<PAGE>

                                                                   Exhibit 10.38

================================================================================

                                LAMAR MEDIA CORP.

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

                                CREDIT AGREEMENT

                            Dated as of March 7, 2003

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

                           J.P. MORGAN SECURITIES INC.
                        as Lead Arranger and Book Manager

                               JPMORGAN CHASE BANK
                             as Administrative Agent

                     WACHOVIA BANK, NATIONAL ASSOCIATION and
                                 SUN TRUST BANK,
                            as Co-Syndication Agents

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
                                                      ARTICLE I

                                                     Definitions

SECTION 1.01.  Defined Terms.........................................................................     1
SECTION 1.02.  Classification of Loans and Borrowings................................................    26
SECTION 1.03.  Terms Generally.......................................................................    26
SECTION 1.04.  Accounting Terms; GAAP................................................................    26
SECTION 1.05.  Subsidiaries; Designation of Unrestricted Subsidiaries................................    27

                                                     ARTICLE II

                                                     The Credits

SECTION 2.01.  Commitments...........................................................................    28
SECTION 2.02.  Loans and Borrowings..................................................................    29
SECTION 2.03.  Requests for Borrowings...............................................................    30
SECTION 2.04.  Letters of Credit.....................................................................    31
SECTION 2.05.  Funding of Borrowings.................................................................    35
SECTION 2.06.  Interest Elections....................................................................    36
SECTION 2.07.  Termination and Reduction of Commitments..............................................    37
SECTION 2.08.  Repayment of Loans; Evidence of Debt..................................................    38
SECTION 2.09.  Prepayment of Loans...................................................................    42
SECTION 2.10.  Fees..................................................................................    45
SECTION 2.11.  Interest..............................................................................    47
SECTION 2.12.  Alternate Rate of Interest............................................................    48
SECTION 2.13.  Increased Costs.......................................................................    48
SECTION 2.14.  Break Funding Payments................................................................    49
SECTION 2.15.  Taxes.................................................................................    50
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing Of Set-Offs...........................    52
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders........................................    54

                                                     ARTICLE III

                                         Guarantee by Subsidiary Guarantors

SECTION 3.01.  The Guarantee.........................................................................    55
SECTION 3.02.  Obligations Unconditional.............................................................    55
SECTION 3.03.  Reinstatement.........................................................................    56
</TABLE>

                                      (i)

<PAGE>

<TABLE>
<S>                                                                                                    <C>
SECTION 3.04.  Subrogation...........................................................................    57
SECTION 3.05.  Remedies..............................................................................    57
SECTION 3.06.  Instrument for the Payment of Money...................................................    57
SECTION 3.07.  Continuing Guarantee..................................................................    57
SECTION 3.08.  Rights of Contribution................................................................    57
SECTION 3.09.  General Limitation on Guarantee Obligations...........................................    58

                                                     ARTICLE IV

                                           Representations and Warranties

SECTION 4.01.  Organization; Powers..................................................................    59
SECTION 4.02.  Authorization; Enforceability.........................................................    59
SECTION 4.03.  Governmental Approvals; No Conflicts..................................................    59
SECTION 4.04.  Financial Condition; No Material Adverse Change.......................................    59
SECTION 4.05.  Properties............................................................................    60
SECTION 4.06.  Litigation and Environmental Matters..................................................    60
SECTION 4.07.  Compliance with Laws and Agreements...................................................    61
SECTION 4.08.  Investment and Holding Company Status.................................................    61
SECTION 4.09.  Taxes.................................................................................    61
SECTION 4.10.  ERISA.................................................................................    61
SECTION 4.11.  Disclosure............................................................................    62
SECTION 4.12.  Capitalization........................................................................    62
SECTION 4.13.  Material Agreements and Liens.........................................................    62
SECTION 4.14.  Subsidiaries, Etc.....................................................................    63
SECTION 4.15.  Holdings Indenture....................................................................    63

                                                      ARTICLE V

                                                     Conditions

SECTION 5.01.  Effective Date........................................................................    64
SECTION 5.02.  Incremental Loan Borrowings...........................................................    66
SECTION 5.03.  Each Extension of Credit..............................................................    67

                                                     ARTICLE VI

                                                Affirmative Covenants

SECTION 6.01.  Financial Statements and Other Information............................................    68
SECTION 6.02.  Notices of Material Events............................................................    71
SECTION 6.03.  Existence; Conduct of Business........................................................    71
SECTION 6.04.  Payment of Obligations................................................................    71
SECTION 6.05.  Maintenance of Properties; Insurance..................................................    71
</TABLE>

                                      (ii)

<PAGE>

<TABLE>
<S>                                                                                                    <C>
SECTION 6.06.  Books and Records; Inspection Rights..................................................    72
SECTION 6.07.  Fiscal Year...........................................................................    72
SECTION 6.08.  Compliance with Laws..................................................................    72
SECTION 6.09.  Use of Proceeds.......................................................................    72
SECTION 6.10.  Certain Obligations Respecting Restricted Subsidiaries and Collateral Security........    72

                                                     ARTICLE VII

                                                 Negative Covenants

SECTION 7.01.  Indebtedness..........................................................................    74
SECTION 7.02.  Liens.................................................................................    76
SECTION 7.03.  Contingent Liabilities; Surety Bonds..................................................    77
SECTION 7.04.  Fundamental Changes...................................................................    78
SECTION 7.05.  Investments, Loans, Advances, Guarantees and Acquisitions; Swap Agreements............    80
SECTION 7.06.  Dividend Payments.....................................................................    82
SECTION 7.07.  Transactions with Affiliates..........................................................    83
SECTION 7.08.  Restrictive Agreements................................................................    84
SECTION 7.09.  Certain Financial Covenants...........................................................    85
SECTION 7.10.  Lines of Business.....................................................................    85
SECTION 7.11.  Repayments of Certain Indebtedness....................................................    85
SECTION 7.12.  Modifications of Certain Documents....................................................    86

                                                    ARTICLE VIII

                                   Events of Default.................................................    86

                                                     ARTICLE IX

                                   The Administrative Agent..........................................    90

                                                      ARTICLE X

                                                    Miscellaneous

SECTION 10.01.  Notices..............................................................................    92
SECTION 10.02.  Waivers; Amendments..................................................................    93
SECTION 10.03.  Expenses; Indemnity; Damage Waiver...................................................    95
SECTION 10.04.  Successors and Assigns...............................................................    97
SECTION 10.05.  Survival.............................................................................   100
</TABLE>

                                      (iii)

<PAGE>

<TABLE>
<S>                                                                                                    <C>
SECTION 10.06.  Counterparts; Integration; Effectiveness.............................................   100
SECTION 10.07.  Severability.........................................................................   101
SECTION 10.08.  Right of Setoff......................................................................   101
SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process...........................   101
SECTION 10.10.  WAIVER OF JURY TRIAL.................................................................   102
SECTION 10.11.  Headings.............................................................................   102
SECTION 10.12.  Release of Collateral and Guarantees.................................................   102
SECTION 10.13.  Successor Facility...................................................................   103
SECTION 10.14.  Existing Credit Agreement............................................................   103
SECTION 10.15.  DELIVERY OF LENDER ADDENDA...........................................................   103
</TABLE>

SCHEDULES:

Schedule 4.06 -- Disclosed Matters
Schedule 4.11 -- Supplemental Disclosure
Schedule 4.13 -- Material Agreements and Liens
Schedule 4.14 -- Subsidiaries
Schedule 7.01 -- Existing Indebtedness
Schedule 7.02 -- Existing Liens
Schedule 7.03 -- Existing Guarantees
Schedule 7.07 -- Certain Existing Affiliate Transactions
Schedule 7.08 -- Existing Restrictions

EXHIBITS:

Exhibit A     -- Form of Assignment and Assumption
Exhibit B     -- Form of Opinion of Counsel to the Credit Parties
Exhibit C     -- Form of Opinion of Special Counsel
Exhibit D-1   -- Form of Pledge Agreement
Exhibit D-2   -- Form of Holdings Guaranty and Pledge Agreement
Exhibit E     -- Form of Joinder Agreement
Exhibit F     -- Form of Lender Addendum

                                      (iv)

<PAGE>

                  CREDIT AGREEMENT dated as of March 7, 2003 between LAMAR MEDIA
CORP., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and
JPMORGAN CHASE BANK, as Administrative Agent.

                  The Borrower, the Subsidiary Guarantors, the lenders named
therein (including certain of the Lenders hereunder) and JPMorgan Chase Bank (as
successor to The Chase Manhattan Bank), as Administrative Agent, are party to a
Credit Agreement dated as of August 13, 1999 (as heretofore modified and
supplemented, the "Existing Credit Agreement"). The Borrower has requested the
Lenders to extend credit, by means of loans and letters of credit, in an
aggregate amount up to but not exceeding $1,200,000,000 to (i) refinance certain
indebtedness (including indebtedness outstanding under the Existing Credit
Agreement) and (ii) provide funds for future acquisitions and the general
corporate purposes of the Borrower and its Restricted Subsidiaries (as defined
herein). The Lenders are willing to extend such credit upon the terms and
conditions of this Agreement and, accordingly, the parties hereto agree as
follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

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

                  "Adjusted Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day, and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Adjusted Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of

<PAGE>

                                      - 2 -

1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

                  "Administrative Agent" means JPMCB in its capacity as
administrative agent for the Lenders hereunder.

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

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

                  "Applicable Percentage" means (a) with respect to any
Revolving Credit Lender for purposes of Section 2.04, the percentage of the
total Revolving Credit Commitments represented by such Lender's Revolving Credit
Commitment and (b) with respect to any Lender in respect of any indemnity claim
under Section 10.03(c) relating to the Administrative Agent under this
Agreement, the percentage of the total Commitments or Loans of all Classes
hereunder represented by the aggregate amount of such Lender's Commitment or
Loans of all Classes hereunder.

                  "Applicable Rate" means (a) for any Type of Revolving Credit
Loans, Tranche A Term Loans or Tranche B Term Loans, or for commitment fees, the
respective rates indicated below for Loans of such Type, or for commitment fees,
based upon the Total Debt Ratio as at the last day of the fiscal quarter most
recently ended as to which the Borrower has delivered financial statements
pursuant to Section 6.01 and (b) for any Type of Incremental Loans of any
Series, such rates of interest as shall be agreed upon at the time Incremental
Loan Commitments of such Series are established:

<PAGE>

                                      - 3 -

                            APPLICABLE RATE (% P.A.)

<TABLE>
<CAPTION>
       RANGE           REVOLVING CREDIT     REVOLVING CREDIT
         OF              OR TRANCHE A         OR TRANCHE A       TRANCHE B BASE         TRANCHE B
  TOTAL DEBT RATIO      BASE RATE LOANS     EURODOLLAR LOANS       RATE LOANS        EURODOLLAR LOANS     COMMITMENT FEE
--------------------   ----------------     ----------------     --------------      ----------------     --------------
<S>                    <C>                  <C>                  <C>                 <C>                  <C>
Greater than or
  equal to 5.50 to 1        1.000%               2.250%              1.500%               2.500%              0.500%

Less than 5.50 to 1
  and greater than
  or equal to 4.50
  to 1                      0.750%               2.000%              1.500%               2.500%              0.500%

Less than 4.50 to 1
  and greater than
  or equal to 4.00
  to 1                      0.500%               1.750%              1.250%               2.250%              0.375%

Less than 4.00 to 1
  and greater than
  or equal to 3.50
  to 1                      0.250%               1.500%              1.250%               2.250%              0.375%

Less than 3.50 to 1
  and greater than
  or equal to 3.00
  to 1                      0.000%               1.250%              1.250%               2.250%              0.375%

Less than 3.00 to 1         0.000%               1.000%              1.250%               2.250%              0.375%
</TABLE>

                  Each change in the "Applicable Rate" based upon any change in
the Total Debt Ratio shall become effective for purposes of the accrual of
interest (including in respect of all then-outstanding Loans), and commitment
fees, hereunder on the date three Business Days after the delivery to the
Administrative Agent of the financial statements of the Borrower for the most

<PAGE>

                                      - 4 -

recently ended fiscal quarter pursuant to Section 6.01 (provided, that any
change in the Applicable Rate occurring on the date six months after the
Effective Date shall become effective on such date and shall be based upon the
financial statements of the Borrower for the most recently ended fiscal quarter
pursuant to Section 6.01), and shall remain effective for such purpose until
three Business Days after the next delivery of such financial statements to the
Administrative Agent hereunder.

                  Notwithstanding the foregoing, (i) the Applicable Rate for
Revolving Credit Loans, Tranche A Term Loans, and commitment fees, until the
date six months after the Effective Date, shall be the rates set forth above for
a Total Debt Ratio of less than 5.50 to 1 and greater than or equal to 4.50 to
1, (ii) the Applicable Rate for Tranche B Term Loans until the date three
Business Days after the first financial statement of the Borrower is delivered
pursuant to Section 6.01, shall be the rate set forth above for a Total Debt
Ratio of less than 4.50 to 1 and greater than or equal to 4.00 to 1 and (iii) in
the event the Borrower consummates any Acquisition or Disposition for aggregate
consideration of $25,000,000 or more, the Borrower shall forthwith deliver to
the Administrative Agent a certificate of a Financial Officer, in form and
detail satisfactory to the Administrative Agent, setting forth a redetermination
of the Total Debt Ratio reflecting such Acquisition or Disposition, and on the
date three Business Days after the delivery of such certificate, the Applicable
Rate shall be adjusted to give effect to such redetermination of the Total Debt
Ratio.

                  Anything in this Agreement to the contrary notwithstanding,
the Applicable Rate shall be the highest rates provided for above if the
certificate of a Financial Officer shall not be delivered by the times provided
in Section 6.01 or within three Business Days after the occurrence of any
Acquisition or Disposition described above (but only, in the case of this
paragraph, with respect to periods prior to the delivery of such certificate).

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

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

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

<PAGE>

                                      - 5 -

                  "Basic Documents" means the Loan Documents, the Senior
Subordinated Notes Indentures, the New Senior Subordinated Notes Indentures, the
New Senior Notes Indentures (or any applicable governing agreement for any
Refunding Indebtedness) and the Senior Secured Notes (and any related
agreement).

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

                  "Borrower" means Lamar Media Corp., a Delaware corporation.

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

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

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

                  "Capital Expenditures" means, for any period, the sum for the
Borrower or any of its Restricted Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP) of the aggregate amount of
expenditures (including the aggregate amount of Capital Lease Obligations
incurred during such period) made to acquire or construct fixed assets, plant
and equipment (including renewals, improvements and replacements, but excluding
repairs) during such period computed in accordance with GAAP; provided that such
term shall not include any such expenditures in connection with any Acquisition
or any replacement or repair of Property affected by a Casualty Event.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

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

<PAGE>

                                      - 6 -

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

                  "Class", when used in reference to any Loan, Borrowing or
Commitment, refers to whether such Loan, the Loans comprising such Borrowing or
the Loans that a Lender holding such Commitment is obligated to make, are
Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans, or
Incremental Loans.

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

                  "Commitments" means the Revolving Credit Commitments, Tranche
A Commitments, Tranche B Commitments and Incremental Loan Commitments, as
applicable.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Confidential Information Memorandum" means the Confidential
Information Memorandum dated January, 2003 with respect to the syndication of
the credit facilities provided herein.

                  "Credit Parties" means, collectively, Holdings, the Borrower
and the Subsidiary Guarantors.

                  "Debt Service" means, for any period, the sum, for the
Borrower and its Restricted Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), of the following: (a) all
regularly scheduled payments or regularly scheduled mandatory prepayments of
principal of any Indebtedness (including the Tranche A Term Loans, the Tranche B
Term Loans and the Incremental Loans and the principal component of any payments
in respect of Capital Lease Obligations, but excluding any prepayments pursuant
to Section 2.09) made during such period plus (b) all Interest Expense for such
period.

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

<PAGE>

                                      - 7 -

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

                  "Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by the
Borrower or any of its Restricted Subsidiaries to any other Person excluding any
sale, assignment, transfer or other disposition of (i) any property sold or
disposed of in the ordinary course of business and on ordinary business terms,
(ii) any obsolete or worn-out tools and equipment no longer used or useful in
the business of the Borrower and its Restricted Subsidiaries and (iii) any
Collateral under and as defined in the Pledge Agreement pursuant to an exercise
of remedies by the Administrative Agent under Section 5.05 thereof.

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

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

                  "EBITDA" means, for any period, operating income for the
Borrower and its Restricted Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP) for such period (calculated before
taxes, Interest Expense, depreciation, amortization and any other non-cash
income or charges accrued for such period and (except to the extent received or
paid in cash by the Borrower or any of its Restricted Subsidiaries) income or
loss attributable to equity in Affiliates for such period), excluding any
extraordinary and unusual gains or losses during such period, and excluding the
proceeds of any Casualty Events and Dispositions. For purposes hereof, any
Dividend Payment made by the Borrower or any of its Restricted Subsidiaries to
Holdings during any period to enable Holdings to pay Qualified Holdings
Obligations shall be treated as operating expenses of the Borrower for the
purposes of calculating EBITDA for such period.

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

<PAGE>

                                      - 8 -

                  "Effective Date" means the date on which the conditions
specified in Section 5.01 are satisfied (or waived in accordance with Section
10.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Materials or to health and safety matters.

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

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

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

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

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

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived), (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of

<PAGE>

                                      - 9 -

ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan, (d) the incurrence by the Borrower or
any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan, (e) the receipt by the Borrower or any
ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan, (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan, or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

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

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

                  "Excess Cash Flow" means, for any period, the excess of (a)
EBITDA for such period over (b) the sum of (i) Debt Service for such period plus
(ii) the aggregate amount of all Capital Expenditures and cash payments made by
the Borrower and its Restricted Subsidiaries in respect of any Acquisitions made
by the Borrower and its Restricted Subsidiaries during such period plus (iii)
the aggregate amount paid, or required to be paid, in cash in respect of income,
franchise, real estate and other like taxes for such period (to the extent not
deducted in determining EBITDA for such period) plus (iv) the aggregate amount
of prepayments of Term Loans and Incremental Loans made during such period
pursuant to Section 2.09(a) (other than that portion, if any, of such
prepayments applied to installments of the Term Loans and Incremental Loans
falling due in such period) and the aggregate amount of voluntary reductions of
Revolving Credit Commitments made during such period pursuant to Section 2.07(b)
plus (v) the aggregate consideration paid during such period in respect of the
redemption or repurchase of Indebtedness in reliance upon Section 7.11(iii).

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

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Lender or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a)
income, net worth or franchise taxes imposed on (or measured by) its net income
or net worth by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located or in which it is taxable solely on account of some connection other
than the execution, delivery or performance

<PAGE>

                                      - 10 -

of this Agreement or the receipt of income hereunder, (b) any branch profits
taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.17(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement or is attributable to such Foreign Lender's failure or inability to
comply with Section 2.15(e), except to the extent that such Foreign Lender's
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.15(a).

                  "Existing Credit Agreement" has the meaning assigned to such
term in the preamble to this Agreement.

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

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower, as the
case may be.

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

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

<PAGE>

                                      - 11 -

                  "Foreign Subsidiary" means any Subsidiary of the Borrower
organized in a jurisdiction other than the United States of America, any State
thereof, or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "Guarantee" means a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used as a verb shall
have a correlative meaning.

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

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

                  "Holdings Guaranty and Pledge Agreement" means a Guaranty and
Pledge Agreement substantially in the form of Exhibit D-2 between Holdings and
the Administrative Agent.

                  "Holdings Indenture" means the Indenture pursuant to which the
Senior Notes have been issued.

<PAGE>

                                      - 12 -

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

                  "Incremental Loan" has the meaning assigned to such term in
Section 2.01(d).

                  "Incremental Loan Commitment" means, with respect to each
Lender, the amount of the offer of such Lender to make Incremental Loans of any
Series that is accepted by the Borrower in accordance with the provisions of
Section 2.01(d), as such amount may be (a) reduced from time to time pursuant to
Sections 2.07 and 2.09 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The aggregate
amount of the Incremental Loan Commitments of all Series shall not exceed
$500,000,000.

                  "Incremental Loan Lenders" means, in respect of any Series of
Incremental Loans, (a) initially, the Lenders (or other financial institutions
referred to in Section 2.01(d)) whose offers to make Incremental Loans of such
Series shall have been accepted by the Borrower in accordance with the
provisions of Section 2.01(d) and (b) thereafter, the Lenders from time to time
holding Incremental Loans of such Series and/or Incremental Loan Commitments of
such Series after giving effect to any assignments thereof permitted by Section
10.04.

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

<PAGE>

                                      - 13 -

                  Notwithstanding the foregoing, the following items shall not
be deemed "Indebtedness" for purposes hereof: (i) obligations under Swap
Agreements; (ii) obligations in respect of Surety Bonds (other than letters of
credit supporting obligations in respect of Surety Bonds, as to which clause
(iii) below shall apply, and other than Surety Bonds supporting obligations that
would otherwise constitute Indebtedness under this definition) to the extent
that the aggregate amount of all such obligations does not exceed $40,000,000;
(iii) obligations in respect of the undrawn face amount of letters of credit
(other than letters of credit supporting obligations that would otherwise
constitute Indebtedness under this definition) to the extent that the aggregate
amount of all such obligations does not exceed $10,000,000; and (iv) any
principal, accrued interest or premium of any Indebtedness intended to be
refunded with the proceeds of an incurrence of Refunding Indebtedness permitted
under Section 7.01 to the extent that (x) notice of redemption or prepayment of
the Indebtedness to be refunded shall have been given to the holders thereof and
(y) proceeds of such Refunding Indebtedness shall have been deposited into
escrow with irrevocable instructions to the escrow agent to apply such proceeds
to the redemption of, or repurchase of, such Indebtedness to be refunded.

                  "Indemnified Taxes" means all Taxes other than (a) Excluded
Taxes and Other Taxes and (b) amounts constituting penalties or interest imposed
with respect to Excluded Taxes or Other Taxes.

                  "Interest Coverage Ratio" means, as at any date, the ratio of
(a) EBITDA for the period of four consecutive fiscal quarters ending on or most
recently ended prior to such date to (b) Interest Expense for such period.

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

                  "Interest Expense" means, for any period, the sum, for the
Borrower and its Restricted Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), of the following: (a) all interest
in respect of Indebtedness accrued or capitalized during such period (whether or
not actually paid during such period) plus (b) the net amounts payable (or minus
the net amounts receivable) under Swap Agreements accrued during such period
(whether or not actually paid or received during such period) including, without
limitation, fees, but excluding reimbursement of legal fees and other similar
transaction costs and excluding payments required by reason of the early
termination of Swap Agreements in effect on the date hereof plus (c) all fees,
including letter of credit fees and expenses, incurred hereunder after the
Effective Date plus (d) for any period, the aggregate amount of Dividend
Payments made by the Borrower to Holdings to enable Holdings to make interest
payments on Indebtedness of Holdings.

