document which has been designated in writing by the Credit Agreement Agent (under the Credit
Agreement so Refinanced) to the Additional First-Lien Collateral Agent and each other Authorized
Representative as the “Credit Agreement” for purposes of this Agreement.



     “Event of Default” means an “Event of Default” (or similarly defined term) as defined
in any Secured Credit Document.



C-4









 





     “First-Lien Obligations” means, collectively, (i) the Credit Agreement Obligations and
(ii) each Series of Additional First-Lien Obligations.



     “First-Lien Secured Parties” means (i) the Credit Agreement Secured Parties and (ii)
the Additional First-Lien Secured Parties with respect to each Series of Additional First-Lien
Obligations.



     “First-Lien Security Documents” means, collectively, (i) the Credit Agreement
Collateral Documents and (ii) the Additional First-Lien Security Documents.



     “Grantors” means the Company, Lamar Advertising of Puerto Rico, Inc., a corporation
organized under the laws of Puerto Rico and Subsidiary Borrower under the Credit Agreement, each
Additional Subsidiary Borrower as may be designated from time to time pursuant to the Credit
Agreement, each of the Subsidiary Guarantors (as defined in the Credit Agreement) and each other
Subsidiary of the Company which has granted a security interest pursuant to any First-Lien Security
Document to secure any Series of First-Lien Obligations. The Grantors existing on the date hereof
are set forth in Annex I hereto.



     “Holdings Pledge Agreement” means the Guaranty and Pledge Agreement, dated as of April
28, 2010, among Lamar Advertising Company, a Delaware corporation and parent of the Company, the
Credit Agreement Agent and the other parties thereto, as amended, restated, amended and restated,
extended, supplemented or otherwise modified from time to time.



     “Impairment” has the meaning assigned to such term in Section 1.03.



     “Initial Additional Authorized Representative” has the meaning assigned to such term
in the introductory paragraph of this Agreement.



     “Initial Additional First-Lien Agreement” mean that certain [Indenture] [Other
Agreement], dated as of [                    ], among the Company, [the Guarantors identified
therein], and [                    ], as [trustee], as amended, restated, amended and
restated, extended, supplemented or otherwise modified from time to time.



     “Initial Additional First-Lien Documents” means the Initial Additional First-Lien
Agreement, the debt securities issued thereunder, the Initial Additional First-Lien Security
Agreement and any security documents and other operative agreements evidencing or governing the
Indebtedness thereunder, and the liens securing such Indebtedness, including any agreement entered
into for the purpose of securing the Initial Additional First-Lien Obligations.



     “Initial Additional First-Lien Obligations” means the [Obligations] as such term is
defined in the Initial Additional First-Lien Security Agreement.



     “Initial Additional First-Lien Secured Parties” means the Additional First-Lien
Collateral Agent, the Initial Additional Authorized Representative and the holders of the Initial
Additional First-Lien Obligations issued pursuant to the Initial Additional First-Lien Agreement.



     “Initial Additional First-Lien Security Agreement” means the security agreement, dated
as of the date hereof, among the Company, the Additional First-Lien Collateral Agent and the other
parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise
modified from time to time.



C-5









 





     “Insolvency or Liquidation Proceeding” means:




     (1) any case commenced by or against the Company or any other Grantor under any
Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment
or marshalling of the assets or liabilities of the Company or any other Grantor, any
receivership or assignment for the benefit of creditors relating to the Company or any other
Grantor or any similar case or proceeding relative to the Company or any other Grantor or
its creditors, as such, in each case whether or not voluntary;




     (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to the Company or any other Grantor, in each case whether or not voluntary
and whether or not involving bankruptcy or insolvency; or




     (3) any other proceeding of any type or nature in which substantially all claims of
creditors of the Company or any other Grantor are determined and any payment or distribution
is or may be made on account of such claims.



     “Intervening Creditor” has the meaning assigned to such term in Section 2.01(a).



     “Joinder Agreement” means a joinder to this Agreement in the form of Annex II hereof
required to be delivered by an Authorized Representative to each Collateral Agent and each
Authorized Representative pursuant to Section 5.13 hereof in order to establish an additional
Series of Additional First-Lien Obligations and add Additional First-Lien Secured Parties
hereunder.



     “Lien” means any mortgage, pledge, security interest, hypothecation, assignment, lien
(statutory or other) or similar encumbrance (including any agreement to give any of the foregoing),
any conditional sale or other title retention agreement or any lease in the nature thereof.



     “Major Non-Controlling Authorized Representative” means, with respect to any Shared
Collateral, the Authorized Representative of the Series of Additional First-Lien Obligations that
constitutes the largest outstanding principal amount of any then outstanding Series of First-Lien
Obligations with respect to such Shared Collateral.



     “New York UCC” means the Uniform Commercial Code as from time to time in effect in the
State of New York.



     “Non-Controlling Authorized Representative” means, at any time with respect to any
Shared Collateral, any Authorized Representative that is not the Applicable Authorized
Representative at such time with respect to such Shared Collateral.



     “Non-Controlling Authorized Representative Enforcement Date” means, with respect to
any Non-Controlling Authorized Representative, the date which is 90 days (throughout which 90 day
period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized
Representative) after the occurrence of both (i) an Event of Default (under and as defined in the
Additional First-Lien Document under which such Non-Controlling Authorized Representative is the
Authorized Representative) and (ii) each Collateral Agent’s and each other Authorized
Representative’s receipt of written notice from such Non-Controlling Authorized Representative
certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling
Authorized Representative and that an Event of Default (under and as defined in the Additional
First-Lien Document under which such Non-Controlling Authorized Representative is the Authorized
Representative) has occurred and is continuing and (y) the Additional First-Lien Obligations of the
Series with respect to which such Non-Controlling Authorized



C-6









 




Representative is the Authorized Representative are currently due and payable in full (whether as a
result of acceleration thereof or otherwise) in accordance with the terms of the applicable
Additional First-Lien Document; provided that the Non-Controlling Authorized Representative
Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with
respect to any Shared Collateral (1) at any time the Credit Agreement Agent has commenced and is
diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any
time the Grantor which has granted a security interest in such Shared Collateral is then a debtor
under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.




     “Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the
First-Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared
Collateral.



     “Possessory Collateral” means any Shared Collateral in the possession of a Collateral
Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon
under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without
limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each
case, delivered to or in the possession of the Collateral Agent under the terms of the First-Lien
Security Documents.



     “Proceeds” has the meaning assigned to such term in Section 2.01(a).



     “Refinance” means, in respect of any indebtedness, to refinance, extend, renew,
defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue
other indebtedness or enter alternative financing arrangements, in exchange or replacement for such
indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original
instrument giving rise to such indebtedness has been terminated and including, in each case,
through any credit agreement, indenture or other agreement. “Refinanced” and
“Refinancing” have correlative meanings.



     “Secured Credit Document” means (i) the Credit Agreement and each Loan Document (as
defined in the Credit Agreement), (ii) each Initial Additional First-Lien Document, and (iii) each
Additional First-Lien Document.



     “Security Agreement” means the Pledge Agreement, dated as of April 28, 2010, among the
Company, the Subsidiary Borrowers party thereto, the Credit Agreement Agent and the other parties
thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified
from time to time.



     “Series” means (a) with respect to the First-Lien Secured Parties, each of (i) the
Credit Agreement Secured Parties (in their capacities as such), (ii) the Initial Additional
First-Lien Secured Parties (in their capacities as such), and (iii) the Additional First-Lien
Secured Parties that become subject to this Agreement after the date hereof that are represented by
a common Authorized Representative (in its capacity as such for such Additional First-Lien Secured
Parties) and (b) with respect to any First-Lien Obligations, each of (i) the Credit Agreement
Obligations, (ii) the Initial Additional First-Lien Obligations, and (iii) the Additional
First-Lien Obligations incurred pursuant to any Additional First-Lien Document, which pursuant to
any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in
its capacity as such for such Additional First-Lien Obligations).



     “Shared Collateral” means, at any time, Collateral in which the holders of two or more
Series of First-Lien Obligations hold a valid and perfected security interest at such time. If
more than two Series of First-Lien Obligations are outstanding at any time and the holders of less
than all Series of First-Lien Obligations hold a valid and perfected security interest in any
Collateral at such time, then such Collateral



C-7









 




shall constitute Shared Collateral for those Series of First-Lien Obligations that hold a
valid security interest in such Collateral at such time and shall not constitute Shared Collateral
for any Series which does not have a valid and perfected security interest in such Collateral at
such time.




     SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument, other
document, statute or regulation herein shall be construed as referring to such agreement,
instrument, other document, statute or regulation as from time to time amended, supplemented or
otherwise modified, (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person
unless express reference is made to such subsidiaries, (iii) 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, (iv) all references herein to Articles,
Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this
Agreement, (v) unless otherwise expressly qualified herein, 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 and (vi)
the term “or” is not exclusive.



     SECTION 1.03 Impairments. It is the intention of the First-Lien Secured Parties of
each Series that the holders of First-Lien Obligations of such Series (and not the First-Lien
Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent
jurisdiction that (x) any of the First-Lien Obligations of such Series are unenforceable under
applicable law or are subordinated to any other obligations (other than another Series of
First-Lien Obligations), (y) any of the First-Lien Obligations of such Series do not have an
enforceable security interest in any of the Collateral securing any other Series of First-Lien
Obligations and/or (z) any intervening security interest exists securing any other obligations
(other than another Series of First-Lien Obligations) on a basis ranking prior to the security
interest of such Series of First-Lien Obligations but junior to the security interest of any other
Series of First-Lien Obligations or (ii) the existence of any Collateral for any other Series of
First-Lien Obligations that is not Shared Collateral (any such condition referred to in the
foregoing clauses (i) or (ii) with respect to any Series of First-Lien Obligations, an “Impairment”
of such Series); provided, that the existence of a maximum claim with respect to any real property
subject to a mortgage which applies to all First-Lien Obligations shall not be deemed to be an
Impairment of any Series of First-Lien Obligations. In the event of any Impairment with respect to
any Series of First-Lien Obligations, the results of such Impairment shall be borne solely by the
holders of such Series of First-Lien Obligations, and the rights of the holders of such Series of
First-Lien Obligations (including, without limitation, the right to receive distributions in
respect of such Series of First-Lien Obligations pursuant to Section 2.01) set forth herein shall
be modified to the extent necessary so that the effects of such Impairment are borne solely by the
holders of the Series of such First-Lien Obligations subject to such Impairment. Additionally, in
the event the First-Lien Obligations of any Series are modified pursuant to applicable law
(including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to
such First-Lien Obligations or the First-Lien Security Documents governing such First-Lien
Obligations shall refer to such obligations or such documents as so modified.



C-8









 







ARTICLE II




Priorities and Agreements with Respect to Shared Collateral



     SECTION 2.01 Priority of Claims.



     (a) Anything contained herein or in any of the Secured Credit Documents to the contrary
notwithstanding (but subject to Section 1.03), if an Event of Default has occurred and is
continuing, and the Applicable Collateral Agent or any First-Lien Secured Party is taking action to
enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any
Shared Collateral in any Bankruptcy Case of the Company or any other Grantor or any First-Lien
Secured Party receives any payment pursuant to any intercreditor agreement (other than this
Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other
liquidation of any such Collateral by any First-Lien Secured Party or received by the Applicable
Collateral Agent or any First-Lien Secured Party pursuant to any such intercreditor agreement with
respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of
any such distribution, to the sentence immediately following) to which the First-Lien Obligations
are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any
sale, collection or other liquidation of any Collateral and all proceeds of any such distribution
being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment
of all amounts owing to each Collateral Agent (in its capacity as such) pursuant to the terms of
any Secured Credit Document, (ii) SECOND, subject to Section 1.03, to the payment in full of the
First-Lien Obligations of each Series on a ratable basis, with such Proceeds to be applied to the
First-Lien Obligations of a given Series in accordance with the terms of the applicable Secured
Credit Documents and (iii) THIRD, after payment of all First-Lien Obligations, to the Company and
the other Grantors or their successors or assigns, as their interests may appear, or to whosoever
may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.
Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other
than a First-Lien Secured Party) has a lien or security interest that is junior in priority to the
security interest of any Series of First-Lien Obligations but senior (as determined by appropriate
legal proceedings in the case of any dispute) to the security interest of any other Series of
First-Lien Obligations (such third party, an “Intervening Creditor”), the value of any
Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on
a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the
Series of First-Lien Obligations with respect to which such Impairment exists.



     (b) It is acknowledged that the First-Lien Obligations of any Series may, subject to the
limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed,
replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended
or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or
the provisions of this Agreement defining the relative rights of the First-Lien Secured Parties of
any Series.



     (c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection
of any Liens securing any Series of First-Lien Obligations granted on the Shared Collateral and
notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other
applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing
the First-Lien Obligations of any Series or any other circumstance whatsoever (but, in each case,
subject to Section 1.03), each First-Lien Secured Party hereby agrees that the Liens securing each
Series of First-Lien Obligations on any Shared Collateral shall be of equal priority.



     SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting
Liens.



     (a) Only the Applicable Collateral Agent shall act or refrain from acting with respect to any
Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared
Collateral). At any time when the Credit Agreement Agent is the Applicable Collateral Agent, no
Additional First-Lien Secured Party shall or shall instruct any Collateral Agent to, commence any
judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of,
exercise any right, remedy or power with respect to, or otherwise take any action to enforce its
security interest in or realize upon, or take any



C-9









 




other action available to it in respect of, any Shared Collateral (including with respect to
any intercreditor agreement with respect to any Shared Collateral), whether under any Additional
First-Lien Security Document, applicable law or otherwise, it being agreed that only the Credit
Agreement Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be
entitled to take any such actions or exercise any such remedies with respect to Shared Collateral
at such time.




     (b) With respect to any Shared Collateral at any time when the Additional First-Lien
Collateral Agent is the Applicable Collateral Agent, (i) the Applicable First-Lien Collateral Agent
shall act only on the instructions of the Applicable Authorized Representative, (ii) the Applicable
Collateral Agent shall not follow any instructions with respect to such Shared Collateral
(including with respect to any intercreditor agreement with respect to any Shared Collateral) from
any Non-Controlling Authorized Representative (or any other First-Lien Secured Party other than the
Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or
other First-Lien Secured Party (other than the Applicable Authorized Representative) shall or shall
instruct the Applicable First-Lien Collateral Agent to, commence any judicial or nonjudicial
foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar
official appointed for or over, attempt any action to take possession of, exercise any right,
remedy or power with respect to, or otherwise take any action to enforce its security interest in
or realize upon, or take any other action available to it in respect of, any Shared Collateral
(including with respect to any intercreditor agreement with respect to any Shared Collateral),
whether under any First-Lien Security Document, applicable law or otherwise, it being agreed that
only the Applicable Collateral Agent, acting on the instructions of the Applicable Authorized
Representative and in accordance with the Additional First-Lien Security Documents, shall be
entitled to take any such actions or exercise any such remedies with respect to Shared Collateral.



     (c) Notwithstanding the equal priority of the Liens securing each Series of First-Lien
Obligations, the Applicable Collateral Agent (in the case of the Additional First-Lien Collateral
Agent, acting on the instructions of the Applicable Authorized Representative) may deal with the
Shared Collateral as if such Applicable Collateral Agent had a senior Lien on such Collateral. No
Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or
object to any foreclosure proceeding or action brought by the Applicable Collateral Agent, the
Applicable Authorized Representative or the Controlling Secured Party or any other exercise by the
Applicable Collateral Agent, the Applicable Authorized Representative or the Controlling Secured
Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable
Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities
of any First-Lien Secured Party, the Applicable Collateral Agent or any Authorized Representative
with respect to any Collateral not constituting Shared Collateral.



     (d) Each of the First-Lien Secured Parties agrees that it will not (and hereby waives any
right to) question or contest or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the perfection, priority, validity,
attachment or enforceability of a Lien held by or on behalf of any of the First-Lien Secured
Parties in all or any part of the Collateral, or the provisions of this Agreement; provided
that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral
Agent or any Authorized Representative to enforce this Agreement.



     SECTION 2.03 No Interference; Payment Over.



