exv10w1






Exhibit 10.1




REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT dated March 27, 2009 (this “Agreement”) is entered into by
and among Lamar Media Corp., a Delaware corporation (the “Company”), the guarantors listed in
Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc., as representative for Banc
of America Securities LLC, BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Calyon
Securities (USA) Inc., Greenwich Capital Markets, Inc., RBC Capital Markets Corporation and
Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”).



          The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated March 20, 2009 (the “Purchase Agreement”), which provides for the sale by the Company to the
Initial Purchasers of $350,000,000 aggregate principal amount ($314,926,500 gross proceeds) of the
Company’s 9.750% Senior Notes due 2014 (the “Securities”), which will be guaranteed on an unsecured
senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into
the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.



          In consideration of the foregoing, the parties hereto agree as follows:



          1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



          “Affiliate” shall mean with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such Person; for purposes of this
definition, “control” shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.



          “Agreement” shall have the meaning set forth in the preamble.



          “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



          “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



          “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



          “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



          “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.



          “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



          “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements













 







 to such registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference therein.



          “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



          “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors.



          “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided, however, that for purposes of
Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



          “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



          “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



          “Indenture” shall mean the Indenture relating to the Securities dated as of March 27, 2009 by
and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as
trustee, and as the same may be amended from time to time in accordance with the terms thereof.



          “Initial Purchasers” shall have the meaning set forth in the preamble.



          “Inspector” shall have the meaning set forth in Section 3(m) hereof.



          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
outstanding Registrable Securities; provided, however, that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities owned directly or indirectly by the Company or any of its Affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount.



          “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



          “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



          “Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.



          “Purchase Agreement” shall have the meaning set forth in the preamble.



          “Registrable Securities” shall mean the Securities; provided, however, that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement with respect to such



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Securities has been declared effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are
eligible to be sold pursuant to Rule 144 (or any similar provision then in force, but not Rule
144A) under the Securities Act, (iii) when such Securities cease to be outstanding or (iv) when the
Exchange Offer has been completed (except with respect to Securities held by the Initial Purchasers
that were not eligible to be exchanged pursuant to the Exchange Offer).



          “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including, without limitation,
(i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus and any amendments
or supplements thereto, any underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel
may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of the Company and the Guarantors, including the expenses of any
special audits or “comfort” letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than
fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.



          “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and any document incorporated by reference therein.



          “SEC” shall mean the Securities and Exchange Commission.



          “Securities” shall have the meaning set forth in the preamble.



          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



          “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



          “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all the Registrable Securities (but no other securities unless approved
by the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein, all exhibits
thereto and any document incorporated by reference therein.



          “Target Registration Date” shall have meaning set forth in Section 2(d) hereof.



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          “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



          “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



          “Underwriters” shall have the meaning set forth in Section 3 hereof.



          “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



          2. Registration Under the Securities Act. (a)  To the extent not prohibited by any
applicable law or applicable interpretations of the Staff of the SEC, the Company and the
Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the Registrable Securities
for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser
of 180 days after the closing of the Exchange Offer and the date on which all Participating
Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors
shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration
Statement is declared effective by the SEC and use their reasonable best efforts to complete the
Exchange Offer not later than 60 days after such effective date.



          The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law,




     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Registrable Security not tendered will remain outstanding and continue
to accrue interest but will not retain any rights under this Agreement;




     (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior
to the close of business on the last Exchange Date; and




     (v) that any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing its election to have such Securities exchanged.



          As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an Affiliate of the Company or any Guarantor
and (iv) if such Holder is a



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broker-dealer that will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus in connection with any resale of such Exchange
Securities.



          As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




     (i) accept for exchange Registrable Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal
in principal amount to the principal amount of the Registrable Securities surrendered by
such Holder.



          The Company and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff of
the SEC.