                  Notwithstanding the foregoing, (x) if during any period for
which Interest Expense is being determined the Borrower shall have consummated
any Acquisition or Disposition then, for all purposes of this Agreement (other
than for purposes of the definition of

<PAGE>

                                      - 14 -

Excess Cash Flow), Interest Expense shall be determined on a pro forma basis as
if such Acquisition or Disposition (and any Indebtedness incurred by the
Borrower or any of its Restricted Subsidiaries in connection with such
Acquisition or repaid as a result of such Disposition) had been made or
consummated (and such Indebtedness incurred or repaid) on the first day of such
period and (y) in determining the amount of Interest Expense for any period
during which the Borrower or any Restricted Subsidiary shall have escrowed the
proceeds from any Indebtedness incurred to refund other Indebtedness subject to
irrevocable instructions for such proceeds to be applied to such refunding,
Interest Expense relating to the Indebtedness to be refunded shall be reduced by
any interest earned on such escrowed proceeds and from any securities in which
such proceeds shall be invested.

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

                  "Interest Period" means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months (or, with the consent of each Lender of the relevant Class, nine or
twelve months) thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing. Notwithstanding the foregoing,

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

                  (x) no Interest Period for any Term Loan Borrowing may
         commence before and end after any Principal Payment Date unless, after
         giving effect thereto, the aggregate principal amount of Term Loans
         having Interest Periods that end after such Principal Payment Date
         shall be equal to or less than the aggregate principal amount of Term
         Loans scheduled to be outstanding after giving effect to the payments
         of principal required to be made on such Principal Payment Date,

<PAGE>

                                      - 15 -

                  (y) no Interest Period for any Incremental Loan Borrowing of
         any Series may commence before and end after any Principal Payment Date
         unless, after giving effect thereto, the aggregate principal amount of
         the Incremental Loans of such Series having Interest Periods that end
         after such Principal Payment Date shall be equal to or less than the
         aggregate principal amount of the Incremental Loans of such Series
         scheduled to be outstanding after giving effect to the payments of
         principal required to be made on such Principal Payment Date, and

                  (z) notwithstanding the foregoing clauses (w), (x) and (y), no
         Interest Period shall have a duration of less than one month and, if
         the Interest Period for any Eurodollar Loan would otherwise be a
         shorter period, such Loan shall not be available hereunder as a
         Eurodollar Loan for such period.

                  "Investment" means, for any Person: (a) the acquisition
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of, or capital contribution to, any other Person or any
agreement to make any such acquisition or capital contribution (including,
without limitation, any "short sale" or any sale of any securities at a time
when such securities are not owned by the Person entering into such short sale);
(b) the making of any deposit with, or advance, loan or other extension of
credit to, any other Person (including the purchase of Property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such Property to such Person, but excluding any such advance, loan or
extension of credit having a term not exceeding 180 days representing the
purchase price of inventory or supplies sold by such Person in the ordinary
course of business; or (c) the entering into of any Guarantee of, or other
contingent obligation with respect to, Indebtedness or other liability of any
other Person and (without duplication) any amount committed to be advanced, lent
or extended to such Person.

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

                  "Issuing Lender" means JPMorgan Chase Bank, in its capacity as
the issuer of Letters of Credit hereunder. The Issuing Lender may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Lender, in which case the term "Issuing Lender" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

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

                  "JPMCB" means JPMorgan Chase Bank, a New York banking
corporation.

<PAGE>

                                      - 16 -

                  "LC Disbursement" means a payment made by the Issuing Lender
pursuant to a Letter of Credit.

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

                  "Lender Addendum" means, with respect to any Lender party
hereto on the Effective Date, a Lender Addendum, substantially in the form of
Exhibit F, to be executed and delivered by such Lender on or before the
Effective Date as provided in Section 10.15.

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

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

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to U.S. dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for U.S. dollar deposits with
a maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
U.S. dollar deposits of $5,000,000, and for a maturity comparable to such
Interest Period, are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

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

<PAGE>

                                      - 17 -

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

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement, including any Incremental Loans of any Series.

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

                  "Material Indebtedness" means Indebtedness (other than the
Loans or Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of Holdings, the Borrower or any of its
Restricted Subsidiaries in an aggregate principal amount exceeding $30,000,000.
For purposes of determining Material Indebtedness, the "principal amount" of the
obligations of any Person in respect of any Swap Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements) that such
Person would be required to pay if such Swap Agreement were terminated at such
time.

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

                  "MIL" means Missouri Logos, LLC, a Wholly Owned Subsidiary of
Interstate Logos, L.L.C., a Wholly Owned Subsidiary of the Borrower.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "Net Available Proceeds" means:

                  (i) in the case of any Disposition, the amount of Net Cash
         Payments received in connection with such Disposition; and

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

<PAGE>

                                      - 18 -

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

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

                  (b) Net Cash Payments shall be net of any repayments by the
         Borrower or any of its Restricted Subsidiaries of Indebtedness to the
         extent that (i) such Indebtedness is secured by a Lien on the Property
         that is the subject of such Disposition and (ii) the transferee of (or
         holder of a Lien on) such Property requires that such Indebtedness be
         repaid as a condition to the purchase of such Property.

                  "New Senior Notes" means the notes issued after the date
hereof in accordance with the requirements of Section 7.01(c).

                  "New Senior Notes Indentures" means the Indentures pursuant to
which New Senior Notes are issued.

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

                  "New Senior Subordinated Notes Indentures" means the
Indentures pursuant to which New Senior Subordinated Notes are issued.

                  "Obligors" means, collectively, the Borrower and the
Subsidiary Guarantors.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment or prepayment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement and the other Loan Documents, provided that there shall be excluded
from "Other Taxes" all Excluded Taxes.

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

<PAGE>

                                      - 19 -

                  "Permitted Investments" means:

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

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

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof which has a combined capital and surplus
         and undivided profits of not less than $250,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution satisfying the criteria
         described in clause (c) above.

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

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

                  "Pledge Agreement" means a Pledge Agreement substantially in
the form of Exhibit D-1 between the Obligors and the Administrative Agent.

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

                  "Principal Payment Dates" means the Quarterly Dates falling on
or nearest to March 31, June 30, September 31 and December 31 of each year,
commencing with March 31,

<PAGE>

                                      - 20 -

2005 through and including June 30, 2010 (or, in each case, if such day is not a
Business Day, the next preceding Business Day).

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

                  "Qualified Holdings Obligations" means, collectively,
obligations of the following categories incurred from time to time by Holdings
on behalf of the Borrower and its Subsidiaries: (i) directors' fees, and fees,
costs and expenses in respect of professional and related services which may be
rendered to the Borrower and its Subsidiaries from time to time, including the
fees and expenses of accountants, lawyers, investment bankers and other
consultants retained in connection with matters affecting the Borrower and its
Subsidiaries collectively, (ii) premiums, fees and expenses in connection with
insurance policies and employee benefit programs (including workmen's
compensation) maintained on behalf of the Borrower or any of its Subsidiaries,
(iii) fees, costs and expenses incurred in connection with acquisitions and
financings, including banking and underwriting fees (including underwriters
discounts) and (iv) fees, costs and expenses in connection with the purchase by
the Borrower and its Subsidiaries of data communications services.

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

                  "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date of this Agreement.

                  "Refunding Indebtedness" means (a) any Indebtedness incurred
under Section 7.01(b) or 7.01(c) that is applied to the extension, renewal,
refunding or replacement of other Indebtedness permitted under this Agreement
and (b) Indebtedness of the Borrower and its Restricted Subsidiaries permitted
under Section 7.01(e).

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

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

                  "Required Lenders" means, at any time, Lenders having Loans,
LC Exposure and unused Commitments representing at least a majority of the sum
of the total Loans, LC Exposure and unused Commitments at such time. References
herein to the "Required Revolving Credit

<PAGE>

                                      - 21 -

Lenders", "Required Tranche A Lenders", "Required Tranche B Lenders" and
"Required Incremental Loan Lenders" of any Series, shall refer to the Lenders of
such Class holding at least a majority of the sum of the total Loans, LC
Exposure (if applicable) and unused Commitments of such Class at such time.

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

                  "Restricted Subsidiary" means any Subsidiary of the Borrower
other than an Unrestricted Subsidiary.

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

                  "Revolving Credit Commitment" means, with respect to each
Lender, the commitment of such Lender to make Revolving Credit Loans and to
acquire participations in Letters of Credit hereunder, as such commitment may be
(a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The initial amount of each Lender's Revolving Credit
Commitment is set forth opposite the name of such Lender on its Lender Addendum
under the caption "Revolving Credit Commitment", or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Revolving Credit
Commitment, as applicable. The aggregate original amount of the Revolving Credit
Commitments is $225,000,000.

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

                  "Revolving Credit Lender" means (a) initially, a Lender that
has a "Revolving Credit Commitment" set forth opposite the name of such Lender
on its Lender Addendum and (b) thereafter, the Lenders from time to time holding
Revolving Credit Loans and Revolving Credit Commitments, after giving effect to
any assignments thereof permitted by Section 10.04.

                  "Revolving Credit Loan" means a Loan made pursuant to Section
2.01(a) that utilizes the Revolving Credit Commitment.

                  "Revolving Credit Termination Date" means the Quarterly Date
falling on or nearest to June 30, 2009.

                  "Sarbanes-Oxley Act" has the meaning assigned to such term in
Section 6.01(a).

<PAGE>

                                      - 22 -

                  "Security Documents" means the Pledge Agreement, the Holdings
Guaranty and Pledge Agreement and all Uniform Commercial Code financing
statements required by the Pledge Agreement and the Holdings Guaranty and Pledge
Agreement to be filed with respect to the security interests created pursuant
thereto.

                  "Senior Debt Ratio" means, as at any date, the ratio of (a)
all Indebtedness (other than Subordinated Indebtedness) of the Borrower and its
Restricted Subsidiaries (determined on a consolidated basis without duplication
in accordance with GAAP) on such date to (b) EBITDA for the period of four
consecutive quarters ending on or most recently ended prior to such date.

                  "Senior Notes" means the 5-1/4% Convertible Notes due
September 15, 2006, issued by Holdings pursuant to an Indenture dated as of
August 10, 1999 between Holdings and State Street Bank and Trust Company, as
trustee, in an original aggregate maximum face amount equal to $287,500,000.

                  "Senior Secured Notes" means the Borrower's 11% Senior Notes
issued pursuant to a Second Supplemental Indenture in the form of an Amended and
Restated Indenture dated as of November 8, 1996, amending and restating in its
entirety the Borrower's 11% Senior Secured Notes due May 15, 2003 issued on May
13, 1993 in an original aggregate face amount equal to $100,000,000 (of which
not more than $1,172,000 are outstanding on the date hereof).

                  "Senior Subordinated Notes" means, collectively, (a) the
8-5/8% Senior Subordinated Notes due 2007 of the Borrower in the original
principal amount of $200,000,000 and (b) the 7-1/4% Senior Subordinated Notes
due 2013 of the Borrower in the original principal amount of $260,000,000.

                  "Senior Subordinated Notes Indentures" means the Indentures
pursuant to which the Senior Subordinated Notes have been issued.

                  "Series" has the meaning assigned to such term in Section
2.01(d).

                  "Significant Subsidiary Guarantor" means, as at any date, any
Subsidiary Guarantor having assets with a fair market value of $40,000,000 or
more.

                  "Special Counsel" means Milbank, Tweed, Hadley & McCloy LLP,
in its capacity as special counsel to JPMorgan Chase Bank, as Administrative
Agent of the credit facilities contemplated hereby.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency

<PAGE>

                                      - 23 -

Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "Subordinated Indebtedness" means, collectively, (i)
Indebtedness in respect of the Senior Subordinated Notes and the New Senior
Subordinated Notes (and, as contemplated in Section 7.01(e), any Indebtedness
that extends, renews, refunds or replaces any Senior Subordinated Notes) and
(ii) the 8% unsecured Subordinated Notes of the Borrower due 2006 (of which
$7,166,190 are outstanding on the date hereof).

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent. References herein to
"Subsidiaries" shall, unless the context requires otherwise, be deemed to be
references to Subsidiaries of the Borrower.

                  "Subsidiary Guarantors" means the Persons listed under the
caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or which become a
party hereto as a "Subsidiary Guarantor" hereunder pursuant to any Joinder
Agreement.

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

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

<PAGE>

                                      - 24 -

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Term Loans" means, collectively, the Tranche A Term Loans and
the Tranche B Term Loans.

                  "Test Date" has the meaning assigned to such term in Section
2.07(a).

                  "Total Debt Ratio" means as at any date, the ratio of (a) all
Indebtedness of the Borrower and its Restricted Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP) on such date to
(b) EBITDA for the period of four consecutive fiscal quarters ending on or most
recently ended prior to such date.

                  "Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Term Loans on the Effective
Date, expressed as an amount representing the maximum aggregate principal amount
of the Tranche A Term Loans to be made by such Lender hereunder, as such
commitment may be (a) reduced from time to time pursuant to Sections 2.07 and
2.09 and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 10.04. The initial amount of each Lender's
Tranche A Commitment is set forth opposite the name of such Lender on its Lender
Addendum under the caption "Tranche A Commitment", or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Tranche A
Commitment, as applicable. The aggregate original amount of the Tranche A
Commitments is $300,000,000.

                  "Tranche A Lender" means (a) initially, a Lender that has a
"Tranche A Commitment" set forth opposite the name of such Lender on its Lender
Addendum and (b) thereafter, the Lenders from time to time holding Tranche A
Term Loans and Tranche A Commitments, after giving effect to any assignments
thereof permitted by Section 10.04.

                  "Tranche A Maturity Date" means June 30, 2009.

                  "Tranche A Term Loan" means a Loan made pursuant to Section
2.01(b) that utilizes the Tranche A Commitment.

                  "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche B Term Loans on the Effective
Date, expressed as an amount representing the maximum aggregate principal amount
of the Tranche B Term Loans to be made by such Lender hereunder, as such
commitment may be (a) reduced from time to time pursuant to Sections 2.07 and
2.09 and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 10.04. The initial amount of each Lender's
Tranche B Commitment is set forth opposite the name of such Lender on its Lender
Addendum under the caption "Tranche B Commitment", or in the Assignment and
Assumption pursuant to

<PAGE>

                                      - 25 -

which such Lender shall have assumed its Tranche B Commitment, as applicable.
The aggregate original amount of the Tranche B Commitments is $675,000,000.

                  "Tranche B Lender" means (a) initially, a Lender that has a
"Tranche B Commitment" set forth opposite the name of such Lender on its Lender
Addendum and (b) thereafter, the Lenders from time to time holding Tranche B
Term Loans and Tranche B Commitments, after giving effect to any assignments
thereof permitted by Section 10.04.

                  "Tranche B Maturity Date" means June 30, 2010.

                  "Tranche B Term Loan" means a Loan made pursuant to Section
2.01(c) that utilizes the Tranche B Commitment.

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

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

                  "Unrestricted Subsidiaries" means any Subsidiary of the
Borrower that (a) shall have been designated as an "Unrestricted Subsidiary" in
accordance with the provisions of Section 1.05 and (b) any Subsidiary of an
Unrestricted Subsidiary.

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

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

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

<PAGE>

                                      - 26 -

                  SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Credit Loan", "Tranche A Term Loan", "Tranche B Term Loan"
or "Incremental Loan") or by Type (e.g., a "Base Rate Loan", or a "Eurodollar
Loan") or by Class and Type (e.g., a "Eurodollar Revolving Credit Loan" or a
"Base Rate Revolving Credit Loan"); each Series of Incremental Loans shall be
deemed a separate Class of Loans hereunder. In similar fashion, (i) Borrowings
may be classified and referred to by Class, by Type and by Class and Type, and
(ii) Commitments may be classified and referred to by Class; each Series of
Incremental Loan Borrowings and Incremental Loan Commitments shall be deemed a
separate Borrowing and Commitment hereunder.

                  SECTION 1.03. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

<PAGE>

                                      - 27 -

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

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

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

                  (c) such Subsidiary is an "Unrestricted Subsidiary" under the
         Senior Subordinated Notes Indentures, New Senior Subordinated Notes
         Indentures and New Senior Notes Indentures.

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

                  Any designation of a Subsidiary as an Unrestricted Subsidiary
shall be deemed an Investment in an amount equal to the fair market value of
such Subsidiary (as determined in

<PAGE>

                                      - 28 -

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

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01.  COMMITMENTS.

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

                  (b) Tranche A Term Loans. Subject to the terms and conditions
set forth herein, each Tranche A Lender agrees to make Tranche A Term Loans to
the Borrower on the Effective Date in an aggregate principal amount up to but
not exceeding its Tranche A Commitment. Tranche A Term Loans that are paid or
prepaid may not be reborrowed.

                  (c) Tranche B Term Loans. Subject to the terms and conditions
set forth herein, each Tranche B Lender agrees to make Tranche B Term Loans to
the Borrower on the Effective Date, in an aggregate principal amount up to but
not exceeding its Tranche B Commitment. Tranche B Term Loans that are paid or
prepaid may not be reborrowed.

                  (d) Incremental Loans. In addition to Borrowings of Revolving
Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at
any time and from time to time, the Borrower may request that the Lenders (or
other financial institutions agreed to by the Borrower and the Administrative
Agent) offer to enter into commitments to make additional term loans (each such
loan being herein called an "Incremental Loan") under this paragraph (d). In the
event that one or more of the Lenders (or such other financial institutions)
offer, in their sole

<PAGE>

                                      - 29 -

discretion, to enter into such commitments, and such Lenders (or financial
institutions) and the Borrower agree as to the amount of such commitments that
shall be allocated to the respective Lenders (or financial institutions) making
such offers and the fees (if any) to be payable by the Borrower in connection
therewith, such Lenders (or financial institutions) shall become obligated to
make Incremental Loans under this Agreement in an amount equal to the amount of
their respective Incremental Loan Commitments (and such financial institutions
shall become "Incremental Loan Lenders" hereunder). The Incremental Loans to be
made pursuant to any such agreement between the Borrower and one or more Lenders
(including any such new Lenders) in response to any such request by the Borrower
shall be deemed to be a separate "Series" of Incremental Loans for all purposes
of this Agreement. Anything herein to the contrary notwithstanding, (i) the
minimum aggregate principal amount of Incremental Loan Commitments entered into
pursuant to any such request (and, accordingly, the minimum aggregate principal
amount of any Series of Incremental Loans) shall be $10,000,000 and (ii) the
aggregate principal amount of all Incremental Loan Commitments and all
outstanding Series of Incremental Loans shall not exceed $500,000,000.

                  Following the acceptance by the Borrower of the offers made by
any one or more Lenders to make any Series of Incremental Loans pursuant to the
foregoing provisions of this paragraph (d), each Incremental Loan Lender in
respect of such Series of Incremental Loans severally agrees, on the terms and
conditions of this Agreement, to make such Incremental Loans to the Borrower
during the period from and including the date of such acceptance to and
including the commitment termination date specified in the agreement entered
into with respect to such Series in an aggregate principal amount up to but not
exceeding the amount of the Incremental Loan Commitment of such Incremental Loan
Lender in respect of such Series as in effect from time to time. Thereafter,
subject to the terms and conditions of this Agreement, the Borrower may convert
Incremental Loans of such Series of one Type into Incremental Loans of such
Series of another Type (as provided in Section 2.06) or continue Incremental
Loans of such Series of one Type as Incremental Loans of such Series of the same
Type (as provided in Section 2.06). Incremental Loans of any Series that are
prepaid may not be reborrowed as Incremental Loans of the same Series.

                  Proceeds of Incremental Loans shall be available for any use
permitted under the applicable provisions of Section 6.09.

                  SECTION 2.02.  LOANS AND BORROWINGS.

                  (a) Obligations Several. Each Loan of a particular Class (and,
in the case of Incremental Loans, of a particular Series) shall be made as part
of a Borrowing consisting of Loans of such Class (and, if applicable, of such
Series) made by the Lenders ratably in accordance with their respective
Commitments of such Class (and, if applicable, of such Series). The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lender's
failure to make Loans as required.

<PAGE>

                                      - 30 -

                  (b) Type of Loans. Subject to Section 2.12, each Borrowing
shall be comprised entirely of Base Rate Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement.

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

                  SECTION 2.03. REQUESTS FOR BORROWINGS. To request a Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (b)
in the case of a Base Rate Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of the proposed Borrowing; provided that
any such notice of a Revolving Credit Base Rate Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be
given not later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Credit Borrowing, a Tranche A Borrowing, a Tranche B Borrowing, or an
         Incremental Loan Borrowing (including, if applicable, the respective
         Series of Incremental Loans to which such Borrowing relates);

                  (ii) the aggregate amount of such Borrowing;

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

<PAGE>

                                      - 31 -

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

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

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

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

                  Anything herein to the contrary notwithstanding, the initial
Borrowing hereunder shall be a Base Rate Borrowing.

                  SECTION 2.04. LETTERS OF CREDIT.

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

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Lender) to the
Issuing Lender and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, the date of issuance, amendment, renewal or
extension, the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section 2.04), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be

<PAGE>

                                      - 32 -

necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Lender, the Borrower also shall submit a letter of credit
application on the Issuing Lender's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension (i) the
aggregate LC Exposure of the Issuing Lender (determined for these purposes
without giving effect to the participations therein of the Revolving Credit
Lenders pursuant to paragraph (d) of this Section 2.04) shall not exceed
$50,000,000 and (ii) the total Revolving Credit Exposure shall not exceed the
total Revolving Credit Commitments.

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

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

                  (e) Reimbursement. If the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the
Issuing Lender in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on (i) the Business Day that the Borrower
receives notice of such LC Disbursement, if such notice is received prior to
10:00 a.m., New York City time, or (ii) the Business Day immediately following
the day that the Borrower

<PAGE>

                                      - 33 -

receives such notice, if such notice is not received prior to such time,
provided that, if such LC Disbursement is not less than $500,000, the Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 that such payment be financed with a Revolving
Credit Base Rate Borrowing in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting Revolving Credit Base Rate Borrowing.