     (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any
proceeding the validity or enforceability of any First-Lien Obligations of any Series or any
First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under
any First-Lien Security Document or the validity or enforceability of the priorities, rights or
duties established by or other provisions of this Agreement; (ii) it will not take or cause to be
taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in
any manner, whether by judicial proceedings or otherwise,



C-10









 




any sale, transfer or other disposition of the Shared Collateral by the Applicable Collateral
Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the
Applicable Collateral Agent or any other First-Lien Secured Party to exercise any right, remedy or
power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or
(B) consent to the exercise by the Applicable Collateral Agent or any other First-Lien Secured
Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not
institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim
against the Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from
or other relief by way of specific performance, instructions or otherwise with respect to any
Shared Collateral, and none of the Applicable Collateral Agent, any Applicable Authorized
Representative or any other First-Lien Secured Party shall be liable for any action taken or
omitted to be taken by the Applicable Collateral Agent, such Applicable Authorized Representative
or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the
provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared
Collateral or any part thereof marshaled upon any foreclosure or other disposition of such
Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or
otherwise, to challenge the enforceability of any provision of this Agreement; provided
that nothing in this Agreement shall be construed to prevent or impair the rights of any of the
Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.




     (b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any
Shared Collateral or shall realize any proceeds or payment in respect of any such Shared
Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available
to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other
exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the
Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral,
proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such
Shared Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent, to
be distributed in accordance with the provisions of Section 2.01 hereof.



     SECTION 2.04 Automatic Release of Liens; Amendments to First-Lien Security Documents.



     (a) If, at any time the Applicable Collateral Agent forecloses upon or otherwise exercises
remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or
not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the
other Collateral Agent for the benefit of each Series of First-Lien Secured Parties upon such
Shared Collateral will automatically be released and discharged as and when, but only to the
extent, such Liens of the Applicable Collateral Agent on such Shared Collateral are released and
discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be
applied pursuant to Section 2.01.



     (b) Each Collateral Agent and Authorized Representative agrees to execute and deliver (at the
sole cost and expense of the Grantors) all such authorizations and other instruments as shall
reasonably be requested by the Applicable Collateral Agent to evidence and confirm any release of
Shared Collateral provided for in this Section.



     SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.



     (a) This Agreement shall continue in full force and effect notwithstanding the commencement of
any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law by or against the Company or any of its Subsidiaries.



C-11









 





     (b) If the Company and/or any other Grantor shall become subject to a case (a “Bankruptcy
Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of
financing (“DIP Financing”) to be provided by one or more lenders (the “DIP
Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other
Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any
equivalent provision of any other Bankruptcy Law, each First-Lien Secured Party (other than any
Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees
that it will raise no objection to any such financing or to the Liens on the Shared Collateral
securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes
Shared Collateral, unless any Controlling Secured Party, or an Authorized Representative of any
Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing
Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to
the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each
Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on
the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any
First-Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to
the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared
Collateral granted to secure the First-Lien Obligations of the Controlling Secured Parties, each
Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as
set forth herein), in each case so long as (A) the First-Lien Secured Parties of each Series retain
the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including
proceeds thereof arising after the commencement of such proceeding, with the same priority
vis-à-vis all the other First-Lien Secured Parties (other than any Liens of the First-Lien Secured
Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy
Case, (B) the First-Lien Secured Parties of each Series are granted Liens on any additional
collateral pledged to any First-Lien Secured Parties as adequate protection or otherwise in
connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the
First-Lien Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing
or cash collateral is applied to repay any of the First-Lien Obligations, such amount is applied
pursuant to Section 2.01, and (D) if any First-Lien Secured Parties are granted adequate
protection, including in the form of periodic payments, in connection with such DIP Financing or
use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section
2.01; provided that the First-Lien Secured Parties of each Series shall have a right to
object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in
favor of the First-Lien Secured Parties of such Series or its Authorized Representative that shall
not constitute Shared Collateral; and provided, further, that the First-Lien
Secured Parties receiving adequate protection shall not object to any other First-Lien Secured
Party receiving adequate protection comparable to any adequate protection granted to such
First-Lien Secured Parties in connection with a DIP Financing or use of cash collateral.



     SECTION 2.06 Reinstatement. In the event that any of the First-Lien Obligations shall
be paid in full and such payment or any part thereof shall subsequently, for whatever reason
(including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any
similar law, or the settlement of any claim in respect thereof), be required to be returned or
repaid, the terms and conditions of this Article II shall be fully applicable thereto until all
such First-Lien Obligations shall again have been paid in full in cash.



     SECTION 2.07 Insurance. As between the First-Lien Secured Parties, the Applicable
Collateral Agent, (and in the case of the Additional First-Lien Collateral Agent, acting at the
direction of the Applicable Authorized Representative), shall have the right to adjust or settle
any insurance policy or claim covering or constituting Shared Collateral in the event of any loss
thereunder and to approve any award granted in any condemnation or similar proceeding affecting the
Shared Collateral.



C-12









 





     SECTION 2.08 Refinancings. The First-Lien Obligations of any Series may be
Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the
extent a consent is otherwise required to permit the Refinancing transaction under any Secured
Credit Document) of any First-Lien Secured Party of any other Series, all without affecting the
priorities provided for herein or the other provisions hereof; provided that the Authorized
Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder
Agreement on behalf of the holders of such Refinancing indebtedness.



     SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection.



     (a) The Possessory Collateral shall be delivered to the Credit Agreement Agent and the Credit
Agreement Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is
part of the Collateral in its possession or control (or in the possession or control of its agents
or bailees) as gratuitous bailee for the benefit of each other First-Lien Secured Party and any
assignee solely for the purpose of perfecting the security interest granted in such Possessory
Collateral, if any, pursuant to the applicable First-Lien Security Documents, in each case, subject
to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement
Agent is not the Applicable Collateral Agent, the Credit Agreement Agent shall, at the request of
the Additional First-Lien Collateral Agent, promptly deliver all Possessory Collateral to the
Additional First-Lien Collateral Agent together with any necessary endorsements (or otherwise allow
the Additional First-Lien Collateral Agent to obtain control of such Possessory Collateral). The
Company shall use commercially reasonable efforts to take such further action as is required to
effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or
damage suffered by such Collateral Agent as a result of such transfer except for loss or damage
suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or
bad faith.



     (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting
Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of
each other First-Lien Secured Party and any assignee, solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to the applicable
First-Lien Security Documents, in each case, subject to the terms and conditions of this Section
2.09.



     (c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be
limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous
bailee for the benefit of each other First-Lien Secured Party for purposes of perfecting the Lien
held by such First-Lien Secured Parties therein.



     SECTION 2.10 Amendments to Security Documents.



     (a) Without the prior written consent of the Credit Agreement Agent, the Additional First-Lien
Collateral Agent agrees that no Additional First-Lien Security Document may be amended,
supplemented or otherwise modified or entered into to the extent such amendment, supplement or
modification, or the terms of any new Additional First-Lien Security Document would be prohibited
by, or would require any Grantor to act or refrain from acting in a manner that would violate, any
of the terms of this Agreement.



     (b) Without the prior written consent of the Additional First-Lien Collateral Agent, the
Credit Agreement Agent agrees that no Credit Agreement Collateral Document may be amended,
supplemented or otherwise modified or entered into to the extent such amendment, supplement or
modification, or the terms of any new Credit Agreement Collateral Document would be prohibited by,
or would



C-13









 




require any Grantor to act or refrain from acting in a manner that would violate, any of the
terms of this Agreement.




     (c) In making determinations required by this Section 2.10, each Collateral Agent may
conclusively rely on an officer’s certificate of the Company.



ARTICLE III




Existence and Amounts of Liens and Obligations



     SECTION 3.01 Determinations with Respect to Amounts of Liens and Obligations.
Whenever a Collateral Agent or any Authorized Representative shall be required, in connection with
the exercise of its rights or the performance of its obligations hereunder, to determine the
existence or amount of any First-Lien Obligations of any Series, or the Shared Collateral subject
to any Lien securing the First-Lien Obligations of any Series, it may request that such information
be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall
be entitled to make such determination or not make any determination on the basis of the
information so furnished; provided, however, that if an Authorized Representative
or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested
information, the requesting Collateral Agent or Authorized Representative shall be entitled to make
any such determination by such method as it may, in the exercise of its good faith judgment,
determine, including by reliance upon a certificate of the Company. Each Collateral Agent and each
Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any
determination made by it in accordance with the provisions of the preceding sentence (or as
otherwise directed by a court of competent jurisdiction) and shall have no liability to any
Grantor, any First-Lien Secured Party or any other person as a result of such determination (other
than in any case where such liability resulted from the bad faith, willful misconduct or gross
negligence of such Collateral Agent or Authorized Representative).



ARTICLE IV




The Applicable Collateral Agent



     ARTICLE 4.01 Authority.



     (a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed
to impose any fiduciary or other duty on any Applicable Collateral Agent to any Non-Controlling
Secured Party or give any Non-Controlling Secured Party the right to direct any Applicable
Collateral Agent, except that each Applicable Collateral Agent shall be obligated to distribute
proceeds of any Shared Collateral in accordance with Section 2.01 hereof.



     (b) In furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and
agrees that the Applicable Collateral Agent shall be entitled, for the benefit of the First-Lien
Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as
provided herein and in the First-Lien Security Documents, as applicable, for which the Applicable
Collateral Agent is the collateral agent of such Shared Collateral, without regard to any rights to
which the Non-Controlling Secured Parties would otherwise be entitled as a result of the First-Lien
Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each
Non-Controlling Secured Party agrees that none of the Applicable Collateral Agent, the Applicable
Authorized Representative or any other First-Lien Secured Party shall have any duty or obligation
first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing
any of the First-Lien Obligations), or to sell, dispose of or otherwise liquidate all or any
portion of such Shared Collateral (or any other Collateral securing any First-Lien



C-14









 




Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties,
notwithstanding that the order and timing of any such realization, sale, disposition or liquidation
may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from
such realization, sale, disposition or liquidation. Each of the First-Lien Secured Parties waives
any claim it may now or hereafter have against any Collateral Agent or the Authorized
Representative of any other Series of First-Lien Obligations or any other First-Lien Secured Party
of any other Series arising out of (i) any actions which any Collateral Agent, Authorized
Representative or the First-Lien Secured Parties take or omit to take (including, actions with
respect to the creation, perfection or continuation of Liens on any Collateral, actions with
respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any
of the Collateral and actions with respect to the collection of any claim for all or any part of
the First-Lien Obligations from any account debtor, guarantor or any other party) in accordance
with the First-Lien Security Documents or any other agreement related thereto or to the collection
of the First-Lien Obligations or the valuation, use, protection or release of any security for the
First-Lien Obligations, (ii) any election by any Applicable Authorized Representative or any
holders of First-Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any
borrowing by, or grant of a security interest or administrative expense priority under Section 364
of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Company or
any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this
Agreement, the Applicable Collateral Agent shall not accept any Shared Collateral in full or
partial satisfaction of any First-Lien Obligations pursuant to Section 9-620 of the Uniform
Commercial Code of any jurisdiction, without the consent of each Authorized Representative
representing holders of First-Lien Obligations for whom such Collateral constitutes Shared
Collateral.




ARTICLE V




Miscellaneous



     SECTION 5.01 Notices. All notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:




     (a) if to the Credit Agreement Agent, to it at [                           ],
Attention of [            ] (Fax No. [            ]);




     (b) if to the Additional First-Lien Collateral Agent or the Initial Additional
Authorized Representative, to it at [___];




     (c) if to any other Additional Authorized Representative, to it at the address set
forth in the applicable Joinder Agreement.


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 (if a Business Day) and on the next Business Day thereafter (in all other
cases) if delivered by hand or overnight courier service or sent by telecopy or on the date three
Business Days after dispatch by certified or registered mail if mailed, in each case delivered,
sent or mailed (properly addressed) to such party as provided in this Section 5.01 or in accordance
with the latest unrevoked direction from such party given in accordance with this Section 5.01. As
agreed to in writing among each Collateral Agent and each Authorized Representative from time to
time, notices and other communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable person provided from time to time by such person.







C-15









 








     SECTION 5.02 Waivers; Amendment; Joinder Agreements.



     (a) No failure or delay on the part of any party hereto 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 parties hereto 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 party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice or demand on any party
hereto in any case shall entitle such party to any other or further notice or demand in similar or
other circumstances.



     (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or
modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or
agreements in writing entered into by each Authorized Representative and each Collateral Agent (and
with respect to any such termination, waiver, amendment or modification which by the terms of this
Agreement requires the Company’s consent or which increases the obligations or reduces the rights
of the Company or any other Grantor, with the consent of the Company).



     (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any
Authorized Representative may become a party hereto by execution and delivery of a Joinder
Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized
Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations
of the Series for which such Authorized Representative is acting shall be subject to the terms
hereof and the terms of the Additional First-Lien Security Documents applicable thereto.



     (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative
or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this
Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien
Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.



     SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns, as well as the other
First-Lien Secured Parties, all of whom are intended to be bound by, and to be third party
beneficiaries of, this Agreement.



     SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and
warranties made by any party in this Agreement shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of this Agreement.



     SECTION 5.05 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart hereof.



     SECTION 5.06 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or



C-16









 




unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.




     SECTION 5.07 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     SECTION 5.08 Submission to Jurisdiction Waivers; Consent to Service of Process. Each
Collateral Agent and each Authorized Representative, on behalf of itself and the First-Lien Secured
Parties of the Series for whom it is acting, irrevocably and unconditionally:




     (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the First-Lien Security Documents, or for recognition and enforcement of
any judgment in respect thereof, to the exclusive jurisdiction of the courts of the courts
of the State of New York located in the Borough of Manhattan, the courts of the United
States for the Southern District of New York, and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Person (or its Authorized Representative) at the address set
forth in Section 5.01;




     (d) agrees that nothing herein shall affect the right of any other party hereto (or any
First-Lien Secured Party) to effect service of process in any other manner permitted by law
or shall limit the right of any party hereto (or any First-Lien Secured Party) to sue in any
other jurisdiction; and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 5.08 any special,
exemplary, punitive or consequential damages.



     SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR FOR ANY COUNTERCLAIM THEREIN.



     SECTION 5.10 Headings. Article, Section and Annex headings used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.



     SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the
provisions of this Agreement and the provisions of any of the First-Lien Security Documents or any
of the other Secured Credit Documents, the provisions of this Agreement shall control.



     SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this
Agreement are and are intended solely for the purpose of defining the relative rights of the
First-Lien Secured Parties



C-17









 




in relation to one another. None of the Company, any other Grantor or any other creditor
thereof shall have any rights or obligations hereunder, except as expressly provided in this
Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08,
2.09 or Article V) is intended to or will amend, waive or otherwise modify the provisions of the
Credit Agreement or any Additional First-Lien Documents), and none of the Company or any other
Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V).
Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are
absolute and unconditional, to pay the First-Lien Obligations as and when the same shall become due
and payable in accordance with their terms.




     SECTION 5.13 Additional Senior Debt. To the extent, but only to the extent permitted
by the provisions of the Credit Agreement and the Additional First-Lien Documents, the Company may
incur additional indebtedness after the date hereof that is permitted by the Credit Agreement and
the Additional First-Lien Documents to be incurred and secured on an equal and ratable basis by the
liens securing the First-Lien Obligations (such indebtedness referred to as “Additional Senior
Class Debt”). Any such Additional Senior Class Debt may be secured by a Lien and may be
Guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Additional
First-Lien Documents, if and subject to the condition that the Authorized Representative of any
such Additional Senior Class Debt (each, a “Additional Senior Class Debt Representative”),
acting on behalf of the holders of such Additional Senior Class Debt (such Authorized
Representative and holders in respect of any Additional Senior Class Debt being referred to as the
“Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying
the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph.



     In order for a Additional Senior Class Debt Representative to become a party to this
Agreement,




     (i) such Additional Senior Class Debt Representative, each Collateral Agent, each
Authorized Representative and each Grantor shall have executed and delivered an instrument
substantially in the form of Annex II (with such changes as may be reasonably approved by
each Collateral Agent and such Additional Senior Class Debt Representative) pursuant to
which such Additional Senior Class Debt Representative becomes an Authorized Representative
hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior
Class Debt Representative is the Authorized Representative and the related Additional Senior
Class Debt Parties become subject hereto and bound hereby;




     (ii) the Company shall have (x) delivered to each Collateral Agent true and complete
copies of each of the Additional First-Lien Documents relating to such Additional Senior
Class Debt, certified as being true and correct by a Responsible Officer of the Company and
(y) identified in a certificate of an authorized officer the obligations to be designated as
Additional First-Lien Obligations and the initial aggregate principal amount or face amount
thereof;




     (iii) all filings, recordations and/or amendments or supplements to the First-Lien
Security Documents necessary or desirable in the reasonable judgment of the Additional First
Lien Collateral Agent to confirm and perfect the Liens securing the relevant obligations
relating to such Additional Senior Class Debt shall have been made, executed and/or
delivered (or, with respect to any such filings or recordations, acceptable provisions to
perform such filings or recordings have been taken in the reasonable judgment of the
Additional First Lien Collateral Agent), and all fees and taxes in connection therewith
shall have been paid (or acceptable provisions to make such payments have been taken in the
reasonable judgment of the Additional First Lien Collateral Agent); and




     (iv) the Additional First-Lien Documents, as applicable, relating to such Additional
Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral
Agent,



C-18









 






that each Additional Senior Class Debt Party with respect to such Additional Senior
Class Debt will be subject to and bound by the provisions of this Agreement in its capacity
as a holder of such Additional Senior Class Debt.



