<PAGE>
 
                                                                    EXHIBIT 10.6
                                                                                

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

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                     AMONG


                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP,

                              The Several Lenders
                        from Time to Time Parties Hereto


                                      AND


              CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY
                                    AS AGENT



                          DATED AS OF DECEMBER 2, 1996

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

<TABLE> 
<CAPTION> 
                                                              Page
<S>                                                           <C>
SECTION 1.  DEFINITIONS.....................................    1
     1.1  Defined Terms.....................................    1
     1.2  Other Definitional Provisions.....................   16
                                                                   
SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS.................   16
     2.1  Revolving Credit Commitments......................   16
     2.2  Procedure for Revolving Credit Borrowing..........   17
     2.3  Commitment Fee....................................   17
     2.4  Termination or Reduction of Commitments...........   17
     2.5  Repayment of Revolving Credit Loans; Evidence of     
            Debt............................................   18
     2.6  Optional Prepayments; Mandatory Prepayments.......   19
     2.7  Conversion and Continuation Options...............   20
     2.8  Minimum Amounts and Maximum Number of Tranches....   20
     2.9  Interest Rates and Payment Dates..................   21
     2.10  Computation of Interest and Fees.................   21
     2.11  Inability to Determine Interest Rate.............   22
     2.12  Pro Rata Treatment and Payments..................   22
     2.13  Illegality.......................................   23
     2.14  Requirements of Law..............................   23
     2.15  Taxes............................................   25
     2.16  Indemnity........................................   26
                                                                   
SECTION 3.  REPRESENTATIONS AND WARRANTIES..................   27
     3.1  Financial Condition...............................   27
     3.2  No Change.........................................   28
     3.3  Existence; Compliance with Law....................   28
     3.4  Power; Authorization; Enforceable Obligations.....   28
     3.5  No Legal Bar......................................   28
     3.6  No Material Litigation............................   29
     3.7  No Default........................................   29
     3.8  Ownership of Property; Liens......................   29
     3.9  Intellectual Property.............................   29
     3.10  No Burdensome Restrictions.......................   29
     3.11  Taxes............................................   30
     3.12  Federal Regulations..............................   30
     3.13  ERISA............................................   30
     3.14  Investment Company Act; Other Regulations........   31
     3.15  Subsidiaries.....................................   31
     3.16  Purpose of Revolving Credit Loans................   31
     3.17  Environmental Matters............................   31
     3.18  Regulation H.....................................   32
     3.19  Accuracy and Completeness of Information.........   33
     3.20  Solvency.........................................   33
     3.21  Leaseholds, Permits, etc.........................   33
     3.22  Signs............................................   33
     3.23  Ownership of Borrower and Managing General              
            Partner.........................................   34
     3.24  Real Property....................................   34
     3.25  Phantom Stock Agreements.........................   34 
 </TABLE>
<PAGE>
 
<TABLE>
<CAPTION> 
                                                           Page
                                                           ----
<S>                                                        <C>
SECTION 4.  CONDITIONS PRECEDENT...........................  34
     4.1  Conditions to Effectiveness......................  34
     4.2  Conditions to Each Revolving Credit Loan.........  35

SECTION 5.  AFFIRMATIVE COVENANTS..........................  36
     5.1  Financial Statements.............................  36
     5.2  Certificates; Other Information..................  37
     5.3  Payment of Obligations...........................  39
     5.4  Maintenance of Existence.........................  39
     5.5  Maintenance of Property; Insurance...............  39
     5.6  Inspection of Property; Books and Records;
            Discussions....................................  39
     5.7  Notices..........................................  39
     5.8  Environmental Laws...............................  40
     5.9  Environmental Reports............................  41
     5.10  Further Assurances..............................  41
     5.11  Additional Collateral...........................  41
     5.12  Key Main Life Insurance.........................  43
     5.13  Phase I Environmental Reports...................  43

SECTION 6.  NEGATIVE COVENANTS.............................  43
     6.1  Financial Condition Covenants....................  44
     6.2  Limitation on Indebtedness.......................  45
     6.3  Limitation on Liens..............................  45
     6.4  Limitation on Guarantee Obligations..............  47
     6.5  Limitation on Fundamental Changes................  47
     6.6  Limitation on Sale of Assets.....................  47
     6.7  Limitation on Dividends..........................  48
     6.8  Limitation on Investments, Loans and Advances....  48
     6.9  Limitation on Optional Payments and Modifications
            of Debt Instruments............................  49
     6.10  Limitation on Transactions with Affiliates......  49
     6.11  Limitation on Changes in Fiscal Year............  50
     6.12  Limitation on Negative Pledge Clauses...........  50
     6.13  Limitation on Lines of Business.................  50
     6.14  Limitation on Deferred Management Compensation..  50
     6.15  Phantom Stock Agreements........................  51
     6.16  Limitation on Non-Acquisition Capital
            Expenditures...................................  51

SECTION 7.  EVENTS OF DEFAULT..............................  51

SECTION 8.  THE AGENT......................................  54
     8.1  Appointment......................................  54
     8.2  Delegation of Duties.............................  55
     8.3  Exculpatory Provisions...........................  55
     8.4  Reliance by Agent................................  55
     8.5  Notice of Default................................  56
     8.6  Non-Reliance on Agent and Other Lenders..........  56
     8.7  Indemnification..................................  57
     8.8  Agent in Its Individual Capacity.................  57
     8.9  Successor Agent..................................  57
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION> 
                                                           Page
                                                           ----
<S>                                                        <C>
SECTION 9.  MISCELLANEOUS.................................   58
     9.1  Amendments and Waivers..........................   58
     9.2  Notices.........................................   58
     9.3  No Waiver; Cumulative Remedies..................   59
     9.4  Survival of Representations and Warranties......   59
     9.5  Payment of Expenses and Taxes...................   59
     9.6  Successors and Assigns; Participations and       
            Assignments...................................   60
     9.7  Adjustments; Set-off............................   63
     9.8  Counterparts....................................   63
     9.9  Severability....................................   64
     9.10  Integration....................................   64
     9.11  GOVERNING LAW..................................   64
     9.12  Submission To Jurisdiction; Waivers............   64
     9.13  Acknowledgements...............................   65
     9.14  WAIVERS OF JURY TRIAL..........................   65
</TABLE>

EXHIBITS

A -  Form of Revolving Credit Note
B -  Form of Global Consent
C -  Form of Compliance Certificate
D -  Form of Mortgage Supplement
E -  Form of Opinion of Counsel to Borrower
F -  Form of Assignment and Acceptance


SCHEDULES

1.1       Addresses for Notices, Commitments
3.6       Litigation
3.17      Environmental Matters
3.21      Leaseholds, Permits, etc.
3.23      Ownership
6.2       Indebtedness
6.3       Liens
6.4       Guarantee Obligations
6.8       Newsome Acquisition
<PAGE>
 
     AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 2, 1996, among
Adams Outdoor Advertising Limited Partnership, a Minnesota limited partnership
(the "Borrower"), the several banks and other financial institutions from time
      --------                                                                
to time parties to this Agreement (the "Lenders") and Canadian Imperial Bank of
                                        -------                                
Commerce, New York Agency, as agent for the Lenders hereunder.

                             W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit
Agreement dated as of March 12, 1996 (as amended, the "Original Credit
                                                       ---------------
Agreement"), and the Borrower has requested that the Original Credit Agreement
be amended and restated to increase the amount of the revolving credit facility
provided for therein from $15,000,000 to $35,000,000 and to make certain the
modifications thereto; and

     WHEREAS, the Lenders are agreeable to the Borrower's request and to
amending and restating the Original Credit Agreement on the terms and conditions
set forth herein to effect such request and modifications;

     NOW THEREFORE, the parties hereto agree that on the Closing Date (as
hereinafter defined) the Original Credit Agreement shall be amended and restated
to read in its entirety as follows:


                            SECTION 1.  DEFINITIONS

     1.1  Defined Terms.  As used in this Agreement, the following terms shall
          -------------                                                       
have the following meanings:

          "ABR":  on any particular date, a rate of interest per annum equal to
           ---                                                                 
     the higher of:

          (a)  the rate of interest most recently announced by CIBC-Bank at its
               Domestic Lending Office as its prime rate (which rate is not
               necessarily intended to be the lowest rate of interest charged by
               CIBC-Bank in connection with extensions of credit); and

          (b)  the Federal Funds Rate for such date plus .50%.

          "ABR Loans":  Loans the rate of interest applicable to which is based
           ---------                                                           
     upon the ABR.

          "Adams":  Mr. Stephen Adams, the chairman of the Managing General
           -----                                                           
     Partner.

          "Adams Sons":  the collective reference to Mr. Stephen M. Adams, Mr.
           ----------                                                         
     Mark C. Adams, Mr. Scott L. Adams and Mr. Kent R. Adams.
<PAGE>
 
          "Affiliate":  as to any Person, any other Person (other than a
           ---------                                                    
     Restricted Subsidiary) which, directly or indirectly, is in control of, is
     controlled by, or is under common control with, such Person.  For purposes
     of this definition, "control" of a Person means the power, directly or
     indirectly, to direct or cause the direction of the management and policies
     of such Person, whether by contract or otherwise.

          "Agent":  Canadian Imperial Bank of Commerce, New York Agency,
           -----                                                        
     together with its affiliates, as the arranger of the Commitments and as the
     agent for the Lenders under this Agreement and the other Loan Documents.

          "Agreement":  this Amended and Restated Credit Agreement, as amended,
           ---------                                                           
     supplemented or otherwise modified from time to time.

          "Applicable Margin":  for each Type of Loan, if the Leverage Ratio at
           -----------------                                                   
     any time of determination:

     (i)  is greater than or equal to 5.5 to 1.0, the rate per annum set forth
     under the relevant column heading below:

               ABR Loans      Eurodollar Loans
               ---------      ----------------

               2.000%                    3.000%

     (ii) is greater than or equal to 5.0 to 1.0 but less than 5.5 to 1.0, the
     rate per annum set forth under the relevant column heading below:

               ABR Loans            Eurodollar Loans
               ---------            ----------------

                 1.500%                  2.500%;

       (iii) is greater than or equal to 4.5 to 1.0 but less than 5.0 to 1.0,
     the rate per annum set forth under the relevant column heading below:

               ABR Loans            Eurodollar Loans
               ---------            ----------------

                1.250%                   2.250%;

       (iv) is greater than or equal to 4.0 to 1.0 but less than 4.5 to 1.0, the
     rate per annum set forth under the relevant column heading below:

               ABR Loans            Eurodollar Loans
               ---------            ----------------

                1.000%                   2.000%;

       or (v) is less than 4.0 to 1.0, the rate per annum set forth under the
     relevant column heading below:

                                                                               2
<PAGE>
 
               ABR Loans      Eurodollar Loans
               ---------      ----------------

                0.750%                   1.750%

     Any change in the Applicable Margin required hereunder shall be deemed to
     occur on the date which is five Business Days after each date the Borrower
     delivers its financial statements required by subsection 5.1(a) or 5.1(b),
     as the case may be, and the Compliance Certificate required by subsection
     5.2(c) substantially in the form of Exhibit C; provided, that if the
                                                    --------             
     Borrower fails to deliver such financial statements and Compliance
     Certificate on or before the date such statements or Compliance Certificate
     are required to be delivered pursuant to subsection 5.1(a) or 5.1(b), as
     the case may be, and subsection 5.2(c), the Leverage Ratio, until the date
     which is five Business Days after such financial statements and Compliance
     Certificate are so delivered, shall, for purposes of determining the
     Applicable Margin, be deemed to be greater than or equal to 5.5 to 1.0 and,
     thereafter, shall be the Leverage Ratio actually set forth on such
     Compliance Certificate.

          "Assignee":  as defined in subsection 9.6(c).
           --------                                    

          "Available Commitment":  as to any Lender at any time, an amount equal
           --------------------                                                 
     to the excess, if any, of (a) the amount of such Lender's Commitment over
     (b) the aggregate principal amount of all Loans made by such Lender then
     outstanding.

          "Borrowing Date":  any Business Day specified in a notice pursuant to
           --------------                                                      
     subsection 2.2 or 2.6 as a date on which the Borrower requests the Lenders
     to make Loans hereunder.

          "Business":  as defined in subsection 3.17.
           --------                                  

          "Business Day":  a day other than a Saturday, Sunday or other day on
           ------------                                                       
     which commercial banks in New York City are authorized or required by law
     to close.

          "Capital Stock":  any and all shares, interests, participations or
           -------------                                                    
     other equivalents (however designated) of capital stock of a corporation,
     any and all equivalent ownership interests in a Person (other than a
     corporation) and any and all warrants or options to purchase any of the
     foregoing.

          "Cash Equivalents":  (a) securities with maturities of one year or
           ----------------                                                 
     less from the date of acquisition issued or fully guaranteed or insured by
     the United States Government or any agency thereof, (b) certificates of
     deposit and eurodollar time deposits with maturities of one year or less
     from the date of acquisition and overnight bank deposits of any Lender or
     of any commercial bank having capital and surplus in excess of
     $500,000,000, (c) repurchase

                                                                               3
<PAGE>
 
     obligations of any Lender or of any commercial bank satisfying the
     requirements of clause (b) of this definition, having a term of not more
     than 30 days with respect to securities issued or fully guaranteed or
     insured by the United States Government, (d) commercial paper of a domestic
     issuer rated at least A-2 by Standard and Poor's Ratings Service ("S&P") or
                                                                        ---     
     P-2 by Moody's Investors Service, Inc. ("Moody's"), (e) securities with
                                              -------                       
     maturities of one year or less from the date of acquisition issued or fully
     guaranteed by any state, commonwealth or territory of the United States, by
     any political subdivision or taxing authority of any such state,
     commonwealth or territory or by any foreign government, the securities of
     which state, commonwealth, territory, political subdivision, taxing
     authority or foreign government (as the case may be) are rated at least A
     by S&P or A by Moody's, (f) securities with maturities of one year or less
     from the date of acquisition backed by standby letters of credit issued by
     any Lender or any commercial bank satisfying the requirements of clause (b)
     of this definition or (g) shares of money market mutual or similar funds
     which invest exclusively in assets satisfying the requirements of clauses
     (a) through (f) of this definition.

          "Change of Control":  any action or event whereby Adams ceases to
           -----------------                                               
     directly or indirectly own (a) at least 50.1% of the voting interest in the
     Managing General Partner, (b) at least 50.1% of the right to participate in
     the selection of the governing body, partners, managers or others that will
     control the management and policies of Borrower and (c) at least 50.1% of
     the economic interest in the Borrower.

          "CIBC-Bank":  Canadian Imperial Bank of Commerce, a Canadian Chartered
           ---------                                                            
     bank, or one or more of its agencies, branches or affiliates in its or
     their respective capacity or capacities, as the case may be, as a Lender or
     Lenders hereunder.

          "Closing Date":  the date on which the conditions precedent set forth
           ------------                                                        
     in subsection 4.1 shall be satisfied.

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

          "Collateral":  with respect to a Loan Party, the assets of such Loan
           ----------                                                         
     Party, now owned or hereinafter acquired, upon which a Lien is purported to
     be created by any Security Document to which such Loan Party is a party.

          "Commitment":  as to any Lender, the obligation of such Lender to make
           ----------                                                           
     Revolving Credit Loans to the Borrower hereunder in an aggregate principal
     amount at any one time outstanding not to exceed the amount set forth
     opposite such Lender's name on Schedule 1.1, as such amount may be reduced

                                                                               4
<PAGE>
 
     from time to time in accordance with the provisions of this Agreement.

          "Commitment Percentage":  as to any Lender at any time, the percentage
           ---------------------                                                
     which such Lender's Commitment then constitutes of the aggregate
     Commitments (or, at any time after the Commitments shall have expired or
     terminated, the percentage which the aggregate principal amount of such
     Lender's Revolving Credit Loans then outstanding constitutes of the
     aggregate principal amount of the Revolving Credit Loans then outstanding).

          "Commitment Period":  the period from and including the date hereof to
           -----------------                                                    
     but not including the Termination Date or such earlier date on which the
     Commitments shall terminate as provided herein.

          "Commonly Controlled Entity":  an entity, whether or not incorporated,
           --------------------------                                           
     which is under common control with the Borrower within the meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414 of the Code.

          "Consolidated Working Capital":  at any time, the excess, if any, of
           ----------------------------                                       
     the consolidated current assets of the Borrower and its Restricted
     Subsidiaries over the consolidated current liabilities of the Borrower and
     its Restricted Subsidiaries.

          "Contractual Obligation":  as to any Person, any provision of any
           ----------------------                                          
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     property is bound.

          "Debt Service":  for any period, the sum of (a) the amount (which may
           ------------                                                        
     in no event be less than zero) determined by subtracting (x) the aggregate
     amount of the Commitments scheduled to be in effect at the end of such
     period from (y) the aggregate principal amount of the Revolving Credit
     Loans outstanding at the beginning of such period and (b) total Interest
     Expense for such period.

          "Default":  any of the events specified in Section 7, whether or not
           -------                                                            
     any requirement for the giving of notice, the lapse of time, or both, or
     any other condition, has been satisfied.

          "Deferred Management Compensation": deferred compensation obligations
           --------------------------------                                    
     of the Borrower pursuant to the Phantom Stock Agreements.

          "Dollars" and "$":  dollars in lawful currency of the United States of
           -------       -                                                      
     America.

                                                                               5
<PAGE>

                                                                               6

          "Domestic Subsidiary":  any Subsidiary of the Borrower organized 
           -------------------                                             
     the laws of any jurisdiction within the United States.

          "Environmental Laws":  any and all foreign, Federal, state, local or
           ------------------                                                 
     municipal laws, rules, orders, regulations, statutes, ordinances, codes,
     decrees, requirements of any Governmental Authority or other Requirements
     of Law (including common law) regulating, relating to or imposing liability
     or standards of conduct concerning protection of human health or the
     environment, as now or may at any time hereafter be in effect.