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

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

                  Neither the Administrative Agent, the Lenders nor the Issuing
Lender, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit by the Issuing Lender or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or

<PAGE>

                                      - 34 -

delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Lender; provided that the foregoing
shall not be construed to excuse the Issuing Lender from liability to the
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Lender's gross negligence or willful misconduct when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that:

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

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

                  (iii) this sentence shall establish the standard of care to be
         exercised by the Issuing Lender when determining whether drafts and
         other documents presented under a Letter of Credit comply with the
         terms thereof (and the parties hereto hereby waive, to the extent
         permitted by applicable law, any standard of care inconsistent with the
         foregoing).

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

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

<PAGE>

                                      - 35 -

except that interest accrued on and after the date of payment by any Revolving
Credit Lender pursuant to paragraph (e) of this Section 2.04 to reimburse the
Issuing Lender shall be for the account of such Lender to the extent of such
payment.

                  (i) Cash Collateralization. If either (i) an Event of Default
shall occur and be continuing and the Borrower receives notice from the
Administrative Agent or the Required Revolving Credit Lenders demanding the
deposit of cash collateral pursuant to this paragraph, or (ii) the Borrower
shall be required to provide cover for LC Exposure pursuant to Section 2.08 or
2.09(b), the Borrower shall immediately deposit into the Collateral Account
under and as defined in the Pledge Agreement an amount in cash equal to, in the
case of an Event of Default, the LC Exposure as of such date plus any accrued
and unpaid interest thereon and, in the case of cover pursuant to Section 2.08
or 2.09(b), the amount required under Section 2.08 or 2.09(b), as the case may
be; provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to any Credit Party described in clause (g) or (h)
of Article VIII. Such deposit shall be held by the Administrative Agent as
collateral in the first instance for the LC Exposure under this Agreement and
thereafter for the payment of any other obligations of the Obligors hereunder.

                  (j) Existing Letters of Credit. To the extent that, on the
Effective Date there are any outstanding letters of credit under the Existing
Credit Agreement issued by JPMCB (as the "Issuing Lender" thereunder) for the
account of the Borrower then, on the Effective Date, each of such letters of
credit is hereby designated a "Letter of Credit" under and for all purposes of
this Agreement. In that connection, the Borrower hereby represents and warrants
to the Issuing Lender, each Revolving Credit Lender and the Administrative Agent
that each such letter of credit satisfies the requirements of this Section 2.04
(including paragraph (c) above).

                  SECTION 2.05. FUNDING OF BORROWINGS.

                  (a) Manner of Funding. Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that Revolving Credit Base Rate Loans made to finance the reimbursement
of an LC Disbursement under any Letter of Credit as provided in Section 2.04(e)
shall be remitted by the Administrative Agent to the Issuing Lender.

                  (b) Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender

<PAGE>

                                      - 36 -

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

                  SECTION 2.06. INTEREST ELECTIONS.

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

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

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

                  (i) the Borrowing to which such Interest Election Request
         applies (including, if applicable, the respective Series of Incremental
         Loans to which such Interest Election Request relates) and, if
         different options for continuations or conversions are being elected
         with respect to different portions thereof, the portions thereof to be
         allocated to each resulting Borrowing (in which case the information to
         be specified pursuant to clauses (iii) and (iv) below shall be
         specified for each resulting Borrowing);

<PAGE>

                                      - 37 -

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be a Base Rate
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

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

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

                  SECTION 2.07. TERMINATION AND REDUCTION OF COMMITMENTS.

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

                  In addition to the foregoing, if on any date (the "Test
Date"), the maturity date for any then-outstanding Senior Subordinated Notes,
New Senior Subordinated Notes or New Senior Notes, or of any other convertible
notes or notes offered and sold publicly or under Rule 144A (other than the
Senior Secured Notes) shall fall within six months of the Test Date then the

<PAGE>

                                      - 38 -

Revolving Credit Commitments shall automatically terminate on such date,
provided that the foregoing shall not apply if the Required Revolving Credit
Lenders shall elect otherwise at any time prior to the Test Date.

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

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

                  SECTION 2.08. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

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

                  Notwithstanding the foregoing, if on any Test Date, the
maturity date for any then-outstanding Senior Subordinated Notes, New Senior
Subordinated Notes or New Senior Notes, or of any other convertible notes or
notes offered and sold publicly or under Rule 144A (other than the Senior
Secured Notes) shall fall within six months of the Test Date then the Revolving
Credit Loans shall be paid in full, and the Borrower shall provide full cover
for all

<PAGE>

                                      - 39 -

outstanding LC Exposure, on the date that is two months after the Test Date,
provided that the foregoing shall not apply if the Required Revolving Credit
Lenders shall elect otherwise at any time prior to the Test Date.

                  (b) Tranche A Term Loans. The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the Tranche A
Lenders the outstanding principal amount of the Tranche A Term Loans on each
Principal Payment Date set forth below in the aggregate principal amount set
forth opposite such Principal Payment Date:

<TABLE>
<CAPTION>
Principal Payment Date                        Principal Amount
----------------------                        ----------------
<S>                                           <C>
March 31, 2005                                  $11,250,000
June 30, 2005                                   $11,250,000
September 30, 2005                              $11,250,000
December 31, 2005                               $11,250,000

March 31, 2006                                  $15,000,000
June 30, 2006                                   $15,000,000
September 30, 2006                              $15,000,000
December 31, 2006                               $15,000,000

March 31, 2007                                  $18,750,000
June 30, 2007                                   $18,750,000
September 30, 2007                              $18,750,000
December 31, 2007                               $18,750,000

March 31, 2008                                  $18,750,000
June 30, 2008                                   $18,750,000
September 30, 2008                              $18,750,000
December 31, 2008                               $18,750,000

March 31, 2009                                  $22,500,000
June 30, 2009                                   $22,500,000
</TABLE>

If the initial aggregate amount of the Tranche A Commitments exceeds the
aggregate principal amount of Tranche A Term Loans that are outstanding on the
Effective Date, then the scheduled repayments of Borrowings to be made pursuant
to this Section shall be reduced ratably by an aggregate amount equal to such
excess. To the extent not previously paid, all Tranche A Term Loans shall be due
and payable on the Tranche A Maturity Date.

                  Notwithstanding the foregoing, if on any Test Date, the
maturity date for any then-outstanding Senior Subordinated Notes, New Senior
Subordinated Notes or New Senior

<PAGE>

                                      - 40 -

Notes, or of any other convertible notes or notes offered and sold publicly or
under Rule 144A (other than the Senior Secured Notes) shall fall within six
months of the Test Date then the Tranche A Term Loans shall be paid in full on
the date that is two months after the Test Date, provided that the foregoing
shall not apply if the Required Tranche A Lenders shall elect otherwise at any
time prior to the Test Date.

                  (c) Tranche B Term Loans. The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the Tranche B
Lenders the outstanding principal amount of the Tranche B Term Loans on each
Principal Payment Date set forth below in the aggregate principal amount set
forth opposite such Principal Payment Date:

<TABLE>
<CAPTION>
Principal Payment Date                      Principal Amount
----------------------                      ----------------
<S>                                         <C>
March 31, 2005                                $  1,687,500
June 30, 2005                                 $  1,687,500
September 30, 2005                            $  1,687,500
December 31, 2005                             $  1,687,500

March 31, 2006                                $  1,687,500
June 30, 2006                                 $  1,687,500
September 30, 2006                            $  1,687,500
December 31, 2006                             $  1,687,500

March 31, 2007                                $  1,687,500
June 30, 2007                                 $  1,687,500
September 30, 2007                            $  1,687,500
December 31, 2007                             $  1,687,500

March 31, 2008                                $  1,687,500
June 30, 2008                                 $  1,687,500
September 30, 2008                            $  1,687,500
December 31, 2008                             $  1,687,500

March 31, 2009                                $  1,687,500
June 30, 2009                                 $  1,687,500
September 30, 2009                            $  1,687,500
December 31, 2009                             $  1,687,500

March 31, 2010                                $320,625,000
June 30, 2010                                 $320,625,000
</TABLE>

<PAGE>

                                      - 41 -

If the initial aggregate amount of the Tranche B Commitments exceeds the
aggregate principal amount of Tranche B Term Loans that are outstanding on the
Effective Date, then the scheduled repayments of Borrowings to be made pursuant
to this Section shall be reduced ratably by an aggregate amount equal to such
excess. To the extent not previously paid, all Tranche B Term Loans shall be due
and payable on the Tranche B Maturity Date.

                  Notwithstanding the foregoing, if on any Test Date, the
maturity date for any then-outstanding Senior Subordinated Notes, New Senior
Subordinated Notes or New Senior Notes, or of any other convertible notes or
notes offered and sold publicly or under Rule 144A (other than the Senior
Secured Notes) shall fall within six months of the Test Date then the Tranche B
Term Loans shall be paid in full on the date that is three months after the Test
Date, provided that the foregoing shall not apply if the Required Tranche B
Lenders shall elect otherwise at any time prior to the Test Date.

                  (d) Incremental Loans. The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the Incremental
Loan Lenders of any Series the principal of the Incremental Loans of such Series
in consecutive quarterly installments on such dates and in such amounts as shall
be agreed upon between the Borrower and such Lenders at the time the Incremental
Loan Commitments of such Series are established, provided that in no event shall
the average life to maturity (determined in accordance with GAAP) of the
Incremental Loans of any Series be earlier than the average life to maturity (so
determined) of the Tranche B Loans.

                  Notwithstanding the foregoing, if on any Test Date, the
maturity date for any then-outstanding Senior Subordinated Notes, New Senior
Subordinated Notes or New Senior Notes, or of any other convertible notes or
notes offered and sold publicly or under Rule 144A (other than the Senior
Secured Notes) shall fall within six months of the Test Date then the
Incremental Loans of each Series shall be paid in full on the date that is three
months after the Test Date, provided that the foregoing shall not apply if the
Required Incremental Loan Lenders of such Series shall elect otherwise at any
time prior to the Test Date.

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

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

<PAGE>

                                      - 42 -

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

                  (h) Promissory Notes. Any Lender may request that Loans made
by it be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.09. PREPAYMENT OF LOANS.

                  (a) Optional Prepayments. The Borrower shall have the right at
any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (d) of this Section 2.09.
Each prepayment of Term Loans or Incremental Loans shall be applied to the Term
Loans and Incremental Loans ratably in accordance with the respective
outstanding principal amounts of such Term Loans and Incremental Loans (and, in
the case of Incremental Loans, to all Series thereof ratably in accordance with
the respective outstanding principal amounts of such Series), and to the
installments thereof due on the two Quarterly Dates immediately following the
date of such prepayment, in direct order of maturity, and, thereafter, pro rata
in accordance with the respective aggregate principal amounts of the Term Loans
and Incremental Loans outstanding on the date of such prepayment.

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

                  (i) Casualty Events. Upon the date 270 days following the
         receipt by the Borrower or any of its Subsidiaries of the proceeds of
         insurance, condemnation award or other compensation in respect of any
         Casualty Event affecting any property of the Borrower or any of its
         Restricted Subsidiaries (or upon such earlier date as the Borrower or
         such Restricted Subsidiary, as the case may be, shall have determined
         not to repair or replace the property affected by such Casualty Event),
         the Borrower shall prepay the Loans (and/or provide cover for LC
         Exposure as specified in Section 2.04(i)) in an aggregate amount, if
         any, equal to 100% of the Net Available Proceeds of such Casualty Event
         not theretofore applied or committed to be applied to the repair or
         replacement of

<PAGE>

                                      - 43 -

         such property (it being understood that if Net Available Proceeds
         committed to be applied are not in fact applied within twelve months of
         the respective Casualty Event, then such Proceeds shall be applied to
         the prepayment of Loans and cover for LC Exposure as provided in this
         clause (i) at the expiration of such twelve-month period), such
         prepayment and reduction to be effected in each case in the manner and
         to the extent specified in clause (iv) of this Section 2.09(b).

                  (ii) Sale of Assets. Without limiting the obligation of the
         Borrower to obtain the consent of the Required Lenders to any
         Disposition not otherwise permitted hereunder, the Borrower agrees,
         on or prior to the occurrence of any Disposition, to deliver to the
         Administrative Agent a statement certified by a Financial Officer, in
         form and detail reasonably satisfactory to the Administrative Agent,
         of the estimated amount of the Net Cash Payments of such Disposition
         that will (on the date of such Disposition) be received by the
         Borrower or any of its Subsidiaries in cash and, unless the Borrower
         shall elect to reinvest such Net Cash Payments as provided below, the
         Borrower will prepay the Loans hereunder (and provide cover for LC
         Exposure as specified in Section 2.04(i)) as follows:

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

                       (x) thereafter, quarterly, on the date of the delivery by
               the Borrower to the Administrative Agent pursuant to Section
               6.01 of the financial statements for any quarterly fiscal
               period or fiscal year, to the extent the Borrower or any of its
               Subsidiaries shall receive Net Cash Payments during the
               quarterly fiscal period ending on the date of such financial
               statements in cash under deferred payment arrangements or
               Disposition Investments entered into or received in connection
               with any Disposition, an amount equal to (A) 100% of the
               aggregate amount of such Net Cash Payments minus (B) any
               transaction expenses associated with Dispositions and not
               previously deducted in the determination of Net Cash Payments
               plus (or minus, as the case may be) (C) any other adjustment
               received or paid by the Borrower or any of its Subsidiaries
               pursuant to the respective agreements giving rise to
               Dispositions and not previously taken into account in the
               determination of the Net Cash Payments of Dispositions,
               provided that if prior to the date upon which the Borrower
               would otherwise be required to make a prepayment under this
               clause (x) with respect to any quarterly fiscal period the
               aggregate amount of such Net Cash Payments (after giving effect
               to the adjustments provided for in this clause (x)) shall
               exceed $5,000,000, then the Borrower shall within three
               Business Days make a prepayment under this clause (x) in an
               amount equal to such required prepayment.

<PAGE>

                                      - 44 -

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

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

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

                  (iii) Change of Control. Upon the occurrence of any "Change of
         Control" under and as defined in the Senior Subordinated Notes
         Indenture, New Senior Subordinated Notes Indentures or New Senior Notes
         Indentures (or any similar provision in the applicable governing
         agreement for any Refunding Indebtedness), the Borrower shall prepay
         the Loans hereunder (and provide cover for LC Exposure as specified in
         Section 2.04(i)), and the Commitments hereunder shall be automatically
         terminated.

                  (iv) Application. Upon the occurrence of any of the events
         described in the above paragraphs of this Section 2.09(b), the amount
         of the required prepayment shall be applied first, to the prepayment of
         the Term Loans and Incremental Loans, in each case ratably in
         accordance with the respective then-outstanding aggregate amounts of
         such Loans, and second, after the prepayment in full of the Term Loans
         and Incremental Loans, to the repayment of the Revolving Credit Loans,
         without reduction of Revolving Credit Commitments. Each such prepayment
         of the Term Loans and Incremental Loans shall be applied ratably to the
         installments thereof.

Notwithstanding the foregoing, to the extent that at the time of any prepayment
described above there are Tranche A Term Loans outstanding, any Tranche B Term
Lender may, by notice to the Borrower and the Administrative Agent, decline all
or any portion (in a minimum amount at least equal to $1,000,000) of the
prepayment to which it would otherwise be entitled, provided that the

<PAGE>

                                      - 45 -

portion of such prepayment so declined by any such Tranche B Term Lender shall
be applied to the prepayment of the Tranche A Term Loans.

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

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

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

                  SECTION 2.10. FEES.

                  (a) Commitment Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate per annum equal to the Applicable Rate, on the daily
average unused amount of the Revolving Credit Commitments and Term Loan
Commitments of such Lender during the period from and including the date hereof
to but excluding the date on which such Revolving Credit Commitment or Term Loan
Commitment terminates. Accrued commitment fees shall be payable in arrears on
the third day following each Quarterly Date and, in respect of any Revolving
Credit Commitments or Term Loan Commitments, on the date such Revolving Credit
Commitments or Term Loan Commitments terminate, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

<PAGE>

                                      - 46 -

                  (b) Letter of Credit Fees. The Borrower agrees to pay with
respect to Letters of Credit outstanding hereunder the following fees:

                  (i) to the Administrative Agent for the account of each
         Revolving Credit Lender a participation fee with respect to its
         participations in Letters of Credit, which shall accrue at a rate per
         annum equal to the Applicable Rate used in determining interest on
         Revolving Credit Eurodollar Loans on the average daily amount of such
         Lender's LC Exposure (excluding any portion thereof attributable to
         unreimbursed LC Disbursements) during the period from and including the
         Effective Date to but excluding the later of the date on which such
         Lender's Revolving Credit Commitment terminates and the date on which
         there shall no longer be any Letters of Credit outstanding hereunder,
         and

                  (ii) to the Issuing Lender (x) a fronting fee, which shall
         accrue at the rate of 3/16 of 1% per annum on the average daily amount
         of the LC Exposure of the Issuing Lender (determined for these purposes
         without giving effect to the participations therein of the Revolving
         Credit Lenders pursuant to paragraph (d) of Section 2.04, and excluding
         any portion thereof attributable to unreimbursed LC Disbursements)
         during the period from and including the Effective Date to but
         excluding the later of the date of termination of the Revolving Credit
         Commitments and the date on which there shall no longer be any Letters
         of Credit of the Issuing Lender outstanding hereunder, and (y) the
         Issuing Lender's standard fees with respect to the issuance, amendment,
         renewal or extension of any Letter of Credit or processing of drawings
         thereunder.

Accrued participation fees and fronting fees shall be payable in arrears on the
third day following each Quarterly Date and on the date the Revolving Credit
Commitments terminate, commencing on the first such date to occur after the date
hereof, provided that any such fees accruing after the date on which the
Revolving Credit Commitments terminate shall be payable on demand. All
participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

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

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

<PAGE>

                                      - 47 -

                  SECTION 2.11. INTEREST.

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

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

                  (c) Default Interest. Notwithstanding the foregoing, (i)
except as otherwise provided in clause (ii) below, during the period when any
Default shall have occurred and be continuing for a period of 90 or more days
(and the Administrative Agent, acting on the instructions of the Required
Lenders, shall have notified the Borrower that the provisions of this clause (i)
shall apply), the principal of all Loans hereunder shall bear interest, after as
well as before judgment, at a rate per annum equal to the Adjusted Base Rate
plus the Applicable Rate for Base Rate Loans plus 2% and (ii) if any principal
on any Loan payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such principal shall bear
interest, after as well as before judgment, at a rate per annum equal to the
Adjusted Base Rate plus the Applicable Rate for Base Rate Loans plus 2%.

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

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

<PAGE>

                                      - 48 -

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

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

                  (b) if such Borrowing is of a particular Class of Loans
         (including of a particular Series of Incremental Loans), the
         Administrative Agent is advised by the Required Revolving Credit
         Lenders, the Required Tranche A Lenders, the Required Tranche B Lenders
         or the Required Incremental Loan Lenders of such Series, as the case
         may be, that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
         for such Interest Period will not adequately and fairly reflect the
         cost to such Lenders of making or maintaining their Loans of such Class
         included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
affected Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and such Lenders that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any such Borrowing to, or
continuation of any such Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as a Base Rate Borrowing.

                  SECTION 2.13. INCREASED COSTS.

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

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

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

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Lender of participating in, issuing or maintaining any Letter of Credit
or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Lender, as the case may be, such
additional amount or amounts

<PAGE>

                                      - 49 -

as will compensate such Lender or the Issuing Lender, as the case may be, for
such additional costs incurred or reduction suffered.

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

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

                  (d) Certain Limitations upon Compensation. Failure or delay on
the part of any Lender or the Issuing Lender to demand compensation pursuant to
this Section 2.13 shall not constitute a waiver of such Lender's or the Issuing
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender or the Issuing Lender pursuant to this
Section 2.13 for any increased costs or reductions incurred more than six months
prior to the date that such Lender or the Issuing Lender, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's or the Issuing Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  SECTION 2.14. BREAK FUNDING PAYMENTS. In the event of (a) the
payment or prepayment of any principal of any Eurodollar Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Loan on the date specified in

<PAGE>

                                      - 50 -

any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable and is revoked in accordance herewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.17, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event.

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

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

over

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

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

                  SECTION 2.15. TAXES

                  (a) Indemnified Taxes. Any and all payments or prepayments by
or on account of any obligation of the Borrower hereunder shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments or prepayments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.15) the Administrative Agent, Lender or the Issuing Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

<PAGE>

                                      - 51 -

                  (b) Other Taxes. In addition the Borrower shall pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

                  (c) Indemnification by Borrower. The Borrower shall indemnify
the Administrative Agent, each Lender and the Issuing Lender, within 10 days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 2.15) paid by the
Administrative Agent, such Lender or the Issuing Lender, as the case may be (and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto during the period prior to the Borrower making the payment
demanded under this paragraph (c)), whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or the Issuing Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Lender, shall be conclusive absent manifest error.

                  (d) Receipts. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

                  (e) Foreign Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments and prepayments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law or reasonably requested by the Borrower,
such properly completed and executed documentation prescribed by applicable law
as will permit such payments and prepayments to be made without withholding or
at a reduced rate.

                  (f) Refunds. If the Administrative Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay over such refund to the Borrower (but only to the extent
of indemnity payments made, or additional amounts paid, by the Borrower under
this Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental

<PAGE>

                                      - 52 -

Authority. This Section shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other
Person.

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

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

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

                  (c) Ratable Treatment. Except to the extent otherwise provided
herein: (i) each borrowing of Loans of a particular Class (including of a
particular Series of Incremental Loans) from the Lenders under Section 2.01
shall be made from the relevant Lenders, each payment of commitment fee under
Section 2.10 in respect of Commitments of a particular Class (including of a
particular Series of Incremental Loans) shall be made for account of the
relevant Lenders, and each termination or reduction of the amount of the
Commitments of a particular Class (including of a particular Series of
Incremental Loans) under Section 2.07 shall be applied to the

<PAGE>

                                      - 53 -

respective Commitments of such Class of the relevant Lenders, pro rata according
to the amounts of their respective Commitments of such Class; (ii) Eurodollar
Loans of any Class (including of a particular Series of Incremental Loans)
having the same Interest Period shall be allocated pro rata among the relevant
Lenders according to the amounts of their Commitments of such Class (in the case
of the making of Loans) or their respective Loans of such Class (in the case of
conversions and continuations of Loans); (iii) each payment or prepayment by the
Borrower of principal of Loans of a particular Class (including of a particular
Series of Incremental Loans) shall be made for account of the relevant Lenders
pro rata in accordance with the respective unpaid principal amounts of the Loans
of such Class held by them; (iv) each payment by the Borrower of interest on
Loans of a particular Class (including of a particular Series of Incremental
Loans) shall be made for account of the relevant Lenders pro rata in accordance
with the amounts of interest on such Loans then due and payable to the
respective Lenders; and (v) each payment by the Borrower of participation fees
in respect of Letters of Credit shall be made for the account of the Revolving
Credit Lenders pro rata in accordance with the amount of participation fees then
due and payable to the Revolving Credit Lenders.