     Each Authorized Representative acknowledges and agrees that upon execution and delivery of a
Joinder Agreement substantially in the form of Annex II by an additional Additional Senior Class
Debt Representative and each Grantor in accordance with Section 5.13, the Additional First-Lien
Collateral Agent will continue to act in its capacity as Additional First Lien Collateral Agent in
respect of the then existing Authorized Representatives (other than the Credit Agreement Agent) and
such additional Authorized Representative.



     SECTION 5.14 Agent Capacities. Except as expressly provided herein or in the Credit
Agreement Collateral Documents, JPMCB is acting in its capacity as Credit Agreement Agent solely
for the Credit Agreement Secured Parties. Except as expressly provided herein or in the Additional
First Lien Security Documents, [                ] is acting in the capacity of the Additional First-Lien
Collateral Agent solely for the Additional First-Lien Secured Parties. Except as expressly set
forth herein, neither the Credit Agreement Agent or the Additional First-Lien Collateral Agent
shall have any duties or obligations in respect of any of the Collateral, all of such duties and
obligations, if any, being subject to and governed by the applicable Secured Credit Documents.



     SECTION 5.15 Integration. This Agreement together with the other Secured Credit
Documents and the First-Lien Security Documents represents the agreement of each of the Grantors
and the First-Lien Secured Parties with respect to the subject matter hereof and there are no
promises, undertakings, representations or warranties by any Grantor, the Credit Agreement Agent,
any or any other First-Lien Secured Party relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Secured Credit Documents or the First-Lien Security
Documents.



C-19









 





     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.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,




as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,




as Authorized Representative for the Credit Agreement

Secured Parties

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                                           ],



as Additional First-Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                                           ],



as Initial Additional Authorized Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



C-20









 






	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[GRANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



C-21









 






	 	 	 	 	 



ANNEX I




Grantors




Schedule 1




ANNEX I-1











 





ANNEX II




          [FORM OF] JOINDER NO. [     ] dated as of [                    ], 20[ ] to the FIRST-LIEN INTERCREDITOR
AGREEMENT dated as of [___], 20[ ] (the “First-Lien Intercreditor Agreement”), among Lamar
Media Corp., a Delaware corporation (the “Company”), certain subsidiaries and affiliates of
the Company (each a “Grantor”), JPMORGAN CHASE BANK, N.A., as Credit Agreement Agent for
the Credit Agreement Secured Parties under the First-Lien Security Documents (in such capacity, the
“Credit Agreement Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the
Credit Agreement Secured Parties, [                    ], as Additional First-Lien
Collateral Agent, [          ], as Initial Additional Authorized Representative, and
the additional Authorized Representatives from time to time a party thereto.1




          A. Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to such terms in the First-Lien Intercreditor Agreement.




          B. As a condition to the ability of the Company to incur Additional First-Lien Obligations and
to secure such Additional Senior Class Debt with the liens and security interests created by the
Additional First-Lien Security Documents, the Additional Senior Class Debt Representative in
respect of such Additional Senior Class Debt is required to become an Authorized Representative,
and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect
thereof are required to become subject to and bound by, the First-Lien Intercreditor Agreement.
Section 5.13 of the First-Lien Intercreditor Agreement provides that such Additional Senior Class
Debt Representative may become an Authorized Representative, and such Additional Senior Class Debt
and such Additional Senior Class Debt Parties may become subject to and bound by, the First-Lien
Intercreditor Agreement, pursuant to the execution and delivery by the Senior Debt Class
Representative of an instrument in the form of this Joinder and the satisfaction of the other
conditions set forth in Section 5.13 of the First-Lien Intercreditor Agreement. The undersigned
Additional Senior Class Debt Representative (the “New Representative”) is executing this
Representative Joinder in accordance with the requirements of the First-Lien Intercreditor
Agreement and the First-Lien Security Documents.




          Accordingly, each Collateral Agent, each Authorized Representative and the New Representative
agree as follows:




          SECTION 1. In accordance with Section 5.13 of the First-Lien Intercreditor Agreement, the New
Representative by its signature below becomes an Authorized Representative under, and the related
Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and bound
by, the First-Lien Intercreditor Agreement with the same force and effect as if the New
Representative had originally been named therein as an Authorized Representative and the New
Representative, on their behalf and on behalf of such Additional Senior Class Debt Parties, hereby
agree to all the terms and provisions of the First-Lien Intercreditor Agreement applicable to it as
Authorized Representative and to the Additional Senior Class Debt Parties that they represent as
Additional First-Lien Secured Parties. Each reference to an “Authorized Representative” in
the First-Lien Intercreditor Agreement shall be deemed to






 




			
	1	 	In the event of the Refinancing of the
Credit Agreement Obligations, revise to reflect joinder by a new Credit
Agreement Agent




ANNEX II-1









 









include the New Representative. The First-Lien Intercreditor Agreement is hereby incorporated
herein by reference.




          SECTION 2. The New Representative represents and warrants to each Collateral Agent, each
Authorized Representative and the other First-Lien Secured Parties, individually, that (i) it has
full power and authority to enter into this Joinder, in its capacity as [agent] [trustee], (ii)
this Joinder has been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its terms and (iii) the
Additional First-Lien Documents relating to such Additional Senior Class Debt provide that, upon
the New Representative’s entry into this Agreement, the Additional Senior Class Debt Parties in
respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the
First-Lien Intercreditor Agreement as Additional First-Lien Secured Parties.




          SECTION 3. This Joinder may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Joinder
shall become effective when each Collateral Agent shall have received a counterpart of this Joinder
that bears the signatures of the New Representative. Delivery of an executed signature page to
this Joinder by facsimile transmission shall be effective as delivery of a manually signed
counterpart of this Joinder.




          SECTION 4. Except as expressly supplemented hereby, the First-Lien Intercreditor Agreement
shall remain in full force and effect.




          SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 6. In case any one or more of the provisions contained in this Joinder should be held
invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with
such provision for so long as such provision is held to be invalid, illegal or unenforceable, but
the validity, legality and enforceability of the remaining provisions contained herein and in the
First-Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties
hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 5.01 of the First-Lien Intercreditor Agreement. All communications and notices
hereunder to the New Representative shall be given to them at their respective addresses set forth
below their signatures hereto.




          SECTION 8. The Company agrees to reimburse each Collateral Agent and each Authorized
Representative for its reasonable out-of-pocket expenses in connection with this Joinder, including
the reasonable fees, other charges and disbursements of counsel.







ANNEX II-2









 








          IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First-Lien
Intercreditor Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE], as

[          ] for the holders of [                    ],

 	 
	 	By:  	




 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 

	 	 	Address for notices:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	attention of:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Telecopy:	 	 	 	 
	 

	 	 	 	 	 	 





ANNEX II-3









 





Acknowledged by:




JPMORGAN CHASE BANK, N.A.,

as the Credit Agreement Agent and Authorized Representative,




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[                                                            ],

as the Additional First-Lien Collateral Agent and Initial Additional Authorized Representative,




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[OTHER AUTHORIZED REPRESENTATIVES]




LAMAR MEDIA CORP.,

as Company




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



THE OTHER GRANTORS

LISTED ON SCHEDULE I HERETO,




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



ANNEX II-4









 






	 	 	 	 	 



Schedule I to the

Supplement to the

First-Lien Intercreditor Agreement




Grantors



[     ]





Schedule I-1









 





EXHIBIT D-1




[Form of Pledge Agreement]


PLEDGE AGREEMENT




     This PLEDGE AGREEMENT, dated as of [                    ], [                    ] among LAMAR MEDIA CORP., a
corporation duly organized and validly existing under the laws of the State of Delaware (the
“Company”); any domestic “ADDITIONAL SUBSIDIARY BORROWER” that may be designated as such
hereunder pursuant to the below-referenced Credit Agreement (a “Subsidiary Borrower” and,
together with the Company, the “Borrowers”); each of the subsidiaries of the Company listed
on the signature pages hereto under the caption “INITIAL SUBSIDIARY GUARANTORS” (the “Initial
Subsidiary Guarantors”); each of the additional entities, if any, that becomes a “Subsidiary
Guarantor” hereunder as contemplated by Section 6.10 (each an “Additional Subsidiary
Guarantor” and together with the Initial Subsidiary Guarantors, the “Subsidiary
Guarantors”; the Subsidiary Guarantors together with the Borrowers, being herein called the
“Securing Parties”); and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders
party to the Credit Agreement referred to below (in such capacity, together with its successors in
such capacity, the “Administrative Agent”).



W I T N E S S E T H




     WHEREAS, the Securing Parties are parties to that certain Credit Agreement dated as of the
date hereof (the “Credit Agreement”) providing, subject to the terms and conditions
thereof, for extensions of credit (including by means of the making of loans and the issuance of
letters of credit) to be made by the Lenders named therein (collectively, together with any entity
that becomes a “Lender” party to the Credit Agreement after the date hereof as provided therein,
the “Lenders”) to the Borrowers. In addition, the Company and its Subsidiaries may from
time to time be obligated to one or more of the Lenders (or their affiliates) under the Credit
Agreement in respect of one or more Secured Cash Management Agreements or Secured Swap Agreements
(each as defined in the Credit Agreement).



     WHEREAS, to induce the Secured Parties to enter into the Credit Agreement and to extend credit
under the Credit Agreement and to extend credit to the Company and its Subsidiaries under Secured
Cash Management Agreements and Secured Swap Agreements, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Securing Parties
have agreed to pledge and grant a security interest in the Collateral (as so defined) as security
for the Secured Obligations (as so defined).



     NOW, THEREFORE, in consideration for the mutual conditions and agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



ARTICLE XI




DEFINITIONS



     SECTION 11.01. Defined Terms. Terms defined in the Credit Agreement are used herein as
defined therein. In addition, as used herein:



     (a) Certain Uniform Commercial Code Terms. As used herein, the terms
“Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”,
“Commercial Tort Claims”, “Commodity Account”, “Commodity Contract”,
“Deposit Account”, “Document”, “Electronic Chattel Paper”,



 









 




“Equipment”, “Fixture”, “General Intangible”, “Goods”,
“Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit
Right”, “Payment Intangible”, “Proceeds”, “Promissory Note”,
“Software” and “Tangible Chattel Paper” have the respective meanings set forth in
Article 9 of the Uniform Commercial Code, and the terms “Certificated Security”,
“Entitlement Holder”, “Financial Asset”, “Instruction”, “Securities
Account”, “Security”, “Security Certificate”, “Security Entitlement”
and “Uncertificated Security” have the respective meanings set forth in Article 8 of the
Uniform Commercial Code.




     (b) Additional Definitions. In addition, as used herein:



     “Collateral” has the meaning assigned to such term in Article III.



     “Collateral Account” has the meaning assigned to such term in Section 4.01.



     “Controlled Account” means a Deposit Account or a Securities Account of any Obligor,
in each case subject to a control agreement in favor of the Administrative Agent pursuant to which
the Administrative Agent shall have “control” (within the meaning of Sections 9-104 or 9-106, as
applicable, of the UCC) of such Deposit Account or Securities Account, as applicable.



     “Copyright Collateral” means all Copyrights, whether now owned or hereafter acquired
by any Securing Party.



     “Copyrights” means all copyrights, copyright registrations and applications for
copyright registrations, including all renewals and extensions thereof, all rights to recover for
past, present or future infringements thereof and all other rights whatsoever accruing thereunder
or pertaining thereto.



     “Equity Collateral” has the meaning assigned to such term in clause (l) of
Article III.



     “Intellectual Property” means, collectively, all Copyright Collateral, all Patent
Collateral and all Trademark Collateral, together with (a) all inventions, processes, production
methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other
agreements granted to any Securing Party with respect to any of the foregoing, in each case whether
now or hereafter owned or used; (c) all information, customer lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys,
engineering reports, test reports, manuals, materials standards, processing standards, performance
standards, catalogs, computer and automatic machinery software and programs; (d) all field repair
data, sales data and other information relating to sales or service of products now or hereafter
manufactured; (e) all accounting information and all media in which or on which any information or
knowledge or data or records may be recorded or stored and all computer programs used for the
compilation or printout of such information, knowledge, records or data; (f) all licenses,
consents, permits, variances, certifications and approvals of governmental agencies now or
hereafter held by any Securing Party; and (g) all causes of action, claims and warranties now or
hereafter owned or acquired by any Securing Party in respect of any of the items listed above.



     “Issuers” means, collectively, (a) the respective corporations, partnerships or other
entities identified next to the names of the Securing Parties on Schedule 1 (Part 2) under the
caption “Issuer” and (b) any other entity that shall at any time be a subsidiary of any of the
Securing Parties (other than any Foreign Subsidiary that is not directly owned by a Securing
Party).



     “Motor Vehicles” means motor vehicles, tractors, trailers and other like property, if
the title thereto is governed by a certificate of title or ownership.



-2-









 





     “Patent Collateral” means all Patents, whether now owned or hereafter acquired by any
Securing Party, and all income, royalties, damages and payments now or hereafter due and/or payable
under or with respect thereto.



     “Patents” means all patents and patent applications, including the inventions and
improvements described and claimed therein together with the reissues, divisions, continuations,
renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments
now or hereafter due and/or payable with respect thereto, all damages and payments for past or
future infringements thereof and rights to sue therefor, and all rights corresponding thereto
throughout the world.



     “Pledged Equity” has the meaning assigned to such term in paragraph (j) of
Article III.



     “Secured Obligations” means, collectively, (a) in the case of the Borrowers, the
principal of and interest on the Loans made by the Lenders to the Borrowers (including, without
limitation, the Incremental Loans), all LC Disbursements and all other amounts from time to time
owing to the Secured Parties by the Company under the Credit Agreement (including, without
limitation, in respect of its Guarantee under Article III of the Credit Agreement) and all amounts
owing by the Company or any Subsidiary of the Company pursuant to any Secured Cash Management
Agreement or any Secured Swap 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), (c) in the case of each
Securing Party, all other obligations of such Securing Party to the Secured Parties and the
Administrative Agent hereunder and under the Loan documents, and (d) in the case of each of the
foregoing, Secured Obligations shall include all interest thereon and expenses related thereto,
including any interest or expenses accruing or arising after the commencement of any case with
respect to any Securing Party under the United States Bankruptcy Code or any other bankruptcy or
insolvency law (whether or not such interest or expenses are allowed or allowable as a claim in
whole or in part in such case).



     “Secured Parties” means, collectively, Administrative Agent, each Lender, each Issuing
Lender, each Secured Cash Management Bank, each Secured Swap Provider, and any successors or
assigns of any of the foregoing.



     “Trademark Collateral” means all Trademarks, whether now owned or hereafter acquired
by any Securing Party, together, in each case, with the product lines and goodwill of the business
connected with the use of, and symbolized by, each such trade name, trademark and service mark.
Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any
Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being
included as part of the Trademark Collateral.



     “Trademarks” means all trade names, trademarks and service marks, logos, trademark and
service mark registrations, and applications for trademark and service mark registrations,
including all renewals of trademark and service mark registrations, all rights to recover for all
past, present and future infringements thereof and all rights to sue therefor, and all rights
corresponding thereto throughout the world.



     “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to
time in the State of New York; provided, however, that, at any time, if by reason
of mandatory provisions of law, any or all of the perfection or priority of the Administrative
Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect, at
such time, in such other jurisdiction for purposes of



-3-









 




the provisions hereof relating to such perfection or priority and for purposes of definitions
relating to such provisions.




     (c) Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and
Exhibits to, this Agreement and (e) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.