          (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason
completed on or before the date that is 190 days after the Closing Date or (iii) upon completion of
the Exchange Offer any Initial Purchaser shall so request in connection with any offering or sale
of Registrable Securities not eligible to be exchanged for Exchange Securities in the Exchange
Offer and held by it following the consummation of the Exchange Offer, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicable
after such determination, date or request, as the case may be, a Shelf Registration Statement
providing for the sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement declared effective by the SEC.



          In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have declared effective by the SEC both an Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities
held by the Initial Purchasers after completion of the Exchange Offer. Notwithstanding the
foregoing, the Company and the Guarantors may delay filing a Shelf Registration Statement, and any
amendment thereto, and may withhold efforts to cause such Shelf Registration Statement, and any
such amendment thereto, to become effective for a period of up to 60 days, if the Company
determines in good faith that such Shelf Registration Statement, and any such amendment thereto,
might interfere with or affect the negotiation or completion of any transaction that is being
contemplated by the Company (whether or not a final decision has been made to undertake such
transaction) at the time the right to delay is exercised; provided, however, that the Company may
not exercise such right of delay or withholding of efforts more frequently than two times in any
12-month period and the aggregate period of any such delays or withholdings shall not exceed 60
days in any such 12-month period.



          The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period referred to in



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Rule 144(d)(1)(ii) under the Securities Act with respect to the Registrable Securities or such
shorter period that will terminate when all the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf
Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the
Shelf Registration Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder, and to use their reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement and Prospectus to become usable
as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders
of Registrable Securities copies of any such supplement or amendment promptly after its being used
or filed with the SEC.



          (c) The Company and the Guarantors shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Registrable Securities pursuant to the Exchange Offer Registration
Statement or the Shelf Registration Statement.



          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC.



          In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required hereby, is not declared effective on or prior to the date that is 190 days
after the Closing Date (the “Target Registration Date”), the interest rate on the Registrable
Securities will be increased by (i) 0.25% per annum for the first 90 day period immediately
following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf
Registration Statement, if required hereby, is declared effective by the SEC or the Securities
become freely tradable under the Securities Act, up to a maximum of 1.00% per annum of additional
interest. If the Shelf Registration Statement has been declared effective and thereafter either
ceases to be effective or the Prospectus contained therein ceases to be usable at any time during
the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than
30 days (whether or not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by 1.00% per annum commencing on the 31st day
in such 12-month period and ending on such date that the Shelf Registration Statement has again
been declared effective or the Prospectus again becomes usable.



          (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof.



          (f) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any “free-writing
prospectus” (as defined in Rule 405 under the Securities Act), other than any communication
pursuant to Rule 134 under the Securities Act or any document constituting an offer to sell or
solicitation of an offer



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 to buy the Securities or the Exchange Securities that falls within the exception from the
definition of prospectus in Section 2(a)(10)(a) of the Securities Act.



          3. Registration Procedures. In connection with their obligations pursuant to Section
2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:



          (a) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in
the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
selling Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the SEC to be
filed therewith; and use their reasonable best efforts to cause such Registration Statement to
become effective and remain effective for the applicable period in accordance with Section 2
hereof;



          (b) subject to the second sentence of the second paragraph of Section 2(b), prepare and file
with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period in accordance
with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act and
keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the
Securities Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;



          (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, in
order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the
Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the selling Holders of Registrable Securities
and any such Underwriters in connection with the offering and sale of the Registrable Securities
covered by and in the manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;



          (d) use their reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate with the Holders in
connection with any filings required to be made with the Financial Industry Regulatory Authority;
and do any and all other acts and things that may be reasonably necessary or advisable to enable
each Holder to complete the disposition in each such jurisdiction of the Registrable Securities
owned by such Holder; provided, however, that neither the Company nor any Guarantor shall be
required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general
consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any
such jurisdiction if it is not so subject;



          (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel
for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such
Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and becomes effective, (ii)
of any request by the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any state securities authority
of any stop order