                  (d) Right of Offset. If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Loans (or participations in LC
Disbursements) of any Class resulting in such Lender receiving payment of a
greater proportion of the aggregate principal amount of its Loans (and
participations in LC Disbursements) of such Class and accrued interest thereon
than the proportion of such amounts received by any other Lender of any other
Class, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans (and LC Disbursements) of the
other Lenders to the extent necessary so that the benefit of such payments shall
be shared by all the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans (and participations
in LC Disbursements); provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, unless the Lender from which such payment is
received is required to pay interest thereon, in which case each Lender
returning funds to such Lender shall pay its pro rata share of such interest,
and (ii) the provisions of this paragraph shall not be construed to apply to any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans (or participations in LC Disbursements) to any
assignee or participant, other than to any Credit Party or any subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

<PAGE>

                                      - 54 -

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

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

                  SECTION 2.17.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

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

                  (b) Replacement of Lenders. If any Lender requests
compensation under Section 2.13, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation
to fund Loans hereunder, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that

<PAGE>

                                      - 55 -

shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
prior consent of the Administrative Agent (and, if a Revolving Credit Commitment
is being assigned, the Issuing Lender), which consents shall not unreasonably be
withheld or delayed, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans (and participations in LC
Disbursements), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                                   ARTICLE III

                       Guarantee by Subsidiary Guarantors

                  SECTION 3.01. THE GUARANTEE. Each Subsidiary Guarantor hereby
jointly and severally guarantees to each Lender (and each Affiliate thereof
party to any Swap Agreement), the Issuing Lender and the Administrative Agent
and their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration, by prepayment or otherwise) of the
principal of and interest on the Loans made by the Lenders to the Borrower, all
LC Disbursements and all other amounts from time to time owing to the Lenders,
the Issuing Lender or the Administrative Agent by the Borrower hereunder or
under any other Loan Document, and all obligations of the Borrower to any Lender
(or any Affiliate thereof) under any Swap Agreement, in each case strictly in
accordance with the terms thereof (such obligations being herein collectively
called the "Guaranteed Obligations"). Each Subsidiary Guarantor hereby further
agrees that if the Borrower shall fail to pay in full when due (whether at
stated maturity, by acceleration, by prepayment or otherwise) any of the
Guaranteed Obligations, each Subsidiary Guarantor will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

                  SECTION 3.02. OBLIGATIONS UNCONDITIONAL. The obligations of
each Subsidiary Guarantor under Section 3.01 are absolute and unconditional
irrespective of the value, genuineness, validity, regularity or enforceability
of this Agreement, the other Loan Documents or any other agreement or instrument
referred to herein or therein, or any substitution, release or exchange of any
other guarantee of or security for any of the Guaranteed Obligations, and, to
the

<PAGE>

                                      - 56 -

fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 3.02 that the obligations of the Subsidiary Guarantors hereunder shall
be absolute and unconditional under any and all circumstances. Without limiting
the generality of the foregoing, it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability of the Subsidiary
Guarantors hereunder which shall remain absolute and unconditional as described
above:

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

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

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

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

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

                  SECTION 3.03. REINSTATEMENT. The obligations of each
Subsidiary Guarantor under this Article III shall be automatically reinstated if
and to the extent that for any reason any payment by or on behalf of the
Borrower in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise, and
each of the Subsidiary Guarantors agrees that it will indemnify the
Administrative Agent, the Issuing Lender and each Lender (and each Affiliate
thereof part to any Swap Agreement) on demand for all reasonable costs and
expenses (including fees of counsel) incurred by the Administrative Agent, any
Lender (or Affiliate) or the Issuing Lender in connection with such rescission
or

<PAGE>

                                      - 57 -

restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

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

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

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

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

                  SECTION 3.08. RIGHTS OF CONTRIBUTION. The Subsidiary
Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor
shall become an Excess Funding Guarantor (as defined below) by reason of the
payment by such Subsidiary Guarantor of any Guaranteed Obligations, each other
Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an amount
equal to such Subsidiary Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, debts and
liabilities of such Excess Funding

<PAGE>

                                      - 58 -

Guarantor) of the Excess Payment (as defined below) in respect of such
Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any
Excess Funding Guarantor under this Section 3.08 shall be subordinate and
subject in right of payment to the prior payment in full of the obligations of
such Subsidiary Guarantor under the other provisions of this Article III and
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess until payment and satisfaction in full of all of such
obligations.

                  For purposes of this Section 3.08, (i) "Excess Funding
Guarantor" means, in respect of any Guaranteed Obligations, a Subsidiary
Guarantor that has paid an amount in excess of its Pro Rata Share of such
Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess
of its Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata Share"
means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of
(x) the amount by which the aggregate present fair saleable value of all
properties of such Subsidiary Guarantor (excluding any shares of stock of, or
ownership interest in, any other Subsidiary Guarantor) exceeds the amount of all
the debts and liabilities of such Subsidiary Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of such Subsidiary Guarantor hereunder and any obligations of any
other Subsidiary Guarantor that have been Guaranteed by such Subsidiary
Guarantor) to (y) the amount by which the aggregate fair saleable value of all
properties of all of the Obligors exceeds the amount of all the debts and
liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities, but excluding the obligations of the Obligors hereunder and under
the other Loan Documents) of all of the Obligors, determined (A) with respect to
any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the
Effective Date and (B) with respect to any other Subsidiary Guarantor, as of the
date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

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

<PAGE>

                                      - 59 -

                                   ARTICLE IV

                         Representations and Warranties

                  The Borrower and each Subsidiary Guarantor represents and
warrants to the Lenders and the Administrative Agent, as to itself and each of
its Subsidiaries, that:

                  SECTION 4.01. ORGANIZATION; POWERS. The Borrower and each of
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization. The Borrower and each of its
Subsidiaries has all requisite power and authority under its organizational
documents to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

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

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

                  SECTION 4.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
The Borrower has heretofore delivered to the Lenders the following financial
statements:

                  (i) the audited consolidated balance sheet and statements of
         earnings (loss), stockholders' deficit and cash flows of the Borrower
         and its Subsidiaries (and, separately stated, of the Borrower and its
         Restricted Subsidiaries) as of and for the fiscal year ended December
         31, 2001, reported on by KPMG Peat Marwick LLP, independent public
         accountants; and

<PAGE>

                                      - 60 -

                  (ii) the unaudited consolidated balance sheet and statements
         of earnings (loss), stockholders' deficit and cash flows of the
         Borrower and its Subsidiaries (and, separately stated, of the Borrower
         and its Restricted Subsidiaries) as of and for the three-month period
         ended September 30, 2002, certified by a Financial Officer of the
         Borrower.

Such financial statements present fairly, in all material respects, the
respective consolidated actual financial condition of the respective entities as
at said respective dates and the consolidated and unconsolidated results of
their operations for the fiscal periods ended on said respective dates, all in
accordance with generally accepted accounting principles and practices applied
on a consistent basis, subject, in the case of unaudited financial statements,
to the absence of footnotes and year-end audit adjustments. Except as disclosed
in said financial statements, none of said entities has on the date hereof any
material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments. Since December 31, 2001, there has been no material adverse change
in the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and its Restricted Subsidiaries taken as a whole.

                  SECTION 4.05.  PROPERTIES.

                  (a) Properties Generally. Each of the Borrower and its
Restricted Subsidiaries has good title to, or valid leasehold interests in, all
its real and personal property material to its business, except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended
purposes.

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

                  SECTION 4.06.  LITIGATION AND ENVIRONMENTAL MATTERS.

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

                  (b) Environmental Matters. Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be

<PAGE>

                                      - 61 -

expected to result in a Material Adverse Effect, none of the Borrower nor any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or any inquiry, allegation, notice or other
communication from any Governmental Authority concerning its compliance with any
Environmental Law or (iv) knows of any basis for any Environmental Liability.

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

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

                  SECTION 4.08. INVESTMENT AND HOLDING COMPANY STATUS. No Credit
Party nor any of their respective subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 4.09. TAXES. Each of the Credit Parties and their
respective Subsidiaries has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all
Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which such Credit
Party has set aside on its books adequate reserves with respect thereto in
accordance with GAAP or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 4.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $1,000,000 the fair market value of the assets of such Plan,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $1,000,000 the
fair market value of the assets of all such underfunded Plans.

<PAGE>

                                      - 62 -

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

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

                  SECTION 4.13.  MATERIAL AGREEMENTS AND LIENS.

                  (a) Indebtedness. Schedule 4.13 hereto is a complete and
correct list, as of the date of this Agreement, of each credit agreement, loan
agreement, indenture, guarantee, letter of credit or other arrangement (other
than this Agreement or the Existing Credit Agreement) providing for or otherwise
relating to any Indebtedness or any extension of credit (or commitment for any
extension of credit) to, or guarantee by, the Borrower or any of its
Subsidiaries the aggregate principal or face amount of which equals or exceeds
(or may equal or

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                                      - 63 -

exceed) $1,000,000, and the aggregate principal or face amount outstanding or
that may become outstanding under each such arrangement is correctly described
in Schedule 4.13.

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

                  SECTION 4.14.  SUBSIDIARIES, ETC.

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

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

                  SECTION 4.15. Holdings Indenture. The Borrower has heretofore
delivered to the Administrative Agent a true and complete copy of the Holdings
Indenture and the Senior Subordinated Notes Indentures, together with the
related prospectus (including all modifications and supplements thereto); the
Holdings Indenture, and each of the Senior Subordinated Notes Indentures, has
been duly executed and delivered by each party thereto and is in full force and
effect and none of the parties thereto is in default of any of its obligations
thereunder.

<PAGE>

                                      - 64 -

                                    ARTICLE V

                                   Conditions

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

                  (a) Counterparts of Agreement. The Administrative Agent (or
         Special Counsel) shall have received from each party hereto either (i)
         a counterpart of this Agreement signed on behalf of such party or (ii)
         written evidence satisfactory to the Administrative Agent (which may
         include telecopy transmission of a signed signature page of this
         Agreement) that such party has signed a counterpart of this Agreement.

                  (b) Opinion of Counsel to Credit Parties. The Administrative
         Agent (or Special Counsel) shall have received a favorable written
         opinion (addressed to the Administrative Agent and the Lenders and
         dated the Effective Date) of Kean, Miller, Hawthorne, D'Armond, McCowan
         & Jarman, L.L.P., counsel to the Credit Parties, substantially in the
         form of Exhibit B, and covering such matters relating to the Credit
         Parties, this Agreement, the other Loan Documents or the Transactions
         as the Required Lenders shall request (and each Credit Party hereby
         requests such counsel to deliver such opinion).

                  (c) Opinion of Special Counsel. The Administrative Agent shall
         have received a favorable written legal opinion (addressed to the
         Administrative Agent and the Lenders and dated the Effective Date) of
         Special Counsel, substantially in the form of Exhibit C (and the
         Administrative Agent requests Special Counsel to deliver such opinion).

                  (d) Corporate Matters. The Administrative Agent (or Special
         Counsel) shall have received such documents and certificates as the
         Administrative Agent or Special Counsel may reasonably request relating
         to the organization, existence and good standing of each Credit Party,
         the authorization of the Transactions and any other legal matters
         relating to the Credit Parties, this Agreement, the other Loan
         Documents or the Transactions, all in form and substance reasonably
         satisfactory to the Administrative Agent and its counsel.

                  (e) Financial Officer Certificate. The Administrative Agent
         (or Special Counsel) shall have received a certificate, dated the
         Effective Date and signed by the President, a Vice President or a
         Financial Officer of the Borrower, confirming compliance with the
         conditions set forth in paragraphs (a) and (b) of Section 5.03.

                  (f) Notes. The Administrative Agent (or Special Counsel) shall
         have received for each Lender that shall have requested a promissory
         note, a duly completed and executed promissory note for such Lender.

<PAGE>

                                      - 65 -

                  (g) Pledge Agreement. The Administrative Agent (or Special
         Counsel) shall have received (i) from each Obligor a counterpart of the
         Pledge Agreement signed on behalf of such Obligor and (ii) to the
         extent not previously delivered under the Existing Credit Agreement,
         the stock certificates identified under the name of such Obligor in
         Annex 1 thereto, accompanied by undated stock powers executed in blank.
         In addition, each Obligor shall have taken such other action
         (including, to the extent not previously effected under the Existing
         Credit Agreement, delivering to the Administrative Agent for filing,
         appropriately completed and duly executed copies of Uniform Commercial
         Code financing statements) as the Administrative Agent shall have
         requested in order to perfect the security interests created pursuant
         to the Pledge Agreement.

                  (h) Holdings Guaranty and Pledge Agreement. The Administrative
         Agent (or Special Counsel) shall have received (i) from Holdings a
         counterpart of the Holdings Guaranty and Pledge Agreement signed on
         behalf of Holdings and (ii) to the extent not previously delivered
         under the Existing Credit Agreement, the stock certificates for the
         Borrower identified in Annex 1 thereto, accompanied by undated stock
         powers executed in blank. In addition, Holdings shall have taken such
         other action (including, to the extent not previously effected under
         the Existing Credit Agreement, delivering to the Administrative Agent
         for filing, appropriately completed and duly executed copies of Uniform
         Commercial Code financing statements) as the Administrative Agent shall
         have requested in order to perfect the security interests created
         pursuant to the Holdings Guaranty and Pledge Agreement.

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

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

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

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

<PAGE>

                                      - 66 -

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

                  (j) Insurance. The Administrative Agent shall have received a
         certificate of a Financial Officer setting forth the insurance obtained
         by the Borrower in accordance with the requirements of Section 6.05 and
         stating that such insurance is in full force and effect and that all
         premiums then due and payable thereon have been paid.

                  (k) Repayment of Indebtedness under Existing Credit Agreement.
         The Borrower shall have repaid in full the principal of and interest on
         all of the "Loans" outstanding under the Existing Credit Agreement and
         all other amounts owing by the Borrower thereunder, and all commitments
         under the Existing Credit Agreement shall have been terminated.

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

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

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans, and
of the Issuing Lender to issue Letters of Credit, hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) at or prior to 12:00 p.m., New York City time, on
March 7, 2003 (and, in the event such conditions are not so satisfied or waived,
the Commitments shall terminate at such time).

                  SECTION 5.02. INCREMENTAL LOAN BORROWINGS. The obligation of
each Incremental Loan Lender to make an Incremental Loan on the occasion of any
Borrowing is subject to the receipt by the Administrative Agent of evidence
satisfactory to it that after giving effect to such Borrowing and the other
transactions that are to occur on the date of such Borrowing (under the
assumption that such Borrowing and such other transactions had been consummated
on the first day of the respective periods for which calculations are to be made
under the covenants set forth in Section 7.09), the Borrower would have been in
compliance with the applicable provisions of Section 7.09, and a Financial
Officer shall have delivered a certificate to the foregoing effect to the
Administrative Agent.

<PAGE>

                                      - 67 -

                  SECTION 5.03. EACH EXTENSION OF CREDIT. The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of the Issuing
Lender to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

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

                  (b) No Defaults. At the time of and immediately after giving
         effect to such Borrowing, or (as applicable) the date of issuance,
         amendment, renewal or extension of such Letter of Credit, no Default
         shall have occurred and be continuing.

                  (c) Consummation of Acquisition. To the extent that the
         proceeds of such Loans are being applied to finance in whole or in part
         any Acquisition that is not permitted under Section 7.04(e) (and that,
         therefore, is being consummated with the consent of the Required
         Lenders), evidence that such Acquisition shall have been (or shall be
         simultaneously) consummated in all material respects in accordance with
         the terms of the respective acquisition agreement (it being understood
         that any modifications, supplements or waivers thereof, or consents or
         determinations made by the parties thereto, that shall affect in any
         material respect the provisions of such acquisition shall have been
         consented to by the Required Lenders), and the Administrative Agent
         shall have received a certificate of a Financial Officer to such effect
         and to the effect that attached thereto are true and complete copies of
         the documents delivered in connection with the closing of such
         Acquisition. In addition, the Administrative Agent shall have received
         copies of the legal opinions delivered to the Borrower pursuant to such
         acquisition agreement in connection with such Acquisition.

Each Borrowing Request, or request for issuance, amendment, renewal or extension
of a Letter of Credit, shall be deemed to constitute a representation and
warranty by the Borrower (both as of the date of such Borrowing Request, or
request for issuance, amendment, renewal or extension, and as of the date of the
related Borrowing or issuance, amendment, renewal or extension) as to the
matters specified in paragraphs (a) and (b) of this Section 5.03.

<PAGE>

                                      - 68 -

                                   ARTICLE VI

                              Affirmative Covenants

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

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

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

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

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

                           (iii) certifications of each of the chief executive
                  officer and chief financial officer of the Borrower
                  substantially similar in form and substance to the
                  certifications required pursuant to Sections 302 and 906 of
                  the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and
                  the applicable rules under the

<PAGE>

                                      - 69 -

                  Exchange Act and otherwise in accordance with the requirements
                  of the Sarbanes-Oxley Act and the Exchange Act, including a
                  certification that (A) said consolidated financial statements
                  referred to in the preceding clause (i) do not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading, and (B) such consolidated financial statements
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  Borrower and its Subsidiaries on a consolidated basis as of
                  and for the periods presented in accordance with GAAP
                  consistently applied;

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

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

                           (ii) certifications of each of the chief executive
                  officer and chief financial officer of the Borrower
                  substantially similar in form and substance to the
                  certifications required pursuant to Sections 302 and 906 of
                  the Sarbanes-Oxley Act and the applicable rules under the
                  Exchange Act and otherwise in accordance with the requirements
                  of the Sarbanes-Oxley Act and the Exchange Act, including a
                  certification that (A) said consolidated financial statements
                  referred to in the preceding clause (i) do not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading, and (B) such financial statements fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the Borrower and its
                  Subsidiaries on a consolidated basis as of and for the periods
                  presented in accordance with GAAP consistently applied,
                  subject to normal year-end audit adjustments and the absence
                  of footnotes;

<PAGE>

                                      - 70 -

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer (i)
         certifying as to whether a Default has occurred and, if a Default has
         occurred, specifying the details thereof and any action taken or
         proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Section
         7.06 and 7.09, (iii) identifying in reasonable detail any Dividend
         Payments made by the Borrower or any of its Restricted Subsidiaries
         during the period covered by said financial statements to enable
         Holdings to pay Qualified Holdings Obligations and (iv) stating whether
         any change in GAAP or in the application thereof has occurred since the
         date of the audited financial statements referred to in Section 4.04
         and, if any such change has occurred, specifying the effect of such
         change on the financial statements accompanying such certificate;

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

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

                  (f) promptly upon the mailing thereof to the shareholders of
         the Borrower generally or to the holders of the Senior Subordinated
         Notes, the New Senior Subordinated Notes or New Senior Notes (or any
         Refunding Indebtedness) or Senior Secured Notes generally, copies of
         all financial statements, reports and proxy statements so mailed; and

                  (g) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of this Agreement, as the Administrative Agent or any Lender may
         reasonably request.

<PAGE>

                                      - 71 -

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

                  (a) the occurrence of any Default;

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

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

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

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

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

                  SECTION 6.04. PAYMENT OF OBLIGATIONS. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

                  SECTION 6.05. MAINTENANCE OF PROPERTIES; INSURANCE. The
Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep
and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted, and (b) maintain,
with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar
locations.

<PAGE>

                                      - 72 -

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

                  SECTION 6.07. FISCAL YEAR. To enable the ready and consistent
determination of compliance with the covenants set forth in Section 7 hereof,
the Borrower and its Subsidiaries will not change the last day of their fiscal
year from December 31 of each year, or the last day of the first three fiscal
quarters in each of its fiscal years from March 31, June 30 and September 30,
respectively.

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

                  SECTION 6.09. USE OF PROCEEDS. The proceeds of the Term Loans
and the Revolving Loans will be used only (i) to refinance certain Indebtedness
(including outstanding under the Existing Credit Agreement), (ii) for fees and
expenses related to the transactions referred to in the foregoing clause (i) and
(iii) to provide funds for Acquisitions and for the general corporate purposes
of the Borrower and its Restricted Subsidiaries. The proceeds of the Incremental
Loans will be used only for (i) Acquisitions and (ii) the general corporate
purposes of the Borrower and its Restricted Subsidiaries in the ordinary course
of business. No part of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

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

                  (a) Subsidiary Guarantors. In the event that the Borrower
shall form or cause to be formed or acquire any new Subsidiary (other than an
Unrestricted Subsidiary or an Inactive Subsidiary) after the date hereof, the
Borrower will, and will cause each of its Restricted Subsidiaries to, cause such
new Subsidiary within five Business Days of such formation or acquisition:

<PAGE>

                                      - 73 -

                  (i) to execute and deliver to the Administrative Agent a
         Joinder Agreement (and thereby to become a party to this Agreement, as
         a "Subsidiary Guarantor" hereunder, and to the Pledge Agreement, as a
         "Securing Party" thereunder) and to pledge and grant to the
         Administrative Agent for the benefit of the Lenders hereunder a
         security interest in any property owned by it that is of the type
         included in the definition of "Collateral" under the Pledge Agreement;

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

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

                  Without limiting the generality of the foregoing, the Borrower
shall cause any Subsidiary that becomes a guarantor in respect of any Senior
Subordinated Notes, New Senior Subordinated Notes or New Senior Notes (or in
respect of any Refunding Indebtedness), to immediately become a Subsidiary
Guarantor hereunder in compliance with the provisions of the preceding
paragraph, whether or not such Subsidiary is otherwise required to be a
Subsidiary Guarantor hereunder.

                  (b) Ownership of Restricted Subsidiaries. The Borrower will,
and will cause each of its Restricted Subsidiaries to, take such action from
time to time as shall be necessary to ensure that the percentage of the equity
capital of any class or character owned by it in any Restricted Subsidiary on
the date hereof (or, in the case of any newly formed or newly acquired
Subsidiary, on the date of formation or acquisition) is not at any time
decreased, other than by reason of transfers to the Borrower or another
Restricted Subsidiary. In the event that any additional shares of stock shall be
issued by any Restricted Subsidiary, the respective holder of such shares of
stock shall forthwith deliver to the Administrative Agent pursuant to the Pledge
Agreement the certificates evidencing such shares of stock, accompanied by
undated stock powers executed in blank and to take such other action as the
Administrative Agent shall request to perfect the security interest created
therein pursuant to the Pledge Agreement.