ARTICLE XII




REPRESENTATIONS AND WARRANTIES



     Each Securing Party represents and warrants to each Secured Party that:



     (a) Enforceability, Etc. This Agreement has been duly executed and delivered by such
Securing Party and constitutes, a legal, valid and binding obligation of such Securing Party,
enforceable against such Securing Party 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.



     (b) Title and Priority. Such Securing Party is the sole beneficial owner of the
Collateral in which it purports to grant a security interest pursuant to Article III and no Lien
exists or will exist upon such Collateral at any time (and no right or option to acquire the same
exists in favor of any other Person), except for Liens permitted under Section 7.02 of the Credit
Agreement and except for the pledge and security interest in favor of the Administrative Agent for
the benefit of the Secured Parties created or provided for herein, which pledge and security
interest will, upon perfection under the applicable provisions of the Uniform Commercial Code (but
subject in any event to such Liens permitted under said Section 7.02) constitute a valid, first
priority perfected pledge and security interest in and to all of such Collateral, to the extent
such pledge and security interest can be perfected under the Uniform Commercial Code.



     (c) Names, Etc.



     (i) The full and correct legal name, type of organization, jurisdiction of organization,
organizational ID number (if applicable) and mailing address of each Securing Party as of the date
hereof are correctly set forth in Schedule 2.



     (ii) Schedule 2 correctly specifies the place of business of each Securing Party or, if such
Securing Party has more than one place of business, the location of the chief executive office of
such Securing Party.



-4-









 





     (d) Changes in Circumstances. Such Securing Party has not (i) within the period of
four months prior to the date hereof, changed its location (as defined in Section 9-307 of the
UCC), (ii) except as specified in Schedule 2, heretofore changed its name, or (iii) except as
specified in Schedule 3, heretofore become a “new debtor” (as defined in Section 9-102(a)(56) of
the UCC) with respect to a currently effective security agreement previously entered into by any
other Person.



     (e) Pledged Equity. The Pledged Equity identified under the name of such Securing
Party in Schedule 1 (Part 2) is, and all other Pledged Equity in which such Securing Party shall
hereafter grant a security interest pursuant to Article III will be, duly authorized, validly
existing, fully paid and non-assessable (in the case of any equity interest in a corporation) and
duly issued and outstanding (in the case of any equity interest in any other entity), and none of
such Pledged Equity is or will be subject to any contractual restriction, or any restriction under
the charter, by-laws, partnership agreement or other organizational document of the respective
Issuer of such Pledged Equity, upon the transfer of such Pledged Equity (except for any such
restriction contained herein or identified in Schedule 1 (Part 1)).



     The Pledged Equity identified under the name of such Securing Party in Schedule 1 (Part 2)
constitutes all of the issued and outstanding shares of capital stock, partnership or other
ownership interest of any class or character of the Issuers (and, in the case of any direct Foreign
Subsidiary, 65% of the voting common stock thereof and 100% of any other capital stock thereof)
beneficially owned by such Securing Party on the date hereof (whether or not registered in the name
of such Securing Party) and Schedule 1 (Part 2) correctly identifies, as at the date hereof, the
respective Issuers of such Pledged Equity and (in the case of any corporate Issuer) the respective
class and par value of the shares comprising such Pledged Equity and the respective number of
shares (and registered owners thereof) represented by each such certificate.



     (f) Promissory Notes. Schedule 4 sets forth a complete and correct list of all
Promissory Notes (other than any held in a Securities Account referred to in Schedule 5) held by
any Securing Party on the date hereof having an aggregate principal amount in excess of $500,000.



     (g) Deposit Accounts and Securities Accounts. Schedule 5 sets forth a complete and
correct list of all Deposit Accounts, Securities Accounts and Commodity Accounts of any Securing
Party that are required on the date hereof to be Controlled Accounts pursuant to Section 5.01(d).



     (h) Commercial Tort Claims. Schedule 6 sets forth a complete and correct list of any
Commercial Tort Claim of any Securing Party in existence on the date hereof having an estimated
fair market value exceeding $250,000.



     (i) Fair Labor Standards Act. Any goods now or hereafter produced by such Securing
Party or any of its Subsidiaries included in the Collateral have been and will be produced in
material compliance with the requirements of the Fair Labor Standards Act, as amended.



ARTICLE XIII




COLLATERAL



     As collateral security for the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time
to time arising, each Securing Party hereby pledges and grants to the Administrative Agent, for the
benefit of the Secured Parties, a security interest in all of such Securing Party’s right, title
and interest, to and under the following property, assets and revenues, whether now owned by such
Securing Party or hereafter acquired



-5-









 




and whether now existing or hereafter coming into existence (all of the property, assets and
revenues described in this Article III being collectively referred to herein as the
“Collateral”):




     (i) all Accounts;



     (ii) all As-Extracted Collateral;



     (iii) all Chattel Paper;



     (iv) all Deposit Accounts;



     (v) all Documents;



     (vi) all Equipment;



     (vii) all Fixtures;



     (viii) all General Intangibles;



     (ix) all Goods not covered by the other clauses of this Article III;



     (x) the shares of common and preferred stock of, or partnership and other ownership interest
in, the Issuers identified in Schedule 1 (Part 2) next to the name of such Securing Party (as the
same shall be supplemented from time to time under a Joinder Agreement executed pursuant to Section
6.10) and all other shares of capital stock, or partnership or other ownership interest, of
whatever class or character of the Issuers, now or hereafter owned by such Securing Party, in each
case together with the certificates evidencing the same (collectively, the “Pledged
Equity”);



     (xi) 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;



     (xii) 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 (j) or (k) above and this clause (l) being herein collectively called
the “Equity Collateral”);



     (xiii) all Instruments, including all Promissory Notes;



     (xiv) all Intellectual Property;



     (xv) all Inventory;



     (xvi) all Investment Property not covered by other clauses of this Article III, including all
Securities, all Securities Accounts and all Security Entitlements with respect thereto and
Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;



-6-









 





     (xvii) all Letter-of-Credit Rights;



     (xviii) all Commercial Tort Claims arising out of the events described in Schedule 6;



     (xix) all other tangible and intangible personal property whatsoever of such Securing Party;
and



     (xx) all Proceeds of any of the Collateral, all Accessions to and substitutions and
replacements for, any of the Collateral, all supporting obligations with respect to any Collateral
and all offspring, rents, profits and products of any of the Collateral, and, to the extent related
to any Collateral, all books, correspondence, credit files, records, invoices and other papers
(including all tapes, cards, computer runs and other papers and documents in the possession or
under the control of such Securing Party or any computer bureau or service company from time to
time acting for such Securing Party),


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 or interests in a limited liability
company, 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 or
limited liability company is formed, (ii) in no event shall the security interest granted under
this Article III attach to any lease, license, contract or agreement to which any Securing Party is
a party (or to any of its rights or interests thereunder) if the grant of such security interest
would constitute or result in either (x) the abandonment, invalidation or unenforceability of any
right, title or interest of any Securing Party therein or (y) in a breach or termination pursuant
to the terms of, or a default under, any such lease, license, contract or agreement (other than to
the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409
of the Uniform Commercial Code as in effect in the relevant jurisdiction), (iii) in the case of any
of the foregoing that consists of capital stock in any Foreign Subsidiary that is directly owned by
any Securing Party, the security interest hereunder shall be limited to 65% of the voting common
stock of such Subsidiary and 100% of any other capital stock of such Subsidiary, (iv) in no event
shall the security interest granted under this Article III attach to any capital stock or other
equity interests of any Foreign Subsidiary that is not directly owned by any securing party, (v)
Collateral shall not include assets owned by any Grantor and any proceeds thereof that are subject
to a Lien permitted to be incurred pursuant to Section 7.02(j) of the Credit Agreement to the
extent and for so long as the contract or other agreement in which such Lien is granted validly
prohibits the creation of any other Lien on such assets and proceeds, and (vi) Collateral shall not
include any intent-to-use trademark application to the extent and for so long as creation by a
Securing Party of a security interest therein would result in the loss by such Securing Party of
any material rights therein.




ARTICLE XIV




COLLATERAL ACCOUNT



     (a) Establishment of Collateral Account. Each of the Securing Parties hereby
establishes with the Administrative Agent a cash collateral account (the “Collateral
Account”), which




     (i) to the extent of all Investment Property or Financial Assets (other than cash)
shall be a “securities account” (as defined in Section 8-501 of the UCC) in respect of which
the Administrative Agent shall be the “entitlement holder” (as defined in
Section 8-102(a)(7) of the UCC) and




     (ii) to the extent of any cash, shall be a Deposit Account,



-7-









 




and which shall be in the name and under the control of the Administrative Agent and into which
there shall be deposited from time to time such amounts as are required to be paid to the
Administrative Agent under Section 2.04(i) of the Credit Agreement. As collateral security for the
prompt payment in full when due of such Securing Parties’ obligations in the first instance in
respect of LC Exposure and, after the payment in full of all LC Exposure and the termination or
expiration of all Letters of Credit, for all other Secured Obligations of such Securing Party, each
of the Securing Parties hereby pledges and grants to the Administrative Agent, for the benefit of
the Secured Parties as provided herein, a security interest in all of its right, title and interest
in and to the Collateral Account and the balance from time to time in the Collateral Account
(including the investments and reinvestments therein provided for below). The balance from time to
time in the Collateral Account shall not constitute payment of any Secured Obligations until
applied by the Administrative Agent as provided herein. Anything in this Agreement to the contrary
notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as
provided in this Article IV.




     (b) 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.



     (c) Application. If an Event of Default shall have occurred and be continuing, the
Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their)
discretion at any time and from time to time elect to liquidate any such investments and
reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be
applied such proceeds and any other balances in the Collateral Account to the payment of any of the
Secured Obligations due and payable. If (i) no Event of Default has occurred and is 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.



     (d) 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 XV




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:



     (a) Delivery and Other Perfection. Such Securing Party shall promptly from time to
time give, execute, deliver, file, record, authorize or obtain all such financing statements,
continuation



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statements, notices, instruments, documents, agreements or consents or other papers as may be
necessary or desirable in the judgment of the Administrative Agent to create, preserve, perfect,
maintain the perfection of 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 security
interest, and without limiting the foregoing, shall:




     (i) if any of the shares, securities, moneys or property required to be pledged by such
Securing Party pursuant to Article III are received by such Securing Party, forthwith either
(x) transfer and deliver to the Administrative Agent such shares or securities or instruments
representing or evidencing the same, so received by such Securing Party (together with the
certificates for any such shares and securities duly endorsed in blank or accompanied by such
instruments of assignment and transfer in such form and substance as the Administrative Agent may
reasonably request), all of which thereafter shall be held by the Administrative Agent, pursuant to
the terms of this Agreement, as part of the Collateral or (y) take such other action as the
Administrative Agent reasonably shall deem necessary or appropriate to duly record the Lien created
hereunder in such shares, securities, moneys or property in said Article III;



     (ii) give, execute, deliver, file, record, authorize or obtain any financing statement,
notice, instrument, document, agreement or consent or other papers that may be necessary or
desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or
validate the security interest granted pursuant hereto or to enable the Administrative Agent to
exercise and enforce its rights hereunder with respect to such pledge and security interest,
including causing any or all of the Collateral to be transferred of record into the name of the
Administrative Agent or its nominee (and the Administrative Agent agrees that if any 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 Collateral);



     (iii) promptly (and in any event within 30 days after their acquisition) deliver to the
Administrative Agent any and all Instruments constituting part of the Collateral, endorsed and/or
accompanied by such instruments of assignment and transfer in such form and substance as the
Administrative Agent may request; provided that so long as no Default shall have occurred
and be continuing, the Securing Party may retain for collection in the ordinary course any
Instruments received by the Securing Party in the ordinary course of business and the
Administrative Agent shall, promptly upon request of the Securing Party, make appropriate
arrangements for making any Instrument delivered by the Securing Party available to the Securing
Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to
the extent requested by the Administrative Agent, against trust receipt or like document);



     (iv) subject to Section 5.04(d) promptly (and in any event within 30 days after their
acquisition or formation) enter into such control and other agreements, each in form and substance
reasonably acceptable to the Administrative Agent, as may be required to establish “control”
(within the meaning of Sections 9-104, 9-105, 9-106 and 9-107, as applicable, of the UCC) of the
security interest created hereby in any and all Deposit Accounts, Investment Property, Electronic
Chattel Paper and Letter-of-Credit Rights, and will promptly furnish to the Administrative Agent
true copies thereof, provided that (X) the Securing Parties shall not be required to
establish “control” (within the meaning of Section 9-104 of the UCC) of (i) petty-cash bank
checking accounts used to fund day-to-day operating expenses in the ordinary course of business of
the Company and its Subsidiaries and with respect to which no customer collections are deposited,
(ii) “Logos business” checking accounts with respect to which substantially all of the amounts
deposited therein are subsequently transferred within 30 days to a Controlled Account, (iii) the
deposit account number 816596027 referred to as the “LMC Bond Proceeds Account” and maintained at
JPMorgan Chase Bank, N.A., (iv) the deposit account number 686997867 referred to as the “Lamar
Employee Disaster Relief Fund” and maintained at JPMorgan Chase Bank, N.A., (v) Deposit Accounts
established by any Obligor in connection with such Obligor’s procurement of new business to the
extent



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that such Deposit Accounts are required (in the commercially reasonably judgment of such
Obligor) in connection with such procurement, (vi) Deposit Accounts held by any Securing Party that
is a Foreign Subsidiary and (vii) Deposit Accounts with respect to which the aggregate outstanding
balance in all such Deposit Accounts at no time exceeds $500,000, and (Y) the Securing Parties
shall have until the date 60 days after the date hereof to deliver control agreements or amendments
thereto in favor of the Administrative Agent pursuant to which the Administrative Agent shall have
“control” (within the meaning of Section 9-104 of the UCC) of the Deposit Accounts listed in
Schedule 5;




     (v) 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



     (vi) 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;


provided that, notwithstanding anything herein to the contrary, (i) no Securing Party shall
be required to “perfect” the security interest granted by it hereunder in any Motor Vehicles and
(ii) no Subsidiary Borrower that is a Foreign Subsidiary shall be required to take any actions
under the laws of its jurisdiction of organization to “perfect” (or the local-jurisdiction
equivalent) the security interest granted by it hereunder.




     (b) Other Financing Statements and Liens. Except as otherwise permitted under
Section 7.02 of the Credit Agreement, without the prior written consent of the Administrative Agent
(granted with the authorization of the Required Lenders), no Securing Party shall (a) file or
suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any
financing statement or like instrument with respect to the Collateral in which the Administrative
Agent is not named as the sole secured party for the benefit of the Secured Parties or (b) cause or
permit any Person other than the Administrative Agent to have “control” (as defined in Sections
9-104, 9-105, 9-106 and 9-107, as applicable, of the UCC) of the Collateral Account or any Deposit
Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part
of the Collateral.



     (c) 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.



     (d) Special Provisions Relating to Certain Collateral.



     (i) Equity Collateral.




     (i) 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



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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).




     (ii) 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.




     (iii) If any Event of Default shall have occurred, then so long as such Event of
Default shall continue, and whether or not the Administrative Agent or any Lender exercises
any available right to declare any Secured Obligation due and payable or seeks or pursues
any other relief or remedy available to it under applicable law or under this Agreement, the
Credit Agreement or any other agreement relating to such Secured Obligation, all dividends
and other distributions on the Equity Collateral shall, if requested by the Administrative
Agent in writing, be paid directly to the Administrative Agent and retained by it in the
Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement,
and, if the Administrative Agent shall so request in writing, each Securing Party agrees to
execute and deliver to the Administrative Agent appropriate additional dividend,
distribution and other orders and documents to that end, provided that if such Event of
Default is cured, any such dividend or distribution theretofore paid to the Administrative
Agent shall, upon request of any Securing Party (except to the extent theretofore applied to
the Secured Obligations), be returned by the Administrative Agent to such Securing Party.



     (ii) Intellectual Property.




     (i) For the purpose of enabling the Administrative Agent to exercise rights and
remedies under Section 5.05 at such time as the Administrative Agent shall be lawfully
entitled to exercise such rights and remedies, and for no other purpose, each Securing Party
hereby grants to the Administrative Agent, to the extent assignable, an irrevocable,
non-exclusive license (exercisable without payment of royalty or other compensation to such
Securing Party) to use, assign, license or sublicense any of the Intellectual Property now
owned or hereafter acquired by such Securing Party, wherever the same may be located,
including in such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer programs used for the compilation or printout
thereof.




