exv10w1



 






Exhibit 10.1




JOINDER AGREEMENT




      JOINDER AGREEMENT dated as of January 19, 2005, by the undersigned, Lamar Obie Corporation,
(the “Additional Subsidiary Guarantor”), in favor of JP Morgan Chase Bank, as
administrative agent for the Lenders party to the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the “Administrative Agent”).



      Lamar Media Corp. (formerly Lamar Advertising Company), a Delaware corporation (the
“Borrower”), and certain of its subsidiaries (collectively, the “Existing Subsidiary
Guarantors” and, together with the Borrower, the “Securing Parties”) are parties to a
Credit Agreement dated March 7, 2003 (as modified and supplemented and in effect from time to time,
the “Credit Agreement”, providing, subject to the terms and conditions thereof, for
extensions of credit (by means of loans and letters of credit) to be made by the lenders therein
(collectively, together with any entity that becomes a “Lender” party to the Credit Agreement after
the date hereof as provided therein, the “Lenders” and, together with Administrative Agent
and any successors or assigns of any of the foregoing, the “Secured Parties”) to the
Borrower in an aggregate principal or face amount not exceeding $1,200,000,000 (which, in the
circumstances contemplated by Section 2.01(d) thereof, may be increased to $1,700,000,000). In
addition, the Borrower may from time to time be obligated to one or more of the Lenders under the
Credit Agreement in respect of one or more Swap Agreements under and as defined in the Credit
Agreement (collectively, the “Swap Agreements”).



      In connection with the Credit Agreement, the Borrower, the Existing Subsidiary Guarantors and
the Administrative Agent are parties to the Pledge Agreement dated March 7, 2003 (the “Pledge
Agreement”) pursuant to which the Securing Parties have, inter alia, granted a
security interest in the Collateral (as defined in the Pledge Agreement) as collateral security for
the Secured Obligations (as so defined). Terms defined in the Pledge Agreement are used herein as
defined therein.



      To induce the Secured Parties to enter into the Credit Agreement, and to extend credit
thereunder and to extend credit to the Borrower under Swap Agreements, and for other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Additional
Subsidiary Guarantor has agreed to become a party to the Credit Agreement and the Pledge Agreement
as a “Subsidiary Guarantor” thereunder, and to pledge and grant a security interest
in the Collateral (as defined in the Pledge Agreement).



      Accordingly, the parties hereto agree as follows:



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



      Section 2. Joinder to Agreements. Effective upon the execution and delivery hereof,
the Additional Subsidiary Guarantor hereby agrees that it shall become a “Subsidiary Guarantor”
under and for all purposes of the Credit Agreement and the Pledge Agreement with all the rights and
obligations of a Subsidiary Guarantor thereunder. Without limiting the generality of the
foregoing, the Additional Subsidiary Guarantor hereby:




   (i) jointly and severally with the other Subsidiary Guarantors party to the Credit
Agreement guarantees to each Secured Party and their respective successors and assigns the
prompt payment in full when due (whether at stated maturity, by acceleration or otherwise)
of all Guaranteed Obligations in the same manner and to the same extent as is provided in
Article III of the Credit Agreement;




   (ii) pledges and grants the security interests in all right, title and interest of the
Additional Subsidiary Guarantor in all Collateral (as defined in the Pledge Agreement) now
owned or hereafter acquired by the Additional Subsidiary Guarantor and whether now existing
or hereafter coming into existence provided for by Article III of the Pledge Agreement as
collateral security for the Secured Obligations and agrees that Annex 1 thereof shall be
supplemented as provided in Appendix A hereto;



 








 








   (iii) makes the representations and warranties set forth in Article IV of the Credit
Agreement and in Article II of the Pledge Agreement, to the extent relating to the
Additional Subsidiary Guarantor or to the Pledged Equity evidenced by the certificates, if
any, identified in Appendix A hereto; and




   (iv) submits to the jurisdiction of the courts, and waives jury trial, as provided in
Sections 10.09 and 10.10 of the Credit Agreement.