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suspending the effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, (iv) if, between the effective date of a Registration Statement and the closing
of any sale of Registrable Securities covered thereby, the representations and warranties of the
Company or any Guarantor contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to an offering of such Registrable Securities cease to be
true and correct in all material respects or if the Company or any Guarantor receives any
notification with respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening
of any event during the period a Shelf Registration Statement is effective that makes any statement
made in such Registration Statement or the related Prospectus untrue in any material respect or
that requires the making of any changes in such Registration Statement or Prospectus in order to
make the statements therein not misleading and (vi) of any determination by the Company or any
Guarantor that a post-effective amendment to a Registration Statement would be appropriate;



          (f) use their reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and provide immediate
notice to each Holder of the withdrawal of any such order;



          (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without any documents incorporated therein by reference or exhibits thereto,
unless requested);



          (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as the selling Holders may reasonably request at least one
Business Day prior to the closing of any sale of Registrable Securities;



          (i) subject to the second sentence of the second paragraph of Section 2(b), in the case of a
Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use
their reasonable best efforts to prepare and file with the SEC a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered to
purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and the Company and the
Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event, and such Holders hereby agree to
suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the
Prospectus to correct such misstatement or omission;



          (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document
that is to be incorporated by reference into a Registration Statement or a Prospectus after initial
filing of a Registration Statement, provide copies of such document to the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable
Securities and their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel)
available for discussion of such document; and the Company and the Guarantors shall not, at any
time after initial filing of a Registration Statement, file any Prospectus, any amendment of or
supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated
by reference into a Registration



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Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in
the case of a Shelf Registration Statement, the Holders of Registrable Securities and their
counsel) shall not have previously been advised and furnished a copy or to which the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall reasonably object;



          (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement;



          (l) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute,
and use their reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner;



          (m) in the case of a Shelf Registration, make available for inspection by a representative of
the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated
by the Holders, at reasonable times and in a reasonable manner, all pertinent financial and other
records, documents and properties of the Company and the Guarantors, and cause the respective
officers, directors and employees of the Company and the Guarantors to supply all information
reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with
a Shelf Registration Statement to the same extent that any financial or other records, documents
and properties and all other information was provided to the Initial Purchasers in connection with
the initial issuance of the Notes; provided, however, that if any such information is identified
by the Company or any Guarantor as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the confidentiality of
such information to the extent such action is otherwise not inconsistent with, an impairment of or
in derogation of the rights and interests of any Inspector, Holder or Underwriter;



          (n) in the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated quotation system on
which similar securities issued or guaranteed by the Company or any Guarantor are then listed if
requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;



          (o) if reasonably requested by any Holder of Registrable Securities covered by a Registration
Statement, promptly incorporate in a Prospectus supplement or post-effective amendment such
information with respect to such Holder as such Holder reasonably requests to be included therein
and make all required filings of such Prospectus supplement or such post-effective amendment as
soon as the Company has received notification of the matters to be incorporated in such filing; and



          (p) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities being sold) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to, an Underwritten
Offering and in such connection, (i) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in underwritten offerings
and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions,



-9-









 







 in form, scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (iii) obtain “comfort” letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are or are required to
be included in the Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten offerings and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant to clause (i) above
and to evidence compliance with any customary conditions contained in an underwriting agreement.



          In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing and the Company may exclude from
such registration the Registrable Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request.



          In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees
that, upon receipt of any notice from the Company and the Guarantors of the happening of any event
of the kind described in Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section
3(i) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the
Company and the Guarantors all copies in its possession, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at
the time of receipt of such notice.



          If the Company and the Guarantors shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall
extend the period during which the Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions. The Company and the
Guarantors may give any such notice only twice during any 365-day period and any such suspensions
shall not exceed 30 days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.



          The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to
do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”)
that will administer the offering will be selected by the Majority Holders of the Registrable
Securities included in such offering.