     (ii) Notwithstanding anything contained herein to the contrary, but subject to any
provision of the Loan Documents that limit the rights of the Securing Parties to dispose of
their property, so long as no Event of Default shall have occurred and be continuing, the
Securing Parties will be permitted to exploit, use, enjoy, protect, license, sublicense,
assign, sell, dispose of or take other actions with respect to the Intellectual Property in
the ordinary course of the business of the Securing Parties. In furtherance of the
foregoing, so long as no Event of Default shall have occurred and be continuing, the
Administrative Agent shall from time to time, upon the request of the respective Securing
Party (through the Company), execute and deliver any instruments, certificates or other
documents, in the form so requested, that such Securing Party (through the Company) shall
have certified are appropriate in its judgment to allow it to take any action permitted
above (including relinquishment of the license provided pursuant to clause (i) immediately
above as to any specific Intellectual Property). Further, upon the payment in full of all
of the Secured Obligations and cancellation or termination of the Commitments and LC
Exposure, or earlier expiration of this Agreement or release of the Collateral, the
Administrative Agent shall grant back to the Securing Parties the license granted pursuant
to clause (i) immediately above. The exercise of rights and remedies under Section 5.05 by
the Administrative Agent shall not



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terminate  the rights of the holders of any licenses or sublicenses theretofore granted by
the Securing Parties in accordance with the first sentence of this clause (ii).




     (iii) If any Securing Party shall at any time after the date hereof (i) obtain any
rights to any additional Intellectual Property or (ii) become entitled to the benefit of any
additional Intellectual Property or any renewal or extension thereof, including any reissue,
division, continuation, or continuation-in-part of any Intellectual Property, or any
improvement on any Intellectual Property, or if any intent-to use trademark application is
no longer subject to the proviso to Article III, the provisions hereof shall automatically
apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall
automatically constitute Collateral as if such would have constituted Collateral at the time
of execution hereof and be subject to the Lien and security interest created by this
Agreement without further action by any party. Each Securing Party shall promptly (and in
any event within 30 days of its acquisition or registration) provide to the Administrative
Agent written notice of any of the foregoing and confirm the attachment of the Lien and
security interest created by this Agreement to any rights described in clauses (i) and (ii)
above by execution of an instrument in form reasonably acceptable to the Administrative
Agent and the filing of such instruments with the United States Patent and Trademark Office
or the United States Copyright Office as shall be reasonably necessary to create, preserve,
protect or perfect the Administrative Agent’s security interest in such Intellectual
Property.



     (iii) Chattel Paper. The Securing Parties will (i) deliver to the Administrative
Agent each original of each item of Chattel Paper at any time constituting part of the Collateral,
and (ii) cause each such original and each copy thereof to bear a conspicuous legend, in form and
substance reasonably satisfactory to the Administrative Agent, indicating that such Chattel Paper
is subject to the security interest granted hereby and that purchase of such Chattel Paper by a
Person other than the Administrative Agent without the consent of the Administrative Agent would
violate the rights of the Administrative Agent.



     (iv) Deposit Accounts and Securities Accounts. No Securing Party shall at any time
establish or maintain any Deposit Account, Securities Account and Commodity Account that is not
subject to a control agreement in form and substance reasonably acceptable to the Administrative
Agent, other than Deposit Accounts not required to be subject to “control” pursuant to the proviso
in Section 5.01(d).



     (v) Commercial Tort Claims. If any Securing Party shall at any time hold or acquire a
Commercial Tort Claim, such Securing Party shall promptly, and in any event, within 10 Business
Days, notify the Administrative Agent in writing signed by such Securing Party of the brief details
thereof and grant to the Administrative Agent in such writing a security interest therein and in
the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and
substance reasonably satisfactory to the Administrative Agent. The requirement in the preceding
sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with
the amount of all other Commercial Tort Claims held by any Securing Party in which the
Administrative Agent does not have a security interest, does not exceed $1,000,000 in the aggregate
for all Securing Parties.



     (e) Remedies.



     (i) Events of Default, Etc. During the period during which an Event of Default shall
have occurred and be continuing, the Administrative Agent shall have all of the rights and remedies
with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not
said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled under the laws in effect in any
jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the
maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership
pertaining to the Collateral as if the



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 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); and without limiting the
foregoing:





     (i) 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;




     (ii) 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;




     (iii) the Administrative Agent may require the Securing Parties to notify (and each
Securing Party hereby authorizes the Administrative Agent so to notify) each account debtor
in respect of any Account, Chattel Paper or General Intangible, and each obligor on any
Instrument, constituting part of the Collateral that such Collateral has been assigned to
the Administrative Agent hereunder, and to instruct that any payments due or to become due
in respect of such Collateral shall be made directly to the Administrative Agent or as it
may direct (and if any such payments, or any other Proceeds of Collateral, are received by
any Securing Party they shall be held in trust by such Securing Party for the benefit of the
Administrative Agent and as promptly as possible remitted or delivered to the Administrative
Agent for application as provided herein);




     (iv) 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;




     (v) the Administrative Agent may apply the Collateral Account and any money or other
property therein to payment of the Secured Obligations;




     (vi) the Administrative Agent may require the Securing Parties to cause 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 of such Equity Collateral is
transferred into its name or the name of its nominee, the Administrative Agent will
thereafter promptly give to the respective Securing Party (through the Company) copies of
any notices and communications received by it with respect to such Equity Collateral); and




     (vii) 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. In the event of any sale, assignment or other disposition of any of
the Trademark Collateral, the goodwill connected with and symbolized by the Trademark
Collateral subject to such disposition



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shall be included. 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


provided that, notwithstanding anything herein to the contrary, the Administrative Agent
shall only deliver a “Shifting Control Notice”, “Notice of Exclusive Control” or other like notice
under any control agreement and any other agreements required to establish “control” (within the
meaning of Sections 9-104 and 9-106, as applicable, of the UCC) with respect to any Collateral if
an Event of Default shall have occurred and be continuing.




     The proceeds of each collection, sale or other disposition under this Section 5.05 shall be
applied in accordance with Section 5.09.



     (ii) Certain Securities Act Limitations. 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.



     (iii) Notice. The Securing Parties agree that to the extent the Administrative Agent
is required by applicable law to give reasonable prior notice of any sale or other disposition of
any Collateral, ten business days’ notice shall be deemed to constitute reasonable prior notice.



     (f) 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.



     (g) Removals, Etc. Without at least 30 days’ prior written notice to the
Administrative Agent, no Securing Party shall (i) change its location (as defined in Section 9-307
of the UCC), (ii) change its name from the name shown as its current legal name on Schedule 2, or
(iii) agree to or authorize any modification of the terms of any item of Collateral that would
result in a change thereof from one Uniform Commercial Code category to another such category (such
as from a General Intangible to Investment Property), if the effect thereof would be to result in a
loss of perfection of, or diminution of priority for, the security interests created hereunder in
such item of Collateral, or the loss of control (within the meaning of Section 9-104, 9-105, 9-106
or 9-107 of the UCC) over such item of Collateral.



     (h) 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,



-14-









 




even if the Administrative Agent accepts the first offer received and does not offer the
Collateral to more than one offeree.




     (i) 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.



     (j) Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement
to the Administrative Agent while no Event of Default has occurred and is continuing, upon the
occurrence and during the continuance of any Event of Default the Administrative Agent is hereby
appointed the attorney-in-fact of the Securing Parties for the purpose of carrying out the
provisions of this Article and taking any action and executing any instruments that the
Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, so long as the Administrative Agent shall be entitled under this
Article to make collections in respect of the Collateral, the Administrative Agent shall have the
right and power to receive, endorse and collect all checks made payable to the order of any
Securing Party representing any dividend, payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.



     (k) 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, (ii) deliver to the Administrative Agent all certificates identified in Schedule 1
(Part 2) hereto, accompanied by undated stock powers duly executed in blank and (iii) deliver to
the Administrative Agent the originals of all of the Promissory Notes described in Schedule 4.
Without limiting the foregoing, each Securing Party authorizes the Administrative Agent to file
Uniform Commercial Code financing statements describing the Collateral as “all assets” or “all
personal property and fixtures” of such Securing Party or words of similar effect (provided that no
such description shall be deemed to modify the description of Collateral set forth in Article III)



-15-









 





     (l) Termination. When all Secured Obligations shall have been paid in full and the
Commitments of the Lenders under the Credit Agreement and all LC Exposure shall have expired or
been terminated, this Agreement shall terminate, and the Administrative Agent shall promptly at the
expense of the Securing Parties cause to be assigned, transferred and delivered, against receipt
but without any recourse, warranty or representation whatsoever, any remaining Collateral and money
received in respect thereof, to or on the order of the respective Securing Party. The
Administrative Agent shall also execute and deliver to each Securing Party upon such termination
such Uniform Commercial Code termination statements and such other documentation as shall be
reasonably requested by such Securing Party to effect the termination and release of the Liens on
the Collateral.



     (m) 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 XVI




MISCELLANEOUS



     (a) Notices. All notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:



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



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



     (iii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services
Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002-6925, Attention of Shadia Aminu
(Facsimile No. (713) 750-2878), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th
Floor, New York, New York 10179, Attention of Christophe Vohmann (Facsimile No. (212) 270-5127).


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.




     (b) Waivers; Amendments.



     No Deemed Waivers. No failure or delay by any Secured Party in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Secured Parties hereunder are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Securing Parties therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which
given.



-16-









 





     Amendments. Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into by the Securing
Parties party thereto, and by the Administrative Agent with the consent of the appropriate Secured
Parties as more particularly provided in Section 10.02(c) of the Credit Agreement.



     (c) Expenses.



     Reimbursement of Expenses. The Securing Parties jointly and severally agree to
reimburse each of the Secured Parties for all reasonable costs and expenses of the Secured Parties
(including, without limitation, the reasonable fees and expenses of legal counsel to the
Administrative Agent and the Lenders; provided, that the Lenders and the Issuing Lenders
(but not the Administrative Agent) shall be limited to one counsel together for the Lenders and the
Issuing Lenders as a group so long as any Lender or any Issuing Lender, as the case may be, has
not, in good faith (and based on advice of counsel for such Lender or such Issuing Lender, as the
case may be), reasonably determined that its interests conflict sufficiently with those of the
other Lenders to warrant the employment of separate counsel for such Lender or such Issuing Lender,
as the case may be, in which case such Lender or such Issuing Lender shall be paid, or reimbursed
for payment of, the fees, charges and disbursements of such separate counsel) in connection with
(i) any Default and any enforcement or collection proceeding resulting therefrom, including,
without limitation, all manner of participation in or other involvement with (w) performance by the
Administrative Agent of any obligations of the Securing Parties in respect of the Collateral that
the Securing Parties have failed or refused to perform, (x) bankruptcy, insolvency, receivership,
foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any
exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral,
and for the care of the Collateral and defending or asserting rights and claims of the
Administrative Agent in respect thereof, by litigation or otherwise, (y) judicial or regulatory
proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement
of this Section 6.03, and all such costs and expenses shall be Secured Obligations entitled to the
benefits of the collateral security provided pursuant to Article III hereof.



     Payment Upon Demand. All amounts due under this Section 6.03 shall be payable
promptly after written demand therefor.



     (d) 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.



     (e) Counterparts. This Agreement may be executed in counterparts (and by the parties
hereto on different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.



     (f) 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.



-17-









 





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



     (h) 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.



     (i) 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.



     (j) Additional Subsidiary Guarantors. As contemplated by Section 6.10(a) of the
Credit Agreement, in the event that any Securing Party shall form or acquire any new Subsidiary
after the date hereof, such Securing Party will cause such new Subsidiary to execute and deliver to
the Administrative Agent a Joinder Agreement in the form provided in 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 Schedule 1 hereto shall be deemed to be supplemented in the manner specified
in said Joinder Agreement.



     (k) First Lien Intercreditor Agreement. In the event the Administrative Agent enters
into the Intercreditor Agreement (as such term is defined in the Credit Agreement), the provisions
of this Agreement shall be subject to the provisions of such Intercreditor Agreement and in the
event of any conflict between this Agreement and the Intercreditor Agreement, the provisions of the
Intercreditor Agreement shall govern and control.



     (l) Limitations Regarding Foreign Subsidiary Borrowers. Anything herein to the
contrary notwithstanding, it is the intention of this Agreement that in no event shall any Lien
that may be granted hereunder upon property of a Subsidiary Borrower that is a Foreign Subsidiary
secure any Secured Obligations other than the Secured Obligations of such Subsidiary Borrower.



     (m) Entire Agreement. This Agreement and the other Loan Documents 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.



[Signature Pages Follow]



-18-









 





     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 MEDIA CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to the Pledge Agreement



 









 





	 	 	 	 	 
	 	INITIAL SUBSIDIARY GUARANTORS







[                                                            ]

 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to the Pledge Agreement



 









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT
	 
	 
	 	
JPMORGAN CHASE BANK, N.A.,

as Administrative Agent
 	 
	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT D-2




[Form of Holdings Guaranty and Pledge Agreement]




GUARANTY AND PLEDGE AGREEMENT



          GUARANTY AND PLEDGE AGREEMENT dated as of [ ], 2010 between LAMAR
ADVERTISING COMPANY, a corporation duly organized and validly existing under the laws of the State
of Delaware (“Holdings”), and JPMorgan Chase Bank, N.A., as administrative agent for the
Lenders party to the Credit Agreement referred to below (in such capacity, together with its
successors in such capacity, the “Administrative Agent”).




          Lamar Media Corp., a Delaware corporation (the “Company”), Lamar Advertising of Puerto
Rico, Inc., a corporation organized under the laws of Puerto Rico and any “Additional Subsidiary
Borrower” that may be designated as such (the “Subsidiary Borrowers” and together with the
Company, the “Borrowers”), the Subsidiary Guarantors named therein, the lenders named
therein and JPMorgan Chase Bank, N.A., as administrative agent, are party to a Credit Agreement
dated as of April 28, 2010 (as modified and supplemented and in effect from time to time, the
“Credit Agreement”) providing, subject to the terms and conditions thereof, for extensions
of credit (by means of loans and letters of credit) to be made by said lenders (collectively,
together with any entity that becomes a “Lender” party to the Credit Agreement after the date
hereof as provided therein, the “Lenders” and, together with Administrative Agent, each
Issuing Lender, Secured Cash Management Bank and Secured Swap Provider (each as defined in the
Credit Agreement) and any successors or assigns of any of the foregoing, the “Secured
Parties”). In addition, the Company and its Subsidiaries may from time to time be obligated
to one or more of the Lenders (or their affiliates) under the Credit Agreement in respect of one or
more Secured Cash Management Agreements or Secured Swap Agreements (each as defined in the Credit
Agreement).




          To induce the Secured Parties to enter into the Credit Agreement, and to extend credit
thereunder and to extend credit to the Company and its Subsidiaries under Secured Cash Management
Agreements and Secured Swap Agreements, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Holdings has agreed to pledge and grant a
security interest in the Collateral (as so defined) as security for the Secured Obligations (as so
defined). Accordingly, the parties hereto agree as follows:




ARTICLE I




DEFINITIONS



          SECTION 1.01. Defined Terms. Terms defined in the Credit Agreement are used herein
as defined therein. In addition, as used herein:




          “Collateral” has the meaning assigned to such term in Article IV.




          “Instrument” has the meaning assigned to such term in paragraph (d) of Article IV.




          “Pledged Stock” has the meaning assigned to such term in paragraph (a) of Article IV.




          “Secured Obligations” means, collectively, all obligations of Holdings hereunder
(including, without limitation) in respect of its Guarantee under Article II hereof) and shall
include all interest and fees accruing after commencement of any bankruptcy or insolvency
proceeding against Holdings or any of its subsidiaries, whether or not allowed in such proceeding.







 









 








          “Stock Collateral” has the meaning assigned to such term in clause (c) of Article IV.




          “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to
time in the State of New York.




          SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and
Exhibits to, this Agreement and (e) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.




ARTICLE II




GUARANTEE BY HOLDINGS



          SECTION 2.01. The Guarantee. Holdings hereby guarantees to each Lender, each Secured
Cash Management Bank, each Secured Swap Provider, each Issuing Lender and the Administrative Agent
and their respective successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the
Lenders to the Borrowers (including without limitation, any Incremental Loans), all LC
Disbursements and all other amounts from time to time owing to the Secured Parties by the Borrowers
under the Credit Agreement or under any other Loan Document, and all obligations of the Company or
any of its Subsidiaries to any Secured Party under any Secured Cash Management Agreement or Secured
Swap Agreement, in each case strictly in accordance with the terms thereof (such obligations being
herein collectively called the “Guaranteed Obligations”). Holdings further agrees that if
any Borrower of other obligations shall fail to pay in full when due (whether at stated maturity,
by acceleration or otherwise) any of the Guaranteed Obligations, Holdings will promptly pay the
same, without any demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms
of such extension or renewal.