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

          "Eurocurrency Reserve Requirements":  for any day as applied to a
           ---------------------------------                               
     Eurodollar Loan, the aggregate (without duplication) of the rates
     (expressed as a decimal fraction) of reserve requirements in effect on such
     day (including, without limitation, basic, supplemental, marginal and
     emergency reserves under any regulations of the Board of Governors of the
     Federal Reserve System or other Governmental Authority having jurisdiction
     with respect thereto) dealing with reserve requirements prescribed for
     eurocurrency funding (currently referred to as "Eurocurrency Liabilities"
     in Regulation D of such Board) maintained by a member bank of such System.

          "Eurodollar Base Rate":  with respect to each day during each Interest
           --------------------                                                 
     Period pertaining to a Eurodollar Loan, the rate per annum equal to the
     rate at which CIBC-Bank is offered Dollar deposits at or about 10:00 A.M.,
     New York City time, two Business Days prior to the beginning of such
     Interest Period in the interbank eurodollar market where the eurodollar and
     foreign currency and exchange operations in respect of its Eurodollar Loans
     are then being conducted for delivery on the first day of such Interest
     Period for the number of days comprised therein and in an amount comparable
     to the amount of its Eurodollar Loan to be outstanding during such Interest
     Period.

          "Eurodollar Loans":  Loans the rate of interest applicable to which is
           ----------------                                                     
     based upon the Eurodollar Rate.

          "Eurodollar Rate":  with respect to each day during each Interest
           ---------------                                                 
     Period pertaining to a Eurodollar Loan, a rate per annum determined for
     such day in accordance with the following formula (rounded upward to the
     nearest 1/100th of 1%):

                          Eurodollar Base Rate
             ----------------------------------------
             1.00 - Eurocurrency Reserve Requirements

                                                                               6
<PAGE>
 
          "Event of Default":  any of the events specified in Section 7,
           ----------------                                             
     provided that any requirement for the giving of notice, the lapse of time,
     --------                                                                  
     or both, or any other condition, has been satisfied.

          "Excess Cash Flow":  for any period, Operating Cash Flow for such
           ----------------                                                
     period minus the sum of (a) Fixed Charges for such period, (b) capital
     expenditures during such period for acquisitions permitted in accordance
     with subsection 6.9 and (c) plus decreases in Consolidated Working Capital
     (or less increases in Consolidated Working Capital) (d) plus reasonable
     reserves established by the Borrower in accordance with GAAP; provided that
                                                                   --------     
     for purposes of this definition, the following items shall be excluded from
     changes in Consolidated Working Capital: cash, Cash Equivalents, the
     current portion of long-term Indebtedness and the principal balance of the
     Revolving Credit Loans.

          "FDIC":  the Federal Deposit Insurance Corporation or any successor
           ----                                                              
     thereto.

          "Federal Funds Rate":  for any particular date, an interest rate per
           ------------------                                                 
     annum equal to the interest rate (rounded upward to the nearest 1/16th of
     1%) offered in the interbank market to CIBC-Bank as the overnight Federal
     Funds Rate at or about 10:00 A.M., New York City time, on such day (or, if
     such day is not a Business Day, for the next preceding Business Day).

          "Financing Lease":  any lease of property, real or personal, the
           ---------------                                                
     obligations of the lessee in respect of which are required in accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "Fixed Charges":  for any period, the sum of the following with
           -------------                                                 
     respect to the Borrower and its Restricted Subsidiaries: (i) Debt Service
     for such period, (ii) lease payments during such period (to the extent not
     deducted in determining consolidated net income for such period and not
     constituting a capital expenditure during such period), (iii) non-
     acquisition capital expenditures during such period, (iv) cash payments
     during such period of Deferred Management Compensation (other than the
     $2,000,000 payment permitted to be made by the Borrower on the date of the
     Original Credit Agreement) and (v) tax distributions during such period.

          "Fixed Charge Coverage":  for any period, Operating Cash Flow for such
           ---------------------                                                
     period divided by Fixed Charges for such period.

          "Foreign Subsidiary":  any Subsidiary of the Borrower organized under
           ------------------                                                  
     the laws of any jurisdiction outside the United States of America.

                                                                               7
<PAGE>
 
          "GAAP":  generally accepted accounting principles in the United States
           ----              
     of America consistent with those utilized in preparing the audited
     financial statements referred to in subsection 3.1.

          "Gleason:  Mr. Kevin Gleason, a Limited Partner of the Borrower.
           -------                                                        

          "Global Consent":  the consent to be executed by each Loan Party other
           --------------                                                       
     than the Borrower, substantially in the form of Exhibit C hereto.

          "Global Security Agreement":  the agreement, substantially in the form
           -------------------------                                            
     of Exhibit B to the Original Credit Agreement, executed and delivered by
     each Loan Party pursuant to the Original Credit Agreement pursuant to which
     Liens securing the Obligations have been created on all the issued and
     outstanding Capital Stock of the Managing General Partner, the Borrower and
     each Subsidiary of the Borrower and on all of the other assets of the
     Borrower, as amended, supplemented or otherwise modified from time to time.

          "Governmental Authority":  any nation or government, any state or
           ----------------------                                          
     other political subdivision thereof and any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government.

          "Guarantee Obligation":  as to any Person (the "guaranteeing person"),
           --------------------                           -------------------   
     any obligation of (a) the guaranteeing person or (b) another Person
     (including, without limitation, any bank under any letter of credit) to
     induce the creation of which the guaranteeing person has issued a
     reimbursement, counterindemnity or similar obligation, in either case
     guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
     or other obligations (the "primary obligations") of any other third Person
                                -------------------                            
     (the "primary obligor") in any manner, whether directly or indirectly,
           ---------------                                                 
     including, without limitation, any obligation of the guaranteeing person,
     whether or not contingent, (i) to purchase any such primary obligation or
     any property constituting direct or indirect security therefor, (ii) to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation or (2) to maintain working capital or equity capital of the
     primary obligor or otherwise to maintain the net worth or solvency of the
     primary obligor, (iii) to purchase property, securities or services
     primarily for the purpose of assuring the owner of any such primary
     obligation of the ability of the primary obligor to make payment of such
     primary obligation or (iv) otherwise to assure or hold harmless the owner
     of any such primary obligation against loss in respect thereof; provided,
                                                                     -------- 
     however, that the term Guarantee Obligation shall not include endorsements
     -------                                                                   
     of instruments for

                                                                               8
<PAGE>
 
     deposit or collection in the ordinary course of business.  The amount of
     any Guarantee Obligation of any guaranteeing person shall be deemed to be
     the lower of (a) an amount equal to the stated or determinable amount of
     the primary obligation in respect of which such Guarantee Obligation is
     made and (b) the maximum amount for which such guaranteeing person may be
     liable pursuant to the terms of the instrument embodying such Guarantee
     Obligation, unless such primary obligation and the maximum amount for which
     such guaranteeing person may be liable are not stated or determinable, in
     which case the amount of such Guarantee Obligation shall be such
     guaranteeing person's maximum reasonably anticipated liability in respect
     thereof as determined by the Borrower in good faith.

          "Indebtedness":  of any Person at any date, (a) all indebtedness of
           ------------                                                      
     such Person for borrowed money or for the deferred purchase price of
     property or services (other than current trade liabilities incurred in the
     ordinary course of business and payable in accordance with customary
     practices), (b) any other indebtedness of such Person which is evidenced by
     a note, bond, debenture or similar instrument, (c) all obligations of such
     Person under Financing Leases, (d) all obligations of such Person in
     respect of acceptances issued or created for the account of such Person and
     (e) all liabilities secured by any Lien on any property owned by such
     Person even though such Person has not assumed or otherwise become liable
     for the payment thereof.

          "Insolvency":  with respect to any Multiemployer Plan, the condition
           ----------                                                         
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent":  pertaining to a condition of Insolvency.
           ---------                                            

          "Interest Coverage Ratio":  for any period, Operating Cash Flow for
           -----------------------                                           
     such period divided by Interest Expense for such period.

          "Interest Expense":  the aggregate amount of interest paid or payable
           ----------------                                                    
     during the relevant period by the Borrower and its Restricted Subsidiaries
     in respect of Indebtedness (taking into account net amounts payable or
     receivable during such period under interest rate swaps, caps, collars and
     other hedging agreements), including any interest, fees and costs paid or
     accrued under the Loan Documents (excluding closing costs and fees).

          "Interest Payment Date":  (a) as to any ABR Loan, the last day of each
           ---------------------                                                
     March, June, September and December, (b) as to any Eurodollar Loan having
     an Interest Period of three months or less, the last day of such Interest
     Period, and (c) as to any Eurodollar Loan having an Interest Period

                                                                               9
<PAGE>
 
     longer than three months, each day which is three months, or a whole
     multiple thereof, after the first day of such Interest Period and the last
     day of such Interest Period.

          "Interest Period":  with respect to any Eurodollar Loan:
           ---------------                                        

               (a) initially, the period commencing on the borrowing or
          conversion date, as the case may be, with respect to such Eurodollar
          Loan and ending one, two, three, six or, if agreed to by all Lenders,
          twelve months thereafter, as selected by the Borrower in its notice of
          borrowing or notice of conversion, as the case may be, given with
          respect thereto; and

               (b) thereafter, each period commencing on the last day of the
          next preceding Interest Period applicable to such Eurodollar Loan and
          ending one, two, three, six or, if agreed to by all Lenders, twelve
          months thereafter, as selected by the Borrower by irrevocable notice
          to the Agent not less than three Business Days prior to the last day
          of the then current Interest Period with respect thereto;

     provided that, all of the foregoing provisions relating to Interest Periods
     --------                                                                   
     are subject to the following:

               (1)  if any Interest Period pertaining to a Eurodollar Loan would
          otherwise end on a day that is not a Business Day, such Interest
          Period shall be extended to the next succeeding Business Day unless
          the result of such extension would be to carry such Interest Period
          into another calendar month in which event such Interest Period shall
          end on the immediately preceding Business Day;

               (2)  any Interest Period that would otherwise extend beyond the
          Termination Date shall end on the Termination Date;

               (3)  any Interest Period pertaining to a Eurodollar Loan that
          begins on the last Business Day of a calendar month (or on a day for
          which there is no numerically corresponding day in the calendar month
          at the end of such Interest Period) shall end on the last Business Day
          of a calendar month; and

               (4)  the Borrower shall select Interest Periods so as not to
          require a payment or prepayment of any Eurodollar Loan during an
          Interest Period for such Eurodollar Loan.

          "Leverage Ratio":  on any date, Total Debt on such date divided by
           --------------                                                   
     Operating Cash Flow for the then most recently

                                                                              10
<PAGE>
 
     ended period of four consecutive fiscal quarters for which the Borrower
     shall have delivered financial statements to the Lenders pursuant to
     subsection 5.1(a) or (b).

          "Lien":  any mortgage, pledge, hypothecation, assignment, deposit
           ----                                                            
     arrangement, encumbrance, lien (statutory or other), charge or other
     security interest or any preference, priority or other security agreement
     or preferential arrangement of any kind or nature whatsoever (including,
     without limitation, any conditional sale or other title retention agreement
     and any Financing Lease having substantially the same economic effect as
     any of the foregoing).

          "Limited Partners":  the collective reference to Adams, the Adams Sons
           ----------------                                                     
     and Gleason.

          "Loan Documents":  this Agreement, the Revolving Credit Notes, the
           --------------                                                   
     Mortgages, the Mortgages, the Global Security Agreement and the Global
     Consent.

          "Loan Parties":  the Borrower, the Managing General Partner, each
           ------------                                                    
     owner of shares of Capital Stock of the Managing General Partner, the
     Limited Partners and each Subsidiary of the Borrower which is a party to a
     Loan Document.
 
          "Managing General Partner":  Adams Outdoor Advertising, Inc., a
           ------------------------                                      
     Minnesota corporation.

          "Material Adverse Effect":  a material adverse effect on (a) the
           -----------------------                                        
     business, operations, property, condition (financial or otherwise) or
     prospects of the Borrower and its Restricted Subsidiaries taken as a whole
     or (b) the validity or enforceability of this or any of the other Loan
     Documents or the rights or remedies of the Agent or the Lenders hereunder
     or thereunder.

          "Material Environmental Amount":  an amount payable by the Borrower
           -----------------------------                                     
     and/or its Subsidiaries in excess of $500,000 for remedial costs,
     compliance costs, compensatory damages, punitive damages, fines, penalties
     or any combination thereof.

          "Materials of Environmental Concern":  any gasoline or petroleum
           ----------------------------------                             
     (including crude oil or any fraction thereof) or petroleum products or any
     hazardous or toxic substances, materials or wastes, defined or regulated as
     such in or under any Environmental Law, including, without limitation,
     asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

          "Mortgage":  each of the Mortgages, substantially in the form of
           --------                                                       
     Exhibit D to the Original Credit Agreement,

                                                                              11
<PAGE>
 
     executed and delivered by the Borrower pursuant to the Original Credit
     Agreement, as amended, supplemented or otherwise modified from time to
     time.

          "Multiemployer Plan":  a Plan which is a multiemployer plan as defined
           ------------------                                                   
     in Section 4001(a)(3) of ERISA.

          "Net Proceeds":  of any event of a type described in subsection
           ------------                                                  
     2.4(c), an amount equal to the gross proceeds thereof net of any and all
     costs and expenses reasonably incurred by the Borrower or any Restricted
     Subsidiary, as the case may be, in connection therewith, including, without
     limitation, legal or brokerage fees, and any taxes payable or any taxes
     that would have been payable by the Borrower had it been a C corporation,
     with respect thereto.

          "Non-Excluded Taxes":  as defined in subsection 2.17.
           ------------------                                  

          "Operating Cash Flow":  for any period, the sum of (a) consolidated
           -------------------                                               
     net income (excluding barter gains and losses and extraordinary, unusual
     and non-recurring gains and losses (including, without limitation, net
     gains or losses on disposals of property and equipment)) of the Borrower
     and its Restricted Subsidiaries for such period plus (b) the sum of the
     following to the extent deducted in determining such consolidated net
     income:  depreciation, amortization, interest expense, tax expense and any
     other non-cash expense and Deferred Management Compensation (including,
     without limitation, any Deferred Management Compensation paid on the
     Closing Date); provided, however, that for purposes of this definition, any
                    --------  -------                                           
     acquisition or disposition by the Borrower or any Restricted Subsidiary of
     assets constituting an operating business or of the stock of any Person
     which shall occur during any period shall be deemed to have occurred on the
     first day of such period, and Operating Cash Flow shall be computed on the
     basis of such assumption.

          "PA Outdoor, Inc.":  a Pennsylvania corporation which is a Restricted
           ----------------                                                    
     Subsidiary.

          "Participant":  as defined in subsection 9.6(b).
           -----------                                    

          "PBGC":  the Pension Benefit Guaranty Corporation established pursuant
           ----                                                                 
     to Subtitle A of Title IV of ERISA.

          "Permitted Disposition":  any sale or other disposition of property,
           ---------------------                                              
     business or assets permitted by subsection 6.6(d).

          "Permitted Holder":  means Adams, his spouse and legal descendants and
           ----------------                                                     
     trusts for the exclusive benefit of any of the foregoing persons.

                                                                              12
<PAGE>
 
          "Permitted Restricted Payments":  Restricted Payments, as hereinafter
           -----------------------------                                       
     defined, made (a) subsequent to the date of delivery to the Lenders
     pursuant to subsection 5.1(a) of the audited financial statements of the
     Borrower for any fiscal year and prior to the last day of the fiscal year
     immediately succeeding such fiscal year, (b) only if such the Leverage
     Ratio as at the last day of such fiscal year (as reflected in such
     financial statements) is at least 4.5 to 1.0 and (c) in an aggregate amount
     for such fiscal year not in excess of the lesser of (i) the portion of
     Excess Cash Flow for such fiscal year that is not required to be used to
     reduce the Commitments pursuant to subsection 2.4(d) hereof and (ii)
     $1,000,000.

          "Person":  an individual, partnership, corporation, business trust,
           ------                                                            
     joint stock company, trust, unincorporated association, joint venture,
     Governmental Authority or other entity of whatever nature.

          "Phantom Stock Agreements":  the agreements entered into, in writing,
           ------------------------                                            
     between the Borrower and certain of its employees, and any comparable
     subordinated incentive compensation agreements with its employees,
     providing for incentive compensation on the basis of the increase in value
     of the Borrower or a division or Restricted Subsidiary thereof.

          "Plan":  at a particular time, any employee benefit plan which is
           ----                                                            
     covered by ERISA and in respect of which the Borrower or a Commonly
     Controlled Entity is (or, if such plan were terminated at such time, would
     under Section 4069 of ERISA be deemed to be) an "employer" as defined in
     Section 3(5) of ERISA.

          "Pro Forma Debt Service":  for any period, the sum of (a) the amount
           ----------------------                                             
     (which may in no event be less than zero) determined by subtracting the
     amount of the Commitments scheduled to be in effect at the end of such
     period from the aggregate principal amount of the Revolving Credit Loans
     outstanding at the beginning of such period and (b) the aggregate amount of
     Interest Expense reasonably expected to be incurred during such period
     (taking into account all scheduled reductions in principal during such
     period and, in the case of interest which is calculated on a floating
     basis, assuming that the rate in effect at the beginning of such period
     will remain in effect throughout such period).

          "Properties":  as defined in subsection 3.17.
           ----------                                  

          "Register":  as defined in subsection 9.6(d).
           --------                                    

          "Regulation U":  Regulation U of the Board of Governors of the Federal
           ------------                                                         
     Reserve System as in effect from time to time.

                                                                              13
<PAGE>
 
          "Reorganization":  with respect to any Multiemployer Plan, the
           --------------                                               
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "Reportable Event":  any of the events set forth in Section 4043(b) of
           ----------------                                                     
     ERISA, other than those events as to which the thirty day notice period is
     waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. (S)
     2615.

          "Required Lenders":  at any time, Lenders the Commitment Percentages
           ----------------                                                   
     of which aggregate more than 66-2/3%.

          "Requirement of Law":  as to any Person, the Certificate of
           ------------------                                        
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator or a court or other Governmental Authority, in each case
     applicable to or binding upon such Person or any of its property or to
     which such Person or any of its property is subject.

          "Restricted Payment":  as defined in subsection 6.7.
           ------------------                                 

          "Responsible Officer":  the chief executive officer and the president
           -------------------                                                 
     of the Borrower or, with respect to financial matters, the chief financial
     officer of the Borrower.