          4. Participation of Broker-Dealers in Exchange Offer. (a)  The Staff of the SEC has
taken the position that any broker-dealer that receives Exchange Securities for its own account in
the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result
of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be
an



-10-









 





“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such Exchange Securities.



          The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in
connection with resales of Exchange Securities for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.



          (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period of
up to 180 days after the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if requested by the Initial Purchasers or by
one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above. The Company and the Guarantors further agree that Participating
Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with
the resales contemplated by this Section 4.



          (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



          5. Indemnification and Contribution. (a)  The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective Affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of, or are based upon, any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any Prospectus or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser or any Holder furnished to the
Company in writing through J.P. Morgan Securities Inc. or any selling Holder expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the distribution, their
respective Affiliates and each Person who controls such Persons (within the meaning of the
Securities Act and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement;
provided, however, that the foregoing indemnity agreement with respect to the preliminary
prospectus prepared by the Company in connection with such Underwritten Offering (the “Preliminary
Prospectus”) shall not inure to the benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased Registrable Securities, or any person
controlling such Underwriter where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (i) prior to the time when sales of the
Registrable Securities were first made (the “Time of Sale”), the Company and the Guarantors shall
have notified such Underwriter that the Preliminary Prospectus contains an untrue statement of
material fact or omits to state therein a



-11-









 







material fact required to be stated therein in order to make the statements therein not
misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended
or supplemented Preliminary Prospectus or, where permitted by law, a written communication (as
defined in the Securities Act) that constitutes an offer to sell or a solicitation of an offer to
buy the Securities (an “Issuer Written Communication”) (other than the Preliminary Prospectus, any
other time of sale information, and the Prospectus) and such corrected Preliminary Prospectus or
Issuer Written Communication was provided to such Underwriter far enough in advance of the Time of
Sale so that such corrected Preliminary Prospectus or Issuer Written Communication could have been
provided to such person prior to the Time of Sale, (iii) the Underwriter did not send or give such
corrected Preliminary Prospectus or Issuer Written Communication to such person at or prior to the
Time of Sale of the Registrable Securities to such person, and (iv) such loss, claim, damage or
liability would not have occurred had the Underwriter delivered the corrected Preliminary
Prospectus or Issuer Written Communication to such person.



          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, their respective Affiliates,
the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who
signed the Registration Statement and each Person, if any, who controls the Company, the
Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth
in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that
arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any Registration Statement
and any Prospectus.



          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided, however, that the failure to notify the Indemnifying Person shall
not relieve it from any liability that it may have under this Section 5 except to the extent that
it was otherwise unaware of such suit, action, proceeding, claim or demand and that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;
and provided further, however, that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have to an Indemnified Person otherwise than under this Section
5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall
have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any
others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person
shall have reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person, or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
Affiliates, directors and officers



-12-









 







and any control Persons of such Initial Purchaser shall be designated in writing by J.P.
Morgan Securities Inc., (y) for any Holder, its Affiliates, directors and officers and any control
Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other
cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii)
the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified Person is or could have been a party and indemnification could
have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any Indemnified Person.



          (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other,
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.



          (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.



-13-









 





          (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



          (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder, their respective
Affiliates or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the
Company or the Guarantors, their respective Affiliates or the officers or directors of or any
Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.



          6. General.



          (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



          (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.



          (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement, (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c), and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of
all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.



          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided, however, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable



-14-









 







Securities in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers
(in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or
the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.



          (e) Purchases and Sales of Securities. The Company and the Guarantors shall not, and shall
use their reasonable best efforts to cause their Affiliates not to, purchase and then resell or
otherwise transfer any Registrable Securities.



          (f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



          (h) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



          (i) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (without giving effect to any conflict of laws principles that would
require application of the laws of another jurisdiction).



          (j) Miscellaneous. This Agreement contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all oral statements and prior writings with respect
thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, void or unenforceable provisions.