          SECTION 2.02. Obligations Unconditional. The obligations of Holdings under Section
2.01 are absolute and unconditional irrespective of the value, genuineness, validity, regularity or
enforceability of this Agreement, the other Loan Documents or any other agreement or instrument
referred to herein or therein, or any substitution, release or exchange of any other guarantee of
or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor, it being the intent of this
Section 2.02 that the obligations of Holdings hereunder shall be absolute and unconditional under
any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the
occurrence of any one or more of the following shall not alter or impair the liability of Holdings
hereunder which shall remain absolute and unconditional as described above:







 









 









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




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




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




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


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




          SECTION 2.03. Reinstatement. The obligations of Holdings under this Article II shall
be automatically reinstated if and to the extent that for any reason any payment by or on behalf of
either Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and Holdings agrees that it will indemnify the
Administrative Agent and each Secured Party on demand for all reasonable costs and expenses
(including fees of counsel) incurred by the Administrative Agent or such Secured Party in
connection with such rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.




          SECTION 2.04. Subrogation. Holdings hereby waives all rights of subrogation or
contribution, whether arising by contract or operation of law (including, without limitation, any
such right arising under the Federal Bankruptcy Code of 1978, as amended) or otherwise by reason of
any payment by it pursuant to the provisions of this Article II and further agrees with each
Borrower for the benefit of each of its creditors (including, without limitation, each Issuing
Lender, each Lender and the Administrative Agent) that any such payment by it shall constitute a
contribution of capital by Holdings to such Borrower.




          SECTION 2.05. Remedies. Holdings agrees that, as between Holdings and the Lenders,
the obligations of each Borrower hereunder may be declared to be forthwith due and payable as
provided in Article VIII of the Credit Agreement or Section 2.04(i) of the Credit Agreement, as
applicable (and shall be deemed to have become automatically due and payable in the circumstances
provided in Article VIII of the Credit Agreement or Section 2.04(i) of the Credit Agreement, as
applicable) for purposes of Section 2.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due and payable) as
against such Borrower and that, in the event of such declaration (or such obligations being deemed
to have become automatically due and






 









 







 payable), such obligations (whether or not due and payable by such Borrower) shall forthwith
become due and payable by Holdings for purposes of Section 2.01.




          SECTION 2.06. Instrument for the Payment of Money. Holdings hereby acknowledges that
the guarantee in this Article II constitutes an instrument for the payment of money, and consents
and agrees that any Issuing Lender, any Lender or the Administrative Agent, at its sole option, in
the event of a dispute by Holdings in the payment of any moneys due hereunder, shall have the right
to bring motion-action under New York CPLR Section 3213.




          SECTION 2.07. Continuing Guarantee. The guarantee in this Article II is a continuing
guarantee, and shall apply to all Guaranteed Obligations whenever arising.




ARTICLE III




REPRESENTATIONS AND WARRANTIES



          Holdings represents and warrants that:




          SECTION 3.01. Organization; Powers. Holdings is duly organized, validly existing and
in good standing under the laws of its state of organization. Holdings has all requisite power and
authority under its organizational documents to carry on its business as now conducted and, except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required.




          SECTION 3.02. Authorization; Enforceability. The execution, delivery and performance
by Holdings of this Agreement are within its corporate power and have been duly authorized by all
necessary corporate and, if required, stockholder action on its part. This Agreement has been duly
executed and delivered by Holdings and constitutes a legal, valid and binding obligation of
Holdings, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.




          SECTION 3.03. Governmental Approvals; No Conflicts. The execution, delivery and
performance by Holdings of this Agreement (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority or any other
person, (b) will not violate any applicable law, policy or regulation or the charter or by-laws of
Holdings or any order of any Governmental Authority, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon Holdings, or any of its assets, or
give rise to a right thereunder to require any payment to be made by Holdings, and (d) except for
the Liens created hereunder, will not result in the creation or imposition of any Lien on any asset
of Holdings.




          SECTION 3.04. Investment and Holding Company Status. Neither Holdings nor any of its
subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) a “holding company” as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended.




          SECTION 3.05. Capitalization. The authorized capital stock of Holdings consists, on
the date hereof, of an aggregate of 213,510,000 shares consisting of (i) 175,000,000 shares of
Class A common stock, with par value of $.001 per share, of which, as of April 1, 2010, 77,026,230
shares are duly and validly issued and outstanding, each of which shares is fully paid and
nonassessable,






 









 







(ii) 37,500,000 shares of Class B common stock, with par value of $.001 per share, of which, as of
April 1, 2010, 15,172,865 shares are duly and validly issued and outstanding, each of which shares
is fully paid and nonassessable, (iii) 10,000 shares of Class A preferred stock, with par value of
$638.00 per share, of which, as of the date hereof, no shares are issued and outstanding, and (iv)
1,000,000 shares of undesignated preferred stock, with par value of $.001 per share, of which, as
of April 1, 2010, 5,720 shares are designated as Series AA preferred stock, $.001 par value per
share, and of which, as of as of April 1, 2010, 5,719.49 shares are validly issued and outstanding,
each of which shares is fully paid and nonassessable. Except as set forth in Schedule 2 hereto, as
of the date hereof, (x) there are no outstanding Equity Rights with respect to Holdings and (y)
there are no outstanding obligations of Holdings or any of its Subsidiaries to repurchase, redeem,
or otherwise acquire any shares of capital stock of Holdings nor are there any outstanding
obligations of Holdings or any of its Subsidiaries to make payments to any Person, such as “phantom
stock” payments, where the amount thereof is calculated with reference to the fair market value or
equity value of Holdings or any of its Subsidiaries.




          SECTION 3.06. The Collateral.




          (a) Title and Priority. Holdings is the sole beneficial owner of the Collateral in
which it purports to grant a security interest pursuant to Article IV and no Lien exists or will
exist upon such Collateral at any time (and no right or option to acquire the same exists in favor
of any other Person), except for the pledge and security interest in favor of the Administrative
Agent for the benefit of the Secured Parties created or provided for herein, which pledge and
security interest will, upon perfection under the applicable provisions of the Uniform Commercial
Code constitute a first priority perfected pledge and security interest in and to all of such
Collateral, to the extent such pledge and security interest can be perfected under the Uniform
Commercial Code.




          (b) Pledged Stock. The Pledged Stock is, and all other Pledged Stock in which
Holdings shall hereafter grant a security interest pursuant to Article IV will be, duly authorized,
validly existing, fully paid and non-assessable, and none of such Pledged Stock is or will be
subject to any contractual restriction, or any restriction under the charter or by-laws of the
Company, upon the transfer of such Pledged Stock (except for any such restriction contained herein
or identified in Schedule 1).




          The Pledged Stock identified in Schedule 1 constitutes all of the issued and outstanding
shares of capital stock of any class or character of the Company beneficially owned by Holdings on
the date hereof (whether or not registered in the name of Holdings) and Schedule 1 correctly
identifies, as at the date hereof, the respective class and par value of the shares comprising such
Pledged Stock and the respective number of shares (and registered owners thereof) represented by
each such certificate.




          (c) Instruments. Schedule 3 sets forth a complete and correct list of all Instruments
held by Holdings on the date hereof.




ARTICLE IV




COLLATERAL



          As collateral security for the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the Secured Obligations, Holdings hereby pledges and grants to the
Administrative Agent, for the benefit of the Secured Parties as hereinafter provided, a security
interest in all of Holdings’ right, title and interest in the following property, whether now owned
by Holdings or hereafter acquired and whether now existing or hereafter coming into existence (all
being collectively referred to herein as “Collateral”):







 









 









     (a) the shares of common and preferred stock of the Company identified in Schedule 1
and all other shares of capital stock of whatever class or character of the Company, now or
hereafter owned by Holdings, in each case together with the certificates evidencing the same
(collectively, the “Pledged Stock”);




     (b) all shares, securities, moneys or property representing a dividend on any of the
Pledged Stock, or representing a distribution or return of capital upon or in respect of the
Pledged Stock, or resulting from a split-up, revision, reclassification or other like change
of the Pledged Stock or otherwise received in exchange therefor, and any subscription
warrants, rights or options issued to the holders of, or otherwise in respect of, the
Pledged Stock;




     (c) without affecting the obligations of Holdings under any provision prohibiting such
action hereunder or under the Credit Agreement, in the event of any consolidation or merger
in which the Company is not the surviving entity, all ownership interests of any class or
character of the successor entity (unless such successor entity is Holdings itself) formed
by or resulting from such consolidation or merger (the Pledged Stock, together with all
other certificates, shares, securities, properties or moneys as may from time to time be
pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein
collectively called the “Stock Collateral”);




     (d) all instruments identified in Schedule 3 (herein collectively called the
“Instruments”); and




     (e) all proceeds of and to any of the property of Holdings described in the preceding
clauses of this Article IV (including, without limitation, all causes of action, claims and
warranties now or hereafter held by Holdings in respect of any of the items listed above)
and, to the extent related to any property described in said clauses or such proceeds, all
books, correspondence, credit files, records, invoices and other papers.



ARTICLE V




COVENANTS



          Holdings agrees that it will not, until the payment and satisfaction in full of the Secured
Obligations and the Commitments of the Lenders under the Credit Agreement shall have expired or
been terminated:





     (a) enter into any transaction of merger, amalgamation or consolidation, or dissolve
itself, other than any such transaction in which Holdings is the continuing or surviving
corporation if, after giving effect thereto, no Default shall have occurred and be
continuing;




     (b) create, incur, assume or suffer to exist any Lien upon any of the Collateral, other
than Liens securing Indebtedness of the Borrowers under the Credit Agreement;




     (c) create, incur, or suffer to exist any Indebtedness, other than in respect of (i)
the Credit Agreement, (ii) the Holdings Senior Notes, (iii) purchase money Indebtedness
incurred or guaranteed by Holdings to support the business or operations of the Company or
any Resstricted Subsidiary, or (iv) additional Indebtedness so long as (in the case of
Indebtedness described in this clause (iv)) the covenants of such Indebtedness are not
inconsistent with the covenants found in the Credit Agreement, as reasonably determined by
the Administrative Agent and do not, in any event, impose restrictions upon borrowings and
other extensions of credit under the Credit Agreement, such as the imposition of an
incurrence test (except to the extent that such incurrence



 









 







test expressly permits the incurrence of Indebtedness under the Credit Agreement up to
amount equal to the then current aggregate amount of the Commitments thereunder) and (ii)
Holdings furnishes to the Administrative Agent on the date of such issuance (other than in
respect of purchase money Indebtedness in a principal amount of less than $1,000,000) a
certificate of its chief financial officer demonstrating in reasonable detail compliance
with the foregoing conditions;




     (d) engage in any business or other activity (including the ownership of operating
assets) other than (i) the business of holding the shares of capital stock of the Company,
(ii) holding shares or other equity interests in Special Acquisition Subsidiaries, (iii)
activities relating to Qualified Holdings Obligations, (iv) incurrences of Indebtedness
permitted pursuant to clause (c) of this Article V, (v) the incurrence of Surety Bond
Obligations in respect of surety bonds issued to support the business or operations of the
Company or any Restricted Subsidiary, (vi) the ownership and leasing of equipment for use by
the Company and its Restricted Subsidiaries in the ordinary course of business, consistent
with past practices and (vi) entering into and incurring liabilities under billboard site
leases on behalf of the Company and the Company’s Restricted Subsidiaries in the ordinary
course of business, consistent with past practices; and




     (e) permit any of the provisions of Section 7.09(a), 7.09(b) or 7.09(c) of the Credit
Agreement to be breached.



ARTICLE VI




FURTHER ASSURANCES; REMEDIES



          In furtherance of the grant of the pledge and security interest pursuant to Article IV,
Holdings hereby agrees as follows:




          SECTION 6.01. Delivery and Other Perfection. Holdings shall:





     (a) if any of the shares, securities, moneys or property required to be pledged by it
under clauses (a), (b) or (c) of Article IV are received by Holdings, forthwith either (x)
transfer and deliver to the Administrative Agent such shares or securities so received by
Holdings (together with the certificates for any such shares and securities duly endorsed in
blank or accompanied by undated stock powers duly executed in blank), all of which
thereafter shall be held by the Administrative Agent, pursuant to the terms of this
Agreement, as part of the Collateral or (y) take such other action as the Administrative
Agent reasonably shall deem necessary or appropriate to duly record the Lien created
hereunder in such shares, securities, moneys or property in said clauses (a), (b) and (c);




     (b) promptly (and in any event within 30 days of their acquisition) deliver and pledge
to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such
instruments of assignment and transfer in such form and substance as the Administrative
Agent may reasonably request;




     (c) give, execute, deliver, file and/or record any financing statement, notice,
instrument, document, agreement or other papers that may be necessary or desirable (in the
reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate
the security interest granted pursuant hereto or to enable the Administrative Agent to
exercise and enforce its rights hereunder with respect to such pledge and security interest,
including causing any or all of the Stock Collateral to be transferred of record into the
name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if
any Stock Collateral is transferred into its



 









 







name or the name of its nominee, the Administrative Agent will thereafter promptly give
to Holdings copies of any notices and communications received by it with respect to the
Stock Collateral);




     (d) keep full and accurate books and records relating to the Collateral, and stamp or
otherwise mark such books and records in such manner as the Administrative Agent may
reasonably require in order to reflect the security interests granted by this Agreement; and




     (e) permit representatives of the Administrative Agent, upon reasonable notice, at any
time during normal business hours to inspect and make abstracts from its books and records
pertaining to the Collateral, and permit representatives of the Administrative Agent to be
present at Holdings’ place of business to receive copies of all communications and
remittances relating to the Collateral, and forward copies of any notices or communications
received by Holdings with respect to the Collateral, all in such manner as the
Administrative Agent may reasonably require.



          SECTION 6.02. Other Financing Statements and Liens. Without the prior written
consent of the Administrative Agent (granted with the authorization of the Required Lenders),
Holdings shall not file or suffer to be on file, or authorize or permit to be filed or to be on
file, in any jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Administrative Agent is not named as the sole secured party for the benefit
of the Secured Parties.




          SECTION 6.03. Preservation of Rights. The Administrative Agent shall not be required
to take steps necessary to preserve any rights against prior parties to any of the Collateral.




          SECTION 6.04. Special Provisions Relating to Stock Collateral and Instruments.




          (a) Voting Powers, Etc. So long as no Event of Default shall have occurred and be
continuing, Holdings shall have the right to exercise all voting, consensual and other powers of
ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of
this Agreement, the other Loan Documents or any other instrument or agreement referred to herein or
therein, provided that Holdings agrees that it will not vote the Stock Collateral in any
manner that is inconsistent with the terms of this Agreement, the other Loan Documents or any such
other instrument or agreement; and the Administrative Agent shall execute and deliver to Holdings
or cause to be executed and delivered to Holdings all such proxies, powers of attorney, dividend
and other orders, and all such instruments, without recourse, as Holdings may reasonably request
for the purpose of enabling Holdings to exercise the rights and powers that it is entitled to
exercise pursuant to this Section 6.04(a).




          (b) Retention of Dividends and Distributions. Unless and until an Event of Default
has occurred and is continuing, Holdings shall, subject to Article VII of the Credit Agreement, be
entitled to receive and retain any dividends, distributions or proceeds in respect of the Stock
Collateral, provided, that in any event, Holdings shall be entitled to receive and retain
such dividends, distributions or proceeds to the extent permitted under Section 7.06 of the Credit
Agreement.




          (c) Rights with respect to Instruments. So long as no Event of Default shall have
occurred and be continuing, Holdings shall have the right to exercise or waive any and all rights
and remedies it may have as a payee under any Instrument, subject to any restrictions set forth in
such Instrument, provided that Holdings agrees that it will not waive or exercise any such
right or remedy in any manner that is inconsistent with the terms of this Agreement, the other Loan
Documents or any such other instrument.