          "Restricted Subsidiary":  any subsidiary of the Borrower other than an
           ---------------------                                                
     Unrestricted Subsidiary.  Unless otherwise qualified, all references to a
     "Restricted Subsidiary" or to "Restricted Subsidiaries" in this
     Agreement shall refer to a Restricted Subsidiary or Restricted Subsidiaries
     of the Borrower.

          "Revolving Credit Commitment":  as to any Lender, the obligation of
           ---------------------------                                       
     such Lender to make Revolving Credit Loans to the Borrower in an aggregate
     principal amount at any one time outstanding not to exceed the amount set
     forth under the heading "Revolving Credit Commitments" opposite such
     Lender's name on Schedule 1.1, as such amount may be changed from time to
     time pursuant to this Agreement.

          "Revolving Credit Commitment Period":  the period from and including
           ----------------------------------                                 
     the date hereof to but not including the Termination Date or such earlier
     date on which the Revolving Credit Commitments shall terminate as provided
     herein.

          "Revolving Credit Loans":  as defined in subsection 2.1.
           ----------------------                                 

          "Revolving Credit Note":  as defined in subsection 2.5(e).
           ---------------------                                    
 

                                                                              14
<PAGE>
 
          "Security Documents":  the collective reference to the Mortgages, the
           ------------------                                                  
     Global Security Agreement, and all other security documents hereafter
     delivered to the Agent granting a Lien on any asset or assets of any Person
     to secure the obligations and liabilities of the Borrower hereunder and
     under any of the other Loan Documents or to secure any guarantee of any
     such obligations and liabilities.

          "Senior Notes":  the 10.75% Unsecured Senior Notes due 2006 of the
           ------------                                                     
     Borrower to be issued pursuant to the Indenture, dated March 12, 1996,
     between the Borrower and United States Trust Company of New York, as
     Trustee.

          "Single Employer Plan":  any Plan which is covered by Title IV of
           --------------------                                            
     ERISA, but which is not a Multiemployer Plan.

          "Subsidiary":  as to any Person, a corporation, partnership or other
           ----------                                                         
     entity of which shares of stock or other ownership interests having
     ordinary voting power (other than stock or such other ownership interests
     having such power only by reason of the happening of a contingency) to
     elect a majority of the board of directors or other managers of such
     corporation, partnership or other entity are at the time owned, or the
     management of which is otherwise controlled, directly or indirectly through
     one or more intermediaries, or both, by such Person.

          "Tax Distributions":  Distributions to the partners of the Borrower,
           -----------------                                                  
     calculated to include income and gain in excess of any prior allocation of
     loss and deduction, based on estimates of the amount of federal, state and
     local income taxes that the Borrower would be required to pay with respect
     to a fiscal year as if, for the applicable fiscal year, the Borrower were
     treated as a C corporation incorporated under the laws of the State of
     Minnesota rather than as a partnership; provided that (a) the aggregate
                                             --------                       
     amount of such distributions in respect of any period does not exceed the
     aggregate amount of income taxes that would have been payable by the
     Borrower in respect of its operations for such period if the Borrower were
     taxed as a C corporation and (b) such distributions are made only when and
     to the extent that such partners are obligated to make estimated and final
     tax payments in accordance with applicable law.

          "Termination Date":  December 31, 2001.
           ----------------                      

          "Total Debt":  Indebtedness of the Borrower and its Restricted
           ----------                                                   
     Subsidiaries plus Guarantee Obligations of the Borrower and its Restricted
     Subsidiaries of Indebtedness of any other Person, all as determined on a
     consolidated basis.

          "Tranche":  the collective reference to Eurodollar Loans the then
           -------                                                         
     current Interest Periods with respect to all

                                                                              15
<PAGE>
 
                                                                              16

     of which begin on the same date and end on the same later date (whether or
     not such Eurodollar Loans shall originally have been made on the same day).

          "Transferee":  as defined in subsection 9.6(f).
           ----------                                    

          "Type":  as to any Loan, its nature as an ABR Loan or a Eurodollar
           ----                                                             
     Loan.

          "Unrestricted Subsidiary":  Adams In-Store Advertising, LLC, a
           -----------------------                                      
     Minnesota limited liability company, a Subsidiary of the Borrower.

          1.2  Other Definitional Provisions.  (a)  Unless otherwise specified
               -----------------------------                                  
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes or any certificate or other document made or delivered
pursuant hereto.

          (b)  As used herein and in any Notes, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Borrower and its Restricted Subsidiaries not defined in subsection 1.1 and
accounting terms partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.

          (c)  The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

          (d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.


          SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS

          2.1  Revolving Credit Commitments.  (a)  Subject to the terms and
               ----------------------------                                
conditions hereof, each Lender severally agrees to make revolving credit loans
("Revolving Credit Loans") to the Borrower from time to time during the
  ----------------------                                               
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed the amount of such Lender's Commitment.  During the Commitment
Period the Borrower may use the Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.

          (b) The Revolving Credit Loans may from time to time be (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the
Borrower and notified to the Agent in accordance with subsections 2.2 and 2.7,
provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after
--------                                                                       
the day that is one month prior to the Termination Date.

<PAGE>
 
                                                                              17

          2.2  Procedure for Revolving Credit Borrowing.  The Borrower may
               ----------------------------------------                   
borrow under the Commitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Agent irrevocable notice (which notice
--------                                                                        
must be received by the Agent prior to 10:00 A.M., New York City time, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b)
one Business Day prior to the requested Borrowing Date, otherwise), specifying
(i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof
and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
amounts of each such Type of Loan and the lengths of the initial Interest
Periods therefor.  Each borrowing under the Commitments shall be in an amount
equal to (x) in the case of ABR Loans, $100,000 or a whole multiple thereof (or,
if the then Available Commitments are less than $100,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of
$100,000 in excess thereof.  Upon receipt of any such notice from the Borrower,
the Agent shall promptly notify each Lender thereof.  Each Lender will make the
amount of its pro rata share of each borrowing available to the Agent for the
account of the Borrower at the office of the Agent specified in subsection 10.2
prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the
Borrower in funds immediately available to the Agent.  Such borrowing will then
be made available to the Borrower by the Agent crediting the account of the
Borrower on the books of such office with the aggregate of the amounts made
available to the Agent by the Lenders and in like funds as received by the
Agent.

          2.3  Commitment Fee.  The Borrower agrees to pay to the Agent for the
               --------------                                                  
account of each Lender a commitment fee for the period from and including the
first day of the Commitment Period to the Termination Date, computed at the rate
of .50% per annum on the average daily amount of the Available Commitment of
such Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Termination Date or such earlier date as the Commitments shall terminate as
provided herein, commencing on the first of such dates to occur after the date
hereof.

          2.4  Termination or Reduction of Commitments.  (a)  The Borrower shall
               ---------------------------------------                          
have the right, upon not less than five Business Days' notice to the Agent, to
terminate the Commitments or, from time to time, to reduce the amount of the
Commitments.  Any such reduction shall be in an amount equal to $100,000 or a
whole multiple thereof and shall reduce permanently the Commitments then in
effect.

          (b)  On the last day of each March, June, September and December to
occur during each of the calendar years set forth below, the Commitment of each
Lender shall be reduced by such
<PAGE>
 
                                                                              18

Lender's Commitment Percentage of one-fourth (or, in the case of 2001, all) of
the amount set forth below opposite such calendar year:

<TABLE>
<CAPTION>
          Year                Amount   
          ----                ------   
          <S>               <C>        
          1998              $ 4,000,000
          1999              $ 8,000,000
          2000              $10,000,000
          2001              $13,000,000 
</TABLE>

          (c)  In the event that the Borrower or any of its Restricted
Subsidiaries shall receive any Net Proceeds from (i) a Permitted Disposition,
(ii) the removal of any sign (whether as a result of condemnation proceedings or
otherwise), (iii) any insurance policy covering any loss with respect to any of
its property, plant or equipment or (iv) any litigation, the Commitments shall
be automatically reduced on the date of receipt thereof by an amount equal to
such Net Proceeds, provided, that if on or before such date the Borrower shall
                   --------                                                   
deliver to the Agent a certificate stating that the Borrower intends to utilize
such proceeds to acquire new signs or other assets or to repair any property,
plant or equipment with respect to which an insured loss shall have occurred or
to replace any removed sign, then the Borrower may do so and the Commitments
shall be automatically reduced on the date which is one year following the date
of receipt thereof by the portion of such Net Proceeds, if any, not utilized
within such one-year period to acquire new signs or other assets or to repair
any property, plant or equipment with respect to which an insured loss shall
have occurred or to replace any removed sign, provided, however, that, if a
                                              --------  -------            
Default or Event of Default shall occur during such one-year period on or before
any portion of any such Net Proceeds shall be so utilized, the Commitments shall
(provided that such Default or Event of Default shall be then continuing) be
 --------                                                                   
automatically reduced by an amount equal to such unutilized portion on the date
on which the Agent shall so notify the Borrower.

          (d)  If the Leverage Ratio as of the last day of any  fiscal year,
commencing with the fiscal year ending December 31, 1998, is equal to or greater
than 4.5 to 1.0, then on the earlier of (i) the date of delivery of the audited
financial statements for such fiscal year pursuant to subsection 5.1(a) and (ii)
March 31 of the succeeding calendar year, the Commitments shall be reduced
automatically by an amount equal to 50% of the Excess Cash Flow for such fiscal
year.

          2.5  Repayment of Revolving Credit Loans; Evidence of Debt.  (a)  The
               -----------------------------------------------------           
Borrower hereby unconditionally promises to pay to the Agent for the account of
each Lender the then unpaid principal amount of each Revolving Credit Loan of
such Lender on the Termination Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 7).  The
<PAGE>
 
                                                                              19

Borrower hereby further agrees to pay interest on the unpaid principal amount of
the Revolving Credit Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in subsection 2.9.

          (b)  Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Revolving Credit Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.

          (c)  The Agent shall maintain the Register pursuant to subsection
9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i)
the amount of each Revolving Credit Loan made hereunder, the Type thereof and
each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) both the amount of any sum received by the Agent
hereunder from the Borrower and each Lender's share thereof.

          (d)  The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.5(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
                   ----- -----                                             
obligations of the Borrower therein recorded; provided, however, that the
                                              --------  -------          
failure of any Lender or the Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the obligation of the
Borrower to repay (with applicable interest) the Revolving Credit Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.

          (e)  The Borrower agrees that, upon the request to the Agent by any
Lender, the Borrower will execute and deliver to such Lender a promissory note
of the Borrower evidencing the Revolving Credit Loans of such Lender,
substantially in the form of Exhibit A with appropriate insertions as to date
and principal amount (a "Revolving Credit Note").
                         ---------------------   

          2.6  Optional Prepayments; Mandatory Prepayments.  (a)  The Borrower
               -------------------------------------------                    
may at any time and from time to time prepay the Revolving Credit Loans, in
whole or in part, without premium or penalty, upon, in the case of Eurodollar
Loans, at least three Business Days' irrevocable notice to the Agent, and in the
case of ABR Loans, at least one Business Day's irrevocable notice to the Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans or ABR Loans thereof.  Upon receipt of any such notice the
Agent shall promptly notify each Lender thereof.  If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection
2.16.  Partial prepayments shall
<PAGE>
 
                                                                              20

be in an aggregate principal amount of $100,000 or a whole multiple thereof.

          (b)  If, after giving effect to any reduction of the Commitments
pursuant to subsection 2.4, the aggregate principal amount of Revolving Credit
Loans then outstanding exceeds the Commitments as so reduced, the Borrower shall
prepay the Revolving Credit Loans in an amount equal to such excess.  Each
prepayment of the Revolving Credit Loans pursuant to this subsection 2.6(b)
shall be accompanied by payment in full of all accrued interest thereon to and
including the date of such prepayment, together with any additional amounts
owing pursuant to subsection 2.16.

          2.7  Conversion and Continuation Options.  (a)  The Borrower may elect
               -----------------------------------                              
from time to time to convert Eurodollar Loans to ABR Loans by giving the Agent
at least two Business Days' prior irrevocable notice of such election; provided
                                                                       --------
that any such conversion of Eurodollar Loans may only be made on the last day of
an Interest Period with respect thereto.  The Borrower may elect from time to
time to convert ABR Loans to Eurodollar Loans by giving the Agent at least three
Business Days' prior irrevocable notice of such election.  Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest
Period or Interest Periods therefor.  Upon receipt of any such notice the Agent
shall promptly notify each Lender thereof.  All or any part of outstanding
Eurodollar Loans and ABR Loans may be converted as provided herein, provided
                                                                    --------
that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Agent has or the Required Lenders
have determined that such a conversion is not appropriate and (ii) no ABR Loan
may be converted into a Eurodollar Loan after the date that is one month prior
to the Termination Date.

          (b)  Any Eurodollar Loans may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
notice to the Agent, in accordance with the applicable provisions of the term
"Interest Period" set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Eurodollar Loans, provided that no
                                                           --------        
Eurodollar Loan may be continued as such (i) when any Event of Default has
occurred and is continuing and the Agent has or the Required Lenders have
determined that such a continuation is not appropriate or (ii) after the date
that is one month prior to the Termination Date provided, further, that if the
                                                --------  -------             
Borrower shall fail to give such notice or if such continuation is not permitted
such Eurodollar Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period.

          2.8  Minimum Amounts and Maximum Number of Tranches.  All borrowings,
               ----------------------------------------------                  
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after
<PAGE>
 
                                                                              21

giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole
multiple of $100,000 in excess thereof.  In no event shall there be more than
five Eurodollar Tranches outstanding at any time.

          2.9  Interest Rates and Payment Dates.  (a)  Each Eurodollar Loan
               --------------------------------                            
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

          (b)  Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

          (c)  If all or a portion of (i) any principal of any Revolving Credit
Loan, (ii) any interest payable thereon, (iii) any commitment fee or (iv) any
other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), the principal of the Revolving Credit
Loans and any such overdue interest, commitment fee or other amount shall bear
interest at a rate per annum which is (x) in the case of principal, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this subsection plus 2% or (y) in the case of any such overdue interest,
commitment fee or other amount, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
overdue principal, interest, commitment fee or other amount is paid in full (as
well after as before judgment).

          (d)  Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (d) of this
      --------                                                         
subsection shall be payable from time to time on demand.

          2.10  Computation of Interest and Fees.  (a)  Commitment fees and,
                --------------------------------                            
whenever it is calculated on the basis of the prime rate of CIBC-Bank, interest
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed; and, otherwise, interest shall be calculated
on the basis of a 360-day year for the actual days elapsed.  The Agent shall as
soon as practicable notify the Borrower and the Lenders of each determination of
a Eurodollar Rate.  Any change in the interest rate on a Revolving Credit Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective.  The Agent shall as soon as practicable notify the
Borrower and the Lenders of the effective date and the amount of each such
change in interest rate.

          (b)  Each determination of an interest rate by the Agent pursuant to
any provision of this Agreement shall be conclusive and binding on the Borrower
and the Lenders in the
<PAGE>
 
                                                                              22

absence of manifest error.  The Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the Agent in
determining any interest rate pursuant to subsection 2.9(a) or (c).

          2.11  Inability to Determine Interest Rate.  If prior to the first day
                ------------------------------------                            
of any Interest Period:

          (a)  the Agent shall have determined (which determination shall be
     conclusive and binding upon the Borrower) that, by reason of circumstances
     affecting the relevant market, adequate and reasonable means do not exist
     for ascertaining the Eurodollar Rate for such Interest Period, or

          (b)  the Agent shall have received notice from the Majority Lenders
     that the Eurodollar Rate determined or to be determined for such Interest
     Period will not adequately and fairly reflect the cost to such Lenders (as
     conclusively certified by such Lenders) of making or maintaining their
     affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter.  If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as ABR Loans, (y) any ABR Loans that were to have been converted
on the first day of such Interest Period to Eurodollar Loans shall be converted
to or continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be
converted, on the first day of such Interest Period, to ABR Loans.  Until such
notice has been withdrawn by the Agent, no further Eurodollar Loans shall be
made or continued as such, nor shall the Borrower have the right to convert ABR
Loans to Eurodollar Loans.

          2.12  Pro Rata Treatment and Payments.  (a)  Each borrowing by the
                -------------------------------                             
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee hereunder and any reduction of the Commitments of the Lenders
shall be made pro rata according to the respective Commitment Percentages of the
Lenders.  Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Revolving Credit Loans shall be made pro rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans then held by the Lenders.  All payments (including prepayments) to
be made by the Borrower hereunder, whether on account of principal, interest,
fees or otherwise, shall be made without set off or counterclaim and shall be
made prior to 12:00 Noon, New York City time, on the due date thereof to the
Agent, for the account of the Lenders, at the Agent's office specified in
subsection 10.2, in Dollars and in immediately available funds.  The Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received.  If any payment hereunder becomes due and payable on a
<PAGE>
 
                                                                              23

day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.

          (b)  Unless the Agent shall have been notified in writing by any
Lender prior to a borrowing that such Lender will not make the amount that would
constitute its Commitment Percentage of such borrowing available to the Agent,
the Agent may assume that such Lender is making such amount available to the
Agent, and the Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount.  If such amount is not made available to
the Agent by the required time on the Borrowing Date therefor, such Lender shall
pay to the Agent, on demand, such amount with interest thereon at a rate equal
to the daily average Federal Funds Effective Rate for the period until such
Lender makes such amount immediately available to the Agent.  A certificate of
the Agent submitted to any Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.  If such
Lender's Commitment Percentage of such borrowing is not made available to the
Agent by such Lender within three Business Days of such Borrowing Date, the
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to ABR Loans hereunder, on demand, from the Borrower.

          2.13 Illegality.  Notwithstanding any other provision herein, if the
               ----------                                                     
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert ABR Loans to Eurodollar Loans shall forthwith be cancelled and (b) such
Lender's Revolving Credit Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to ABR Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law.  If any such conversion of a Eurodollar Loan occurs
on a day which is not the last day of the then current Interest Period with
respect thereto, the Borrower shall pay to such Lender such amounts, if any, as
may be required pursuant to subsection 2.16.