[Signature page follows]





-15-











 





          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	LAMAR MEDIA CORP.

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

Chief Financial Officer 	 
	 


AMERICAN SIGNS, INC.

COLORADO LOGOS, INC.

FLORIDA LOGOS, INC.

KANSAS LOGOS, INC.

LAMAR ADVERTISING OF COLORADO SPRINGS, INC.

LAMAR ADVERTISING OF KENTUCKY, INC.

LAMAR ADVERTISING OF MICHIGAN, INC.

LAMAR ADVERTISING OF OKLAHOMA, INC.

LAMAR ADVERTISING OF SOUTH DAKOTA, INC.

LAMAR ADVERTISING OF YOUNGSTOWN, INC.

LAMAR ADVERTISING SOUTHWEST, INC.

LAMAR BENCHES, INC.

LAMAR DOA TENNESSEE HOLDINGS, INC.

LAMAR DOA TENNESSEE, INC.

LAMAR ELECTRICAL, INC.

LAMAR FLORIDA, INC.

LAMAR I-40 WEST, INC.

LAMAR OBIE CORPORATION

LAMAR OCI NORTH CORPORATION

LAMAR OCI SOUTH CORPORATION

LAMAR OHIO OUTDOOR HOLDING CORP.

LAMAR OKLAHOMA HOLDING COMPANY, INC.

LAMAR PENSACOLA TRANSIT, INC.

MICHIGAN LOGOS, INC.

MINNESOTA LOGOS, INC.

NEBRASKA LOGOS, INC.

NEVADA LOGOS, INC.

NEW MEXICO LOGOS, INC.

O. B. WALLS, INC.

OHIO LOGOS, INC.

OUTDOOR MARKETING SYSTEMS, INC.

PREMERE OUTDOOR, INC.

SALE POINT POSTERS, INC.

SEABOARD OUTDOOR ADVERTISING CO., INC.

SOUTH CAROLINA LOGOS, INC.

TENNESSEE LOGOS, INC.

TLC PROPERTIES II, INC.

TLC PROPERTIES, INC.

UTAH LOGOS, INC.

VISTA MEDIA GROUP, INC.




[Registration Rights Agreement Signature Page]















 





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

Chief Financial Officer 	 
	 


DELAWARE LOGOS, L.L.C.

GEORGIA LOGOS, L.L.C.

KENTUCKY LOGOS, LLC

LOUISIANA INTERSTATE LOGOS, L.L.C.

MAINE LOGOS, L.L.C.

MISSISSIPPI LOGOS, L.L.C.

MISSOURI LOGOS, LLC

NEW JERSEY LOGOS, L.L.C.

OKLAHOMA LOGOS, L.L.C.

PENNSYLVANIA LOGOS, LLC

VIRGINIA LOGOS, LLC

WASHINGTON LOGOS, L.L.C.



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



By: Lamar Media Corp., its Managing Member




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

Chief Financial Officer 	 
	 


INTERSTATE LOGOS, L.L.C.

THE LAMAR COMPANY, L.L.C.



By: Lamar Media Corp., its Managing Member




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

Chief Financial Officer 	 
	 



[Registration Rights Agreement Signature Page]















 




LAMAR ADVERTISING OF LOUISIANA, L.L.C.

LAMAR ADVERTISING OF PENN, LLC

LAMAR TENNESSEE, L.L.C.

LC BILLBOARD L.L.C.



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



By: Lamar Media Corp., its Managing Member




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

Chief Financial Officer 	 
	 


LAMAR TEXAS LIMITED PARTNERSHIP



By: The Lamar Company, L.L.C., its General Partner



By: Lamar Media Corp., its Managing Member




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

Chief Financial Officer 	 
	 


TLC FARMS, L.L.C.

TLC Properties, L.L.C.