 









 








          SECTION 6.05. Events of Default, Etc. During the period during which an Event of
Default shall have occurred and be continuing:





     (a) Holdings shall, at the request of the Administrative Agent, assemble the Collateral
owned by it at such place or places, reasonably convenient to both the Administrative Agent
and Holdings, designated in its request;




     (b) the Administrative Agent may make any reasonable compromise or settlement deemed
desirable with respect to any of the Collateral and may extend the time of payment, arrange
for payment in installments, or otherwise modify the terms of, any of the Collateral;




     (c) the Administrative Agent shall have all of the rights and remedies with respect to
the Collateral of a secured party under the Uniform Commercial Code (whether or not said
Code is in effect in the jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled under the laws in effect
in any jurisdiction where any rights and remedies hereunder may be asserted, including the
right, to the maximum extent permitted by law, to exercise all voting, consensual and other
powers of ownership pertaining to the Collateral as if the Administrative Agent were the
sole and absolute owner thereof (and Holdings agrees to take all such action as may be
appropriate to give effect to such right);




     (d) the Administrative Agent in its discretion may, in its name or in the name of
Holdings or otherwise, demand, sue for, collect or receive any money or property at any time
payable or receivable on account of or in exchange for any of the Collateral, but shall be
under no obligation to do so; and




     (e) the Administrative Agent may, upon ten business days’ prior written notice to
Holdings of the time and place, with respect to the Collateral or any part thereof that
shall then be or shall thereafter come into the possession, custody or control of the
Administrative Agent or any of its respective agents, sell, lease, assign or otherwise
dispose of all or any part of such Collateral, at such place or places as the Administrative
Agent deems best, and for cash or for credit or for future delivery (without thereby
assuming any credit risk), at public or private sale, without demand of performance or
notice of intention to effect any such disposition or of the time or place thereof (except
such notice as is required above or by applicable statute and cannot be waived), and the
Administrative Agent or anyone else may be the purchaser, lessee, assignee or recipient of
any or all of the Collateral so disposed of at any public sale (or, to the extent permitted
by law, at any private sale) and thereafter hold the same absolutely, free from any claim or
right of whatsoever kind, including any right or equity of redemption (statutory or
otherwise), of Holdings, any such demand, notice and right or equity being hereby expressly
waived and released. The Administrative Agent may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and such sale may be made at any time
or place to which the sale may be so adjourned.


The proceeds of each collection, sale or other disposition under this Section 6.05 shall be applied
in accordance with Section 6.08.




          Holdings recognizes that, by reason of certain prohibitions contained in the Securities Act of
1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled,
with respect to any sale of all or any part of the Collateral, to limit purchasers to those who
will agree, among other things, to acquire the Collateral for their own account, for investment and
not with a view to the distribution or resale thereof. Holdings acknowledges that any such private
sales may be at prices and






 









 







on terms less favorable to the Administrative Agent than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner and that the
Administrative Agent shall have no obligation to engage in public sales and no obligation to delay
the sale of any Collateral for the period of time necessary to permit Holdings to register it for
public sale.




          SECTION 6.06. Removals, Etc. Without at least 30 days’ prior written notice to the
Administrative Agent, Holdings shall not (i) maintain any of its books and records with respect to
the Collateral at any office or maintain its principal place of business other than at the address
for notices specified in Section 7.01, (ii) change its name, or the name under which it does
business, from the name shown on the signature pages hereto or (iii) change its jurisdiction of
incorporation.




          SECTION 6.07. Private Sale. No Secured Party shall incur any liability as a result
of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 6.05
conducted in a commercially reasonable manner. So long as such sale is conducted in a commercially
reasonable manner, Holdings hereby waives any claims against the Secured Parties arising by reason
of the fact that the price at which the Collateral may have been sold at such a private sale was
less than the price that might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Administrative Agent accepts the first offer
received and does not offer the Collateral to more than one offeree.




          SECTION 6.08. Application of Proceeds. Except as otherwise herein expressly
provided, the proceeds of any collection, sale or other realization of all or any part of the
Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent under
this Article VI, shall be applied by the Administrative Agent:





     First, to the payment of the costs and expenses of such collection, sale or
other realization, including reasonable out-of-pocket costs and expenses of the
Administrative Agent and the fees and expenses of its agents and counsel, and all expenses
incurred and advances made by the Administrative Agent in connection therewith;




     Next, to the payment in full of the Secured Obligations, in each case equally
and ratably in accordance with the respective amounts thereof then due and owing or as the
Secured Parties holding the same may otherwise agree; and




     Finally, to the payment to Holdings, or its successors or assigns, or as a
court of competent jurisdiction may direct, of any surplus then remaining.



          As used in this Article VI, “proceeds” of Collateral shall mean cash, securities and
other property realized in respect of, and distributions in kind of, Collateral, including any
thereof received under any reorganization, liquidation or adjustment of debt of Holdings or any
issuer of or obligor on any of the Collateral.




          SECTION 6.09. Attorney-in-Fact. Without limiting any rights or powers granted by
this Agreement to the Administrative Agent while no Event of Default has occurred and is
continuing, upon the occurrence and during the continuance of any Event of Default the
Administrative Agent is hereby appointed the attorney-in-fact of Holdings for the purpose of
carrying out the provisions of this Article and taking any action and executing any instruments
that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof,
which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without
limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled
under this Article to make collections in respect of the Collateral, the






 









 







Administrative Agent shall have the right and power to receive, endorse and collect all checks made
payable to the order of Holdings representing any dividend, payment or other distribution in
respect of the Collateral or any part thereof and to give full discharge for the same.




          SECTION 6.10. Perfection. Prior to or concurrently with the execution and delivery
of this Agreement, Holdings shall (i) file such financing statements and other documents in such
offices as the Administrative Agent may request to perfect the security interests granted by
Article IV and (ii) deliver to the Administrative Agent all certificates identified in Schedule 1
hereto, accompanied by undated stock powers duly executed in blank.




          SECTION 6.11. Termination. When all Secured Obligations shall have been paid in full
and the Commitments of the Lenders under the Credit Agreement and all LC Exposure shall have
expired or been terminated, this Agreement shall terminate, and the Administrative Agent shall
promptly at the expense of the Company or Holdings cause to be assigned, transferred and delivered,
against receipt but without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of Holdings. The
Administrative Agent shall also execute and deliver to Holdings upon such termination such Uniform
Commercial Code termination statements and such other documentation as shall be reasonably
requested by Holdings to effect the termination and release of the Liens on the Collateral.




          SECTION 6.12. Further Assurances. Holdings agrees that, from time to time upon the
written request of the Administrative Agent, Holdings will execute and deliver such further
documents and do such other acts and things as the Administrative Agent may reasonably request in
order fully to effect the purposes of this Agreement.




ARTICLE VII




MISCELLANEOUS



          SECTION 7.01. Notices. All notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:





     (a) if to Holdings, to it at 5551 Corporate Boulevard, Baton Rouge, Louisiana, 70896,
Attention of Keith Istre (Facsimile No. (225) 923-0658); and




     (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002-6925, Attention of
Shadia Aminu (Facsimile No. (713) 750-2878), with a copy to JPMorgan Chase Bank, N.A., 383
Madison Avenue, 24th Floor, New York, New York 10179, Attention of Christophe Vohmann
(Facsimile No. (212) 270-5127).


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




          SECTION 7.02. Waivers; Amendments.




          (a) No Deemed Waivers. No failure or delay by any Secured Party in exercising any
right or power hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any






 









 







such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Secured Parties hereunder are cumulative and are not exclusive of
any rights or remedies that it would otherwise have. No waiver of any provision of this Agreement
or consent to any departure by Holdings therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section 7.02, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.




          (b) Amendments. Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing entered into by
Holdings and by the Administrative Agent with the consent of the appropriate Secured Parties as
more particularly provided in Section 10.02(c) of the Credit Agreement.




          SECTION 7.03. Expenses.




          (a) Reimbursement of Expenses. Holdings agrees to reimburse each of the Secured
Parties for all reasonable costs and expenses of the Secured Parties (including, without
limitation, the reasonable fees and expenses of legal counsel; provided, that the Lenders
and the Issuing Lenders (but not the Administrative Agent) shall be limited to one counsel together
for the Lenders and the Issuing Lenders as a group so long as any Lender or any Issuing Lender, as
the case may be, has not, in good faith (and based on advice of counsel for such Lender or such
Issuing Lender, as the case may be), reasonably determined that its interests conflict sufficiently
with those of the other Lenders to warrant the employment of separate counsel for such Lender or
such Issuing Lender, as the case may be, in which case such Lender or such Issuing Lender shall be
paid, or reimbursed for payment of, the fees, charges and disbursements of such separate counsel)
in connection with (i) any Default and any enforcement or collection proceeding resulting
therefrom, including, without limitation, all manner of participation in or other involvement with
(w) performance by the Administrative Agent of any obligations of Holdings in respect of the
Collateral that Holdings has failed or refused to perform, (x) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale,
or any exchange, enforcement, collection, compromise or settlement in respect of any of the
Collateral, and for the care of the Collateral and defending or asserting rights and claims of the
Administrative Agent in respect thereof, by litigation or otherwise, (y) judicial or regulatory
proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement
of this Section 7.03, and all such costs and expenses shall be Secured Obligations entitled to the
benefits of the collateral security provided pursuant to Article IV hereof.




          (b) Payment Upon Demand. All amounts due under this Section 7.03 shall be payable
promptly after written demand therefor.




          SECTION 7.04. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns of Holdings, the
Secured Parties and each holder of the Secured Obligations, except that Holdings may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent (and any attempted assignment or transfer by Holdings without such consent
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than Holdings and its respective successors and assigns, the Secured
Parties and each holder of the Secured Obligations) any legal or equitable right, remedy or claim
under or by reason of this Agreement.




          SECTION 7.05. Counterparts. This Agreement may be executed in counterparts (and by
the parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.







 









 








          SECTION 7.06. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.




          SECTION 7.07. Governing Law; Jurisdiction; Consent to Service of Process.




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




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




          (c) Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in paragraph (b) of this Section 7.07. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.




          (d) Service of Process. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 7.01. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.




          SECTION 7.08. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7.08.




          SECTION 7.09. Headings. Article and Section headings used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.







 









 








          SECTION 7.10. Agents and Attorneys-in-Fact. The Administrative Agent may employ
agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence
or misconduct of any such agents or attorneys-in-fact selected by it in good faith.




          SECTION 7.11. First Lien Intercreditor Agreement. In the event the Administrative
Agent enters into the Intercreditor Agreement (as such term is defined in the Credit Agreement),
the provisions of this Agreement shall be subject to the provisions of such Intercreditor Agreement
and in the event of any conflict between this Agreement and the Intercreditor Agreement, the
provisions of the Intercreditor Agreement shall govern and control.




[Signature Pages Follow]









 









 








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




	 	 	 	 	 
	 	LAMAR ADVERTISING COMPANY

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 



Signature Page to the Holdings Guaranty and Pledge Agreement




 









 








EXHIBIT E




[Form of Joinder Agreement]




JOINDER AGREEMENT



          JOINDER AGREEMENT dated as of                     , 20___by                     , a          
            corporation
(the “Additional Subsidiary Guarantor”), in favor of JPMorgan Chase Bank, N.A., as
administrative agent for the Lenders party to the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the “Administrative Agent”).




          Lamar Media Corp., a Delaware corporation (the “Company”), Lamar Advertising of Puerto
Rico, Inc. (the “Subsidiary Borrower” and, together with each Additional Subsidiary Borrower that
may become a party thereto, the “Subsidiary Borrowers” and collectively with the Company,
the “Borrowers”) and certain of its subsidiaries (collectively, the “Existing
Subsidiary Guarantors” and, together with the Borrowers, the “Securing Parties”) are
parties to a Credit Agreement dated as of April 28, 2010 (as modified and supplemented and in
effect from time to time, the “Credit Agreement”, providing, subject to the terms and
conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made
by the Lenders named therein (collectively, together with any entity that becomes a “Lender” party
to the Credit Agreement after the date hereof as provided therein, the “Lenders” and,
together with Administrative Agent and any successors or assigns of any of the foregoing, the
“Secured Parties”) to the Company in an aggregate principal or face amount not exceeding
$1,125,000,000 (which, in the circumstances contemplated by Section 2.01(c) thereof, may be
increased to $1,625,000,000 and made available to the Company and the Subsidiary Borrower). In
addition, the Borrowers may from time to time be obligated to one or more of the Lenders under the
Credit Agreement in respect of Swap Agreements under and as defined in the Credit Agreement
(collectively, the “Swap Agreements”).




          In connection with the Credit Agreement, the Borrowers, the Existing Subsidiary Guarantors and
the Administrative Agent are parties to a Pledge Agreement dated as of April 28, 2010 (the
“Pledge Agreement”) pursuant to which the Securing Parties have, inter
alia, granted a security interest in the Collateral (as defined in the Pledge Agreement) as
collateral security for the Secured Obligations (as so defined). Terms defined in the Pledge
Agreement are used herein as defined therein.




          To induce the Secured Parties to enter into the Credit Agreement, and to extend credit
thereunder and to extend credit to the Borrowers under Swap Agreements, and for other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Additional
Subsidiary Guarantor has agreed to become a party to the Credit Agreement and the Pledge Agreement
as a “Subsidiary Guarantor” thereunder, and to pledge and grant a security interest in the
Collateral (as defined in the Pledge Agreement).




          Accordingly, the parties hereto agree as follows:




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




          Section 2. Joinder to Agreements. Effective upon the execution and delivery hereof,
the Additional Subsidiary Guarantor hereby agrees that it shall become a “Subsidiary Guarantor”
under and for all purposes of the Credit Agreement and the Pledge Agreement with all the rights and
obligations of a




Joinder Agreement





 









 







Subsidiary Guarantor thereunder. Without limiting the generality of the foregoing, the Additional
Subsidiary Guarantor hereby:






     (i) jointly and severally with the other Subsidiary Guarantors party to the Credit
Agreement guarantees to each Secured Party and their respective successors and assigns the
prompt payment in full when due (whether at stated maturity, by acceleration or otherwise)
of all Guaranteed Obligations in the same manner and to the same extent as is provided in
Article III of the Credit Agreement;




     (ii) pledges and grants the security interests in all right, title and interest of the
Additional Subsidiary Guarantor in all Collateral (as defined in the Pledge Agreement) now
owned or hereafter acquired by the Additional Subsidiary Guarantor and whether now existing
or hereafter coming into existence provided for by Article III of the Pledge Agreement as
collateral security for the Secured Obligations and agrees that Annex 1 thereof shall be
supplemented as provided in Appendix A hereto;




     (iii) makes the representations and warranties set forth in Article IV of the Credit
Agreement and in Article II of the Pledge Agreement, to the extent relating to the
Additional Subsidiary Guarantor or to the Pledged Equity evidenced by the certificates, if
any, identified in Appendix A hereto; and




     (iv) submits to the jurisdiction of the courts, and waives jury trial, as provided in
Sections 10.09 and 10.10 of the Credit Agreement.



          The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions
referred to in Section 6.10(a)(iii) of the Credit Agreement to the Secured Parties.




Joinder Agreement





 









 








          IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Joinder Agreement to
be duly executed and delivered as of the day and year first above written.




	 	 	 	 	 
	 	[ADDITIONAL SUBSIDIARY GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Accepted and agreed:





JPMORGAN CHASE BANK, N.A.,

     as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



Joinder Agreement







 









 








EXHIBIT F




[Form of Lender Addendum]




          Reference is made to the Credit Agreement, dated as of April 28, 2010 (as modified and
supplemented and in effect from time to time, the “Credit Agreement”), between LAMAR MEDIA
CORP., a corporation duly organized and validly existing under the law of the State of Delaware
(the “Company”), LAMAR ADVERTISING OF PUERTO RICO, INC., each Additional Subsidiary
Borrower that may become a party thereto, any Subsidiary Guarantors party thereto, the lenders
party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in
such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.




          Upon execution and delivery of this Lender Addendum by the parties hereto as provided in
Section 10.14 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having
the Commitments set forth opposite it signature below, effective as of the Effective Date.




          This Lender Addendum shall be construed in accordance with and governed by the law of the
State of New York.




          This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.




          IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this ___day of                     , ___.




	 	 	 	 	 
	Commitments:	 [NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Lender Addendum







 









 








	 	 	 	 	 
	 	Accepted and agreed:





LAMAR MEDIA CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LAMAR ADVERTISING OF PUERTO RICO, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Lender Addendum







- 2 -









 








EXHIBIT G




[Form of Additional Subsidiary Borrower Designation Letter]




ADDITIONAL SUBSIDIARY BORROWER DESIGNATION LETTER




[Date]





			
	To:	 	JPMorgan Chase Bank, N.A.

as Administrative Agent

Attention: [                    ]






	 	Re: 	 	Credit Agreement dated as of April 28, 2010 (as
modified and supplemented and in effect from time
to time, the “Credit Agreement”), between Lamar
Media Corp. (the “Company”), Lamar Advertising of
Puerto Rico, Inc., each Additional Subsidiary
Borrower that become a party thereto, the
Subsidiary Guarantors party thereto, the lenders
party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent.