          2.14 Requirements of Law.  (a)  If the adoption of or any change in
               -------------------                                           
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

            (i)  shall subject any Lender to any tax of any kind whatsoever
     with respect to this Agreement, any Note or any Eurodollar Loan made by it,
     or change the basis of taxation of payments to such Lender in respect
     thereof (except for
<PAGE>
 
                                                                              24

     Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of
     tax on the overall net income of such Lender);

           (ii)  shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against assets held
     by, deposits or other liabilities in or for the account of, advances, loans
     or other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender which is not otherwise included in the determination
     of the Eurodollar Rate hereunder; or

          (iii)  shall impose on such Lender any other condition; and the
     result of any of the foregoing is to increase the cost to such Lender, by
     an amount which such Lender deems to be material, of making, converting
     into, continuing or maintaining Eurodollar Loans or to reduce any amount
     receivable hereunder in respect thereof, then, in any such case, the
     Borrower shall promptly pay such Lender such additional amount or amounts
     as will compensate such Lender for such increased cost or reduced amount
     receivable.

          (b)  If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, the Borrower shall promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction arising from and after the later of (i) the effective date of such
adoption of or change in any Requirement of Law or (ii) the date which is 60
days prior to the date of the receipt by the Borrower of notice from such Lender
of the nature of the change and the amount of such change.

          (c)  If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower (with a copy
to the Agent) of the event by reason of which it has become so entitled.  A
certificate as to any additional amounts payable pursuant to this subsection
submitted by such Lender to the Borrower (with a copy to the Agent) shall be
conclusive in the absence of manifest error.  The agreements in this subsection
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.
<PAGE>
 
                                                                              25

          2.15 Taxes.  (a)  All payments made by the Borrower under this
               -----                                                    
Agreement and any Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Agent or any Lender as a result of a
present or former connection between the Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any Revolving Credit Note).  If any such non-excluded taxes,
levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded
                                                                    ------------
Taxes") are required to be withheld from any amounts payable to the Agent or any
-----                                                                           
Lender hereunder or under any Note, the amounts so payable to the Agent or such
Lender shall be increased to the extent necessary to yield to the Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
           --------  -------                                            
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof if such Lender fails to
comply with the requirements of paragraph (b) of this subsection.  Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof.  If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agent and the Lenders for
any incremental taxes, interest or penalties that may become payable by the
Agent or any Lender as a result of any such failure.  The agreements in this
subsection shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

          (b)  Each Lender that is not incorporated under the laws of the United
States of America or a state thereof shall:

            (i)  deliver to the Borrower and the Agent (A) two duly completed
     copies of United States Internal Revenue Service Form 1001 or 4224, or
     successor applicable form, as the case may be, and (B) an Internal Revenue
     Service Form W-8 or W-9, or successor applicable form, as the case may be;
<PAGE>
 
                                                                              26

           (ii)  deliver to the Borrower and the Agent two further copies of
     any such form or certification on or before the date that any such form or
     certification expires or becomes obsolete and after the occurrence of any
     event requiring a change in the most recent form previously delivered by it
     to the Borrower; and

          (iii)  obtain such extensions of time for filing and complete
     such forms or certifications as may reasonably be requested by the Borrower
     or the Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the Agent.
Such Lender shall certify (i) in the case of a Form 1001 or 4224, that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (ii) in the case of a
Form W-8 or W-9, that it is entitled to an exemption from United States backup
withholding tax.  Each Person that shall become a Lender or a Participant
pursuant to subsection 9.6 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms and statements required
pursuant to this subsection, provided that in the case of a Participant such
Participant shall furnish all such required forms and statements to the Lender
from which the related participation shall have been purchased.

          2.16 Indemnity.  The Borrower agrees to indemnify each Lender and to
               ---------                                                      
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto.  Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Revolving
Credit Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Bank on such amount
by placing such amount on deposit for a
<PAGE>
 
                                                                              27

comparable period with leading banks in the interbank eurodollar market.  This
covenant shall survive the termination of this Agreement and the payment of the
Revolving Credit Loans and all other amounts payable hereunder.


                   SECTION 3.  REPRESENTATIONS AND WARRANTIES

          To induce the Agent and the Lenders to enter into this Agreement and
to make the Revolving Credit Loans, the Borrower hereby represents and warrants
to the Agent and each Lender that:

          3.1  Financial Condition.  The consolidated balance sheet of the
               -------------------                                        
Borrower and its consolidated Restricted Subsidiaries as at December 31, 1995
and the related consolidated statements of income and of cash flows for the
fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of
which have heretofore been furnished to each Lender, are complete and correct
and present fairly the consolidated financial condition of the Borrower and its
consolidated Restricted Subsidiaries as at such date, and the consolidated
results of their operations and their consolidated cash flows for the fiscal
year then ended.  The unaudited consolidated balance sheet of the Borrower and
its consolidated Restricted Subsidiaries as at September 30, 1996 and the
related unaudited consolidated statements of income and of cash flows for the
nine-month period ended on such date, certified by a Responsible Officer, copies
of which have heretofore been furnished to each Lender, are complete and correct
and present fairly the consolidated financial condition of the Borrower and its
consolidated Restricted Subsidiaries as at such date, and the consolidated
results of their operations and their consolidated cash flows for the nine-month
period then ended (subject to normal year-end audit adjustments).  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants or Responsible Officer,
as the case may be, and as disclosed therein).  Neither the Borrower nor any of
its consolidated Restricted Subsidiaries had, at the date of the most recent
balance sheet referred to above, any material Guarantee Obligation, contingent
liability or liability for taxes, or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto.  During the period from September
30, 1996 to and including the date hereof there has been no sale, transfer or
other disposition by the Borrower or any of its consolidated Restricted
Subsidiaries of any material part of its business or property and no purchase or
other acquisition of any business or property (including any capital stock of
any other Person) material in relation to the consolidated financial condition
of the Borrower and its consolidated Restricted Subsidiaries at September 30,
1996, other than the acquisition of substantially
<PAGE>
 
                                                                              28

all the assets of the Pocono region operations of Matthew Outdoor Advertising
Co., L.P.

          3.2  No Change.  Since September 30, 1996 (a) there has been no
               ---------                                                 
development or event which has had or could have a Material Adverse Effect and
(b) no distributions have been paid or made upon the partnership interests in
the Borrower nor have any of the partnership interests in the Borrower been
redeemed, retired, purchased or otherwise acquired for value by the Borrower or
any of its Restricted Subsidiaries.

          3.3  Existence; Compliance with Law.  Each of the Borrower and its
               ------------------------------                               
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification and (d) is in compliance
with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, have a Material Adverse Effect.

          3.4  Power; Authorization; Enforceable Obligations.  The Borrower and
               ---------------------------------------------                   
each other Loan Party has the power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and to borrow
hereunder and has taken all necessary action to authorize the borrowings on the
terms and conditions of this Agreement and any Notes and to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party.  No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Loan Documents to which the
Borrower or any other Loan Party is a party.  This Agreement has been, and each
other Loan Document to which it is a party will be, duly executed and delivered
on behalf of the Borrower and each other Loan Party.  This Agreement
constitutes, and each other Loan Document to which it is a party when executed
and delivered will constitute, a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
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 an implied covenant of good faith and fair dealing.

          3.5  No Legal Bar.  The execution, delivery and performance of the
               ------------                                                 
Loan Documents to which the Borrower and each other Loan Party is a party, the
borrowings hereunder and the use
<PAGE>
 
                                                                              29

of the proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of the Borrower or of any of its Restricted Subsidiaries or any other
Loan Party and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation.

          3.6  No Material Litigation.  Except as set forth on Schedule 3.6, no
               ----------------------                                          
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Restricted Subsidiaries or
against any of its or their respective properties or revenues (a) with respect
to any of the Loan Documents or any of the transactions contemplated hereby or
thereby, or (b) which could reasonably be expected to have a Material Adverse
Effect.

          3.7  No Default.  Neither the Borrower nor any of its Restricted
               ----------                                                 
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect.  No Default or Event of Default has occurred and is continuing.

          3.8  Ownership of Property; Liens.  Each of the Borrower and its
               ----------------------------                               
Restricted Subsidiaries has good record and marketable title in fee simple to,
or a valid leasehold interest in, all its real property, and good title to, or a
valid leasehold interest in, all its other property, and none of such property
is subject to any Lien except as permitted by subsection 6.3.

          3.9  Intellectual Property.  The Borrower and each of its Restricted
               ---------------------                                          
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property").  No claim has been asserted and is pending by any
----------------------                                                     
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim.  The use of such
Intellectual Property by the Borrower and its Restricted Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.
<PAGE>
 
                                                                              30

          3.10 No Burdensome Restrictions.  No Requirement of Law or
               --------------------------                           
Contractual Obligation of the Borrower or any of its Restricted Subsidiaries
could reasonably be expected to have a Material Adverse Effect.

          3.11 Taxes.  Each of the Borrower and its Restricted Subsidiaries has
               -----                                                           
filed or caused to be filed all tax returns which, to the knowledge of the
Borrower, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Restricted Subsidiaries, as the case may be); no
tax Lien has been filed, and, to the knowledge of the Borrower, no claim is
being asserted, with respect to any such tax, fee or other charge.

          3.12 Federal Regulations.  No part of the proceeds of any Loans will
               -------------------                                            
be used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation G or Regulation U of the
Board of Governors of the Federal Reserve System as now and from time to time
hereafter in effect.  If requested by any Lender or the Agent, the Borrower will
furnish to the Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-1 or FR Form U-1 referred to in
said Regulation G or Regulation U, as the case may be.

          3.13 ERISA.  Neither a Reportable Event nor an "accumulated funding
               -----                                                         
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code.  No termination of a Single Employer Plan has occurred, and no
Lien in favor of the PBGC or a Plan has arisen, during such five-year period.
The present value of all accrued benefits under each Single Employer Plan (based
on those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits.  Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the
Borrower nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made.  No such Multiemployer Plan is in Reorganization or Insolvent.
<PAGE>
 
                                                                              31

          3.14 Investment Company Act; Other Regulations.  The Borrower is not
               -----------------------------------------                      
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.  The
Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board of Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.

          3.15 Subsidiaries.  As of the date hereof, the Borrower does not have
               ------------                                                    
any Subsidiaries other than PA Outdoor, Inc. and the Unrestricted Subsidiary.

          3.16 Purpose of Revolving Credit Loans.  The proceeds advanced on the
               ---------------------------------                               
Closing Date (as defined in the Original Credit Agreement) with respect to the
initial Revolving Credit Loan were used only to pay costs, fees and expenses
incurred by the Borrower with respect to the Original Credit Agreement and, to
the extent not so used, to repay certain Indebtedness owed to Heller Financial,
Inc.  The proceeds of all other Revolving Credit Loans shall be used by the
Borrower to refinance existing debt, to finance capital expenditures, permitted
acquisitions and for working capital purposes in the ordinary course of
business.

          3.17 Environmental Matters.  Except as set forth on Schedule 3.17:
               ---------------------                                        

          (a)  The facilities and properties owned, leased or operated by the
     Borrower or any of its Subsidiaries (the "Properties") do not contain, and
                                               ----------                      
     have not previously contained, any Materials of Environmental Concern in
     amounts or concentrations which (i) constitute or constituted a violation
     of, or (ii) could reasonably be expected to give rise to liability under,
     any Environmental Law except in either case insofar as such violation or
     liability, or any aggregation thereof, is not reasonably likely to result
     in the payment of a Material Environmental Amount.

          (b)  The Properties and all operations at the Properties are in
     compliance, and have in the last five years been in compliance, in all
     material respects with all applicable Environmental Laws, and there is no
     contamination at, under or about the Properties or violation of any
     Environmental Law with respect to the Properties or the business operated
     by the Borrower or any of its Subsidiaries (the "Business") which could
                                                      --------              
     materially interfere with the continued operation of the Properties or
     materially impair the fair saleable value thereof.

          (c)  Neither the Borrower nor any of its Subsidiaries has received any
     notice of violation, alleged violation, non-compliance, liability or
     potential liability regarding environmental matters or compliance with
     Environmental Laws with regard to any of the Properties or the Business,
     nor
<PAGE>
 
                                                                              32

     does the Borrower have knowledge or reason to believe that any such notice
     will be received or is being threatened except insofar as such notice or
     threatened notice, or any aggregation thereof, does not involve a matter or
     matters that is or are reasonably likely to result in the payment of a
     Material Environmental Amount.

          (d)  Materials of Environmental Concern have not been transported or
     disposed of from the Properties in violation of, or in a manner or to a
     location which could reasonably be expected to give rise to liability
     under, any Environmental Law, nor have any Materials of Environmental
     Concern been generated, treated, stored or disposed of at, on or under any
     of the Properties in violation of, or in a manner that could reasonably be
     expected to give rise to liability under, any applicable Environmental Law
     except insofar as any such violation or liability referred to in this
     paragraph, or any aggregation thereof, is not reasonably likely to result
     in the payment of a Material Environmental Amount.

          (e)  No judicial proceeding or governmental or administrative action
     is pending or, to the knowledge of the Borrower, threatened, under any
     Environmental Law to which the Borrower or any Subsidiary is or will be
     named as a party with respect to the Properties or the Business, nor are
     there any consent decrees or other decrees, consent orders, administrative
     orders or other orders, or other administrative or judicial requirements
     outstanding under any Environmental Law with respect to the Properties or
     the Business except insofar as such proceeding, action, decree, order or
     other requirement, or any aggregation thereof, is not reasonably likely to
     result in the payment of a Material Adverse Amount.

          (f)  There has been no release or threat of release of Materials of
     Environmental Concern at or from the Properties, or arising from or related
     to the operations of the Borrower or any Subsidiary in connection with the
     Properties or otherwise in connection with the Business, in violation of or
     in amounts or in a manner that could reasonably give rise to liability
     under Environmental Laws except insofar as any such violation or liability
     referred to in this paragraph, or any aggregation thereof, is not
     reasonably likely to result in the payment of a Material Environmental
     Amount.

          3.18 Regulation H.  No Mortgage encumbers improved real property
               ------------                                               
which is located in an area that has been identified by the Secretary of Housing
and Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968.
<PAGE>
 
                                                                              33

          3.19 Accuracy and Completeness of Information.  No fact is known to
               ----------------------------------------                      
the Borrower which has had or could reasonably be expected to have a Material
Adverse Effect, which has not been disclosed to the Lenders by the Borrower in
writing prior to the date hereof.  No document furnished or statement made in
writing to the Lenders by the Borrower in connection with the negotiation,
preparation or execution of or pursuant to this Agreement or any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state any such material fact necessary in order to make the statements contained
therein not misleading, in either case which has not been corrected,
supplemented or remedied by subsequent documents furnished or statements made in
writing to the Lenders prior to the date hereof.

          3.20 Solvency.  On the date hereof, (a) the property, at the fair
               --------                                                    
valuation, of the Borrower exceeds the Borrower's debts, (b) the Borrower is
able to pay its liability on its debts as such debts become absolute and
matured, and (c) the Borrower has sufficient capital with which to conduct its
business.  For purposes of this subsection, "debt" means "liability on a claim",
"claim" means any (i) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.

          3.21 Leaseholds, Permits, etc.  Except as set forth on Schedule 3.21,
               -------------------------                                       
the Borrower possesses or has the right to use, all leaseholds, easements,
franchises and permits and all authorizations and other rights which are
material to and necessary for the conduct of its business.  Except as set forth
on such Schedule, and except for such noncompliance with the foregoing which
could not reasonably be expected to have a Material Adverse Effect, all of the
foregoing are in full force and effect, and the Borrower is in substantial
compliance with the foregoing without any known conflict with the valid rights
of others.  Except as set forth in such Schedule, no event has occurred which
permits, or after notice or lapse of time or both would permit, the revocation
or termination of any such leasehold, easement, franchise, license or other
right, which termination or revocation would, considered as a whole reasonably
be expected to have a Material Adverse Effect, except that certain of the
leasehold interests of the Borrower which, taken in the aggregate, may be
material to the Borrower, are tenancies at will which may be terminated by the
lessor thereunder at any time upon delivery of the requisite notice required by
state law.

          3.22 Signs.  The Borrower has delivered to Agent a complete and
               -----                                                     
correct list of the location by county and state of
<PAGE>
 
                                                                              34

each sign owned by the Borrower and its Restricted Subsidiaries as of the date
hereof.

          3.23 Ownership of Borrower and Managing General Partner.  Schedule
               --------------------------------------------------           
3.23 accurately sets forth the ownership of the Borrower and of the Managing
General Partner as of the date hereof.

          3.24 Real Property.  The Borrower has delivered to the Agent a
               -------------                                            
detailed description, including the location by county and state, of each parcel
of real property owned by the Borrower and its Restricted Subsidiaries as of the
date hereof.

          3.25 Phantom Stock Agreements.  The Borrower has delivered to Agent a
               ------------------------                                        
complete and correct copy of each Phantom Stock Agreement in effect as of the
date hereof.


                       SECTION 4.  CONDITIONS PRECEDENT

          4.1  Conditions to Effectiveness.  The effectiveness of this Agreement
               ---------------------------                                      
is subject to the satisfaction on or before December 15, 1996 of the following
conditions precedent:

          (a)  Loan Documents.  The Agent shall have received (i) this
               --------------                                         
     Agreement, executed and delivered by a duly authorized officer of the
     Borrower, with a counterpart for each Lender, (ii) the Global Consent,
     executed and delivered by a duly authorized officer of each Loan Party
     other than the Borrower, with a counterpart or a conformed copy for each
     Lender and (iii) each of the Mortgage Supplements, each executed and
     delivered by a duly authorized officer of the party thereto, with a
     counterpart or a conformed copy for each Lender.

          (b)  Proceedings of the Borrower.  The Agent shall have received, with
               ---------------------------                                      
     a counterpart for each Lender, a copy of the resolutions, in form and
     substance satisfactory to the Agent, of the Borrower, in the form of
     resolutions of the Board of Directors of the Managing General Partner
     authorizing (i) the execution, delivery and performance of this Agreement
     and the other Loan Documents to which it is a party, (ii) the borrowings
     contemplated hereunder and (iii) the granting by it of the Liens created
     pursuant to the Security Documents, certified by the Secretary or an
     Assistant Secretary of the Managing General Partner as of the Closing Date,
     which certificate shall be in form and substance satisfactory to the Agent
     and shall state that the resolutions thereby certified have not been
     amended, modified, revoked or rescinded.