By: TLC Properties, Inc., its Managing Member




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

Chief Financial Officer 	 
	 


OUTDOOR PROMOTIONS WEST, LLC

TRIUMPH OUTDOOR RHODE ISLAND, LLC



By:  Triumph Outdoor Holdings, LLC,



its Managing Member



By:  Lamar Central Outdoor, LLC,



its Managing Member



By:  Lamar Media Corp.,



its Managing Member




[Registration Rights Agreement Signature Page]





 









 





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

Chief Financial Officer 	 
	 


LAMAR ADVANTAGE GP COMPANY, LLC

LAMAR ADVANTAGE LP COMPANY, LLC

TRIUMPH OUTDOOR HOLDINGS, LLC



By:  Lamar Central Outdoor, LLC,



its Managing Member



By:  Lamar Media Corp.,



its Managing Member




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

Chief Financial Officer 	 
	 


LAMAR CENTRAL OUTDOOR, LLC



By: Lamar Media Corp., its Managing Member




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

Chief Financial Officer 	 
	 


LAMAR AIR, L.L.C



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



By: Lamar Media Corp., its Managing Member




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

Chief Financial Officer 	 
	 


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



By:  Lamar Advertising of Youngstown, Inc.,



its
Managing Member




[Registration Rights Agreement Signature Page]





 









 





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

Chief Financial Officer 	 
	 


OUTDOOR MARKETING SYSTEMS, L.L.C.



By: Outdoor Marketing Systems, Inc., its



Managing Member




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

Chief Financial Officer 	 
	 


OBIE BILLBOARD LLC



By: Lamar Obie Corporation,



its Managing Member




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

Chief Financial Officer 	 
	 


TEXAS LOGOS, L.P.



By: Oklahoma Logos, L.L.C.,



its General Partner



By: Interstate Logos, L.L.C.,



its Managing Member



By: Lamar Media Corp.,



its Managing Member




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

Chief Financial Officer 	 
	 


LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.



By: Lamar Advantage GP Company, LLC,



its General Partner



By: Lamar Central Outdoor, LLC,



its Managing Member



By: Lamar Media Corp.,



its Managing Member




[Registration Rights Agreement Signature Page]





 









 





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

Chief Financial Officer 	 
	 


LAMAR ADVANTAGE HOLDING COMPANY




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

Chief Financial Officer 	 
	 



[Registration Rights Agreement Signature Page]















 








Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.




For itself and on behalf of the

several Initial Purchasers




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Earl E. Dowling
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



[Registration Rights Agreement Signature Page]














 








SCHEDULE 1




GUARANTORS




	 	 	 
	Subsidiary/Guarantor	 	Jurisdiction of Organization
	American Signs, Inc.

	 	Washington
	Canadian TODS Limited

	 	Nova Scotia, Canada*
	Colorado Logos, Inc.

	 	Colorado
	Delaware Logos, L.L.C.

	 	Delaware
	Florida Logos, Inc.

	 	Florida
	Georgia Logos, L.L.C.

	 	Georgia
	Interstate Logos, L.L.C.

	 	Louisiana
	Kansas Logos, Inc.

	 	Kansas
	Kentucky Logos, LLC

	 	Kentucky
	Lamar Advantage GP Company, LLC

	 	Delaware
	Lamar Advantage Holding Company

	 	Delaware
	Lamar Advantage LP Company, LLC

	 	Delaware
	Lamar Advantage Outdoor Company, L.P.

	 	Delaware
	Lamar Advertising of Colorado Springs, Inc.

	 	Colorado
	Lamar Advertising of Kentucky, Inc.

	 	Kentucky
	Lamar Advertising of Louisiana, L.L.C.

	 	Louisiana
	Lamar Advertising of Michigan, Inc.

	 	Michigan
	Lamar Advertising of Oklahoma, Inc.

	 	Oklahoma
	Lamar Advertising of Penn, LLC

	 	Delaware
	Lamar Advertising of Puerto Rico, Inc.