<PAGE>

                                      - 74 -

                                   ARTICLE VII

                               Negative Covenants

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

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

                  (a) Indebtedness created hereunder;

                  (b) Indebtedness in respect of notes issued by the Borrower
         after the date hereof (and any Guarantees of Subsidiaries in respect of
         such Indebtedness) so long as (i) no Default exists at the time of such
         issuance or would result therefrom, (ii) such Indebtedness (and any
         Guarantees of Subsidiaries in respect of such Indebtedness) is
         subordinated upon terms no less favorable (from the standpoint of the
         holders of "Senior Indebtedness" under and as defined in the Senior
         Subordinated Notes Indentures) than the terms of subordination set
         forth in the Senior Subordinated Notes Indentures, (iii) no
         installments of principal of such notes shall be payable (whether by
         sinking fund payments, mandatory redemptions or repurchases or
         otherwise) earlier than the date twelve months after the maturity date
         for Incremental Loans and the Tranche B Loans (without giving effect to
         the last paragraph of Section 2.08(d)), (iv) the covenants, events of
         default and mandatory prepayment requirements (whether by sinking fund
         payments, mandatory redemptions or repurchases or otherwise) of such
         Indebtedness are not more restrictive than the corresponding provisions
         of the Senior Subordinated Notes Indentures, (v) after giving effect to
         the issuance of such notes the Borrower shall be in compliance with
         Section 7.09 (the determination of such compliance to be calculated on
         a pro forma basis as if such notes had been issued as of the first day
         of the period of four fiscal quarters most recently ended prior to the
         date of such issuance), (vi) no Liens are created by the Borrower or
         any Subsidiary to secure such Indebtedness and (vi) the Borrower
         furnishes to the Administrative Agent on the date of such issuance a
         certificate of a Financial Officer demonstrating in reasonable detail
         compliance with the foregoing conditions;

                  (c) Indebtedness in respect of notes issued by the Borrower
         after the date hereof (and any Guarantees of Subsidiaries in respect of
         such Indebtedness) so long as (i) no Default exists at the time of such
         issuance or would result therefrom, (ii) no installments of principal
         of such notes shall be payable (whether by sinking fund payments,
         mandatory redemptions or repurchases or otherwise) earlier than the
         date twelve months after the maturity date for Incremental Loans and
         the Tranche B Loans (without giving

<PAGE>

                                      - 75 -

         effect to the last paragraph of Section 2.08(d)), (iii) the covenants,
         events of default and mandatory prepayment requirements (whether by
         sinking fund payments, mandatory redemptions or repurchases or
         otherwise), of such Indebtedness are not more restrictive on the
         Borrower and its Subsidiaries than the covenants, events of default and
         mandatory prepayment requirements customarily found in notes of similar
         issuers issued under Rule 144A, or in a public offering, as reasonably
         determined by the Administrative Agent and the terms and conditions
         thereof are not inconsistent with the provisions of the Loan Documents
         as determined and by Administrative Agent and do not, in any event,
         impose restrictions such as the imposition of an incurrence test
         (except to the extent that such incurrence test expressly permits the
         incurrence of Indebtedness hereunder up to amount equal to the then
         current aggregate amount of the Commitments), (iv) the aggregate face
         amount of all such notes issued after the date hereof does not exceed
         $200,000,000 at any one time outstanding, (v) after giving effect to
         the issuance of such notes the Borrower shall be in compliance with
         Section 7.09 (the determination of such compliance to be calculated on
         a pro forma basis as if such notes had been issued as of the first day
         of the period of four fiscal quarters most recently ended prior to the
         date of such issuance), (vi) no Liens are created by the Borrower or
         any Subsidiary to secure such Indebtedness and (vii) the Borrower
         furnishes to the Administrative Agent on the date of such issuance a
         certificate of a Financial Officer demonstrating in reasonable detail
         compliance with the foregoing conditions;

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

                  (e) any extension, renewal, refunding or replacement of any
         Indebtedness referred to in paragraph (c) or (d) above, including any
         Guarantees of Subsidiaries in respect of such Indebtedness so long as
         (x) in the case of all such Indebtedness, such extension, renewal,
         refunding or replacement does not increase the principal amount of such
         Indebtedness other than an increase in the principal amount of such
         Indebtedness due to the payment of premiums, fees and costs associated
         with any such extension, renewal, refunding or replacement, (y) in the
         case of any extension, renewal, refunding or replacement of Senior
         Subordinated Notes, such Senior Subordinated Notes, as so extended,
         renewed, refunded or replaced, would have been permitted to be issued
         on the date of such extension, renewal, refunding or replacement under
         paragraph (b) above and (z) in the case of any extension, renewal,
         refunding or replacement of Indebtedness incurred under paragraph (c)
         above, such Indebtedness, as so extended, renewed, refunded or
         replaced, would have been permitted to be issued on the date of such
         extension, renewal, refunding or replacement under paragraph (c) above,
         provided that this clause (e) shall not, after the Closing Date, permit
         any such Indebtedness identified on Schedule 4.13 that is to be paid on
         the Closing Date;

<PAGE>

                                      - 76 -

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

                  (g) Guarantees permitted under Section 7.03;

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

                  (i) additional Indebtedness of the Borrower or any Restricted
         Subsidiary (determined on a consolidated basis without duplication in
         accordance with GAAP) in an aggregate principal amount up to but not
         exceeding $100,000,000 at any one time outstanding.

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

                  (a) Liens created under the Security Documents;

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

                  (c) Liens imposed by any Governmental Authority for taxes,
         assessments or charges not yet due or (in the case of property taxes
         and assessments not exceeding $1,000,000 in the aggregate more than 90
         days overdue) or which are being contested in good faith and by
         appropriate proceedings if adequate reserves with respect thereto are
         maintained on the books of the Borrower or the affected Restricted
         Subsidiaries, as the case may be, in accordance with GAAP;

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens, and vendors' Liens imposed by statute
         or common law not securing the repayment of Indebtedness, arising in
         the ordinary course of business which are not overdue for a period of
         more than 60 days or which are being contested in good faith and by
         appropriate proceedings and Liens securing judgments (including,
         without limitation,

<PAGE>

                                      - 77 -

         pre-judgment attachments) but only to the extent for an amount and for
         a period not resulting in an Event of Default under Section 8(j)
         hereof;

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

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

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

                  (h) additional Liens upon real and/or personal Property
         created after the date hereof provided that the aggregate amount of
         obligations secured thereby shall not exceed $20,000,000;

                  (i) Liens consisting of bankers' liens and rights of setoff,
         in each case, arising by operation of law, and Liens on documents
         presented in letters of credit drawings; and

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

                  SECTION 7.03. CONTINGENT LIABILITIES; SURETY BONDS.

                  (a) Contingent Liabilities. The Borrower will not, and will
not permit any Restricted Subsidiary to, Guarantee the Indebtedness or other
obligations of any Person, or Guarantee the payment of dividends or other
distributions upon the stock of, or the earnings of, any Person, except:

<PAGE>

                                      - 78 -

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

                  (ii) Guarantees by the Borrower of Indebtedness or other
         obligations of any Subsidiary and by any Restricted Subsidiary of
         Indebtedness or other obligations of the Borrower or any other
         Subsidiary, provided that the aggregate amount of such Guarantees by
         the Borrower and its Restricted Subsidiaries of obligations of
         Unrestricted Subsidiaries, together with any Investments permitted
         under Section 7.05(a)(i), shall not exceed $100,000,000;

                  (iii) Guarantees in effect on the date hereof which are
         disclosed in Schedule 7.03, any replacements thereof in amounts not
         exceeding such Guarantees and any additions thereto, provided the
         additions thereto do not exceed $10,000,000 outstanding in the
         aggregate;

                  (iv) Surety Bonds, subject, however, to the limits set forth
         in Section 7.03(b);

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

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

                  (vii) Guarantees permitted under Section 7.01.

                  (b) Surety Bonds. The Borrower shall not, and shall not permit
any Restricted Subsidiary to, create, incur or suffer to exist any obligations
(contingent or otherwise) with respect to any Surety Bonds on behalf of
Affiliates in an aggregate face amount (as to the Borrower and the Restricted
Subsidiaries taken together) exceeding $35,000,000 at any time outstanding.

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

<PAGE>

                                      - 79 -

                  Notwithstanding the foregoing provisions of this Section 7.04:

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

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

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

                  (d) the Borrower or any of its Restricted Subsidiaries may
         sell assets (including, without limitation, capital stock issued by any
         of their respective Subsidiaries) for fair market value provided that
         (i) the aggregate amount of Disposition Investments and other non-cash
         proceeds (valued at the fair market value thereof determined in good
         faith by the Board of Directors of the Borrower) received by the seller
         in the sale of any asset shall not exceed 15% of the total sales price
         for such asset (including (A) the amount of liabilities, if any,
         assumed as a portion of the sales price and (B) the amount of any
         repayment by the seller of the principal of Indebtedness to the extent
         that (X) such Indebtedness is secured by a Lien on such asset and (Y)
         the seller is required by the transferee of (or holder of a Lien on)
         such assets to repay such principal as a condition to the purchase of
         such asset) and (ii) no more than 10% of EBITDA for any fiscal year of
         the Borrower shall be attributable to all such assets so sold in the
         following fiscal year of the Borrower;

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

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

<PAGE>

                                      - 80 -

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

                           (iii) after giving effect to such Acquisition the
                  Borrower shall be in compliance with Section 7.09 (the
                  determination of such compliance to be calculated on a pro
                  forma basis, as at the end of and for the period of four
                  fiscal quarters most recently ended prior to the date of such
                  Acquisition for which financial statements of the Borrower and
                  its Restricted Subsidiaries are available, under the
                  assumption that such Acquisition shall have occurred, and any
                  Indebtedness in connection therewith shall have been incurred,
                  at the beginning of the applicable period, and under the
                  assumption that interest for such period had been equal to the
                  actual weighted average interest rate in effect for the Loans
                  hereunder on the date of such Acquisition) and, in the event
                  that the aggregate amount of expenditures in respect of such
                  Acquisition shall exceed $10,000,000, the Borrower shall have
                  delivered to the Administrative Agent a certificate of a
                  Financial Officer showing calculations in reasonable detail to
                  demonstrate compliance with this subclause (iii); and

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

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

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

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

                  (i) Investments by the Borrower and its Restricted
         Subsidiaries in Subsidiaries and by any Restricted Subsidiary in the
         Borrower (including Guarantees by the Borrower of Indebtedness of any
         Subsidiary and by any Restricted Subsidiary of Indebtedness of the
         Borrower or any other Subsidiary), provided that the aggregate amount
         of any such Investments (including Guarantees) by the Borrower and its
         Restricted Subsidiaries in Unrestricted Subsidiaries after the date
         hereof (net of returns on such Investments after

<PAGE>

                                      - 81 -

         the date hereof) shall not exceed $150,000,000 and no such Investment
         may be made at any time that a Default exists or if a Default would
         result therefrom;

                  (ii) Permitted Investments;

                  (iii) operating deposit accounts with banks;

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

                  (v) Investments consisting of (x) loans made by the Borrower
         to any Special Acquisition Subsidiary (as defined in the Holdings
         Guaranty and Pledge Agreement), so long as (A) such loan is made to
         such Special Acquisition Subsidiary to enable the repayment of
         Indebtedness assumed in connection with the acquisition referred to in
         clause (b) of Article V of the Holdings Guaranty and Pledge Agreement,
         (B) no such loan shall be outstanding for a period of more than five
         Business Days unless, prior to the expiration of such period, such
         Special Acquisition Subsidiary shall have been contributed to the
         Borrower or a Restricted Subsidiary and become a Wholly Owned
         Subsidiary of the Borrower and (C) the aggregate principal amount of
         all such loans outstanding at any one time to all Special Acquisition
         Subsidiaries shall not exceed $100,000,000 and (y) other Investments in
         Affiliates not exceeding $30,000,000 at any one time outstanding;

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

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

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

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

<PAGE>

                                      - 82 -

                  SECTION 7.06. DIVIDEND PAYMENTS. The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, declare or make any
Dividend Payment at any time; provided, however, that the Borrower may declare
and make Dividend Payments in cash (including, without limitation, Dividend
Payments to Affiliates), subject to the satisfaction of each of the following
conditions on the date of such Dividend Payment and after giving effect thereto:

                  (i) no Default shall have occurred and be continuing (except
         Dividend Payments may be made to Holdings in an aggregate amount up to
         $500,000 in any single fiscal year in order to allow Holdings to pay
         dividends on its Series AA Preferred Stock, notwithstanding that a
         Default under Section 8(c) or 8(d) exists, so long as no other Default
         shall have occurred and be continuing); and

                  (ii) the aggregate amount of Dividend Payments made during any
         fiscal year shall not exceed an amount equal to $25,000,000.

                  Notwithstanding the foregoing, (w) the Borrower may make
Dividend Payments consisting of the retirement of employee stock options and
other Equity Rights upon the death, retirement or termination of employment of
officers and employees in an aggregate amount in any fiscal year not exceeding
$3,000,000, so long as at the time thereof and after giving effect thereto, no
Default shall have occurred and be continuing, (x) the Borrower may enter into
Equity Hedging Arrangements, so long as the aggregate maximum contingent or
potential liability thereunder shall not on any date exceed $12,000,000 minus
the aggregate amount in fact paid by the Borrower under all Equity Hedging
Arrangements during the period commencing on the date hereof and ending on such
date, (y) the Borrower may make Dividend Payments in amounts necessary to enable
Holdings to make scheduled payments of interest on the Senior Notes and
Indebtedness permitted under clause (d) of Article V of the Holdings Guaranty
and Pledge Agreement, so long as (A) at the time of such Dividend Payment and
after giving effect thereto no Default shall have occurred and be continuing and
(B) after giving effect to such Dividend Payment, the Borrower would be in pro
forma compliance with the provisions of Section 7.09 (as if such Dividend
Payment had been made on the first date of the relevant period for which each of
the ratios therein referred to is being determined) and (z) the Borrower may
make Dividend Payments to enable Holdings to make payments in respect of
Qualified Holdings Obligations, provided that Dividend Payments pursuant to this
clause (z) may not exceed 5% of the aggregate operating expenses of the Borrower
and its Subsidiaries for any relevant fiscal period.

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

<PAGE>

                                      - 83 -

                  SECTION 7.07. TRANSACTIONS WITH AFFILIATES. Except as
expressly permitted by this Agreement, the Borrower will not, nor will it permit
any of its Restricted Subsidiaries to, directly or indirectly (a) make any
Investment in an Affiliate; (b) transfer, sell, lease, assign or otherwise
dispose of any property to an Affiliate unless such transaction is effected in
the ordinary course of business and the fair market value of such property
transferred, sold, leased, assigned or otherwise disposed of in any transaction
or series of related transactions is less than or equal to $250,000; (c) merge
into or consolidate with an Affiliate, or purchase or acquire property from an
Affiliate unless such purchase or acquisition is effected in the ordinary course
of business, the fair market value of such property purchased or acquired in any
transaction or series of related transactions is less than or equal to $250,000
and the consideration paid in connection therewith does not exceed fair market
value; or (d) enter into any other transaction directly or indirectly with or
for the benefit of an Affiliate (including, without limitation, guarantees and
assumptions of obligations of an Affiliate) unless such transaction is effected
in the ordinary course of business, the goods, services, obligations or other
consideration that is the subject of such transaction has a fair market value
(or other appropriate value determined by reference to similar transactions
conducted on an arms' length basis) less than or equal to $250,000 and the
consideration received (or paid) by the Borrower or the relevant Restricted
Subsidiary, as the case may be, is not less than (if received) or more than (if
paid) the consideration that would be received or paid, as the case may be, in a
comparable transaction effected on an arms' length basis with a Person that is
not an Affiliate; provided that:

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

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

                  (iii) the Borrower and its Restricted Subsidiaries may make
         Acquisitions of Affiliates so long as (x) the consideration paid in
         connection therewith does not exceed fair market value, as determined
         by the disinterested members of the board of directors of the Borrower,
         (y) in the case of Acquisitions involving consideration valued in
         excess of $1,000,000, the Borrower or Restricted Subsidiary, as the
         case may be, shall have delivered a certificate of an independent
         appraiser to such effect and (z) the aggregate amount of consideration
         for all such Acquisitions after the date hereof, when added to the
         outstanding Investments in Affiliates permitted under Section
         7.05(a)(v)(y), does not exceed $30,000,000;

                  (iv) the Borrower and its Restricted Subsidiaries may enter
         into and be obligated with respect to site leases (and renewals and
         extensions thereof) entered into in the ordinary course of business, so
         long as the Affiliates benefiting from such site leases pay (or
         reimburse the Borrower or the Restricted Subsidiaries for) their fair
         share of the

<PAGE>

                                      - 84 -

         expenses thereunder and such site leases are otherwise no less
         favorable to the Borrower and its Restricted Subsidiaries than a
         comparable transaction effected on an arms' length basis with a Person
         that is not an Affiliate; and

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

                  SECTION 7.08. RESTRICTIVE AGREEMENTS. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Restricted Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets, or (b) the ability of any
Restricted Subsidiary to pay dividends or other distributions with respect to
any shares of its capital stock or to make or repay loans or advances to the
Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Restricted Subsidiary; provided that (i) the foregoing
shall not apply to restrictions and conditions imposed by law or by this
Agreement, (ii) the foregoing shall not apply to restrictions and conditions
imposed by the Senior Subordinated Notes Indentures, any New Senior Subordinated
Notes Indenture or any New Senior Notes Indenture (or any applicable governing
agreement for any Refunding Indebtedness), (iii) the foregoing shall not apply
to restrictions and conditions existing on the date hereof identified on
Schedule 7.08 (but shall apply to any extension or renewal of, or any amendment
or modification expanding the scope of, any such restriction or condition), (iv)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Restricted Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Restricted
Subsidiary that is to be sold and such sale is permitted hereunder, (v) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (vi) clause (a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.

<PAGE>

                                      - 85 -

                  SECTION 7.09. CERTAIN FINANCIAL COVENANTS.

                  (a) Total Debt Ratio. The Borrower will not permit the Total
Debt Ratio at any time during any period below to exceed the ratio set opposite
such period below:

<TABLE>
<CAPTION>
            Period                                              Ratio
            ------                                              -----
<S>                                                           <C>
From the Effective Date
  through December 30, 2004                                   6.00 to 1

From December 31, 2004
  and at all times thereafter                                 5.75 to 1
</TABLE>

                  (b) Senior Debt Ratio. The Borrower will not permit the Senior
Debt Ratio at any time during the period below to exceed the ratio set opposite
such period below:

<TABLE>
<CAPTION>
            Period                                              Ratio
            ------                                              -----
<S>                                                           <C>
From the Effective Date
  through December 30, 2004                                   4.00 to 1

From December 31, 2004
  and at all times thereafter                                 3.75 to 1
</TABLE>

                  (c) Interest Coverage Ratio. The Borrower will not permit the
Interest Coverage Ratio as at the last day of any fiscal quarter to be less than
2.25 to 1.

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

                  SECTION 7.10. LINES OF BUSINESS. Neither the Borrower nor any
of its Subsidiaries shall engage to any substantial extent in any line or lines
of business activity which would cause earnings from outdoor advertising,
out-of-home media, logo signage and other activities reasonably ancillary
thereto to constitute less than 80% of EBITDA for any period.

                  SECTION 7.11. REPAYMENTS OF CERTAIN INDEBTEDNESS. Except as
permitted by Section 7.01(e), the Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other analogous
fund for the purchase, redemption, retirement or other acquisition of, or make
any voluntary payment or prepayment of the principal of or interest on, or any
other amount owing in respect of, any Subordinated Indebtedness, any
Indebtedness issued under Section 7.01(c) or any Refunding Indebtedness (herein,
"Restricted Indebtedness"), except for (i) regularly scheduled payments or
prepayments of principal and interest in respect

<PAGE>

                                      - 86 -

thereof required pursuant to the instruments evidencing such Restricted
Indebtedness, (ii) payments or prepayments made from the proceeds of Refunding
Indebtedness so long as (x) notice of redemption, payment or prepayment of the
Indebtedness to be paid shall have been given to the holders thereof and (y) the
proceeds of such Refunding Indebtedness shall have been deposited into escrow
with irrevocable instructions to the escrow agent to apply such proceeds to the
redemption of, or repurchase of, such Indebtedness to be paid and (iii)
additional payments or prepayments applied to the redemption (or repurchase and
immediate cancellation) of Restricted Indebtedness, so long as at the time
thereof and after giving effect thereto, (x) no Default shall have occurred and
be continuing and (y) the aggregate amount of such payments made after the date
hereof shall not exceed $100,000,000.

                  SECTION 7.12. MODIFICATIONS OF CERTAIN DOCUMENTS. The Borrower
will not, and will not permit any of its Restricted Subsidiaries to, consent to
any modification, supplement or waiver of any of the documents or agreements
evidencing or governing any Senior Subordinated Notes or (after the issuance
thereof in accordance with the requirements of Section 7.01(b) or (c), as
applicable) any New Senior Subordinated Notes or New Senior Notes without the
prior consent of the Required Lenders, provided that, subject to the last
paragraph of Section 6.10(a), the Borrower may supplement the Senior
Subordinated Notes Indentures, the New Senior Subordinated Notes Indentures or
the New Senior Notes Indentures in order to add or delete Subsidiaries as
guarantors thereunder as required or permitted by the terms thereof without the
prior consent of the Required Lenders. Without limiting the generality of the
foregoing, except for Guarantees by Restricted Subsidiaries of the Borrower
required by the Senior Subordinated Notes Indentures, the New Senior
Subordinated Notes Indentures or the New Senior Notes Indentures, as the case
may be, the Borrower will not permit any Restricted Subsidiary to Guarantee any
other Subordinated Indebtedness without the prior consent of the Required
Lenders.