          (c)  Borrower Incumbency Certificate.  The Agent shall have received,
               -------------------------------                                 
     with a counterpart for each Lender, a Certificate of the Borrower, dated
     the Closing Date, as to
<PAGE>
 
                                                                              35

     the incumbency and signature of the officers of the Managing General
     Partner executing any Loan Document satisfactory in form and substance to
     the Agent, executed by the President or any Vice President and the
     Secretary or any Assistant Secretary of the Managing General Partner.

          (d)  Corporate Proceedings of the Managing General Partner.  The
               -----------------------------------------------------      
     resolutions described in subsection 4.1(b) above shall include the
     resolutions, in form and substance satisfactory to the Agent, of the Board
     of Directors of the Managing General Partner authorizing (i) the execution,
     delivery and performance of the Loan Documents to which the Managing
     General Partner is a party and (ii) the granting by it of the Liens created
     pursuant to the Global Security Agreement, certified by the Secretary or an
     Assistant Secretary of the Managing General Partner as of the Closing Date,
     which certificate shall be in form and substance satisfactory to the Agent
     and shall state that the resolutions thereby certified have not been
     amended, modified, revoked or rescinded.

          (e)  Managing General Partner Incumbency Certificate.  The Incumbency
               -----------------------------------------------                 
     Certificate described in subsection 4.1(c) above shall include a
     certificate of the Managing General Partner, dated the Closing Date, as to
     the incumbency and signature of the officers of the Managing General
     Partner executing any Loan Document satisfactory in form and substance to
     the Agent, executed by the President or any Vice President and the
     Secretary or any Assistant Secretary of the Managing General Partner.

          (f)  Organizational Documents.  The Agent shall have received, with a
               ------------------------                                        
     counterpart for each Lender, true and complete copies of the partnership
     agreement, or as the case may be, certificate of incorporation and by-laws
     of each Loan Party which is not a natural person, certified as of the
     Closing Date as complete and correct copies thereof by the Secretary or an
     Assistant Secretary of the Managing General Partner.

          (g)  Fees.  The Agent shall have received the fees to be received on
               ----                                                           
     the Closing Date as separately agreed upon with the Borrower.

          (h)  Legal Opinion.  The Agent shall have received, with a counterpart
               -------------                                                    
     for each Lender, the executed legal opinion of Kaplan, Strangis and Kaplan,
     P.A., counsel to the Borrower, substantially in the form of Exhibit E; such
     legal opinion shall cover such other matters incident to the transactions
     contemplated by this Agreement as the Agent may reasonably require;.

          4.2  Conditions to Each Revolving Credit Loan.  The agreement of each
               ----------------------------------------                        
Lender to make any Revolving Credit Loan
<PAGE>
 
                                                                              36

requested to be made by it on any date (including, without limitation, its
initial Revolving Credit Loan) is subject to the satisfaction of the following
conditions precedent:

          (a)  Representations and Warranties.  Each of the representations and
               ------------------------------                                  
     warranties made by the Borrower or any other Loan Party in or pursuant to
     the Loan Documents shall be true and correct in all material respects on
     and as of such date as if made on and as of such date.
 
          (b)  No Default.  No Default or Event of Default shall have occurred
               ----------                                                     
     and be continuing on such date or after giving effect to the Revolving
     Credit Loans requested to be made on such date.

          (c)  Additional Matters.  All corporate and other proceedings, and all
               ------------------                                               
     documents, instruments and other legal matters in connection with the
     transactions contemplated by this Agreement the other Loan Documents shall
     be satisfactory in form and substance to the Agent, and the Agent shall
     have received such other documents and legal opinions in respect of any
     aspect or consequence of the transactions contemplated hereby or thereby as
     it shall reasonably request.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this subsection have been satisfied.


                       SECTION 5.  AFFIRMATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Agent hereunder or under any
other Loan Document, the Borrower shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its Restricted
Subsidiaries to:

          5.1  Financial Statements.  Furnish to each Lender:
               --------------------                          

          (a)  as soon as available, but in any event within 120 days after the
     end of each fiscal year of the Borrower, a copy of the consolidated balance
     sheet of the Borrower and its consolidated Restricted Subsidiaries as at
     the end of such year and the related consolidated statements of income and
     retained earnings and of cash flows for such year, setting forth in each
     case in comparative form the figures for the previous year, reported on
     without a "going concern" or like qualification or exception, or
     qualification arising out of the scope of the audit, by KPMG Peat Marwick
     LLP or other independent certified public accountants of nationally
     recognized standing;
<PAGE>
 
                                                                              37

          (b)  as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Borrower, the unaudited consolidated balance sheet of the
     Borrower and its consolidated Restricted Subsidiaries as at the end of such
     quarter and the related unaudited consolidated statements of income and
     retained earnings and of cash flows of the Borrower and its consolidated
     Restricted Subsidiaries for such quarter and the portion of the fiscal year
     through the end of such quarter, setting forth in each case in comparative
     form the figures for the previous year, certified by a Responsible Officer
     as being fairly stated in all material respects (subject to normal year-end
     audit adjustments);

          (c)  within 20 days of each month-end, monthly operating statements,
     with unaudited balance sheets and income statements on a market-by-market
     basis for each of the Borrower's markets and on a consolidated basis,
     including in each case a comparison to budget and to the prior fiscal year;
     and

          (d)  concurrently with the information furnished in accordance with
     subsections 5.2(a), (b) and (c) above, corresponding financial statements
     for the Unrestricted Subsidiary.

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

          5.2  Certificates; Other Information.  Furnish to each Lender:
               -------------------------------                          

          (a)  concurrently with the delivery of the financial statements
     referred to in subsection 5.1(a), a certificate of the independent
     certified public accountants reporting on such financial statements stating
     that in making the examination necessary therefor no knowledge was obtained
     of any Default or Event of Default, except as specified in such
     certificate;

          (b)  concurrently with the delivery of the financial statements
     referred to in subsections 5.1(a), (b) and (c), (x) a certificate of a
     Responsible Officer stating that, to the best of such Officer's knowledge,
     during such period (i) no Restricted Subsidiary has been formed or acquired
     (or, if any such Restricted Subsidiary has been formed or acquired, the
     Borrower has complied with the requirements of subsection 5.10 with respect
     thereto), (ii) neither the Borrower nor any of its Restricted Subsidiaries
     has changed
<PAGE>
 
                                                                              38

     its name, its principal place of business, its chief executive office or
     the location of any material item of tangible Collateral without complying
     with the requirements of this Agreement and the Security Documents with
     respect thereto, (iii) the Borrower has observed or performed all of its
     covenants and other agreements, and satisfied every condition, contained in
     this Agreement and the other Loan Documents to be observed, performed or
     satisfied by it, and that such Officer has obtained no knowledge of any
     Default or Event of Default except as specified in such certificate and (y)
     a certificate of a Responsible Officer, substantially in the form of
     Exhibit C (the "Compliance Certificate"), showing in detail reasonably
                     ----------------------                                
     satisfactory to the Agent compliance by the Borrower with the covenants
     contained in subsections 6.1 (except that such Compliance Certificate
     delivered with respect to the first two months of any fiscal quarter need
     not show such compliance with subsections 6.1(a), (b) and (d)), 6.8, 6.9(e)
     and 6.15 and, to the extent not otherwise required to be delivered pursuant
     to subsection 5.1 and 5.2, statements of the Borrower's and its Restricted
     Subsidiaries' cash flows for the periods covered by such covenants with
     respect to which compliance is to be demonstrated in such Compliance
     Certificate, and a computation of the amount of the Borrower's and its
     Restricted Subsidiaries' capital expenditures made during such period and
     during the portion of the fiscal year through the end of the period covered
     by such Compliance Certificate;

          (c)  not later than thirty days prior to the end of each fiscal year
     of the Borrower, a copy of the projections by the Borrower of the operating
     budget and cash flow budget of the Borrower and its Restricted Subsidiaries
     for the succeeding fiscal year, such projections to be accompanied by a
     certificate of a Responsible Officer to the effect that such projections
     have been prepared on the basis of sound financial planning practice and
     that such Officer has no reason to believe they are incorrect or misleading
     in any material respect;

          (d)  not later than April 15 of any year, commencing April 15, 1997, a
     report prepared by the Chief Financial Officer of the Borrower and
     concurred with by the Borrower's auditors (i) calculating the amount of
     federal, state and local income taxes that would have been payable by the
     Borrower in respect of its operations for the immediately preceding year if
     the Borrower were taxed as a C corporation and (ii) comparing the amount
     described in clause (i) immediately preceding with the aggregate amount of
     Tax Distributions made in respect of such immediately preceding year;
<PAGE>
 
                                                                              39

          (e)  within five days after the same are sent, copies of all financial
     statements and reports which the Borrower sends to its partners as a group;
     and

          (f)  promptly, such additional financial and other information as any
     Lender may from time to time reasonably request.

          5.3  Payment of Obligations.  Pay, discharge or otherwise satisfy in
               ----------------------                                         
all material respects at or before maturity or before they become delinquent, as
the case may be, all its obligations of whatever nature, except where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Restricted Subsidiaries, as the
case may be.

          5.4  Maintenance of Existence.  Preserve, renew and keep in full force
               ------------------------                                         
and effect its corporate existence and take all reasonable action to maintain
all rights, privileges and franchises necessary or desirable in the normal
conduct of its business except as otherwise permitted pursuant to subsection
6.5; comply with all Contractual Obligations and Requirements of Law except to
the extent that failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          5.5  Maintenance of Property; Insurance.  Keep all property useful and
               ----------------------------------                               
necessary in its business in good working order and condition; maintain with
financially sound and reputable insurance companies insurance on all Collateral
in accordance with the requirements of the relevant Security Document, and
maintain with respect to all its other property insurance in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and furnish to each Lender, upon written request, full information as
to the insurance carried.

          5.6  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------       
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants.
<PAGE>
 
                                                                              40

          5.7  Notices.  Promptly give notice to the Agent and each Lender of:
               -------                                                        

          (a)  the occurrence of any Default or Event of Default;

          (b)  any (i) default or event of default under any Contractual
     Obligation in excess of $500,000 of the Borrower or any of its Subsidiaries
     or (ii) litigation, investigation or proceeding which may exist at any time
     between the Borrower or any of its Subsidiaries and any Governmental
     Authority, which in the case of clause (ii), if not cured or if adversely
     determined, as the case may be, could reasonably be expected to have a
     Material Adverse Effect;

          (c)  any litigation or proceeding affecting the Borrower or any of its
     Subsidiaries in which the amount involved is $250,000 or more and not
     covered by insurance or in which injunctive or similar relief is sought;

          (d)  the following events, as soon as possible and in any event within
     30 days after the Borrower knows or has reason to know thereof:  (i) the
     occurrence or expected occurrence of any Reportable Event with respect to
     any Plan, a failure to make any required contribution to a Plan, the
     creation of any Lien in favor of the PBGC or a Plan or any withdrawal from,
     or the termination, Reorganization or Insolvency of, any Multiemployer Plan
     or (ii) the institution of proceedings or the taking of any other action by
     the PBGC or the Borrower or any Commonly Controlled Entity or any
     Multiemployer Plan with respect to the withdrawal from, or the terminating,
     Reorganization or Insolvency of, any Plan; and

          (e)  any other development or event which could reasonably be expected
     to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

          5.8  Environmental Laws.  (a)   Comply with, and ensure compliance by
               ------------------                                              
all tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and ensure that
all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so could not be reasonably expected to have a Material Adverse
Effect.

          (b)  Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all
<PAGE>
 
                                                                              41

material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are
being contested in good faith by appropriate proceedings and the pendency of
such proceedings could not be reasonably expected to have a Material Adverse
Effect.

          5.9  Environmental Reports.  If a Default or Event of Default caused
               ---------------------                                   
by any representation made pursuant to subsection 3.17 proving to have been
incorrect or any failure to comply with subsection 5.8 shall have occurred and
be continuing, at the request of the Required Lenders through the Agent, provide
to the Lenders within 60 days after such request, at the expense of the
Borrower, an environmental site assessment report for the Properties which are
the subject of such Default or Event of Default, prepared by an environmental
consulting firm reasonably acceptable to the Agent, describing in reasonable
detail the circumstances giving rise to such Default or Event of Default the
estimated cost of remediation thereof.

          5.10 Further Assurances.  Upon the request of the Agent, promptly
               ------------------                                          
perform or cause to be performed any and all acts and execute or cause to be
executed any and all documents (including, without limitation, financing
statements and continuation statements) for filing under the provisions of the
Uniform Commercial Code or any other Requirement of Law which are necessary or
advisable to maintain in favor of the Agent, for the benefit of the Lenders,
Liens on the Collateral that are duly perfected in accordance with all
applicable Requirements of Law.

          5.11 Additional Collateral.  (a)  With respect to any assets acquired
               ---------------------                                           
after the Closing Date by the Borrower or any of its Restricted Subsidiaries
that are intended to be subject to the Lien created by any of the Security
Documents but which are not so subject (other than (x) any assets described in
paragraph (b) or (c) of this subsection and (y) immaterial assets a Lien on
which cannot be perfected by filing UCC-1 financing statements), promptly (and
in any event within 30 days after the acquisition thereof):  (i) execute and
deliver to the Agent such amendments to the relevant Security Documents or, in
the case of real property, such Mortgages or such other documents as the Agent
shall deem necessary or advisable to grant to the Agent, for the benefit of the
Lenders, a Lien on such assets, (ii) take all actions necessary or advisable to
cause such Lien to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the Agent, and (iii) if
requested by the Agent, deliver to the Agent Lien searches and legal opinions
relating to the matters described in clauses (i) and (ii) immediately preceding,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Agent.
<PAGE>
 
                                                                              42

          (b)  With respect to any Person that, subsequent to the Closing Date,
becomes a Restricted Subsidiary (other than a Foreign Restricted Subsidiary),
promptly upon the request of the Agent: (i) execute and deliver to the Agent,
for the benefit of the Lenders, a new pledge agreement or such amendments to the
Global Security Agreement as the Agent shall deem necessary or advisable to
grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock
of such Restricted Subsidiary which is owned by the Borrower or any of its
Restricted Subsidiaries, (ii) deliver to the Agent the certificates representing
such Capital Stock, together with undated stock powers executed and delivered in
blank by a duly authorized officer of the Borrower or such Restricted
Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A)
to become a party to the Global Security Agreement, in each case pursuant to
documentation which is in form and substance satisfactory to the Agent, and (B)
to take all actions necessary or advisable to cause the Lien created by the
Global Security Agreement to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the Agent and (iv) if
requested by the Agent, deliver to the Agent legal opinions relating to the
matters described in clauses (i), (ii) and (iii) immediately preceding, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Agent.

          (c)  With respect to any Person that, subsequent to the Closing Date,
becomes a Foreign Subsidiary, promptly upon the request of the Agent:  (i)
execute and deliver to the Agent a new pledge agreement or such amendments to
the Global Security Agreement as the Agent shall deem necessary or advisable to
grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock
of such Foreign Subsidiary which is owned by the Borrower or any of its Foreign
Subsidiaries (provided that in no event shall more than 65% of the Capital Stock
of any such Foreign Subsidiary be required to be so pledged), (ii) deliver to
the Agent any certificates representing such Capital Stock, together with
undated stock powers executed and delivered in blank by a duly authorized
officer of the Borrower or such Foreign Subsidiary, as the case may be, and take
or cause to be taken all such other actions under the law of the jurisdiction of
organization of such Foreign Subsidiary as may be necessary or advisable to
perfect such Lien on such Capital Stock and (iii) if requested by the Agent,
deliver to the Agent legal opinions relating to the matters described in clauses
(i) and (ii) immediately preceding, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Agent.

          (d)  Deliver to the Agent in respect of each parcel covered by each
Mortgage executed and delivered to the Agent subsequent to the date hereof
pursuant to subsection 5.11(a), a mortgagee's title policy (or policies) or
marked up unconditional
<PAGE>
 
                                                                              43

binder for such insurance.  Each such policy shall (i) be in an amount
satisfactory to the Agent; (ii) be issued at ordinary rates; (iii) insure that
the Mortgage insured thereby creates a valid first Lien on such parcel free and
clear of all defects and encumbrances, except such as may be approved by the
Agent; (iv) name the Agent for the benefit of the Lenders as the insured
thereunder; (v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70);
(vi) contain such endorsements and affirmative coverage as the Agent may request
and (vii) be issued by title companies satisfactory to the Agent (including any
such title companies acting as co-insurers or reinsurers, at the option of the
Agent).  The Agent shall have received evidence satisfactory to it that all
premiums in respect of each such policy, and all charges for mortgage recording
tax, if any, have been paid.

          (e)  Deliver to the Agent a copy of all recorded documents referred
to, or listed as exceptions to title in, the title policy or policies referred
to in subsection 5.11(d) and a copy, certified by such parties as the Agent may
deem appropriate, of all other documents affecting the property covered by each
Mortgage executed and delivered to the Agent subsequent to the date hereof
pursuant to subsection 5.11(a).

          (f)  If requested by the Agent, deliver to the Agent in connection
with each Mortgage executed and delivered to the Agent subsequent to the date
hereof pursuant to subsection 5.11(a), (i) a policy of flood insurance which (A)
covers any parcel of improved real property which is encumbered by such
Mortgage, (B) is written in an amount not less than the outstanding principal
amount of the indebtedness secured by such Mortgage which is reasonably
allocable to such real property or the maximum limit of coverage made available
with respect to the particular type of property under the National Flood
Insurance Act of 1968, whichever is less, and (C) has a term ending not earlier
than the maturity of the indebtedness secured by such Mortgage and (ii)
confirmation that the Borrower has received the notice required pursuant to
Section 208(e)(3) of Regulation H of the Board of Governors of the Federal
Reserve System.