Dear Ladies and Gentlemen:




          This letter is the “Additional Subsidiary Borrower Designation Letter” being delivered to you
pursuant to the above-referenced Credit Agreement. Except as otherwise provided herein, terms
defined in the Credit Agreement are used herein as defined therein.




          By its signature below, the Company hereby designates                      as an “Additional
Subsidiary Borrower” under the Credit Agreement and the Pledge Agreement. By its signature below,
the Additional Subsidiary Borrower hereby agrees to be bound by all of the provisions of the Credit
Agreement and the Pledge Agreement applicable to it in its capacity as the “Additional Subsidiary
Borrower” thereunder. In addition, the Additional Subsidiary Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that:





     (a) it is a Wholly Owned Subsidiary of the Company and is a corporation duly organized,
validly existing and in good standing under the laws of Puerto Rico, Canada (or a Province
thereof), Mexico or any other U.S. or non-U.S. jurisdiction;




     (b) each of the representations and warranties applicable to it set forth in Article IV
of the Credit Agreement, and Article II of the Pledge Agreement (to the extent relating to
the Additional Subsidiary Guarantor or to the Pledged Equity evidenced by the certificates,
if any, identified in Appendix A hereto), are true and complete on the date hereof as if set
forth in full herein;



Additional Subsidiary Borrower Designation Letter




 









 






     (c) there are no filings or recordings of the Credit Agreement or any other document to
be made with any Governmental Authority or any stamp or similar tax to be paid on or in
respect of this Subsidiary Borrower Designation Letter, the Credit Agreement or any other
document that if not made or paid would adversely affect the legality, validity,
enforceability or admissibility in evidence of the Credit Agreement against it; and




     (d) [other representations with respect to applicable local law deemed appropriate in
the reasonable determination of the Administrative Agent.]



          The Subsidiary Borrower hereby pledges and grants the security interests in all right, title
and interest of the Subsidiary Borrower in all Collateral (as defined in the Pledge Agreement) now
owned or hereafter acquired by the Subsidiary Borrower and whether now existing or hereafter coming
into existence provided for by Article III of the Pledge Agreement as collateral security for its
Secured Obligations and agrees that Annex 1 thereof shall be supplemented as provided in Appendix A
hereto.




          The Subsidiary Borrower hereby requests that counsel to the Subsidiary Borrower deliver the
opinion referred to in Section 2.01(c) of the Credit Agreement to the Administrative Agent and the
Lenders.




          This Subsidiary Borrower Designation Letter shall be governed by and construed in accordance
with the law of the State of New York.




Additional Subsidiary Borrower Designation Letter





 - 2 - 









 








          IN WITNESS WHEREOF, the Company and the Subsidiary Borrower have caused this Subsidiary
Borrower Designation Letter to be duly executed and delivered as of the day and year first above
written.




	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ADDITIONAL SUBSIDIARY BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Accepted and Agreed:





JPMORGAN CHASE BANK, N.A.

     as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Additional Subsidiary Borrower Designation Letter





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EXHIBIT H




FORM OF OFFERED RANGE PREPAYMENT OPTION NOTICE




Date:                     , 20__





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




Ladies and Gentlemen:





     This Offered Range Prepayment Option Notice is delivered to you pursuant to Section
2.09(a)(ii) of that certain Credit Agreement, dated as of April 28, 2010 (as amended, restated,
extended, supplemented or otherwise modified from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among Lamar Media Corp. (the
“Company”), Lamar Advertising of Puerto Rico, Inc. (“Subsidiary Borrower”), each
Additional Subsidiary Borrower that may become a party thereto (each an “Additional Subsidiary
Borrower” and together with the Company and the Subsidiary Borrower, the “Borrowers”),
the Subsidiary Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) and the other parties
thereto.



     The Company [and the][Subsidiary Borrower][Additional Subsidiary Borrower identified on the
signature page hereto], effective as of [                    , 20___], pursuant to Section 2.09(a)(ii) of the
Agreement, hereby notifies each Lender that [it is][they are] seeking:




	 	1.	 	to prepay [describe Class of Term Loans] at a discount (or such other price
established through the procedures set forth in Section 2.09(a)(ii) of the Credit
Agreement) in an aggregate principal amount of
[$                                                            ]7 (the “Proposed Offered
Range Prepayment Amount”);
	 
	 	2.	 	a percentage of the par value of the principal amount of [describe Class of
Term Loans] greater than or equal to                     % of par value but less than or equal
to [                    ]% of par value (the “Proposed Range”); and
	 
	 	3.	 	a Lender Participation Notice on or before [                    , 20___]2,
as determined pursuant to Section 2.09(a)(ii) of the Agreement (the “Acceptance
Date”).





     The Company [and the undersigned Borrower] expressly agree[s] that this Offered Range
Prepayment Option Notice is subject to the provisions of Section 2.09(a)(ii) of the Agreement.





 




			
	1	 	Insert amount that is minimum of $10.0
million.
	 
	2	 	Insert date (a Business Day) that is at
least five Business Days after date of the Offered Range Prepayment Option
Notice.





 









 





     The Company [and the undersigned Borrower] hereby represent[s] and warrant[s] to the
Administrative Agent on behalf of the Administrative Agent and the Lenders as follows:




	 	1.	 	No Default or Event of Default has occurred and is continuing, or would
result from [the Company][[and][the undersigned Borrower] making the Offered Range
Voluntary Prepayment (after giving effect to any related waivers or amendments as
may be obtained in connection with such Offered Range Voluntary Prepayment).
	 
	 	2.	 	After giving effect to the Offered Range Voluntary Prepayment, the
Company’s Senior Debt Ratio will be less than 3.25 to 1.00 and the Company will
have at least $100,000,000 of Available Liquidity.
	 
	 	3.	 	The representations and warranties set forth in Article IV of the Agreement
and each other Loan Document are true and correct in all material respects on and
as of the date hereof (unless stated to relate solely to an earlier date, in which
case such representations and warranties shall be true and correct in all material
respects as of such earlier date).
	 
	 	4.	 	As of the date hereof, [the Company][[and][the undersigned Borrower] (i)
has no knowledge, after reasonable inquiry, of the existence of any event or
circumstance (actual or contingent), individually or in the aggregate, that will or
would reasonably be expected to give rise to a mandatory prepayment of the Loans
pursuant to Section 2.09 of the Credit Agreement (other than the accrual of Excess
Cash Flow in the ordinary course) and (ii) has no Material Information with respect
to Lamar Advertising Company (“Holdings”), the Company or any of their
respective Subsidiaries or securities that has not been disclosed to the
Administrative Agent for the benefit of the Lenders or to the public.
“Material Information” shall mean the disclosure of the occurrence of any
event or condition that, individually or in the aggregate, has had or would
reasonably be expected to have a material adverse effect, on (1) the business,
property, operations, condition or liabilities (contingent or otherwise) of the
Company and its Subsidiaries, taken as a whole, (2) the ability of Holdings, the
Company or its Subsidiaries to perform their obligations under the Loan Documents
or (3) the rights or remedies available to the Agent and the Lenders under the Loan
Documents.





     [The Company ][[and][the undersigned Borrower] respectfully requests that Administrative Agent
promptly notify each of the Lenders party to the Agreement of this Offered Range Prepayment Option
Notice.



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     IN WITNESS WHEREOF, the undersigned has executed this Offered Range Prepayment Option Notice
as of the date first above written.



	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Chief Financial Officer] 	 
	 
	 	[LAMAR ADVERTISING OF PUERTO RICO, INC.][INSERT NAME OF ADDITIONAL SUBSIDIARY BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT I




FORM OF LENDER PARTICIPATION NOTICE




Date:                     , 20__




	 	 	 

	To:

	 	JPMorgan Chase Bank, N.A.
	 

	 	Loan and Agency Services Group
	 

	 	1111 Fannin Street, 10th Floor
	 

	 	Houston, Texas 77002-6925
	 

	 	Attention: Shadia Aminu
	 

	 	Telephone: (713) 750-7933
	 

	 	Facsimile: (713) 750-2878





Ladies and Gentlemen:




     Reference is made to (a) that certain Credit Agreement, dated as of April 28, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the
“Agreement”, the terms defined therein being used herein as therein defined), among Lamar
Media Corp. (the “Company”), Lamar Advertising of Puerto Rico, Inc. (the “Subsidiary
Borrower”), each Additional Subsidiary Borrower that may become a party thereto, the Subsidiary
Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) and the other parties thereto, and (b)
that certain Offered Range Prepayment Option Notice, dated                     , 20___, from the Company [and
the][Subsidiary Borrower][Additional Subsidiary Borrower identified on the signature page hereto]
(the “Offered Range Prepayment Option Notice”). Capitalized terms used herein and not
defined herein or in the Agreement shall have the meaning ascribed to such terms in the Offered
Range Prepayment Option Notice.



     The undersigned Lender hereby gives you notice, pursuant to Section 2.09(a)(ii) of the
Agreement, that it is willing to accept an Offered Range Voluntary Prepayment on Term Loans held by
such Lender:




	 	1.	 	in a maximum aggregate principal amount of
	 
	 	 	 	$[       ] of Term A-1 Loans
	 
	 	 	 	$[       ] of Term A-2 Loans
	 
	 	 	 	$[       ] of Term B Loans (collectively, the “Offered Term
Loans”), and
	 
	 	2.	 	at a purchase price equal to [                    ]% 1 of the par
value of the principal amount of Offered Loans (the “Acceptable Purchase
Price”).





     The undersigned Lender expressly agrees that this offer is subject to the provisions of
Section 2.09(a)(ii) of the Agreement. Furthermore, conditioned upon the Applicable Purchase Price
determined pursuant to Section 2.09(a)(ii) of the Agreement being a percentage of par value less
than or equal to the Acceptable Purchase Price, the undersigned Lender hereby expressly consents
and agrees to a prepayment





 




			
	1	 	Insert amount within Offered Prepayment
Range.




 









 









of its Offered Term Loans pursuant to Section 2.09(a) of the Agreement in an aggregate
principal amount equal to the Offered Term Loans, as such principal amount may be reduced if the
aggregate proceeds required to prepay Qualifying Loans (disregarding any interest payable in
connection with such Qualifying Loans) would exceed the Proposed Offered Range Prepayment Amount
for the relevant Offered Prepayment Voluntary Prepayment, and acknowledges and agrees that such
prepayment of its Loans will be allocated at par value.




[The remainder of this page has been intentionally left blank.]






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     IN WITNESS WHEREOF, the undersigned has executed this Lender Participation Notice as of the
date first above written.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	 [By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	]2 	 
	 





 





			
	2	 	If a second signature is required.






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EXHIBIT J




FORM OF OFFERED RANGE VOLUNTARY PREPAYMENT NOTICE





     Date:                     , 20___




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




Ladies and Gentlemen:




     This Offered Range Voluntary Prepayment Notice is delivered to you pursuant to Section
2.09(a)(ii) of that certain Credit Agreement, dated as of April 28, 2010 (as amended, restated,
extended, supplemented or otherwise modified from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among Lamar Media Corp. (the
“Company”), Lamar Advertising of Puerto Rico, Inc. (“Subsidiary Borrower”), each
Additional Subsidiary Borrower that may become a party thereto (each an “Additional Subsidiary
Borrower” and together with the Company and the Subsidiary Borrower, the “Borrowers”),
the Subsidiary Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) and the other parties
thereto.



     The Company [and the][Subsidiary Borrower][Additional Subsidiary Borrower identified on the
signature page hereto] hereby irrevocably notifies you that, pursuant to Section 2.09(a)(ii) of the
Agreement, the Company [and such Borrower] will make an Offered Range Voluntary Prepayment to each
Lender with Qualifying Loans, which shall be made:




	 	1.	 	on or before [                    ], 20___1, as determined
pursuant to Section 2.09(a)(ii) of the Agreement,
	 
	 	2.	 	in the aggregate principal amount of
	 
	 	 	 	$[       ] of Term A-1 Loans
	 
	 	 	 	$[       ] of Term A-2 Loans
	 
	 	 	 	$[       ] of Term B Loans, and
	 
	 	3.	 	at a purchase price equal to [                    ]% of the par value of the
principal amount of the Loans (the “Applicable Purchase Price”).





     The Company [and the undersigned Borrower] expressly agrees that this Offered Range Voluntary
Prepayment Notice is irrevocable and is subject to the provisions of Section 2.09(a) of the
Agreement.





 




			
	1	 	Insert date (a Business Day) that is no later
than three Business Days after date of this Notice and no later than five
Business Days after the Acceptance Date (or such later date as the
Administrative Agent shall reasonably agree, given the time required to
calculate the Applicable Purchase Price and determine the amount and holders of
Qualifying Loans).














 










     The Company [and the undersigned Borrower] hereby represent[s] and warrant[s] to the
Administrative Agent on behalf of the Administrative Agent and the Lenders as follows:




	 	1.	 	No Default or Event of Default has occurred and is continuing or would result
from [the Company][and][the undersigned Borrower] making the Offered Range Voluntary
Prepayment (after giving effect to any related waivers or amendments obtained in
connection with such Offered Range Voluntary Prepayment).
	 
	 	2.	 	After giving effect to the Offered Range Voluntary Prepayment, the Company’s
Senior Debt Ratio will be less than 3.25 to 1.00 and the Company will have at least
$100,000,000 of Available Liquidity.
	 
	 	3.	 	Each of the conditions to the Offered Range Voluntary Prepayment contained in
Section 2.09(a)(ii) of the Agreement has been satisfied.
	 
	 	4.	 	The representations and warranties set forth in Article III of the Agreement
and each other Loan Document are true and correct in all material respects on and as of
the date hereof, the Acceptance Date and the date of the Offered Range Voluntary
Prepayment (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of
such earlier date).
	 
	 	5.	 	As of the date hereof, the Company [and][the undersigned Borrower] (i)
[has][have] no knowledge, after reasonable inquiry, of the existence of any event or
circumstance (actual or contingent), individually or in the aggregate, that will or
would reasonably be expected to give rise to a mandatory prepayment of the Loans
pursuant to Section 2.09 of the Credit Agreement (other than the accrual of Excess Cash
Flow in the ordinary course) and (ii) [has][have] no Material Information with respect
to Lamar Advertising Company (“Holdings”), the Company or any of their
respective Subsidiaries or securities that has not been disclosed to the Administrative
Agent for the benefit of the Lenders or to the public. “Material Information” shall
mean the disclosure of the occurrence of any event or condition that, individually or
in the aggregate, has had or would reasonably be expected to have a material adverse
effect, on (1) the business, property, operations, condition or liabilities (contingent
or otherwise) of the Company and its Subsidiaries, taken as a whole, (2) the ability of
Holdings, the Company or its Subsidiaries to perform their obligations under the Credit
Documents or (3) the rights or remedies available to the Agent and the Lenders under
the Loan Documents.





     The Company [and][the undersigned Borrower] agree[s] that if prior to the date of the Offered
Range Voluntary Prepayment, any representation or warranty made herein by it will not be true and
correct as of the date of the Offered Range Voluntary Prepayment as if then made, it will promptly
notify the Administrative Agent in writing of such fact, who will promptly notify each
participating Lender. After such notification, any participating Lender may revoke its Lender
Participation Notice within two Business Days of receiving such notification.



     The Company [and][the undersigned Borrower] acknowledge[s] that the Administrative Agent and
the Lenders are relying on the truth and accuracy of the foregoing in connection with extending
Offered Loans and the acceptance of any Offered Range Voluntary Prepayment made as a result of this
Offered Range Voluntary Prepayment Notice.



     The Company [has][have] respectfully request[s] that Administrative Agent promptly notify each
of the Lenders party to the Agreement of this Offered Range Voluntary Prepayment Notice.



 - 2 - 









 





     IN WITNESS WHEREOF, the undersigned has executed this Offered Range Voluntary Prepayment
Notice as of the date first above written.



	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Chief Financial Officer] 	 
	 
	 	[LAMAR ADVERTISING OF PUERTO RICO, INC.][INSERT NAME OF ADDITIONAL SUBSIDIARY BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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