                                  ARTICLE VIII

                                Events of Default

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

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

                  (b) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in or in connection with this Agreement,
         any of the other Basic Documents or any amendment or modification
         hereof or thereof, or in any report, certificate, financial statement
         or other document furnished pursuant to or in connection with this
         Agreement, any of the other Basic Documents or any amendment or
         modification hereof

<PAGE>

                                      - 87 -

         or thereof shall prove to have been incorrect when made or deemed made
         in any material respect;

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

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

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

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

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

                  (h) the Borrower or any of its Restricted Subsidiaries shall
         (i) voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a

<PAGE>

                                      - 88 -

         timely and appropriate manner, any proceeding or petition described in
         clause (g) of this Article, (iii) apply for or consent to the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any of its
         Restricted Subsidiaries or for a substantial part of the assets of any
         of them, (iv) file an answer admitting the material allegations of a
         petition filed against it in any such proceeding, (v) make a general
         assignment for the benefit of creditors or (vi) take any action for the
         purpose of effecting any of the foregoing;

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

                  (j) a final judgment or judgments for the payment of money in
         excess of $4,000,000 in the aggregate for the Borrower and its
         Restricted Subsidiaries (exclusive of judgment amounts fully covered by
         insurance where the insurer has admitted liability in respect of such
         judgment) or in excess of $25,000,000 in the aggregate for the Borrower
         and its Restricted Subsidiaries (regardless of insurance coverage)
         shall be rendered by one or more courts, administrative tribunals or
         other bodies having jurisdiction against the Borrower or any of its
         Restricted Subsidiaries and the same shall not be discharged (or
         provision shall not be made for such discharge), or a stay of execution
         thereof shall not be procured, within 60 days from the date of entry
         thereof and the Borrower or the relevant Restricted Subsidiary shall
         not, within said period of 60 days, or such longer period during which
         execution of the same shall have been stayed, appeal therefrom and
         cause the execution thereof to be stayed during such appeal;

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

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

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

<PAGE>

                                      - 89 -

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

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

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

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

                  (n) Any of the following shall occur: (i) the Liens created by
         the Pledge Agreement or the Holdings Guaranty and Pledge Agreement
         shall at any time (other than by reason of the Administrative Agent
         relinquishing possession of certificates evidencing shares of stock of
         Subsidiaries pledged thereunder) cease to constitute valid and
         perfected Liens on the Collateral (as defined therein) intended to be
         covered thereby; (ii) except for expiration in accordance with its
         terms, the Pledge Agreement or Holdings Guaranty and Pledge Agreement
         shall for whatever reason be terminated, or shall cease to be in full
         force and effect; or (iii) the enforceability of the Pledge Agreement
         or Holdings Guaranty and Pledge Agreement shall be contested by any
         Credit Party party thereto; or

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

then, and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i)

<PAGE>

                                      - 90 -

terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in
clause (g) or (h) of this Article, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.

                                   ARTICLE IX

                            The Administrative Agent

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

                  JPMCB shall have the same rights and powers in its capacity as
a Lender hereunder as any other Lender and may exercise the same as though JPMCB
were not the Administrative Agent, and JPMCB and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
any Credit Party or any Subsidiary or other Affiliate of any thereof as if it
were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in this Agreement and the other
Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by this Agreement and the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders, and (c) except as expressly set forth herein and in the other
Loan Documents, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to
any Credit Party or any of their respective Subsidiaries that is communicated to
or obtained by JPMCB or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or

<PAGE>

                                      - 91 -

not taken by it with the consent or at the request of the Required Lenders or,
if provided herein, with the consent or at the request of the Required Revolving
Credit Lenders, the Required Tranche A Lenders, Required Tranche B Lenders or
the Required Incremental Loan Lenders, or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall not be deemed
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or the other Loan Documents, (ii) the contents of
any certificate, report or other document delivered hereunder or under any of
the other Loan Documents or in connection herewith of therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or in any other Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, the other Loan
Documents or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                  The Administrative Agent shall not, except to the extent
expressly instructed by the Required Lenders with respect to collateral security
under the Security Documents, be required to initiate or conduct any litigation
or collection proceedings hereunder or under any other Loan Document.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all of its
duties, and exercise its rights and powers, by or through any one or more
sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all its duties and exercise its rights
and powers through its Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
its activities in connection with the syndication of the credit facilities
provided for herein as well as activities as the Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent, as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the

<PAGE>

                                      - 92 -

Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor Administrative Agent. If no successor shall have been so
appointed and shall have accepted such appointment within 30 days after such
retiring Administrative Agent gives notice of its resignation, then such
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Lender, appoint a successor Administrative Agent, which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent, by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents. The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After an Administrative Agent's resignation hereunder, the provisions of this
Article and Section 10.03 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as
Administrative Agent.

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

                                    ARTICLE X

                                  Miscellaneous

                  SECTION 10.01.  NOTICES.

                  (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

                  (i) if to the Borrower, to it at 5551 Corporate Boulevard,
         Baton Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No.
         (504) 923-0658);

                  (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, New York,
         New York 10081, Attention of

<PAGE>

                                      - 93 -

         Gloria Javier (Telecopy No. (212) 552-5700), with a copy to JPMorgan
         Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of
         Linda Wisnieski (Telecopy No (212) 270-4164); and

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

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

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

                  SECTION 10.02. WAIVERS; AMENDMENTS.

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

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

<PAGE>

                                      - 94 -

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

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

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

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

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

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

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

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

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

<PAGE>

                                      - 95 -

                  (c) Pledge Agreements. Neither the Pledge Agreement or the
Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Credit Parties party thereto, and by the Administrative
Agent with the consent of the Required Lenders, provided that, without the prior
consent of each Lender, the Administrative Agent shall not (except as provided
herein or in the Pledge Agreement) release all or any substantial part of the
collateral or otherwise terminate all or any substantial part of the Liens under
the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, agree to
additional obligations being secured by all or any substantial part of such
collateral (unless the Lien for such additional obligations shall be junior to
the Lien in favor of the other obligations secured by the Pledge Agreement or
the Holdings Guaranty and Pledge Agreement, in which event the Administrative
Agent may consent to such junior Lien provided that it obtains the consent of
the Required Lenders thereto), alter the relative priorities of the obligations
entitled to the benefits of the Liens created under the Pledge Agreement or the
Holdings Guaranty and Pledge Agreement with respect to all or any substantial
part of such collateral, except that no such consent shall be required, and the
Administrative Agent is hereby authorized, to release any Lien covering property
that is the subject of either a disposition of property permitted hereunder or a
disposition to which the Required Lenders have consented. Nothing in this
Section 10.02(c) shall be deemed to limit the provisions of Section 10.12.

                  SECTION 10.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.

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

<PAGE>

                                      - 96 -

or the Issuing Lender, as the case may be, in which case such Lender or the
Issuing Lender shall be paid, or reimbursed for payment of, the fees, charges
and disbursements of such separate counsel, and (iv) all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any of the
other Loan Documents or any other document referred to herein or therein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated by any Security Document or any other document referred to therein.

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

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

<PAGE>

                                      - 97 -

applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Issuing Lender in its capacity as such.

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

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

                  SECTION 10.04.  SUCCESSORS AND ASSIGNS.

                  (a) Successors Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Lender that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Lender that issues any Letter of
Credit), Participants (to the extent provided in paragraph (c) of this Section)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the Issuing Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) Assignments by Lenders.

                  (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior consent (such
consent not to be unreasonably withheld) of the Borrower and the Administrative
Agent, provided that (x) no such consent shall be required for an assignment of
a Revolving Credit Commitment, Revolving Credit Loan or LC Exposure by a
Revolving Credit Lender to an assignee that was a Revolving Credit Lender prior
to the completion of such assignment, (y) no such consent shall be required for
an assignment of Term Loans or Incremental Loans by any Lender to any other
Lender that was a Lender prior to the completion

<PAGE>

                                      - 98 -

of such assignment, an Affiliate of such a Lender or an Approved Fund and (z) no
such consent of the Borrower shall be required for an assignment to any
assignee, if an Event of Default under clause (a), (e), (g) or (h) of Article
VIII has occurred and is continuing.

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

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

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

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

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

                  (iii) Subject to acceptance and recording pursuant to
paragraph (iv) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 10.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph (b) shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

<PAGE>

                                      - 99 -

                  (iv) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent,
the Issuing Lender and the Lenders may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, the Issuing Lender and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

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

                  (c) Participations.

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

<PAGE>

                                      - 100 -

                  (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.13 or 2.15 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.15(e) as though it were a Lender.

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

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

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

<PAGE>

                                      - 101 -

hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

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

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

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

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

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

<PAGE>

                                      - 102 -

otherwise have to bring any action or proceeding relating to this Agreement
against any Obligor or its properties in the courts of any jurisdiction.

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

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

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

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

                  SECTION 10.12. RELEASE OF COLLATERAL AND GUARANTEES. The
Administrative Agent and the Lenders agree that if all of the capital stock of
any Subsidiary that is owned by the Borrower and its Subsidiaries is sold to any
Person as permitted by the terms of this Agreement and the Pledge Agreement, or
if any Subsidiary is merged or consolidated with or into any other Person as
permitted by the terms of this Agreement and such Subsidiary is not the
continuing or surviving corporation, or if any Restricted Subsidiary is
designated as an Unrestricted Subsidiary in accordance with the requirements of
Section 1.05, the Administrative Agent shall, upon request of the Borrower (and
upon the receipt by the Administrative Agent of such evidence as the
Administrative Agent or any Lender may reasonably request to establish that such
sale, merger, consolidation or designation is permitted by the terms of this
Agreement),

<PAGE>

                                      - 103 -

terminate the Guarantee of such Subsidiary under Article III and authorize the
Administrative Agent to release the Lien created by the Pledge Agreement on any
capital stock of such Subsidiary (it being understood that, in the case of any
release of the Guarantee or capital stock of a Restricted Subsidiary that is to
be designated as an Unrestricted Subsidiary, the Administrative Agent may
condition the effectiveness of such release upon the delivery to the respective
trustees under the Senior Subordinated Notes Indentures, New Senior Subordinated
Notes Indentures and New Senior Notes Indentures (or agreement relating to any
Refunding Indebtedness) of the documents required pursuant thereto to effect the
release of such Restricted Subsidiary from its Guarantee thereunder).

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

                  SECTION 10.14. EXISTING CREDIT AGREEMENT. Anything in this
Agreement to the contrary notwithstanding, the provisions of Article VII shall
not be construed to prohibit any action that may not, under Section 7.08 of the
Existing Credit Agreement, be prohibited without the consent of the "Required
Lenders" thereunder, it being understood that nothing in this Section 10.14
shall be deemed to affect the requirement set forth in Section 5.03(v) that, as
a condition to the initial extension of credit hereunder, no Default have
occurred and be continuing.

                  SECTION 10.15. DELIVERY OF LENDER ADDENDA. Each initial Lender
shall become a party to this Agreement by delivering to the Administrative Agent
a Lender Addendum duly executed by such Lender and the Borrower and, by
executing its Lender Addendum, each such Lender agrees to be bound by the
provisions hereof with the Commitments set forth opposite its name in such
Lender Addendum.

<PAGE>

                                      - 104 -

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

                                   LAMAR MEDIA CORP.

                                   By: /s/ Keith A. Istre
                                       -----------------------------------------
                                       Title: Chief Financial Officer

<PAGE>

                                      - 105 -

                                            SUBSIDIARY GUARANTORS

                                  LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                                  LAMAR TEXAS GENERAL PARTNER, INC.
                                  TLC PROPERTIES, INC.
                                  TLC PROPERTIES II, INC.
                                  LAMAR PENSACOLA TRANSIT, INC.
                                  LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                  NEBRASKA LOGOS, INC.
                                  OHIO LOGOS, INC.
                                  UTAH LOGOS, INC.
                                  SOUTH CAROLINA LOGOS, INC.
                                  MINNESOTA LOGOS, INC.
                                  MICHIGAN LOGOS, INC.
                                  FLORIDA LOGOS, INC.
                                  NEVADA LOGOS, INC.
                                  TENNESSEE LOGOS, INC.
                                  KANSAS LOGOS, INC.
                                  COLORADO LOGOS, INC.
                                  NEW MEXICO LOGOS, INC.
                                  CANADIAN TODS LIMITED
                                  LAMAR ADVERTISING OF MICHIGAN, INC.
                                  LAMAR ELECTRICAL, INC.
                                  AMERICAN SIGNS, INC.
                                  LAMAR OCI NORTH CORPORATION, successor to
                                    Lamar Aztec, Inc.
                                  LAMAR OCI SOUTH CORPORATION
                                  LAMAR ADVERTISING OF KENTUCKY, INC.
                                  LAMAR FLORIDA, INC.
                                  LAMAR ADVERTISING OF IOWA, INC.
                                  LAMAR ADVAN, INC.
                                  LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                  LAMAR CENTRAL OUTDOOR, INC., formerly known
                                    as Lamar Advertising of Texas, Inc. and
                                    successor to Dowling Company Incorporated,
                                    Lamar Martin Corporation, Lamar MW Sign
                                    Corporation, Lamar Nevada Sign Corporation,
                                    Lamar Outdoor Corporation, Lamar Whiteco
                                    Outdoor Corporation, Lamar Springfield,
                                    Inc., Lamar West, L.P., Lindsay Outdoor
                                    Advertising, Inc., Scenic Marketing &
                                    Consulting, Inc., McCloskey

<PAGE>

                                      - 106 -

                         Outdoor Advertising, Inc. and Lamar G&H Outdoor
                         Advertising, L.L.C.
                        LAMAR ADVANTAGE HOLDING COMPANY,
                         successor to Superior Outdoor Advertising, Inc., Custom
                         Leasing & Realty, Inc., and Arkansas Outdoor
                         Advertising Co., Inc.
                        LAMAR OHIO OUTDOOR HOLDING CORP.
                        LAMAR BENCHES, INC.
                        LAMAR I-40 WEST, INC.
                        LAMAR ADVERTISING OF OKLAHOMA, INC.
                        LAMAR OKLAHOMA HOLDING
                         COMPANY, INC.
                        HARDIN DEVELOPMENT CORPORATION
                        PARSONS DEVELOPMENT COMPANY
                        REVOLUTION OUTDOOR ADVERTISING,
                         INC.
                        OUTDOOR MARKETING SYSTEMS, INC.
                        LAMAR ADVERTISING SOUTHWEST, INC.
                        LAMAR DOA TENNESSEE HOLDINGS, INC.
                        LAMAR DOA TENNESSEE, INC.
                        TRANS WEST OUTDOOR ADVERTISING, INC.
                        LAMAR PINNACLE ACQUISITION CO.

                        By:   /s/ Keith A. Istre
                            -----------------------------------
                              Keith A. Istre
                              Vice President -Finance and
                              Chief Financial Officer

                        MISSOURI LOGOS, LLC, formerly known as Lamar
                         Missouri, LLC and successor to Missouri Logos, Inc.
                        KENTUCKY LOGOS, LLC, formerly known as Lamar
                         Kentucky, LLC and successor to Kentucky Logos, Inc.
                        OKLAHOMA LOGOS, L.L.C., successor to Oklahoma
                         Logo Signs, Inc.
                        MISSISSIPPI LOGOS, L.LC., successor to Mississippi
                         Logos, Inc.
                        DELAWARE LOGOS, L.L.C.
                        NEW JERSEY LOGOS, L.L.C., successor to New Jersey
                         Logos, Inc.

<PAGE>

                                      - 107 -

                        GEORGIA LOGOS, L.L.C., formerly known as Georgia
                         Logos, Inc.
                        VIRGINIA LOGOS, LLC, successor to Virginia Logos,
                         Inc.
                        MAINE LOGOS, L.L.C.
                        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
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

<PAGE>

                                      - 108 -

                        INTERSTATE LOGOS, L.L.C., successor to Interstate
                         Logos, Inc.
                        THE LAMAR COMPANY, L.L.C., successor to Lamar
                         Advertising of Alabama, Inc., Lamar Advertising of
                         Ashland, Inc., Lamar Advertising of Greenville, Inc.,
                         Lamar Advertising of Jackson, Inc., Lamar Advertising
                         of Joplin, Inc., Lamar Advertising of Mobile, Inc.,
                         Lamar Advertising of Missouri, Inc., Lamar Advertising
                         of South Georgia, Inc., Lamar Advertising of South
                         Mississippi, Inc., Lamar Robinson, Inc., South Dakota
                         Advertising, Inc., The Lamar Corporation, Lamar
                         Bellows Outdoor Advertising, Inc., Lamar Hardy
                         Outdoor Advertising, Inc., Able Outdoor, Inc., Lamar
                         KYO, Inc., Lamar Advertising of Macon, L.L.C.,
                         Outdoor West, Inc. of Tennessee and Outdoor West, Inc.
                         of Georgia

                        By: Lamar Media Corp.,
                        Its: Managing Member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

<PAGE>

                                      - 109 -

                        LAMAR ADVERTISING OF PENN, LLC, successor to
                        Lamar Advertising of Penn, Inc.

                        LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                        LAMAR TENNESSEE, L.L.C., successor to Lamar
                         Advertising of Roland, Inc.
                        LAMAR AIR, 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
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

                        LAMAR TEXAS LIMITED PARTNERSHIP, successor to
                         Lamar Advertising of Huntington-Bridgeport, Inc.,
                         Lamar Advertising of West Virginia, Inc., and Lamar
                         Ember, Inc.

                        By: Lamar Texas General Partner, Inc.
                        Its: General Partner

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

<PAGE>

                                      - 110 -

                        TLC PROPERTIES, L.L.C.

                        By: TLC Properties, Inc.
                        Its: Managing Member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

                        OUTDOOR PROMOTIONS WEST, LLC
                        TRANSIT AMERICA LAS VEGAS, L.L.C.
                        LAMAR TRANSIT ADVERTISING OF NEW
                         ORLEANS, LLC, successor to Triumph Outdoor
                         Louisiana, LLC
                        TRIUMPH OUTDOOR RHODE ISLAND, LLC

                        By: Triumph Outdoor Holdings, LLC
                        Its: Managing Member
                        By: Lamar Central Outdoor, Inc.
                        Its: Managing Member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

<PAGE>

                                      - 111 -

                        LAMAR ADVANTAGE GP COMPANY, LLC

                        LAMAR ADVANTAGE LP COMPANY, LLC, successor
                         to Lamar Wright Poster Corp.
                        TRIUMPH OUTDOOR HOLDINGS, LLC

                        By: Lamar Central Outdoor, Inc.
                        Its: Managing Member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President - Finance and
                              Chief Financial Officer

                        LAMAR ADVANTAGE OUTDOOR
                         COMPANY, L.P.

                        By: Lamar Advantage GP Company, LLC
                        Its: General Partner
                        By: Lamar Central Outdoor, Inc.
                        Its: Managing Member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President-Finance and
                              Chief Financial Officer

<PAGE>

                                      - 112 -

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

                        By: Lamar Advertising of Youngstown, Inc.
                        Its: Managing Member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President-Finance and
                              Chief Financial Officer

                        TEXAS LOGOS, L.P., formerly known as Texas Logos,
                         Inc.

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

                              Keith A. Istre
                              Vice President-Finance and
                              Chief Financial Officer

                        OUTDOOR MARKETING SYSTEMS, L.L.C.

                        By: Outdoor Marketing Systems, Inc.
                        Its: Managing member

                        By:   /s/ Keith A. Istre
                            -----------------------------------

                              Keith A. Istre
                              Vice President-Finance and
                              Chief Financial Officer

<PAGE>

                                      - 113 -

                        ADMINISTRATIVE AGENT

                        JPMORGAN CHASE BANK, as Administrative Agent

                        By: /s/ Gary L. Spevak
                            _______________________________________
                            Name:  Gary L. Spevak
                            Title: Vice President

<PAGE>

                                  Schedule 4.06

                                Disclosed Matters

Section 4.06(a)

A Restricted Subsidiary was sued in Dayton, Ohio for damages resulting from
cutting trees on property that did not belong to the Subsidiary's lessor. After
trial the jury awarded compensatory damages of $32,000 and punitive damages of
$2,245,105 and attorney's fees. The Subsidiary has filed motions which are
currently pending for judgment notwithstanding the verdict, a new trial and
remittiur as to the punitive damage award. If the motions are denied, an appeal
from the punitive damages verdict will be taken.

Section 4.06(b). None

                        Schedule 4.06 to Credit Agreement

<PAGE>

                                  Schedule 4.11

                             Supplemental Disclosure

None.

                        Schedule 4.11 to Credit Agreement

<PAGE>

                                Schedule 4.13(a)

                        Indebtedness Exceeding $1,000,000

<TABLE>
<CAPTION>
                                                                                                  PRINCIPAL
MAKER AND PAYEE                                                                                    BALANCES
---------------                                                                                   ---------
<S>                                                                                              <C>
LAMAR CENTRAL OUTDOOR, INC.

   MC Partners                                                                                   $  2,100,000

   Seiler, Inc and Seiler, L.L.C.                                                                $  1,128,000

LAMAR MEDIA CORP

   + 8% Unsecured Subordinated Notes Due 2006                                                    $  6,999,522

   * 11% Senior Secured Notes Due May 15, 2003
     Pursuant to Indenture dated as of May 15, 1993                                              $  1,172,000

   * State Street Bank and Trust Company as Trustee
     8 5/8% Senior Subordinated Notes Due 2007
     Pursuant to Indenture dated as of September 1997                                            $199,251,584

   * JPMorgan/Chase Bank, as Administrative Agent
     Credit Agreement dated August 13, 1999
</TABLE>

                        Schedule 4.13 to Credit Agreement

<PAGE>

<TABLE>
<S>                                                                                              <C>
              Revolver Commitment $400,000,000
              Term Facility Utilization                                                          $757,000,000

              Incremental Facility Utilization                                                   $218,500,000

   * Wachovia Bank of Delaware National Association as Trustee,
     7.25% Senior Subordinated Notes due 2013, pursuant to
     Indenture dated as of December 23, 2002                                                     $260,000,000

   Deferred Compensation Liability under a Rabbi Trust                                           $  6,063,968
</TABLE>

+ Guaranteed by operation of law by The Lamar Company, L.L.C., a Restricted
  Subsidiary.

* Guaranteed by all Restricted Subsidiaries of Borrower.

                        Schedule 4.13 to Credit Agreement

<PAGE>

                                Schedule 4.13(b)

                                      Liens

             Securing Indebtedness Equaling or Exceeding $1,000,000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
            MAKER AND PAYEE                               COLLATERAL                 BALANCES
            ---------------                               ----------                 --------
<S>                                                 <C>                           <C>
LAMAR MEDIA CORP.

   Deposits with CNA to support current                     Cash                   $  1,573,915
   Master Insurance Agreement

   Rights of Offset on Operating Accounts:                 Offset                     Varies
   Primarily in Bank One
                                                           Rights

   The Chase Manhattan Bank as                      Equity Interests of
   Administrative Agent, Credit Agreement
   dated August 19, 1999                                 Restricted

      Revolver Commitment $1,000,000,000                Subsidiaries

      Term Facility Utilization                                                    $        -0-

      Incremental Facility Utilization                                             $757,000,000

                                                                                   $218,500,000

THE LAMAR COMPANY, L.L.C.