          5.12 Key Man Life Insurance.  Obtain, within 30 days form the Closing
               ----------------------                                          
Date, a key man life insurance policy on the life of Kevin Gleason, in the
amount of at least $1,000,000, and enter into documentation reasonably
satisfactory to the Agent to assign the Borrower's rights under such key man
life insurance policy to the Agent for the ratable benefit of the Lenders.

          5.13 Phase I Environmental Reports.  Furnish to the Agent, within 60
               -----------------------------                                  
days from the Closing Date, copies of Phase I environmental reports prepared by
a nationally recognized environmental consulting firm or firms satisfactory to
the Agent on behalf of the Borrower covering such properties of the Borrower as
shall be satisfactory to the Agent.
<PAGE>
 
                                                                              44





                        SECTION 6.  NEGATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Agent hereunder or under any
other Loan Document, the Borrower shall not, and (except with respect to
subsection 6.1) shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:

          6.1  Financial Condition Covenants.
               ----------------------------- 

          (a)  Interest Coverage.  Permit the ratio of Operating Cash Flow to
               -----------------                                             
     Interest Expense for any period of four consecutive fiscal quarters (or, in
     the case of each of the first three full fiscal quarters following the
     Closing Date, for the respective periods of one, two and three consecutive
     fiscal quarters) ending during any "Test Period" set forth below to be less
     than the ratio set forth opposite such Test Period below:

<TABLE> 
<CAPTION> 
               Test Period                      Interest Coverage Ratio  
               -----------                      -----------------------  
          <S>                                   <C>                      
          Closing Date to 6/29/97                       1.50 to 1.00     
          6/30/97 to 6/29/98                            1.60 to 1.00     
          6/30/98 to 6/29/99                            1.70 to 1.00     
          6/30/99 to 12/30/99                           1.80 to 1.00     
          12/31/99 to 12/30/2000                        1.90 to 1.00     
          12/31/2000 to Termination Date                2.00 to 1.00      
</TABLE>

          (b)  Fixed Charge Coverage. Permit the ratio of Operating Cash Flow to
               ---------------------
     Fixed Charges for any period of four consecutive fiscal quarters (or, in
     the case of each of the first three full fiscal quarters following the
     Closing Date, for the respective periods of one, two and three consecutive
     fiscal quarters) ending during any "Test Period" set forth below to be less
     than or equal to the ratio set forth opposite such Test Period below:

<TABLE> 
<CAPTION> 
          Test Period                    Fixed Charge Coverage Ratio
          -----------                    ---------------------------
          <S>                            <C> 
          Closing Date through 12/31/99          1.10 to 1.00
          1/1/2000 and thereafter                1.15 to 1.00
</TABLE>
<PAGE>
 
                                                                              45

         (c) Leverage Ratio.  Permit the Leverage Ratio at any time during any
             --------------                                                   
     "Test Period" set forth below to exceed the ratio set forth opposite such
     Test Period below:
<TABLE>
<CAPTION>
               Test Period                 Leverage Ratio
               -----------                 --------------
         <S>                               <C>             
         Closing Date to 6/29/97             5.75 to 1.00
         6/30/97 to 12/30/97                 5.50 to 1.00  
         12/31/97 to 6/29/98                 5.25 to 1.00
         6/30/98 to 12/30/98                 5.00 to 1.00
         12/31/98 to 12/30/99                4.75 to 1.00
         12/31/99 to 12/30/2000              4.50 to 1.00
         12/31/2000 to Termination Date      4.00 to 1.00
</TABLE>

          (d)  Pro Forma Debt Service Coverage Ratio.  Permit the ratio of (i)
               -------------------------------------                          
     Operating Cash Flow for any period of four consecutive fiscal quarters to
     (ii) Pro Forma Debt Service for the immediately succeeding period of four
     consecutive fiscal quarters to be less than 1.25 to 1.00.

          6.2  Limitation on Indebtedness.  Create, incur, assume or suffer to
               --------------------------                                     
exist any Indebtedness, except:

          (a)  Indebtedness of the Borrower under this Agreement;

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

          (c)  Indebtedness of the Borrower and any of its Restricted
     Subsidiaries incurred to finance the acquisition of fixed or capital assets
     (whether pursuant to a loan, a Financing Lease or otherwise) in an
     aggregate principal amount not exceeding as to the Borrower and its
     Restricted Subsidiaries $1,500,000 at any time outstanding;

          (d)  Indebtedness outstanding on the date hereof and listed on
     Schedule 6.2;

          (e)  Indebtedness of a Person which becomes a Restricted Subsidiary
     after the date hereof, provided that (i) such indebtedness existed at the
                            --------                                          
     time such Person became a Restricted Subsidiary and was not created in
     anticipation thereof and (ii) immediately after giving effect to the
     acquisition of such Person by the Borrower no Default or Event of Default
     shall have occurred and be continuing;

          (f)  Indebtedness of the Borrower under the Senior Notes; and

          (g) until paid using proceeds for the issuance of the Senior Notes as
     provided in subsection 4.1(l) hereof, the Indebtedness to be Refinanced.
<PAGE>
 
                                                                              46

          6.3  Limitation on Liens.  Create, incur, assume or suffer to exist
               -------------------                                           
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

          (a)  Liens for taxes not yet due or which are being contested in good
     faith by appropriate proceedings, provided that adequate reserves with
                                       --------                            
     respect thereto are maintained on the books of the Borrower or its
     Restricted Subsidiaries, as the case may be, in conformity with GAAP (or,
     in the case of Foreign Restricted Subsidiaries, generally accepted
     accounting principles in effect from time to time in their respective
     jurisdictions of incorporation);

          (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens 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 by appropriate proceedings;

          (c)  pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and deposits
     securing liability to insurance carriers under insurance or self-insurance
     arrangements;

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

          (e)  easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which, in the
     aggregate, are not substantial in amount and which do not in any case
     materially detract from the value of the property subject thereto or
     materially interfere with the ordinary conduct of the business of the
     Borrower or such Restricted Subsidiary;

          (f)  Liens in existence on the date hereof listed on Schedule 6.3,
     securing Indebtedness permitted by subsection 6.2(d), provided that no such
                                                           --------             
     Lien is spread to cover any additional property after the Closing Date and
     that the amount of Indebtedness secured thereby is not increased;

          (g)  Liens securing Indebtedness of the Borrower and its Restricted
     Subsidiaries permitted by subsection 6.2(c) incurred to finance the
     acquisition of fixed or capital assets, provided that (i) such Liens shall
                                             --------                          
     be created substantially simultaneously with the acquisition of such fixed
     or capital assets, (ii) such Liens do not at any time encumber any property
     other than the property financed by such Indebtedness, (iii) the amount of
     Indebtedness secured thereby is not increased and (iv) the principal amount
     of
<PAGE>
 
                                                                              47

     Indebtedness secured by any such Lien shall at no time exceed 100% of the
     original purchase price of such property;

          (h)  Liens on the property or assets of a corporation which becomes a
     Restricted Subsidiary after the date hereof securing Indebtedness permitted
     by subsection 6.2(e), provided that (i) such Liens existed at the time such
                           --------                                             
     corporation became a Restricted Subsidiary and were not created in
     anticipation thereof, (ii) any such Lien is not spread to cover any
     property or assets of such corporation after the time such corporation
     becomes a Restricted Subsidiary, and (iii) the amount of Indebtedness
     secured thereby is not increased;

          (i)  Until the Closing Date, the Liens securing the Indebtedness to be
     Refinanced; and

          (j)  Liens created pursuant to the Security Documents.

          6.4  Limitation on Guarantee Obligations.  Create, incur, assume or
               -----------------------------------                           
suffer to exist any Guarantee Obligation except:

          (a)  Guarantee Obligations in existence on the date hereof and listed
     on Schedule 6.4; and

          (b)  guarantees made in the ordinary course of its business by the
     Borrower of obligations of any of its Restricted Subsidiaries, which
     obligations are otherwise permitted under this Agreement.

          6.5  Limitation on Fundamental Changes.  Enter into any merger,
               ---------------------------------                         
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

          (a)  any Restricted Subsidiary of the Borrower may be merged or
     consolidated with or into the Borrower (provided that the Borrower shall be
                                             --------                           
     the continuing or surviving corporation) or with or into any one or more
     wholly owned Restricted Subsidiaries of the Borrower (provided that the
                                                           --------         
     wholly owned Restricted Subsidiary or Restricted Subsidiaries shall be the
     continuing or surviving corporation); and

          (b)  any wholly owned Restricted Subsidiary may sell, lease, transfer
     or otherwise dispose of any or all of its assets (upon voluntary
     liquidation or otherwise) to the Borrower or any other wholly owned
     Restricted Subsidiary of the Borrower.
<PAGE>
 
                                                                              48

          6.6  Limitation on Sale of Assets.  Convey, sell, lease, assign,
               ----------------------------                               
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Restricted Subsidiary,
issue or sell any shares of such Restricted Subsidiary's Capital Stock to any
Person other than the Borrower or any wholly owned Restricted Subsidiary,
except:

          (a)  the sale or other disposition of property in the ordinary course
     of business;

          (b)  the sale or discount without recourse of accounts receivable
     arising in the ordinary course of business in connection with the
     compromise or collection thereof;

          (c)  as permitted by subsection 6.5(b); and

          (d)  the sale or other disposition of any other property, business or
     assets; provided that the aggregate book value of all property, business
             --------                                                        
     and assets so sold or disposed of shall not exceed an amount equal to 10%
     of Operating Cash Flow of the Borrower and its Restricted Subsidiaries for
     the year ending December 31, 1995; provided further that (i) there exists
                                        -------- -------                      
     no Default or Event of Default before or after such sale or other
     disposition, (ii) the Commitments are reduced in connection therewith to
     the extent required by subsection 2.4(c), (iii) such sale or other
     disposition is effected on an arm's length basis and (iv) with respect to
     any such sale having a purchase price in excess of $250,000, either (x) at
     least 85% of the purchase price thereof shall be payable in cash or Cash
     Equivalents or (y) after giving effect to such sale, the Borrower will hold
     in the aggregate no more than $1,000,000 of such sale proceeds other than
     in cash or Cash Equivalents.

          6.7  Limitation on Dividends.  Make or pay any distributions in
               -----------------------                                   
respect of the partnership interests in the Borrower or purchase, redeem or
otherwise acquire any such partnership interest (any of the foregoing, a
"Restricted Payment"), except that, so long as (a) no Default or Event of
-------------------                                                      
Default shall have occurred and be continuing at the time of or immediately
after giving effect thereto, and (b) (except in the case of Tax Distributions
with respect to the 1995 fiscal year) there shall have been delivered to each
Lender a certificate of the Borrower's Chief Financial Officer confirming the
accuracy of the statement referred to in clause (a) immediately preceding, and
certifying that, after giving effect to such Restricted Payment, the Borrower
will be in compliance on a pro forma basis with the covenants contained in
subsection 6.1 from the date of such Restricted Payment and setting forth in
reasonable detail the computations supporting the statements made in such
<PAGE>
 
                                                                              49

certificate, the Borrower may make (i) Tax Distributions and (ii) Permitted
Restricted Payments.

          6.8  Limitation on Investments, Loans and Advances.  Make any advance,
               ---------------------------------------------                    
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any Person, except:

          (a)  extensions of trade credit in the ordinary course of business;

          (b)  investments in Cash Equivalents;

          (c)  loans and advances to employees of the Borrower or its Restricted
     Subsidiaries for travel, entertainment and relocation expenses in the
     ordinary course of business in an aggregate amount for the Borrower and its
     Restricted Subsidiaries not to exceed $200,000 at any one time outstanding;

          (d)  investments by the Borrower in its Restricted Subsidiaries and
     investments by such Restricted Subsidiaries in the Borrower and in other
     Restricted Subsidiaries;

          (e)  investments by the Borrower in, and loans and  advances by the
     Borrower to, its Unrestricted Subsidiary in an aggregate amount not to
     exceed $2,500,000 at any one time outstanding;

          (f)  the acquisition by the Borrower of substantially all the assets
     of Morgan Newsome Monroe, Inc. on the terms and conditions set forth in
     Schedule 6.8; and

          (g)  acquisitions the aggregate purchase price payable for which does
     not exceed $15,000,000 in the aggregate or $5,000,000 in any fiscal year,
     provided that no such acquisition shall be permitted unless (i) no Default
     --------                                                                  
     or Event of Default shall have occurred and be continuing at the time of
     such acquisition or would result therefrom, (ii) in the case of any
     acquisition for which the aggregate purchase price is greater than or equal
     to $3,000,000, after giving effect to such acquisition the Borrower will be
     in compliance on a pro forma basis with the covenants contained in
     subsection 6.1 from the date of such acquisition, (iii) the business and/or
     assets which are the subject of such acquisition are located within markets
     being serviced by the Borrower on the date hereof, (iv) such acquisition
     shall have been negotiated on an arms-length basis and (v) in the case of
     any acquisition for which the aggregate purchase price is greater than or
     equal to $3,000,000, not less than 20 Business Days prior to the date of
     consummation of such acquisition the Borrower shall have delivered to each
     Lender information reasonably satisfactory to each Lender regarding
<PAGE>
 
                                                                              50

     such acquisition (including, without limitation, information with respect
     to revenue, cash flow, purchase price and number of signs acquired
     (categorized by sign type)) and a certificate of the Borrower's Chief
     Financial Officer confirming the statements made in clauses (i) and (ii)
     above and setting forth in reasonable detail the computations supporting
     the statements made in such certificate.

          6.9 Limitation on Optional Payments and Modifications of Debt
              ---------------------------------------------------------
Instruments.  (a)  Make any optional payment or prepayment on or redemption or
-----------                                                                   
purchase of any of the Senior Notes or Indebtedness (other than the Loans) or
(b) amend, modify or change, or consent or agree to any amendment, modification
or change to any of the terms relating to the payment or prepayment of principal
of or interest on, any such Senior Notes, or of Indebtedness (other than any
such amendment, modification or change which would extend the maturity or reduce
the amount of any payment of principal thereof or which would reduce the rate or
extend the date for payment of interest thereon).

          6.10 Limitation on Transactions with Affiliates.  Enter into any
               ------------------------------------------                 
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Borrower's or such Subsidiary's business and (c) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate.

          6.11 Limitation on Changes in Fiscal Year.  Permit the fiscal year of
               ------------------------------------                            
the Borrower to end on a day other than December 31.

          6.12 Limitation on Negative Pledge Clauses.  Enter into with any
               -------------------------------------                      
Person any agreement, other than (a) this Agreement, (b) the Indenture relating
to the Senior Notes and (c) any industrial revenue bonds, purchase money
mortgages or Financing Leases permitted by this Agreement (in which cases, any
prohibition or limitation shall only be effective against the assets financed
thereby), which prohibits or limits the ability of the Borrower or any of its
Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired.

          6.13 Limitation on Lines of Business.  Enter into any business,
               -------------------------------                           
either directly or through any Restricted Subsidiary, except for the owning,
operating or managing of the outdoor advertising business or out-of-house media
business.

          6.14 Limitation on Deferred Management Compensation.  Make or permit
               ----------------------------------------------                 
to be made any payments of Deferred Management
<PAGE>
 
                                                                              51

Compensation, except for payments thereof in an aggregate amount not to exceed
(a) $2,000,000 in fiscal year 1996 or (b) $1,000,000 in any fiscal year
thereafter (provided that, to the extent that the aggregate amount of such
            --------                                                      
payments made in any fiscal year are less than $1,000,000, an amount equal to
such difference shall be added to the permitted amount for the immediately
succeeding fiscal year); provided that no such payment shall be permitted unless
                         --------                                               
(i) no Default or Event of Default shall have occurred and be continuing at the
time of such payment or would result therefrom, (ii) after giving effect to such
payment the Borrower will be in compliance on a pro forma basis with the
covenants contained in subsection 6.1 from the date of such acquisition, (iii)
it is made in any fiscal year subsequent to the date of delivery to the Lenders
pursuant to subsection 5.1(a) of the audited financial statements of the
Borrower for the fiscal year immediately preceding such fiscal year and prior to
the last day of such fiscal year and (iv) there shall have been delivered to
each Lender a certificate of the Borrower's Chief Financial Officer confirming
the statements made in clauses (i) and (ii) above and setting forth in
reasonable detail the computations supporting the statements made in such
certificate.

          6.15 Phantom Stock Agreements.  (a) Amend any of the subordination
               ------------------------                                     
provisions of any Phantom Stock Agreement or amend any other provision of any
such Phantom Stock Agreement in any way which would result in a violation by the
Borrower of the provisions of subsection 6.14 or (b) enter into any new Phantom
Stock Agreement which does not contain substantially identical terms to the
Phantom Stock Agreements in effect on the date hereof (except for the amounts
payable to the respective parties thereto).

          6.16 Limitation on Non-Acquisition Capital Expenditures.  Make any
               --------------------------------------------------           
non-acquisition capital expenditures in excess of $3,000,000 in any fiscal year,
increased in years after 1996 by $250,000 per year, but not to exceed $4,000,000
in any fiscal year.