The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the
opinions referred to in Section 6.10(a)(iii) of the Credit Agreement to the Secured Parties.



 








 





      IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Joinder Agreement to
be duly executed and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	 
	 	 	 	Lamar Obie Corporation,
	 
	 	 	 	a Delaware corporation
	 

	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Sean E. Reilly
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Sean E. Reilly, President
	 
	 	 	 	 	 	 
	Attested:

	 
	 	 	 	 	 	 
	By:

	 	James R. McIlwain	 	 	 	 
	

	 	 	 	 	 	 
	

	 	James R. McIlwain, Secretary	 	 	 	 
	 
	 	 	 	 	 	 
	Accepted and agreed:

	 
	 	 	 	 	 	 
	JP MORGAN CHASE BANK,

	as Administrative Agent

	 
	 	 	 	 	 	 
	By:

	 	/s/ Joan M. Fitzgibbon	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Title: Managing Director	 	 	 	 







 








 






The undersigned hereby respectively pledges and grants a security interest in the Pledged Equity
and evidenced by the certificate listed in Appendix A hereto and agrees that Annex 1 of the
above-referenced Pledge Agreement is hereby supplemented by adding thereto the information listed
on Appendix A.




Lamar Media Corp., Issuee



By: /s/ Kevin P. Reilly, Jr.              

          Kevin P. Reilly, Jr.

Title: Chairman of the Board and

          Chief Executive Officer



 








 





Supplement to Annex 1




Appendix A to Joinder Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor Ownership	 	Issuer	 	No. Shares	 	Cert. No.	 	%
	 

	Lamar Media Corp.

	 	Lamar Obie Corporation
	 	 	1,000	 	 	 	2	 	 	 	100	 
	 






 








 








SCHEDULE OF ADDITIONAL ISSUEES




	 	 	 	 	 
	Issuee	 	Date of Agreement	 	 
	Lamar Obie Corporation

	 	January 19, 2005
	 	 






SCHEDULE OF ADDITIONAL SUBSIDIARY GUARANTORS




	 	 	 	 	 
	Guarantor*	 	Date of Agreement	 	 
	O.B. Walls, Inc.

	 	January 19, 2005	 	 
	 
	 	 	 	 
	Select Media, Inc.

	 	January 19, 2005
	 	 
	 
	 	 	 	 
	Obie Media Limited

	 	January 19, 2005	 	 
	 
	 	 	 	 
	Obie Billboard, LLC

	 	January 19, 2005	 	 







	*  	The Supplement to Annex 1/Appendix A to the Joinder Agreement of each guarantor are
set forth below in their entirety.





 








 







Supplement to Annex 1




Appendix A to Joinder Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor Ownership	 	Issuer	 	No. Shares	 	Cert. No.	 	%
	 

	Lamar Obie

Corporation

	 	O.B. Walls, Inc.
	 	 	100	 	 	 	9	 	 	 	100	 
	 






 








 







Supplement to Annex 1




Appendix A to Joinder Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor Ownership	 	Issuer	 	No. Shares	 	Cert. No.	 	%
	 

	Lamar Obie

Corporation

	 	Select Media, Inc.
	 	 	100	 	 	 	2	 	 	 	100	 
	 






 








 







Supplement to Annex 1




Appendix A to Joinder Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor Ownership	 	Issuer	 	No. Shares	 	Cert. No.	 	%
	 

	Lamar Obie

Corporation

	 	Obie Media Limited (n/k/a Lamar
Transit Advertising Canada Ltd.)
	 	65 shares of Common
stock, no par value
	 	 	5	 	 	 	65	 
	 






 








 







Supplement to Annex 1




Appendix A to Joinder Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor Ownership	 	Issuer	 	No. Shares	 	Cert. No.	 	%
	 

	Lamar Obie

Corporation

	 	Obie Billboard, LLC
	 	1000 membership

units
	 	 	2	 	 	 	100