   Vivid, Inc., Lessors                                  Billboards               Secures ongoing
                                                                                  obligations to
                                                                                  lessors under
                                                                                  billboard site
                                                                                  leases
</TABLE>

                        Schedule 4.13 to Credit Agreement

<PAGE>

                                  Schedule 4.14

                    Subsidiaries of Lamar Media Corp. ("LMC")

1.       Lamar Advertising Company
         (i)      Delaware
         (ii)     Parent

2.       Lamar Media Corp.
         (i)      Delaware
         (ii)     Lamar Advertising Company
         (iii)    100% common stock

3.       Interstate Logos, L.L.C.
         (i)      Louisiana
         (ii)     Lamar Media Corp.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

4.       Lamar Advertising of Colorado Springs, Inc.
         (i)      Colorado
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

5.       Lamar Texas General Partner, Inc.
         (i)      Louisiana
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

6.       TLC Properties, Inc.
         (i)      Louisiana
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

7.       TLC Properties II, Inc.
         (i)      Texas
         (ii)     The Lamar Company, L.L.C.

                        Schedule 4.14 to Credit Agreement

<PAGE>

         (iii)    100% common stock
         (v)      Restricted Subsidiary

8.       Lamar Pensacola Transit, Inc.
         (i)      Florida
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

9.       Lamar Advertising of Youngstown, Inc.
         (i)      Delaware
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

10.      Nebraska Logos, Inc.
         (i)      Nebraska
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

11.      Missouri Logos, LLC
         (i)      Missouri
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

12.      Ohio Logos, Inc.
         (i)      Ohio
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

13.      Utah Logos, Inc.
         (i)      Utah
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

14.      Texas Logos, L.P.
         (i)      Texas
         (ii)     Interstate Logos, L.L.C. - 99% partnership interest and
                  Limited Partner
                  Oklahoma Logos, L.L.C.- 1% partnership interest and General
                  Partner
         (iv)     Restricted Subsidiary

                        Schedule 4.14 to Credit Agreement

<PAGE>

15.      Mississippi Logos, L.L.C.
         (i)      Mississippi
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

16.      Georgia Logos, L.L.C.
         (i)      Georgia
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

17.      South Carolina Logos, Inc.
         (i)      South Carolina
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

18.      Virginia Logos, LLC
         (i)      Virginia
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

19.      Minnesota Logos, Inc.
         (i)      Minnesota
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

20.      Michigan Logos, Inc.
         (i)      Michigan
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

21.      New Jersey Logos, L.L.C.
         (i)      New Jersey
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

22.      Florida Logos, Inc.

                        Schedule 4.14 to Credit Agreement

<PAGE>

         (i)      Florida
         (ii)     80% common stock - Lamar Advertising of Penn, LLC
         (iii)    20% common stock - Interstate Logos, L.L.C.
         (iv)     Restricted Subsidiary

23.      Kentucky Logos, LLC
         (i)      Kentucky
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

24.      Nevada Logos, Inc.
         (i)      Nevada
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

25.      Tennessee Logos, Inc.
         (i)      Tennessee
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

26.      Kansas Logos, Inc.
         (i)      Kansas
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

27.      Colorado Logos, Inc.
         (i)      Colorado
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

28.      Lamar Advertising of Penn, LLC
         (i)      Delaware
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

29.      Lamar Advertising of Michigan, Inc.
         (i)      Michigan
         (ii)     The Lamar Company, L.L.C.

                        Schedule 7.02 to Credit Agreement

<PAGE>

         (iii)    100% common stock
         (iv)     Restricted Subsidiary

30.      Lamar Electrical, Inc.
         (i)      Louisiana
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

31.      Lamar Advertising of South Dakota, Inc.
         (i)      South Dakota
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

32.      American Signs, Inc.
         (i)      Washington
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

33.      Lamar OCI North Corporation
         (i)      Delaware
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

34.      Lamar OCI South Corporation
         (i)      Mississippi
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

35.      Lamar Advertising of Kentucky, Inc.
         (i)      Kentucky
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

36.      Lamar Texas Limited Partnership
         (i)      Texas
         (ii)     Lamar Advertising of Penn, LLC - 99% of the partnership
                  interest and Limited Partner

                        Schedule 7.02 to Credit Agreement

<PAGE>

         (iii)    Lamar Texas General Partner, Inc. - 1% of the partnership
                  interest and General Partner
         (iv)     Restricted Subsidiary

37.      Lamar Tennessee, L.L.C.
         (i)      Tennessee
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% of membership interest
         (iv)     Restricted Subsidiary

38.      Lamar Air, L.L.C.
         (i)      Louisiana
         (ii)     The Lamar Company, L.L.C. - 90% membership interest
                  Interstate Logos, L.L.C. - 10% membership interest
         (iii)    Restricted Subsidiary

38.      TLC Properties, L.L.C.
         (i)      Louisiana
         (ii)     TLC Properties, Inc.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

39.      Canadian TODS Limited
         (i)      Nova Scotia, Canada
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% Common Stock
         (iv)     Restricted Subsidiary

40.      New Mexico Logos, Inc.
         (i)      New Mexico
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

41.      Delaware Logos, L.L.C.
         (i)      Delaware
         (ii)     Interstate Logos, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

42.      Hardin Development Corporation
         (i)      Florida
         (ii)     Revolution Outdoor Advertising, Inc.

                        Schedule 7.02 to Credit Agreement

<PAGE>

         (iii)    100% common stock
         (iv)     Restricted Subsidiary

43.      Outdoor Promotions West, LLC
         (i)      Delaware
         (ii)     Triumph Outdoor Holdings, LLC
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

44.      Parsons Development Company
         (i)      Florida
         (ii)     Revolution Outdoor Advertising, Inc.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

45.      Revolution Outdoor Advertising, Inc.
         (i)      Florida
         (ii)     Lamar Central Outdoor, Inc.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

46.      Transit America Las Vegas, L.L.C.
         (i)      Delaware
         (ii)     Triumph Outdoor Holdings, LLC
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

47.      Triumph Outdoor Holdings, LLC
         (i)      Delaware
         (ii)     Lamar Central Outdoor, Inc.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

48.      Lamar Transit Advertising of New Orleans, LLC
         (i)      Delaware
         (ii)     Triumph Outdoor Holdings, LLC
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

49.      Triumph Outdoor Rhode Island, LLC
         (i)      Delaware
         (ii)     Triumph Outdoor Holdings, LLC
         (iii)    100% membership interest

                        Schedule 7.02 to Credit Agreement

<PAGE>

         (iv)     Restricted Subsidiary

50.      The Lamar Company, L.L.C.
         (i)      Louisiana
         (ii)     Lamar Media Corp.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

51.      Lamar Advertising of Louisiana, L.L.C.
         (i)      Louisiana
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

52.      Lamar Florida, Inc.
         (i)      Florida
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

53.      Lamar Advan, Inc.
         (i)      Pennsylvania
         (ii)     Lamar Advertising of Penn, LLC
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

54.      Lamar Advertising of Iowa, Inc.
         (i)      Iowa
         (ii)     The Lamar Company, L.L.C.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

55.      Lamar T.T.R., L.L.C.
         (i)      Arizona
         (ii)     Lamar Advertising of Youngstown, Inc.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

56.      Lamar Central Outdoor, Inc.
         (i)      Delaware
         (ii)     Lamar Media Corp.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

                        Schedule 7.02 to Credit Agreement

<PAGE>

57.      Lamar Advantage GP Company, LLC
         (i)      Delaware
         (ii)     Lamar Central Outdoor, Inc.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

58.      Lamar Advantage LP Company, LLC
         (i)      Delaware
         (ii)     Lamar Central Outdoor, Inc.
         (iii)    100% membership interest
         (iv)     Restricted Subsidiary

59.      Lamar Advantage Outdoor Company, L.P.
         (i)      Delaware
         (ii)     Lamar Advantage LP Company, LLC
         (iii)    99.9% limited partnership interest
         (iv)       .1% of general partnership interest
         (v)      Restricted Subsidiary

60.      Lamar Advantage Holding Company
         (i)      Delaware
         (ii)     Lamar Advantage Outdoor Holding, L.P.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

61.      Lamar Oklahoma Holding Company, Inc.
         (i)      Oklahoma
         (ii)     Lamar Media Corp.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

62.      Lamar Advertising of Oklahoma, Inc.
         (i)      Oklahoma
         (ii)     Lamar Oklahoma Holding Company, Inc.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary

63.      Lamar Benches, Inc.
         (i)      Oklahoma
         (ii)     Lamar Advertising of Oklahoma, Inc.
         (iii)    100% common stock
         (iv)     Restricted Subsidiary
         (v)      Lamar I-40 West, Inc.
                  a.       Oklahoma

                        Schedule 7.02 to Credit Agreement

<PAGE>

                  b.       Lamar Oklahoma Holding Company, Inc.
                  c.       100% common stock
                  d.       Restricted Subsidiary

64.      Oklahoma Logos, L.L.C.
                  (i).     Oklahoma
                  (ii).    Interstate Logos, L.L.C.
                  (iii).   100% membership interest
                  (iv).    Restricted Subsidiary

65.      L. C. Billboard, L.L.C.
                  (i).     Delaware
                  (ii).    The Lamar Company, L.L.C.
                  (iii).   100% membership interest
                  (iv).    Restricted Subsidiary

66.      Lamar Ohio Outdoor Holding Corp.
                  (i).     Ohio
                  (ii).    The Lamar Company, L.L.C.
                  (iii).   100% common stock
                  (iv).    Restricted Subsidiary

67.      Outdoor Marketing Systems, Inc.
                  (i).     Pennsylvania
                  (ii).    The Lamar Company, L.L.C.
                  (iii).   100% common stock

68.      Restricted Subsidiary
                  (i)      Outdoor Marketing Systems, LLC
                  (ii)     Pennsylvania
                  (iii)    Outdoor Marketing Systems, Inc.
                  (iv)     100% common stock
                  (v)      Restricted Subsidiary

69.      Lamar Advertising Southwest, Inc.
                  (i)      Nevada
                  (ii)     Lamar Media Corp.
                  (iii)    100% common stock
                  (iv)     Restricted Subsidiary

70.      Lamar DOA Tennessee Holdings, Inc.
                  (i)      Delaware
                  (ii)     Lamar Media Corp.
                  (iii)    100% common stock

                        Schedule 7.02 to Credit Agreement

<PAGE>

                  (iv)     Restricted Subsidiary

71.      Lamar DOA Tennessee, Inc.
                  (i)      Delaware
                  (ii)     Lamar Media Corp.
                  (iii)    100% common stock
                  (iv)     Restricted Subsidiary

72.      Maine Logos, L.L.C.
                  (i)      Maine
                  (ii)     Interstate Logos, L.L.C.
                  (iii)    100% membership interest
                  (iv)     Restricted Subsidiary

73.      Trans West Outdoor Advertising, Inc.
                  (i)      California
                  (ii)     The Lamar Company, L.L.C.
                  (iii)    100% common stock
                  (iv)     Restricted Subsidiary

74.      Washington Logos, L.L.C.
                  (i)      Washington
                  (ii)     Interstate Logos, L.L.C.
                  (iii)    100% membership interest
                  (iv)     Restricted Subsidiary

75.      Lamar Pinnacle Acquisition Co.
                  (i)      Georgia
                  (ii)     The Lamar Company, L.L.C.
                  (iii)    100% common stock
                  (iv)     Restricted Subsidiary

76.      Lamar I-40 West, Inc.
                  (i)      Oklahoma
                  (ii)     Lamar Oklahoma Holding Company, Inc.
                  (iii)    100% common stock
                  (iv)     Restricted Subsidiary

                        Schedule 7.02 to Credit Agreement

<PAGE>

                              Schedule 7.03(a)(iii)

                               Existing Guarantees

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
              ITEM                                                                DESCRIPTION
--------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
Leases and Advertising Contracts                            Site and Operating Leases and Advertising Sales
                                                            Contracts executed by the Company and its Subsidiaries
                                                            in the ordinary course of its operations of former
                                                            Subsidiaries and former Affiliates.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                    Schedule 7.03(a)(iii) to Credit Agreement

<PAGE>

                                  Schedule 7.07

                     Certain Existing Affiliate Transactions

         Sign Acquisition Corporation acquired all of the issued and outstanding
stock of Interstate Highway Sign Corp., which company makes aluminum sign faces
purchased from time to time in the ordinary course of business by Subsidiaries
of Interstate Logos, L.L.C., a Subsidiary of Borrower. Seventy-six and 8/10ths
(76.8%) percent of the stock Sign Acquisition Corporation is held by Kevin P.
Reilly, Jr. as voting trustee. Kevin P. Reilly, Jr. is the general partner of
the Reilly Family Limited Partnership, which partnership owns voting control of
Holdings. Holdings owns all of the issued and outstanding stock of Borrower.

                        Schedule 7.07 to Credit Agreement

<PAGE>

                                  Schedule 7.08

                              Existing Restrictions

         Restrictions contained in the Missouri Logos, a General Partnership,
Partnership Agreement.

         Restrictions contained in Small Business Administration Loan Documents.

                        Schedule 7.08 to Credit Agreement

<PAGE>

                                                                       EXHIBIT A

                       [Form of Assignment and Assumption]

                            ASSIGNMENT AND ASSUMPTION

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

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

1.   Assignor:                 ______________________________

2.   Assignee:                 ______________________________
                               [and is an Affiliate/Approved Fund of [identify
                               Lender](1)]

----------------------------------
(1)  Select as applicable.

                            Assignment and Assumption

<PAGE>

                                      - 2 -

3.   Borrower:                 ______________________________

4.   Administrative Agent:     JPMorgan Chase Bank, as the administrative agent
                               under the Credit Agreement

5.   Credit Agreement:         The $1,200,000,000 Credit Agreement dated as of
                               March 7, 2003 between Lamar Media Corp., certain
                               Subsidiary Guarantors party thereto, the Lenders
                               parties thereto and JPMorgan Chase Bank, as
                               Administrative Agent

                            Assignment and Assumption

<PAGE>

                                      - 3 -

6.   Assigned Interest:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                  Aggregate Amount of              Amount of
                                 Commitment/Loans for          Commitment/Loans     Percentage Assigned of
Facility Assigned(2)                 all Lenders                   Assigned           Commitment/Loans(3)
-------------------------------------------------------------------------------------------------------------
<S>                              <C>                           <C>                  <C>
                                          $                            $                      %
-------------------------------------------------------------------------------------------------------------
                                          $                            $                      %
-------------------------------------------------------------------------------------------------------------
                                          $                            $                      %
-------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

                                       ASSIGNOR

                                       [NAME OF ASSIGNOR]

                                       By:______________________________
                                        Title:

                                       ASSIGNEE

                                       [NAME OF ASSIGNEE]

                                       By:______________________________
                                        Title:

----------------------------------
(2)  Fill in the appropriate terminology for the types of facilities under the
     Credit Agreement that are being assigned under this Assignment (e.g.
     "Revolving Commitment," "Tranche A Commitment," "Tranche B Commitment,"
     etc.)

(3)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
     of all Lenders thereunder.

                            Assignment and Assumption

<PAGE>

                                      - 4 -

[Consented to and](4) Accepted:

JPMORGAN CHASE BANK, as
 Administrative Agent

By_________________________________
 Title:

[Consented to:](5)

JPMORGAN CHASE BANK, as
 Issuing Lender

By________________________________
 Title:

LAMAR MEDIA CORP.

By________________________________
 Title:

----------------------------------
(4)  To be added only if the consent of the Administrative Agent is required by
     the terms of the Credit Agreement.

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

                            Assignment and Assumption

<PAGE>

                                                                         ANNEX 1

            $1,200,000,000 CREDIT AGREEMENT DATED AS OF MARCH 7, 2003
         BETWEEN LAMAR MEDIA CORP., CERTAIN SUBSIDIARY GUARANTORS PARTY
       THERETO, CERTAIN LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, AS
                              ADMINISTRATIVE AGENT

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1. Representations and Warranties.

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

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

                            Assignment and Assumption

<PAGE>

                                      - 2 -

their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

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

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

                            Assignment and Assumption

<PAGE>

                                                                       EXHIBIT B

               [Form of Opinion of Counsel to the Credit Parties]

                                             March __, 2003

To the Lenders party to the
 Credit Agreement referred to below
 and JPMorgan Chase Bank,
 as Administrative Agent

Ladies and Gentlemen:

                  We have acted as counsel to LAMAR ADVERTISING COMPANY
("Holdings"), LAMAR MEDIA CORP. (herein the "Borrower") and the Subsidiary
Guarantors, in connection with (i) the Credit Agreement (the "Credit Agreement")
dated as of March 7, 2003, between the Borrower, the Subsidiary Guarantors party
thereto, the lenders party thereto, and JPMorgan Chase Bank, as Administrative
Agent, providing for loans to be made by said lenders to the Borrower in an
aggregate principal amount not exceeding $1,200,000,000 (which, in the
circumstances contemplated by Section 2.01(d) of the Credit Agreement, may be
increased to $1,700,000,000) and (ii) the various other agreements, instruments
and other documents referred to in the next following paragraph. Terms used but
not defined herein have the respective meanings given to such terms in the
Credit Agreement or, if not defined in the Credit Agreement, in Annex 1 hereto.
This opinion letter is being delivered pursuant to Section 5.01(b) of the Credit
Agreement.

                  In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

                  (a)      the Credit Agreement;

                  (b)      the Pledge Agreement;

                  (c)      the Holdings Guaranty and Pledge Agreement
                           (collectively, with the Pledge Agreement, the
                           "Security Agreements"); and

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

The Credit Agreement and the Security Agreements are collectively referred to as
the "Credit Documents".

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 2 -

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

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

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

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

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

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

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

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

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

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 3 -

         The Borrower has all requisite corporate power to borrow under the
         Credit Agreement and to incur liability in respect of Letters of Credit
         under the Credit Agreement.

                  3. The execution, delivery and performance by each Credit
         Party of each Credit Document to which it is a party, and the
         borrowings and the incurrence of liability in respect of Letters of
         Credit by the Borrower under the Credit Agreement, have been duly
         authorized by all necessary corporate or other action on the part of
         such Credit Party.

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

                  5. Under Louisiana conflict of laws principles, the stated
         choice of New York law to govern the Credit Documents will be honored
         by the courts of the State of Louisiana and the Credit Documents will
         be construed in accordance with, and will be treated as being governed
         by, the law of the State of New York, except to the extent the result
         obtained from applying New York law would be contrary to the public
         policy of the State of Louisiana, provided, however, that we have no
         knowledge of any Louisiana public policy interest which could
         reasonably be expected to result in the application of Louisiana law to
         the Credit Documents. However, if the Credit Documents were stated to
         be governed by and construed in accordance with the law of the State of
         Louisiana, or if a Louisiana court were to apply the law of the State
         of Louisiana to the Credit Documents, each Credit Document would
         nevertheless constitute the legal, valid and binding obligation of each
         Credit Party party thereto, enforceable against such Credit Party in
         accordance with its terms, except as may be limited by bankruptcy,
         fraudulent conveyance, insolvency, reorganization, moratorium or other
         similar laws relating to or affecting the rights of creditors generally
         and except as the enforceability of the Credit Documents is subject to
         the application of general principles of equity (regardless of whether
         considered in a proceeding in equity or at law) and the corresponding
         discretion of the court before which the proceedings may be brought,
         including, without limitation, (a) the possible unavailability of
         specific performance, injunctive relief or any other equitable remedy
         and (b) concepts of materiality, reasonableness, good faith and fair
         dealing.

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

                  7. The execution, delivery and performance by each Credit
         Party of, and the consummation by each Credit Party of the transactions
         contemplated by, the Credit Documents to which such Credit Party is a
         party do not and will not (a) violate any provision of the charter or
         by-laws of any Credit Party, (b) violate any applicable Louisiana or
         federal law, rule or regulation, (c) violate any order, writ,
         injunction or

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 4 -

         decree of any court or governmental authority or agency or any arbitral
         award applicable to the Credit Parties or any of their respective
         Subsidiaries of which we have knowledge (after due inquiry) or (d)
         based on an opinion of the General Counsel of the Borrower, result in a
         breach of, constitute a default under, require any consent under, or
         result in the acceleration or required prepayment of any indebtedness
         pursuant to the terms of, any agreement or instrument of which we have
         knowledge (after due inquiry) and to which the Credit Parties or any of
         their respective Subsidiaries is a party or by which any of them is
         bound or to which any of them is subject, or result in the creation or
         imposition of any Lien upon any property of any Credit Party pursuant
         to, the terms of any such agreement or instrument.

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

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

                  10. If the Pledge Agreement was stated to be governed by and
         construed in accordance with the law of the State of Louisiana, or if a
         Louisiana court were to apply the law of the State of Louisiana to the
         Pledge Agreement, the Pledge Agreement, would be effective to create,
         in favor of the Administrative Agent for the benefit of the
         Administrative Agent and the Secured Parties (as defined in the Pledge
         Agreement), a valid security interest under the Uniform Commercial Code
         as in effect in the State of Louisiana (the "UCC") in all of the right,
         title and interest of the Securing Parties (as defined in the Pledge
         Agreement) in, to and under the Pledged Equity (as defined the Pledge
         Agreement) as collateral security for the payment when due of the
         Secured Obligations (as defined in the Pledge Agreement), except that
         (a) such security interest will continue in Collateral (as defined in
         the Pledge Agreement) after its sale, exchange or other disposition and
         in any proceeds (as defined in Section 9-102(a)(64) of the UCC) thereof
         only to the extent provided in Section 9-315 of the UCC and (b) such
         security interest in any portion of such Collateral in which a Credit
         Party acquires rights after the commencement of a case under the
         Bankruptcy Code in respect of such Credit Party may be limited by
         Section 552 of the Bankruptcy Code.

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 5 -

                  11. If the Holdings Guaranty and Pledge Agreement was stated
         to be governed by and construed in accordance with the law of the State
         of Louisiana, or if a Louisiana court were to apply the law of the
         State of Louisiana to the Holdings Guaranty and Pledge Agreement, the
         Holdings Guaranty and Pledge Agreement, would be effective to create,
         in favor of the Administrative Agent for the benefit of the
         Administrative Agent and the Secured Parties (as defined in the
         Holdings Guaranty and Pledge Agreement), a valid security interest
         under the UCC in all of the right, title and interest of Holdings in,
         to and under the Pledged Stock (as defined the Holdings Guaranty and
         Pledge Agreement) as collateral security for the payment when due of
         the Secured Obligations (as defined in the Holdings Guaranty and Pledge
         Agreement), except that (a) such security interest will continue in
         Collateral (as defined in the Holdings Guaranty and Pledge Agreement)
         after its sale, exchange or other disposition and in any proceeds
         thereof only to the extent provided in Section 9-315 of the UCC and (b)
         such security interest in any portion of such Collateral in which
         Holdings acquires rights after the commencement of a case under the
         Bankruptcy Code in respect of Holdings may be limited by Section 552 of
         the Bankruptcy Code.