                         SECTION 7.  EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)  The Borrower shall fail to pay any principal of any Revolving
     Credit Loan when due in accordance with the terms thereof or hereof; or the
     Borrower shall fail to pay any interest on any Loan, or any other amount
     payable hereunder, within two days after any such interest or other amount
     becomes due in accordance with the terms thereof or hereof; or
<PAGE>
 
                                                                              52

          (b)  Any representation or warranty made or deemed made by the
     Borrower or any other Loan Party herein or in any other Loan Document or
     which is contained in any certificate, document or financial or other
     statement furnished by it at any time under or in connection with this
     Agreement or any such other Loan Document shall prove to have been
     incorrect in any material respect on or as of the date made or deemed made;
     or

          (c)  The Borrower or any other Loan Party shall default in the
     observance or performance of any agreement contained in subsections 5.10(d)
     and (e) of this Agreement, Section 6 of this Agreement, subsection 5.6,
     5.8(b) or 5.9(a) of the Global Security Agreement or Section 6, 7 or 11 of
     any Mortgage; or

          (d)  The Borrower or any other Loan Party shall default in the
     observance or performance of any other agreement contained in this
     Agreement or any other Loan Document (other than as provided in paragraphs
     (a) through (c) of this Section), and such default shall continue
     unremedied for a period of 30 days; or

          (e)  The Borrower or any of its Restricted Subsidiaries shall (i)
     default in any payment of principal of or interest of any Indebtedness
     (other than the Loans) or in the payment of any Guarantee Obligation,
     beyond the period of grace (not to exceed 30 days), if any, provided in the
     instrument or agreement under which such Indebtedness or Guarantee
     Obligation was created; or (ii) default in the observance or performance of
     any other agreement or condition relating to any such Indebtedness or
     Guarantee Obligation or contained in any instrument or agreement
     evidencing, securing or relating thereto, or any other event shall occur or
     condition exist, the effect of which default or other event or condition is
     to cause, or to permit the holder or holders of such Indebtedness or
     beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
     agent on behalf of such holder or holders or beneficiary or beneficiaries)
     to cause, with the giving of notice if required, such Indebtedness to
     become due prior to its stated maturity or such Guarantee Obligation to
     become payable; provided, however, that no Default or Event of Default
                     --------  -------                                     
     shall exist under this paragraph unless the aggregate amount of
     Indebtedness and/or Guarantee Obligations in respect of which any default
     or other event or condition referred to in this paragraph shall have
     occurred shall be equal to at least $500,000; or

          (f)  (i) The Borrower, any of its Subsidiaries, or Adams shall
     commence any case, proceeding or other action (A) under any existing or
     future law of any jurisdiction, domestic or foreign, relating to
     bankruptcy, insolvency, reorganization or relief of debtors, seeking to
     have an
<PAGE>
 
                                                                              53

     order for relief entered with respect to it, or seeking to adjudicate it a
     bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
     winding-up, liquidation, dissolution, composition or other relief with
     respect to it or its debts, or (B) seeking appointment of a receiver,
     trustee, custodian, conservator or other similar official for it or for all
     or any substantial part of its assets, or the Borrower, any of its
     Subsidiaries or Adams shall make a general assignment for the benefit of
     its creditors; or (ii) there shall be commenced against the Borrower, any
     of its Subsidiaries or Adams any case, proceeding or other action of a
     nature referred to in clause (i) above which (A) results in the entry of an
     order for relief or any such adjudication or appointment or (B) remains
     undismissed, undischarged or unbonded for a period of 60 days; or (iii)
     there shall be commenced against the Borrower, any of its Subsidiaries or
     Adams any case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or any
     substantial part of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, or stayed or
     bonded pending appeal within 60 days from the entry thereof; or (iv) the
     Borrower, any of its Subsidiaries or Adams shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
     the Borrower, any of its Subsidiaries or Adams shall generally not, or
     shall be unable to, or shall admit in writing its inability to, pay its
     debts as they become due; or

          (g)  (i) Any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan; and in each case in clauses (i) through (vi) above, such event
     or
<PAGE>
 
                                                                              54

     condition, together with all other such events or conditions, if any,
     involve an aggregate amount in excess of $500,000; or

          (h)  One or more judgments or decrees shall be entered against the
     Borrower or any of its Subsidiaries involving in the aggregate a liability
     (not paid or fully covered by insurance) of $500,000 or more, and all such
     judgments or decrees shall not have been vacated, discharged, stayed or
     bonded pending appeal within 60 days from the entry thereof; or

          (i)  (i) Any of the Security Documents shall cease, for any reason, to
     be in full force and effect, or the Borrower or any other Loan Party which
     is a party to any of the Security Documents shall so assert or (ii) the
     Lien created by any of the Security Documents shall cease to be enforceable
     and of the same effect and priority purported to be created thereby; or

          (j)  There shall occur any Change of Control; or

          (k)  If the aggregate number of signs owned by the Borrower or any of
     its Restricted Subsidiaries at the beginning of any period of twelve
     consecutive months that are destroyed or otherwise lost to the Borrower or
     such Restricted Subsidiary during such period (whether as a result of a
     casualty loss, a governmental condemnation, a termination or expiration of
     a lease or otherwise (but excluding as a result of a sale of assets
     permitted hereunder)) and that shall not have been replaced by the end of
     such period (whether with the proceeds of insurance, condemnation awards or
     otherwise) shall exceed (i) in the case of the signs in a single market,
     the greater of (x) 10% of the signs in such market at the beginning of such
     period and (y) 50 signs or (ii) in the case of the signs in all the
     Borrower's markets, a number of signs which, at the beginning of such
     period, were contributing to annual advertising revenues of the Borrower
     and its Restricted Subsidiaries an aggregate amount equal to more than 5%
     of the Borrower's advertising revenues for the Borrower's 1995 fiscal year;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken:  (i) with the consent of the Required Lenders, the Agent may, or upon
the request of the Required Lenders, the Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the
<PAGE>
 
                                                                              55

Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Agent may, or upon the request of the Required Lenders,
the Agent shall, by notice to the Borrower, declare the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement to be
due and payable forthwith, whereupon the same shall immediately become due and
payable.  Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.


                             SECTION 8.  THE AGENT

          8.1  Appointment.  Each Lender hereby irrevocably designates and
               -----------                                                
appoints the Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

          8.2  Delegation of Duties.  The Agent may execute any of its duties
               --------------------                                          
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

          8.3  Exculpatory Provisions.  Neither the Agent nor any of its
               ----------------------                                   
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder
<PAGE>
 
                                                                              56

or thereunder.  The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

          8.4  Reliance by Agent.  The Agent shall be entitled to rely, and
               -----------------                                           
shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Agent.  The Agent may deem and treat the payee of any Revolving
Credit Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent.  The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Revolving Credit Loans.

          8.5  Notice of Default.  The Agent shall not be deemed to have
               -----------------                                        
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders.  The
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that unless and
                                                      --------                
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders.

          8.6  Non-Reliance on Agent and Other Lenders.  Each Lender expressly
               ---------------------------------------                        
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by the Agent hereinafter taken, including
any review of the affairs of the Borrower, shall be deemed to constitute any
representation or warranty by the Agent to any Lender.  Each
<PAGE>
 
                                                                              57

Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Revolving
Credit Loans hereunder and enter into this Agreement.  Each Lender also
represents that it will, independently and without reliance upon the Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrower.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower which may come into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

          8.7  Indemnification.  The Lenders agree to indemnify the Agent in its
               ---------------                                                  
capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Commitment Percentages in effect on the date on which indemnification
is sought, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Revolving Credit Loans) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of, the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in connection with any of the foregoing; provided that no Lender shall be
                                            --------                        
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct.  The
agreements in this subsection shall survive the payment of the Loans and all
other amounts payable hereunder.

          8.8  Agent in Its Individual Capacity.  The Agent and its Affiliates
               --------------------------------                               
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower as though the Agent were not the Agent hereunder and
under the other Loan Documents.  With respect to the Revolving Credit Loans made
<PAGE>
 
                                                                              58

by it, the Agent shall have the same rights and powers under this Agreement and
the other Loan Documents as any Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" and "Lenders" shall include the Agent
in its individual capacity.

          8.9  Successor Agent.  The Agent may resign as Agent upon 10 days'
               ---------------                                              
notice to the Lenders.  If the Agent shall resign as Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent (provided
that it shall have been approved by the Borrower), shall succeed to the rights,
powers and duties of the Agent hereunder.  Effective upon such appointment and
approval, the term "Agent" shall mean such successor agent, and the former
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any of the
parties to this Agreement or any holders of the Revolving Credit Loans.  After
any retiring Agent's resignation as Agent, the provisions of this Section 8
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.


                           SECTION 9.  MISCELLANEOUS

          9.1  Amendments and Waivers.  Neither this Agreement nor any other
               ----------------------                                       
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection.  The
Required Lenders may, or, with the written consent of the Required Lenders, the
Agent may, from time to time, (a) enter into with the Borrower written
amendments, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Borrower
hereunder or thereunder or (b) waive, on such terms and conditions as the
Required Lenders or the Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
                                                                   -------- 
however, that no such waiver and no such amendment, supplement or modification
-------                                                                       
shall (i) reduce the amount or extend the scheduled date of maturity of any
Revolving Credit Loan, or reduce the stated rate of any interest or fee payable
hereunder or extend the scheduled date of any payment thereof or increase the
aggregate amount or extend the expiration date of any Lender's Commitment or of
any scheduled mandatory reduction thereof, in each case without the consent of
each Lender affected thereby, or (ii) amend, modify or waive any provision of
this subsection or reduce the percentage specified in the definition of Required
Lenders, or consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents or
release all or substantially all of the Collateral, in each case without the
<PAGE>
 
                                                                              59

written consent of all the Lenders, or (iii) amend, modify or waive any
provision of Section 8 without the written consent of the then Agent.  Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Borrower, the Lenders, the
Agent and all future holders of the Revolving Credit Loans.  In the case of any
waiver, the Borrower, the Lenders and the Agent shall be restored to their
former positions and rights hereunder and under the other Loan Documents, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

          9.2  Notices.  All notices, requests and demands to or upon the
               -------                                                   
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand or
by overnight courier, when delivered, (b) in the case of delivery by mail, three
days after being deposited in the mails, postage prepaid, or (c) in the case of
delivery by facsimile transmission, when sent and receipt has been confirmed,
addressed as follows in the case of the Borrower and the Agent, and as set forth
in Schedule 1.1 in the case of the other parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto:

    The Borrower:        Adams Outdoor Advertising Limited
                           Partnership
                         1380 W. Paces Ferry Road, N.W.
                         Suite 170, South Wing
                         Atlanta, Georgia  30327
                         Attention: Mr. Abe Levine
                         Fax: (404) 233-1901

    The Agent:           Canadian Imperial Bank of Commerce,
                           New York Agency
                         425 Lexington Avenue
                         New York, New York  10017
                         Attention: Mr. Matthew Jones
                         Fax: (212) 856-3558

provided that any notice, request or demand to or upon the Agent or the Lenders
--------                                                                       
pursuant to subsection 2.2, 2.4, 2.6, 2.8, 2.9  or 2.14 shall not be effective
until received.

          9.3  No Waiver; Cumulative Remedies.  No failure to exercise and no
               ------------------------------                                
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges
<PAGE>
 
                                                                              60

herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

          9.4  Survival of Representations and Warranties.  All representations
               ------------------------------------------                      
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

          9.5  Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or
               -----------------------------                                    
reimburse the Agent for all its out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Agent, (b) to pay or reimburse each Lender and the Agent for all its
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
to each Lender and of counsel to the Agent, (c) to pay, indemnify, and hold each
Lender and the Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Agent harmless from and against
any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents, including, without limitation, any of the foregoing relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower, any of its Subsidiaries or any of
the Properties (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided that the Borrower shall have no obligation
                            --------                                           
hereunder to the Agent or any Lender with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of the Agent or any such
Lender.  The agreements in this subsection shall survive repayment of the
Revolving Credit Loans and all other amounts payable hereunder.

          9.6  Successors and Assigns; Participations and Assignments.  (a)
               ------------------------------------------------------       
This Agreement shall be binding upon and inure
<PAGE>
 
                                                                              61

to the benefit of the Borrower, the Lenders, the Agent and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Lender.

          (b)  Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any
                          ------------                                 
Revolving Credit Loan owing to such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents.  In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Revolving Credit Loan for all purposes under this Agreement and the
other Loan Documents, and the Borrower and the Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents.  No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except for those specified
in clauses (i) and (ii) of the proviso to subsection 9.1.  The Borrower agrees
that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such participating
                             --------                                       
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 9.7(a) as fully as if it
were a Lender hereunder.  The Borrower also agrees that each Participant shall
be entitled to the benefits of subsections 2.14, 2.15 and 2.16 with respect to
its participation in the Commitments and the Revolving Credit Loans outstanding
from time to time as if it was a Lender; provided that, in the case of
                                         --------                     
subsection 2.15, such Participant shall have complied with the requirements of
said subsection and provided, further, that no Participant shall be entitled to
                    --------  -------                                          
receive any greater amount pursuant to any such subsection than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

          (c)  Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable
<PAGE>
 
                                                                              62

law, at any time and from time to time assign to any Lender or any affiliate
thereof or, with the consent of the Borrower and the Agent (which in each case
shall not be unreasonably withheld), to an additional bank or financial
institution (an "Assignee") all or any part of its rights and obligations under
                 --------                                                      
this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit F, executed by such Assignee,
such assigning Lender (and, in the case of an Assignee that is not then a Lender
or an affiliate thereof, by the Borrower and the Agent) and delivered to the
Agent for its acceptance and recording in the Register, provided that, in the
                                                        --------             
case of any such assignment to an additional bank or financial institution, the
sum of the aggregate principal amount of the Revolving Credit Loans and the
aggregate amount of the Available Commitment being assigned is in an amount
equal to at least $5,000,000 (or such lesser amount as may be agreed to by the
Borrower and the Agent).  Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Commitment as set forth therein,
and (y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such assigning Lender shall cease to be a party hereto).  Notwithstanding any
provision of this paragraph (c) and paragraph (e) of this subsection, the
consent of the Borrower shall not be required, and, unless requested by the
Assignee and/or the assigning Lender, new Revolving Credit Notes shall not be
required to be executed and delivered by the Borrower, for any assignment which
occurs at any time when any of the events described in Section 7(f) shall have
occurred and be continuing.

          (d)  The Agent, on behalf of the Borrower, shall maintain at the
address of the Agent referred to in subsection 9.2 a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the recordation
                                                --------                      
of the names and addresses of the Lenders and the Commitment of, and principal
amount of the Revolving Credit Loans owing to, each Lender from time to time.
The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrower, the Agent and the Lenders may (and, in the case of any
Revolving Credit Loan or other obligation hereunder not evidenced by a Revolving
Credit Note, shall) treat each Person whose name is recorded in the Register as
the owner of a Revolving Credit Loan or other obligation hereunder as the owner
thereof for all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary.  Any assignment of any Revolving
Credit Loan or other obligation hereunder not evidenced by a Revolving Credit
Note shall be effective only upon appropriate entries with respect thereto being
made in the Register.  The Register shall
<PAGE>
 
                                                                              63

be available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower and the Agent) together
with payment to the Agent of a registration and processing fee of $3,000 payable
by such assignor and/or such Assignee, the Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrower.

          (f)  The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
                                  ----------                                 
any and all financial information in such Lender's possession concerning the
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered to
such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement.

          (g)  For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Revolving
Credit Loans and Revolving Credit Notes relate only to absolute assignments and
that such provisions do not prohibit assignments creating security interests,
including, without limitation, any pledge or assignment by a Lender of any
Revolving Credit Loan or Revolving Credit Note to any Federal Reserve Bank in
accordance with applicable law.

          9.7  Adjustments; Set-off.  (a)  If any Lender (a "Benefitted Lender")
               --------------------                          -----------------  
shall at any time receive any payment of all or part of its Revolving Credit
Loans, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 7(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Revolving Credit Loans, or
interest thereon, such benefitted Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender's
Revolving Credit Loan, or shall provide such other Lenders with the benefits of
any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that
                                                         --------  -------      
if all or any portion of such excess payment or benefits is thereafter recovered
from such benefitted Lender, such purchase
<PAGE>
 
                                                                              64

shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

          (b)  In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to set-
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower.  Each Lender agrees promptly to notify
the Borrower and the Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect the
        --------                                                          
validity of such set-off and application.

          9.8  Counterparts.  This Agreement may be executed by one or more of
               ------------                                                   
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Agent.

          9.9  Severability.  Any provision of this Agreement which 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.

          9.10 Integration.  This Agreement and the other Loan Documents
               -----------                                              
represent the agreement of the Borrower, the Agent and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.

          9.11 GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
               -------------                                                   
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          9.12 Submission To Jurisdiction; Waivers.  The Borrower hereby
               -----------------------------------                      
irrevocably and unconditionally:
<PAGE>
 
                                                                              65

          (a)  submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party, or for recognition and enforcement of any judgement in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York, the courts of the United States of America 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 the
     Borrower at its address set forth in subsection 9.2 or at such other
     address of which the Agent shall have been notified pursuant thereto;

          (d)  agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right 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 subsection any special, exemplary, punitive or consequential
     damages.

          9.13 Acknowledgements.  The Borrower hereby acknowledges that:
               ----------------                                         

          (a)  it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents;

          (b)  neither the Agent nor any Lender has any fiduciary relationship
     with or duty to the Borrower arising out of or in connection with this
     Agreement or any of the other Loan Documents, and the relationship between
     Agent and Lenders, on one hand, and the Borrower, on the other hand, in
     connection herewith or therewith is solely that of debtor and creditor; and

          (c)  no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Borrower and the Lenders.
<PAGE>
 
                                                                              66

          9.14 WAIVERS OF JURY TRIAL.  THE BORROWER, THE AGENT AND THE LENDERS
               ---------------------                                          
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
<PAGE>
 
                                                                              67



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


                                             ADAMS OUTDOOR ADVERTISING LIMITED
                                             PARTNERSHIP

                                             By: ADAMS OUTDOOR ADVERTISING, INC.

                                                 By:____________________________
                                                 Title:


                                             CANADIAN IMPERIAL BANK OF COMMERCE,
                                             New York Agency, as Agent


                                             By: _______________________________
                                                 Title:


                                             CIBC, INC., as a Lender


                                             By: _______________________________
                                                 Title:
<PAGE>

                                                                       EXHIBIT C
 

                             COMPLIANCE CERTIFICATE
                             ----------------------

To:  The Lenders parties to the Amended and Restated Credit Agreement Described
Below


     This Compliance Certificate is furnished pursuant to subsection 5.2(c) of
that certain Amended and Restated Credit Agreement, dated as of December 2,
1996, among the Borrower, the lenders party thereto and Canadian Imperial Bank
of Commerce, New York Agency, as Agent for the Lenders (as amended, supplemented
or otherwise modified from time to time, the "Agreement").  Unless otherwise
                                              ---------                     
defined herein, the terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1.  I am the duly elected Chief Financial Officer of the Borrower;

     2.  I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower during the accounting period covered by the
attached financial statements;

     3.  Except as set forth below, to the best of my knowledge, the Borrower
during the accounting period covered by the attached financial statements
observed or performed all of its covenants and other agreements, and satisfied
every condition contained in the Agreement, the Revolving Credit Notes and the
other Loan Documents to which it is a party to be observed, performed or
satisfied by it; and the examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes a Default or an Event of Default during or at the end of such
accounting period or as of the date of this Certificate, except as set forth
below; and

     4.  Schedule I attached hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.
<PAGE>
 
     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _____ day of ________________,
19__.


