Joinder Agreement, dated as of April 21, 2011, to the Credit Agreement



 Exhibit 10(p)(5) 

JOINDER AGREEMENT 
 JOINDER AGREEMENT dated as of April 21, 2011 by the undersigned, Wisconsin Logos, LLC, a Wisconsin limited liability company (the “Additional Subsidiary Guarantor”), in favor of
JPMorgan Chase Bank, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). 

Lamar Media Corp., a Delaware corporation (the “Company”), the Subsidiary Borrower that may be or may become a party
thereto (the “Subsidiary Borrower” and together with the Company, the “Borrowers”) and certain of its subsidiaries (collectively, the “Existing Subsidiary Guarantors” and, together with the
Borrowers, the “Securing Parties”) are parties to a Credit Agreement dated April 28, 2010 “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 Company in an aggregate principal or face amount not exceeding $1,425,000,000 (which, in the circumstances contemplated
by Section 2.01(c) thereof, may be increased to $1,625,000,000 and made available to the Company and the Subsidiary Borrower). In addition, the Borrowers may from time to time be obligated to one or more of the Lenders under the Credit
Agreement in respect of Swap Agreements under and as defined in the Credit Agreement (collectively, the “Swap Agreements”). 
 In connection with the Credit Agreement, the Borrowers, the Existing Subsidiary Guarantors and the Administrative Agent are parties to the Pledge Agreement dated April 28, 2010 (the “Pledge
Agreement”) pursuant to which the Securing Parties have, inter alia, granted a security interest in the Collateral (as defined in the Pledge Agreement) as collateral security for the Secured Obligations (as so defined). Terms defined
in the Pledge Agreement are used herein as defined therein. 
 To induce the Secured Parties to enter into the Credit Agreement,
and to extend credit thereunder and to extend credit to the 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: 

  
 1 








 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) that it now owns or hereafter acquires 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(c) of the Credit Agreement to the Secured Parties. 

  
 2 








 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. 
  

							
	WISCONSIN LOGOS, LLC, a Wisconsin limited liability company
		
	By:	 	Interstate Logos, L.L.C., its sole Managing Member
			
		 	By:	 	Lamar Media Corp., its sole Managing Member
				
		 		 	By:	 	/s/    Keith A. Istre
		 		 		 	 Keith A. Istre, Executive Vice-President/ Chief Financial Officer



 Attest: 
  

			
	By:	 	/s/    James R. McIlwain
		 	James R. McIlwain, Secretary

  

			
	 Accepted and agreed:
  

JPMORGAN CHASE BANK, N.A.
 as Administrative
Agent

		
	By:	 	/s/    Goh Siew Tan
		 	 Goh Siew Tan
 Executive
Director



  
 3 








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

 

					
	Interstate Logos, L.L.C., Issuee
		
	By:	 	Lamar Media Corp., its sole Managing Member
			
		 	By:	 	/s/ Keith A. Istre
		 		 	 Keith A. Istre, Executive Vice-President/
 Chief Financial Officer



  
 4 








 Supplement to Annex 1 
 Appendix A to Joinder Agreement 
  

									
	 Pledgor

Ownership
	 	 Issuer
	 	 No. of Units
	 	 Cert. No.
	 	 %

	 Interstate Logos, L.L.C.
	 	Wisconsin Logos, LLC	 	1,000	 	1	 	100


  
 5