	 	Puerto Rico*
	Lamar Advertising of South Dakota, Inc.

	 	South Dakota
	Lamar Advertising of Youngstown, Inc.

	 	Delaware
	Lamar Advertising Southwest, Inc.

	 	Nevada
	Lamar Air, L.L.C.

	 	Louisiana
	Lamar Benches, Inc.

	 	Oklahoma
	Lamar Canadian Outdoor Company

	 	Ontario, Canada*
	Lamar Central Outdoor, LLC

	 	Delaware
	Lamar DOA Tennessee Holdings, Inc.

	 	Delaware
	Lamar DOA Tennessee, Inc.

	 	Delaware
	Lamar Electrical, Inc.

	 	Louisiana
	Lamar Florida, Inc.

	 	Florida
	Lamar I-40 West, Inc.

	 	Oklahoma
	Lamar Obie Corporation

	 	Delaware
	Lamar OCI North Corporation

	 	Delaware
	Lamar OCI South Corporation

	 	Mississippi
	Lamar Ohio Outdoor Holding Corp.

	 	Ohio
	Lamar Oklahoma Holding Company, Inc.

	 	Oklahoma
	Lamar Pensacola Transit, Inc.

	 	Florida
	Lamar T.T.R., L.L.C.

	 	Arizona
	Lamar Tennessee, L.L.C.

	 	Tennessee
	Lamar Texas Limited Partnership

	 	Texas
	Lamar Transit Advertising Canada Ltd.

	 	British Columbia*
	LC Billboard L.L.C.

	 	Delaware
	Louisiana Interstate Logos, L.L.C.

	 	Louisiana
	Maine Logos, L.L.C.

	 	Maine
	Michigan Logos, Inc.

	 	Michigan
	Minnesota Logos, Inc.

	 	Minnesota
	Mississippi Logos, L.L.C.

	 	Mississippi
















 






	 	 	 
	Subsidiary/Guarantor	 	Jurisdiction of Organization
	Missouri Logos, a Partnership

	 	Missouri*
	Missouri Logos, LLC

	 	Missouri
	Nebraska Logos, Inc.

	 	Nebraska
	Nevada Logos, Inc.

	 	Nevada
	New Jersey Logos, L.L.C.

	 	New Jersey
	New Mexico Logos, Inc.

	 	New Mexico
	O. B. Walls, Inc.

	 	Oregon
	Obie Billboard, LLC

	 	Oregon
	Ohio Logos, Inc.

	 	Ohio
	Oklahoma Logos, L.L.C.

	 	Oklahoma
	Outdoor Marketing Systems, Inc.

	 	Pennsylvania
	Outdoor Marketing Systems, LLC

	 	Pennsylvania
	Outdoor Promotions West, LLC

	 	Delaware
	Pennsylvania Logos, LLC

	 	Pennsylvania
	Premere Outdoor, Inc.

	 	Illinois
	QMC Transit, Inc.

	 	Puerto Rico*
	Sale Point Posters, Inc.

	 	New York
	Seaboard Outdoor Advertising Co., Inc.

	 	New York
	South Carolina Logos, Inc.

	 	South Carolina
	Tennessee Logos, Inc.

	 	Tennessee
	Texas Logos, L.P.

	 	Texas
	The Lamar Company, L.L.C.

	 	Louisiana
	TLC Farms, L.L.C.

	 	Louisiana
	TLC Properties II, Inc.

	 	Texas
	TLC Properties, Inc.

	 	Louisiana
	TLC Properties, L.L.C.

	 	Louisiana
	Triumph Outdoor Holdings, LLC

	 	Delaware
	Triumph Outdoor Rhode Island, LLC

	 	Delaware
	Utah Logos, Inc.

	 	Utah
	Virginia Logos, LLC

	 	Virginia
	Vista Media Group, Inc.

	 	Delaware
	Washington Logos, L.L.C.

	 	Washington








 




			
	*	 	Not a guarantor.






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