                                                  ______________________________
                                                  Name:
                                                  Title:
<PAGE>
 
                      SCHEDULE I TO COMPLIANCE CERTIFICATE

             Schedule of Compliance as of ___________ __, 19__ with
             subsections 6.1, 6.8, 6.9(e) and 6.15 of the Agreement

                  (All calculations for trailing four quarters
                 except as otherwise required by the Agreement)
<PAGE>
 
                                                                       EXHIBIT E

                [LETTERHEAD OF KAPLAN, STRANGIS & KAPLAN, P.A.]



                                                  December __, 1996


Canadian Imperial Bank of Commerce,
  New York Agency, as Agent
425 Lexington Avenue
New York, New York 10017

And each of the Lenders parties to the
  Credit Agreement referred to below

          We have acted as counsel to Adams Outdoor Advertising Limited
Partnership, a Minnesota limited partnership (the "Borrower") and Adams Outdoor
Advertising, Inc., a Minnesota corporation (the "Managing General Partner" and
together with the Borrower, the "Loan Parties"), in connection with (a) the
Amended and Restated Credit Agreement dated as of December __, 1996 (the "Credit
Agreement") among the Borrower, the lenders parties thereto (the "Lenders") and
Canadian Imperial Bank of Commerce, New York Agency, as agent for the Lenders
(in such capacity, the "Agent"), and (b) the other Loan Documents referred to in
the Credit Agreement.

          The opinions expressed below are furnished to you pursuant to
subsection 4.1(h) of the Credit Agreement.  Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

          In arriving at the opinions expressed below,

          (a)  we have examined and relied on the originals, or copies certified
or otherwise identified to our satisfaction, of each of (1) the Credit
Agreement; (2) the Revolving Credit Note; (3) the Mortgages; and (4) the Global
Security Agreement (the Credit Agreement and such other Loan Documents being
hereinafter referred to collectively as the "Transaction Documents");

          (b)  we have assumed that the financing statements listed on Schedule
1 (collectively, the "Financing Statements") naming the Borrower as Debtor and
the Agent as Secured Party and describing the Collateral (as defined in the
Global Security Agreement) as to which security interests may be perfected by
filing under the Uniform Commercial Code of the States listed on Schedule 1 (the
"Filing Collateral"), have been prepared for filing and will be filed in the
filing offices listed on Schedule 1 (the "Filing Offices"); and
<PAGE>
 
CBIC, as Agent                        -2-                       December 2, 1996

          (c)  we have examined such partnership and corporate documents and
records of the Borrower and the Managing General Partner and such other
instruments and certificates of public officials, officers and representatives
of the Borrower and the Managing General Partner and other Persons as we have
deemed necessary or appropriate for the purposes of this opinion.

          In arriving at the opinions expressed below, we have made such
investigations of law, in each case as we have deemed appropriate as a basis for
such opinions.

          In rendering the opinions expressed below, we have relied upon and
assumed, with your permission, without independent investigation or inquiry, (a)
the authenticity of all documents submitted to us as originals, (b) the
genuineness of all signatures on all documents that we examined (other than
those of (i) the Borrower and officers of the Borrower, and (ii) the Managing
General Partner), (c) the accuracy of certificates and other statements,
documents and records supplied to us by the Loan Parties with respect to the
factual matters set forth therein and (d) the conformity to authentic originals
of documents submitted to us as certified, conformed or photostatic copies.

          Based upon and subject to the foregoing, we are of the opinion that:

          1.  Each of the Borrower and the Managing General Partner (a) is duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization, (b) has the requisite partnership or
     corporate, as the case may be, power and authority and the legal right to
     own and operate its property, to lease the property it operates as lessee
     and to conduct the business in which it is currently engaged, and (c) in
     the case of the Managing General Partner is duly qualified as a foreign
     corporation and in good standing under the laws of each jurisdiction where
     its ownership, lease or operation of property or the conduct of its
     business requires such qualification, except to the extent that the failure
     to be so qualified could not, in the aggregate, have a Material Adverse
     Effect.

          2.  Each of the Borrower and the Managing General Partner has the
     requisite partnership or corporate, as the case may be, power and authority
     and the legal right to make, deliver and perform its obligations under the
     Credit Agreement and each of the other Transaction Documents to which it is
     a party and, in the case of the Borrower, to borrow under the Credit
     Agreement.  Each of the Borrower and the Managing General Partner has taken
     all necessary partnership or corporate, as the case may be, action to
     authorize, in the case of the Borrower, the borrowings on the terms and
     conditions of the Credit Agreement and the
<PAGE>
 
CBIC, as Agent                        -3-                       December 2, 1996

     other Transaction Documents, to grant the security interests contemplated
     by the Security Documents to which it is a party and to authorize the
     execution, delivery and performance of the Credit Agreement and the other
     Transaction Documents to which it is a party.  Except for the filings and
     recordings described on Schedule 1 attached hereto, no consent or
     authorization of, approval by, notice to, filing with or other act by or in
     respect of, any Governmental Authority or any other Person is required to
     be obtained or made by any Loan Party in connection with the borrowings
     under the Credit Agreement or with the execution, delivery, performance,
     validity or enforceability of the Credit Agreement and the other
     Transaction Documents.

          3.  Each of the Credit Agreement and the other Transaction Documents
     to which each of the Loan Parties is a party has been duly executed and
     delivered on behalf of such Loan Party and constitutes a legal, valid and
     binding obligation of such Loan Party, enforceable against such Loan Party,
     in accordance with its respective terms.

          4.  The execution and delivery of the Credit Agreement and the other
     Transaction Documents to which each of the Loan Parties is a party, the
     performance by such Loan Party of its obligations thereunder, the
     consummation of the transactions contemplated thereby, the compliance by
     such Loan Party with any of the provisions thereof, the borrowings under
     the Credit Agreement and the use of proceeds thereof, all as provided
     therein, (a) will not violate or constitute a default under any Requirement
     of Law or, to the best of our knowledge, any Contractual Obligations of any
     Loan Party or of any of its Subsidiaries and (b) will not result in or
     require the creation or imposition of any Lien on any of its or their
     respect properties or revenues, except the security interests created
     pursuant to the Security Documents.

          5.  To the best of our knowledge, except as disclosed in Schedule 3.6
     to the Credit Agreement, no litigation, investigation or proceeding of or
     before any arbitrator or Governmental Authority is pending or threatened by
     or against the Borrower or against any of its properties or revenues (a)
     with respect to the Credit Agreement or any of the other Transaction
     documents, or (b) which would reasonably be expected to have a Material
     Adverse Effect.

          6.  The Borrower is not an "investment company" or a company
     "controlled" by an "investment Company" within the meaning of the
     Investment Company Act of 1940, as amended.

          7.  The Capital Stock Structure of the Borrower and the Managing
     General Partner is as described on Schedule 2 attached hereto.  Schedule 2
     set forth, as of the date hereof, the number of authorized and, to our
     knowledge,
<PAGE>
 
CBIC, as Agent                        -4-                       December 2, 1996

     issued and outstanding shares of each class of the Capital Stock of the
     Borrower and the Managing General Partner and, to our knowledge, the names
     and record owners of such shares and the number or percentage of shares
     owned of record by each of such owners.  To the best of our knowledge,
     there are no outstanding subscriptions, options, warrants, calls, rights
     (including preemptive rights) or any other agreements or commitment of any
     nature with respect to the Capital Stock of the Borrower or the Managing
     General Partner.

          8.  (a) The provisions of the Global Security Agreement create in
     favor of the Agent a legal, valid and enforceable security interest in the
     Collateral (as defined in the Global Security Agreement).

          (b)  The offices set forth on Schedule 1 hereto are the only places
     where filings are necessary to establish and perfect the security interests
     granted in the Filing Collateral pursuant to the Global Security Agreement
     that can be perfected by the filing of financing statements, except as
     follows:

               (i)  in the case of instruments (as such term is defined in
                    Article 9 of the UCC) not constituting part of chattel paper
                    (as such term is defined in Article 9 of the UCC), the
                    security interest of the Agent therein cannot be perfected
                    by the filing of the financing statements but will be
                    perfected if possession thereof is obtain in accordance with
                    the provisions of Article 9 of the UCC;

              (ii)  in the case of non-identifiable cash proceeds, the
                    continuation of the perfection of Agent's security interest
                    therein is limited to the extent set forth in Section 9-306
                    of the UCC;

             (iii)  in the case of all Collateral, Article 9 of the UCC requires
                    the filing of continuation statements within the period of
                    six months prior to the expiration of five years from the
                    date of the original filings in order to maintain the
                    effectiveness of such filings;

              (iv)  in the case of property which becomes Collateral after the
                    date hereof, Section 552 of the Federal Bankruptcy Code
                    limits the extent to which property acquired by a debtor
                    after the commencement of a case under the Federal
                    Bankruptcy Code may be subject to a security agreement
                    entered into by the debtor before the commencement of such
                    case;
<PAGE>
 
CBIC, as Agent                        -5-                       December 2, 1996

               (v)  in the case of motor vehicles for which certificates of
                    title have been issued and for which they exclusive manner
                    of perfecting a security interest is by noting the Agent's
                    security interest on the certificate of title in accordance
                    with the motor vehicle laws, the Agent's security interest
                    therein cannot be perfected by the filing of the financing
                    statements but will be perfected if the Agent's security
                    interest is so noted; and

              (vi)  in the case of receivables that are due from the United
                    States or any State thereof or any department of the United
                    States or any State thereof, the right to collect upon such
                    receivables may be limited by the Assignment of Claims Act,
                    31 U.S.C.A. (S)(S)3727 (1989) and any applicable state law
                    relating to the assignment of claims against such state.

          We call your attention that the perfection of the above security
interests will be terminated (i) as to any Collateral acquired by any Loan Party
more than four months after such Loan Party changes its name, identity or
corporate structure so as to make the Financing Statements seriously misleading,
unless new appropriate financing statements indicating the new name, identity or
corporate structure of such Loan Party are properly filed before the expiration
of such four months and (ii) as to any Collateral consisting of accounts,
general intangibles or mobile goods, four months after such Loan Company changes
its place of business or chief executive office, as the case may be, to a new
jurisdiction outside the State where presently located, unless such security
interests are perfected in such new jurisdictions before that termination.

          In rendering our opinion in this paragraph 8(b), we note that in the
case of the Collateral constituting trademarks, patents and applications or
registration therefor, the filing of a security agreement with the United States
Patent and Trademark Office in addition to the filing of the Financing
Statements may be required to perfect the security interests in such Collateral.

          9.  Each of the Mortgages constitutes a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms.

          The opinions set forth above are subject to the following
qualifications:

          A.  The enforceability against any party of any instrument or
     obligations referred to in this opinion is subject to the effect of
     applicable bankruptcy, insolvency, reorganization, arrangement, moratorium,
     fraudulent
<PAGE>
 
CBIC, as Agent                        -6-                       December 2, 1996

     conveyance or similar law affecting creditors' right generally.

          B.  The enforceability against any party of any instrument or
     obligation referred to in this opinion is subject to general principles of
     equity (regardless of whether such enforceability is considered in a
     proceeding in equity or at law) including, without limitation, an implied
     covenant of good faith, fair dealing and conscionability.

          C.  The enforceability against any party of certain remedies provided
     in the Global Security Agreement and the Mortgages may be limited by
     applicable local law, but the inclusion of such provisions does not make
     the remedies afforded by the Loan Documents inadequate for the practical
     realization of the rights and benefits to be provided thereby.

          D.  We assume the due authorization, execution and delivery by the
     Agent and the Lenders of each instrument to which the Agent or any Lender,
     as the case may be, is a party and the validity, binding effect and
     enforceability of such instrument against such parties in the capacity in
     which executed and delivered by such parties.

          E.  We assume the receipt by the Borrower of the consideration payable
     by the Lenders pursuant to the terms of the Credit Agreement.

          F.  As used herein, the expressions Into our knowledge," "to the best
     of our knowledge," "known by us," or words of similar effect shall be
     interpreted consistent with the following statement of fact: We have made
     no independent inquiry or investigation of any facts or circumstances
     relevant to the opinions herein set forth but instead have relied solely
     upon the representations and warranties set forth in the Credit Agreement
     and the other Loan documents and representations made to us orally and in
     writing by certain officers of the Borrower and the Managing General
     Partner and that the above-described expressions or words of similar effect
     when used herein shall be construed solely with reference to the foregoing
     sources of information.  In specific, we wish to advise you that we have
     not represented the Borrower or the Managing General Partner in respect of
     litigation matters and would have no reason, in our capacity as counsel for
     such parties, to have knowledge of proceedings of the kind described in the
     foregoing opinion.

          We are qualified to practice law only in the State of Minnesota and
the foregoing opinions are limited to the laws of the State of Minnesota and the
laws of the United States, and we express no opinion with respect to the laws of
any other state or jurisdiction.
<PAGE>
 
CBIC, as Agent                        -7-                       December 2, 1996

          This opinion letter is furnished by us solely for your benefit and the
benefit of your successors and your assignees and participants under the Credit
Agreement, and it may not be relied upon, quoted from or delivered to any person
other than your successors and your assignees and participants under the Credit
Agreement, your legal counsel and the legal counsel of your successors and your
assignees and participants under the Credit Agreement.

                                    Very truly yours,
<PAGE>
 
                                                                       EXHIBIT F

 

                           ASSIGNMENT AND ACCEPTANCE


          Reference is made to the Amended and Restated Credit Agreement, dated
as of December 2, 1996 (as amended, supplemented or otherwise modified from time
to time, the "Amended and Restated Credit Agreement"), among Adams Outdoor
              -------------------------------------                       
Advertising Limited Partnership, a Minnesota partnership (the "Borrower"), the
                                                               --------       
Lenders named therein and Canadian Imperial Bank of Commerce, New York Agency,
as agent for the Lenders (in such capacity, the "Agent").  Unless otherwise
                                                 -----                     
defined herein, terms defined in the Amended and Restated Credit Agreement and
used herein shall have the meanings given to them in the Amended and Restated
Credit Agreement.

          __________________________ (the "Assignor") and __________________ 
                                           --------
(the "Assignee") agree as follows:
      --------

          1.   The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a ___% interest (the "Assigned Interest") in
                                                         -----------------     
and to the Assignor's rights and obligations under the Amended and Restated
Credit Agreement with respect to those credit facilities contained in the
Amended and Restated Credit Agreement as are set forth on Schedule 1
(individually, an "Assigned Facility"; collectively, the "Assigned Facilities"),
                   -----------------                      -------------------   
in a principal amount for each Assigned Facility as set forth on Schedule 1.

          2.   The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Amended and Restated Credit Agreement, any
other Loan Documents or any other instrument or document furnished pursuant
thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Amended and Restated Credit Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto,
other than that it has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any such
adverse claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any of
its Subsidiaries, if any, any other Loan Party or any other obligor or the
performance or observance by the Borrower, any of its Subsidiaries, if any, any
other Loan Party or any other obligor of any of their 
<PAGE>
 
                                                                               2

respective obligations under the Amended and Restated Credit Agreement or any
other Loan Document or any other instrument or document furnished pursuant
thereto; and (c) attaches the Note(s) held by it evidencing the Assigned
Facilities and requests that the Agent exchange such Note(s) for a new Note or
Notes payable to the Assignee and (if the Assignor has retained any interest in
any Assigned Facility) a new Note or Notes payable to the Assignor in the
respective amounts which reflect the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the
Effective Date).

          3.   The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Amended and Restated Credit Agreement, together with
copies of the financial statements referred to in subsection 3.1 thereof and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(c) agrees that it will, independently and without reliance upon the Assignor,
the Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Amended and Restated Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
thereto; (d) appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Amended and
Restated Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant thereto as are delegated to the Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Amended and Restated Credit
Agreement and will perform in accordance with its terms all the obligations
which by the terms of the Amended and Restated Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
2.15(b) of the Amended and Restated Credit Agreement.

          4.   The effective date of this Assignment and Acceptance shall be
________ __, 199_ (the "Effective Date").  Following the execution of this
                        --------------                                    
Assignment and Acceptance, it will be delivered to the Agent for acceptance by
it and recording by the Agent pursuant to subsection 9.6 of the Amended and
Restated Credit Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by the Agent, be earlier than five Business Days
after the date of such acceptance and recording by the Agent).

          5.   Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such 
<PAGE>
 
                                                                               3

amounts have accrued prior to the Effective Date or accrue subsequent to the
Effective Date. The Assignor and the Assignee shall make all appropriate
adjustments in payments by the Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

          6.   From and after the Effective Date, (a) the Assignee shall be a
party to the Amended and Restated Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Amended and Restated Credit Agreement.

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

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>
 
                                  Schedule 1
                         to Assignment and Acceptance
            relating to the Amended and Restated Credit Agreement,
                         dated as of December 2, 1996,
                                     among
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                           the Lenders named therein
                                      and
              Canadian Imperial Bank of Commerce, New York Agency
                        (in such capacity, the "Agent")
-------------------------------------------------------------------------------

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

<TABLE>
<CAPTION>
      Credit             Principal        Commitment Percentage
Facility Assigned     Amount Assigned          Assigned/1/
-----------------     ---------------     ---------------------
<S>                   <C>                 <C>   
                      $______________         _____._________%

     [Name of Assignee]                       [Name of Assignor]

</TABLE>

By____________________________          By______________________________________
Name:                                   Name:
Title:                                  Title:
 
 
Accepted:                               Consented To:
 
Canadian Imperial Bank of               Adams Outdoor Advertising
  Commerce, New York Agency,              Limited Partnership
  as Agent
                                        By: Adams Outdoor Advertising, Inc.
                                       
By____________________________
Name:
Title:
 
                                        By______________________________________
                                        Name:
                                        Title:


_________________
/1/  Calculate the Commitment Percentage that is assigned to at least 15 decimal
     places and show as a percentage of the aggregate commitments of all
     Lenders.