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

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

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

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

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

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 6 -

                  (A) The enforceability of Section 10.03 of the Credit
         Agreement (and any similar provisions in any of the other Credit
         Documents) may be limited by (i) laws rendering unenforceable
         indemnification contrary to Federal or state securities laws and the
         public policy underlying such laws and (ii) laws limiting the
         enforceability of provisions exculpating or exempting a party, or
         requiring indemnification of a party for, liability for its own action
         or inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) In respect of the opinions expressed in paragraph 5 above,
         we express no opinion as to the enforceability under Louisiana law as
         to provisions of the Credit Agreement and Holdings Guaranty and Pledge
         Agreement that: (a) bind the Subsidiary Guarantors and Holdings,
         respectively, as principal obligors in respect of the Guaranteed
         Obligations (as defined in the Credit Agreement) or (b) preserve the
         obligations of the Subsidiary Guarantors and Holdings despite any
         modification of the Guaranteed Obligations in a manner prejudicial to
         the Subsidiary Guarantors or Holdings without their consent or the
         illegality, invalidity or unenforceability of the principal obligations
         against the Borrower for reasons other than its bankruptcy or
         incapacity. We express no opinion concerning any waiver of the right of
         subrogation by any guarantor of the Guaranteed Obligations. We note
         that certain actions of the Lenders, such as actions which impair
         rights of subrogation and actions which create defenses to payment with
         respect to the Guaranteed Obligations, could limit the Lenders'
         recovery from the Subsidiary Guarantors or Holdings, in whole or in
         part. We express no opinion as to whether the guaranties will be
         effective with respect to any Guaranteed Obligations extended or
         committed by the Lenders after the date on which the Lenders receive
         notice from Holdings or one or more of the Subsidiary Guarantors that
         such guarantor is terminating its guaranty of the Guaranteed
         Obligations, except for interest on previously extended principal
         advances, attorney's and collection fees in connection with collection
         of such amounts, and amounts that the Lenders are obligated to advance
         following such termination, as provided in Louisiana Civil Code article
         3061.

                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

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

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 7 -

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

                  (F) We wish to point out that the obligations of the Securing
         Parties under the Pledge Agreement, and the obligations of Holdings
         under the Holdings Guaranty and Pledge Agreement, and the rights and
         remedies of the Administrative Agent under Sections 5.05 through 5.10
         (inclusive) of the Pledge Agreement, and under Sections 6.05 through
         6.09 (inclusive) of the Holdings Guaranty and Pledge Agreement, may be
         subject to possible limitations upon the exercise of remedial or
         procedural provisions contained in such Security Agreement, provided
         that such limitations do not, in our opinion (but subject to the other
         comments and qualifications set forth in this opinion letter), make the
         remedies and procedures that will be afforded to the Administrative
         Agent and such Secured Parties inadequate for the practical realization
         of the substantive benefits purported to be provided to the
         Administrative Agent and such Secured Parties by such Security
         Agreement.

                  (G) With respect to our opinions in paragraphs 10, 11, 12 and
         13 above, we express no opinion as to the creation, perfection or
         priority of any security interest in (or other lien on) any Collateral
         (as defined in either Security Agreement) consisting of uncertificated
         securities (as defined in Section 8-102(a)(18) of the UCC).

                  (H) We express no opinion as to the existence of, or the
         right, title or interest of any Securing Party (as defined in the
         Pledge Agreement) in, to or under, any of the Pledged Equity (as
         defined in the Pledge Agreement), or of Holdings in, to or under any of
         the Pledged Stock (as defined in the Holdings Guaranty and Pledge
         Agreement).

                  (I) Except as provided in paragraphs 10, 11, 12 and 13 above,
         we express no opinion as to the creation, perfection or priority of any
         security interest in any Collateral (as defined in either Security
         Agreement).

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

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                      - 8 -

         Louisiana, we have assumed that the law of each such state is identical
         to the law of Louisiana.

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

                  (L) The opinions expressed herein as of the date hereof, and
         except as may otherwise be provided herein, we have no obligation to
         advise you as to any change in the matters, factual, legal or
         otherwise, set forth herein after the date of this letter. Without
         limitation of the foregoing, our opinions in paragraphs 14 and 15 are
         limited to the Loan Documents and Senior Subordinated Notes Indentures
         as in effect as of the date hereof.

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

                  At the request of our clients, this opinion letter is,
pursuant to Section 5.01(b) of the Credit Agreement, provided to you by us in
our capacity as counsel to the Credit Parties and may not be relied upon by any
Person for any purpose other than in connection with the transactions
contemplated by the Credit Agreement without, in each instance, our prior
written consent.

                                             Very truly yours,

                    Opinion of Counsel to the Credit Parties

<PAGE>

                                                                       EXHIBIT C

                      [Form of Opinion of Special Counsel]

                                             March __, 2003

To the Lenders party to the Credit Agreement
 referred to below and JPMorgan Chase Bank,
 as Administrative Agent

Ladies and Gentlemen:

                  We have acted as special New York counsel to JPMorgan Chase
Bank ("Chase") in connection with the Credit Agreement dated as of March 7, 2003
(the "Credit Agreement") between Lamar Media Corp. (herein the "Borrower"), the
Subsidiary Guarantors party thereto, the Lenders party thereto, and JPMorgan
Chase Bank, as Administrative Agent. All capitalized terms used but not defined
herein have the respective meanings given to such terms in the Credit Agreement.
This opinion is being delivered pursuant to Section 5.01(c) of the Credit
Agreement.

                  In rendering the opinions expressed below, we have examined
the following agreements:

                  (a)      the Credit Agreement;

                  (b)      the Pledge Agreement; and

                  (c)      the Holdings Guaranty and Pledge Agreement
                           (collectively, together with the Pledge Agreement,
                           the "Security Agreements").

The Credit Agreement and the Security Agreements are collectively referred to as
the "Credit Documents".

                  In our examination, we have assumed the authenticity of all
documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon representations
made in or pursuant to the Credit Documents.

                  In rendering the opinions expressed below, we have assumed
that:

                  (i)      the Credit Documents have been duly authorized by,
                           have been duly executed and delivered by, and (except
                           to the extent set forth in the

                           Opinion of Special Counsel

<PAGE>

                                      - 2 -

                           opinions below as to the Credit Parties) constitute
                           legal, valid, binding and enforceable obligations of,
                           all of the parties to the Credit Documents;

                  (ii)     all signatories to the Credit Documents have been
                           duly authorized; and

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

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

                  1. Each of the Credit Documents constitutes the legal, valid
         and binding obligation of each Credit Party party thereto, enforceable
         against such Credit Party in accordance with its terms, except as may
         be limited by bankruptcy, insolvency, reorganization, moratorium,
         fraudulent conveyance or transfer or other similar laws relating to or
         affecting the rights of creditors generally and except as the
         enforceability of the Credit Documents is subject to the application of
         general principles of equity (regardless of whether considered in a
         proceeding in equity or at law), including, without limitation, (a) the
         possible unavailability of specific performance, injunctive relief or
         any other equitable remedy and (b) concepts of materiality,
         reasonableness, good faith and fair dealing.

                  2. The Pledge Agreement is effective to create, in favor of
         the Administrative Agent for the benefit of the Administrative Agent
         and the Secured Parties (as defined in the Pledge Agreement), a valid
         security interest under the Uniform Commercial Code as in effect in the
         State of New York (the "UCC") in all of the right, title and interest
         of the Securing Parties (as defined in the Pledge Agreement) in, to and
         under the Pledged Equity (as defined the Pledge Agreement) as
         collateral security for the payment when due of the Secured Obligations
         (as defined in the Pledge Agreement), except that (a) such security
         interest will continue in Collateral (as defined in the Pledge
         Agreement) after its sale, exchange or other disposition and in any
         proceeds (as defined in Section 9-102(a)(64) of the UCC) thereof only
         to the extent provided in Section 9-315 of the UCC and (b) such
         security interest in any portion of such Collateral in which a Credit
         Party acquires rights after the commencement of a case under the
         Bankruptcy Code in respect of such Credit Party may be limited by
         Section 552 of the Bankruptcy Code.

                  3. The Holdings Guaranty and Pledge Agreement is effective to
         create, in favor of the Administrative Agent for the benefit of the
         Administrative Agent and the Secured Parties (as defined in the
         Holdings Guaranty and Pledge Agreement), a valid security interest
         under the UCC in all of the right, title and interest of Holdings in,
         to and under the Pledged Stock (as defined the Holdings Guaranty and
         Pledge Agreement) as collateral security for the payment when due of
         the Secured Obligations (as defined in the Holdings

                           Opinion of Special Counsel

<PAGE>

                                      - 3 -

         Guaranty and Pledge Agreement), except that (a) such security interest
         will continue in Collateral (as defined in the Holdings Guaranty and
         Pledge Agreement) after its sale, exchange or other disposition and in
         any proceeds (as defined in Section 9-102(a)(64) of the UCC) thereof
         only to the extent provided in Section 9-315 of the UCC and (b) such
         security interest in any portion of such Collateral in which Holdings
         acquires rights after the commencement of a case under the Bankruptcy
         Code in respect of Holdings may be limited by Section 552 of the
         Bankruptcy Code.

                  4. With respect to any portion of the Collateral consisting of
         Pledged Equity or Pledged Stock represented by certificates, if the
         security interest therein is perfected by the Administrative Agent in
         the manner specified in paragraphs 2 and 3 above for value without
         notice (within the meaning of Section 8-105 of the UCC) of any adverse
         claim (within the meaning of Section 8-102(a)(1) of the UCC) to the
         Pledged Equity or Pledged Stock so represented by certificates, then
         the Administrative Agent will acquire such security interest free of
         any adverse claim (as so defined).

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

                  (A) The enforceability of Section 10.03 of the Credit
         Agreement (and any similar provisions in any of the other Credit
         Documents) may be limited by laws limiting the enforceability of
         provisions exculpating or exempting a party, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) Clause (iii) of the second sentence of Section 3.02 of the
         Credit Agreement (and any similar provisions in any of the other Credit
         Documents) may not be enforceable to the extent that the Guaranteed
         Obligations (as defined in the Credit Agreement) are materially
         modified.

                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

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

                           Opinion of Special Counsel

<PAGE>

                                      - 4 -

                  (E) We express no opinion as to the applicability to the
         obligations of any Subsidiary Guarantor (or the enforceability of such
         obligations) of Section 548 of the Bankruptcy Code, Article 10 of the
         New York Debtor and Creditor Law or any other provision of law relating
         to fraudulent conveyances, transfers or obligations or of the
         provisions of the law of the jurisdiction of incorporation of any
         Subsidiary Guarantor restricting dividends, loans or other
         distributions by a corporation for the benefit of its stockholders.

                  (F) We wish to point out that the obligations of the Securing
         Parties (as defined in the Pledge Agreement) under the Pledge
         Agreement, and the obligations of Holdings under the Holdings Guaranty
         and Pledge Agreement, and the rights and remedies of the Administrative
         Agent under Sections 5.05 through 5.10 (inclusive) of the Pledge
         Agreement, and under Sections 6.05 through 6.09 (inclusive) of the
         Holdings Guaranty and Pledge Agreement, may be subject to possible
         limitations upon the exercise of remedial or procedural provisions
         contained in such Security Agreement, provided that such limitations do
         not, in our opinion (but subject to the other comments and
         qualifications set forth in this opinion letter), make the remedies and
         procedures that will be afforded to the Administrative Agent and such
         Secured Parties inadequate for the practical realization of the
         substantive benefits purported to be provided to the Administrative
         Agent and such Secured Parties by such Security Agreement.

                  (G) With respect to our opinions in paragraphs 2, 3 and 4
         above, we express no opinion as to the creation, perfection or priority
         of any security interest in (or other lien on) any Collateral (as
         defined in either Security Agreement) consisting of uncertificated
         securities (as defined in Section 8-102(a)(18) of the Uniform
         Commercial Code).

                  (H) We express no opinion as to the existence of, or the
         right, title or interest of any Securing Party (as defined in the
         Pledge Agreement) in, to or under, any of the Pledged Equity (as
         defined in the Pledge Agreement), or of Holdings in, to or under any of
         the Pledged Stock (as defined in the Holdings Guaranty and Pledge
         Agreement).

                  (I) Except as provided in paragraphs 2, 3 and 4 above, we
         express no opinion as to the creation, perfection or priority of any
         security interest in any Collateral (as defined in either Security
         Agreement).

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

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction. At the request of our clients, this opinion is

                           Opinion of Special Counsel

<PAGE>

                                      - 5 -

rendered solely to you in connection with the above matter. This opinion may not
be relied upon by you for any other purpose or relied upon by any other Person
(other than your successors and assigns as Lenders and Persons that acquire
participations in your extensions of credit under the Credit Agreement) without
our prior written consent.

                                             Very truly yours,

RJW/WFC

                           Opinion of Special Counsel

<PAGE>

                                                                     EXHIBIT D-1

                           [Form of Pledge Agreement]

                                PLEDGE AGREEMENT

                  PLEDGE AGREEMENT dated as of March 7, 2003 between LAMAR MEDIA
CORP., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Borrower"); each of the subsidiaries of the Borrower
listed on the signature pages hereto under the caption "INITIAL SUBSIDIARY
GUARANTORS" (the "Initial Subsidiary Guarantors"); each of the additional
entities, if any, that becomes a "Subsidiary Guarantor" hereunder as
contemplated by Section 6.10 (each an "Additional Subsidiary Guarantor" and
together with the Initial Subsidiary Guarantors, the "Subsidiary Guarantors";
the Subsidiary Guarantors together with the Borrower, being herein called the
"Securing Parties"); and JPMorgan 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").

                  The Securing Parties are parties to a Credit Agreement dated
as of 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 (including by means of the making of loans and
the issuance of letters of credit) to be made by the Lenders named therein
(collectively, together with any entity that becomes a "Lender" party to the
Credit Agreement after the date hereof as provided therein, the "Lenders" and,
together with Administrative Agent and any successors or assigns of any of the
foregoing and, in respect of Swap Agreements, any affiliate of any Lender, 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 (or their
affiliates) under the Credit Agreement in respect of one or more Swap Agreements
under and as defined in the Credit Agreement (collectively, the "Swap
Agreements").

                  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 Securing Parties
have agreed to pledge and grant a security interest in the Collateral (as so
defined) as security for the Secured Obligations (as so defined). Accordingly,
the parties hereto agree as follows:

                                Pledge Agreement

<PAGE>

                                      - 2 -

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Defined Terms. Terms defined in the Credit
Agreement are used herein as defined therein. In addition, as used herein:

                  "Collateral" has the meaning assigned to such term in Article
III.

                  "Collateral Account" has the meaning assigned to such term in
Section 4.01.

                  "Equity Collateral" has the meaning assigned to such term in
clause (c) of Article III.

                  "Issuers" means, collectively, (a) the respective
corporations, partnerships or other entities identified next to the names of the
Securing Parties on Annex 1 under the caption "Issuer" and (b) any other entity
that shall at any time be a subsidiary of any of the Securing Parties.

                  "Pledged Equity" has the meaning assigned to such term in
paragraph (a) of Article III.

                  "Secured Obligations" means, collectively, (a) in the case of
the Borrower, the principal of and interest on the Loans made by the Lenders to
the Borrower, all LC Disbursements and all other amounts from time to time owing
to the Secured Parties by the Borrower under the Credit Agreement or any Swap
Agreement, (b) in the case of each Subsidiary Guarantor, all obligations of such
Subsidiary Guarantor under the Credit Agreement (including, without limitation,
in respect of its Guarantee under Article III of the Credit Agreement) and (c)
in the case of each Securing Party, all other obligations of such Securing Party
to the Secured Parties and the Administrative Agent hereunder. For purposes
hereof, it is understood any Secured Obligations to a Person arising under an
agreement entered into at the time such Person (or an affiliate thereof) is a
"Lender" party to the Credit Agreement shall nevertheless continue to constitute
Secured Obligations for purposes hereof, notwithstanding that such Person (or
its affiliate) may have assigned all of its Loans and other interests in the
Credit Agreement and, therefor, at the time a claim is to be made in respect of
such Secured Obligations, such Person (or its affiliate) is no longer a "Lender"
party to the Credit Agreement.

                  "Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

                  SECTION 1.02. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word

                                Pledge Agreement

<PAGE>

                                      - 3 -

"shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections and Exhibits shall be construed to refer
to Articles and Sections of, and Exhibits to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

                                   ARTICLE II

                         Representations and Warranties

                  Each Securing Party represents and warrants to each Secured
Party that:

                  (a) Such Securing Party is the sole beneficial owner of the
Collateral in which it purports to grant a security interest pursuant to Article
III and no Lien exists or will exist upon such Collateral at any time (and no
right or option to acquire the same exists in favor of any other Person), except
for Liens permitted under Section 7.02 of the Credit Agreement and except for
the pledge and security interest in favor of the Administrative Agent for the
benefit of the Secured Parties created or provided for herein, which pledge and
security interest will, upon perfection under the applicable provisions of the
Uniform Commercial Code (but subject in any event to such Liens permitted under
said Section 7.02) constitute a valid, first priority perfected pledge and
security interest in and to all of such Collateral, to the extent such pledge
and security interest can be perfected under the Uniform Commercial Code.

                  (b) Names, Etc. (i) The full and correct legal name, type of
organization, jurisdiction of organization, organizational ID number (if
applicable) and mailing address of each Securing Party as of the date hereof are
correctly set forth in Annex 2.

                  (ii) Annex 2 correctly specifies the place of business of each
Securing Party or, if such Securing Party has more than one place of business,
the location of the chief executive office of such Securing Party.

                  (c) Changes in Circumstances. Such Securing Party has not (i)
within the period of four months prior to the date hereof, changed its location
(as defined in Section 9-307 of the UCC), (ii) except as specified in Annex 2,
heretofore changed its name, or (iii) except as specified in Annex 3, heretofore
become a "new debtor" (as defined in Section 9-102(a)(56) of the UCC) with
respect to a currently effective security agreement previously entered into by
any other Person.

                                Pledge Agreement

<PAGE>

                                      - 4 -

                  (d) The Pledged Equity identified under the name of such
Securing Party in Annex 1 is, and all other Pledged Equity in which such
Securing Party shall hereafter grant a security interest pursuant to Article III
will be, duly authorized, validly existing, fully paid and non-assessable (in
the case of any equity interest in a corporation) and duly issued and
outstanding (in the case of any equity interest in any other entity), and none
of such Pledged Equity is or will be subject to any contractual restriction, or
any restriction under the charter, by-laws, partnership agreement or other
organizational document of the respective Issuer of such Pledged Equity, upon
the transfer of such Pledged Equity (except for any such restriction contained
herein or identified in Annex 1).

                  (e) The Pledged Equity identified under the name of such
Securing Party in Annex 1 constitutes all of the issued and outstanding shares
of capital stock, partnership or other ownership interest of any class or
character of the Issuers (and, in the case of Foreign Subsidiaries, 65% of the
voting common stock thereof and 100% of any other capital stock thereof)
beneficially owned by such Securing Party on the date hereof (whether or not
registered in the name of the such Securing Party) and Annex 1 correctly
identifies, as at the date hereof, the respective Issuers of such Pledged Equity
and (in the case of any corporate Issuer) the respective class and par value of
the shares comprising such Pledged Equity and the respective number of shares
(and registered owners thereof) represented by each such certificate.

                                   ARTICLE III

                                   Collateral

                  As collateral security for the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, whether now existing or hereafter from time to time arising, each
Securing Party hereby pledges and grants to the Administrative Agent, for the
benefit of the Secured Parties as hereinafter provided, a security interest in
all of such Securing Party's right, title and interest, to and under the
following property, assets and revenues, whether now owned by such Securing
Party or hereafter acquired and whether now existing or hereafter coming into
existence (all of the property, assets and revenues described in this Article
III being collectively referred to herein as the "Collateral"):

                  (a) the shares of common and preferred stock of, or
         partnership and other ownership interest in, the Issuers identified in
         Annex 1 next to the name of such Securing Party (as the same shall be
         supplemented from time to time under a Joinder Agreement executed
         pursuant to Section 6.10) and all other shares of capital stock, or
         partnership or other ownership interest, of whatever class or character
         of the Issuers, now or hereafter owned by such Securing Party, in each
         case together with the certificates evidencing the same (collectively,
         the "Pledged Equity");

                  (b) all shares, securities, moneys or property representing a
         dividend on any of the Pledged Equity, or representing a distribution
         or return of capital upon or in respect of

                                Pledge Agreement

<PAGE>

                                      - 5 -

         the Pledged Equity, or resulting from a split-up, revision,
         reclassification or other like change of the Pledged Equity or
         otherwise received in exchange therefor, and any subscription warrants,
         rights or options issued to the holders of, or otherwise in respect of,
         the Pledged Equity; and

                  (c) without affecting the obligations of such Securing Party
         under any provision prohibiting such action hereunder or under the
         Credit Agreement, in the event of any consolidation or merger in which
         an Issuer is not the surviving entity, all ownership interests of any
         class or character of the successor entity (unless such successor
         entity is such Securing Party itself) formed by or resulting from such
         consolidation or merger (the Pledged Equity, together with all other
         certificates, shares, securities, properties or moneys as may from time
         to time be pledged hereunder pursuant to clause (a) or (b) above and
         this clause (c) being herein collectively called the "Equity
         Collateral"),

                  (d) the balance from time to time in the Collateral Account;
         and

                  (e) all proceeds of and to any of the property of such
         Securing Party described in the preceding clauses of this Article III
         (including, without limitation, all causes of action, claims and
         warranties now or hereafter held by any Securing Party in respect of
         any of the items listed above) and, to the extent related to any
         property described in said clauses or such proceeds, all books,
         correspondence, credit files, records, invoices and other papers,

provided that (i) in the case of any of the foregoing that consists of general
or limited partnership interests in a general or limited partnership, the
security interest hereunder shall be deemed to be created only to the maximum
extent permitted under the applicable organizational instrument pursuant to
which such partnership is formed, and (ii) in the case of any of the foregoing
that consists of capital stock in any Foreign Subsidiary, shall be limited to
65% of the voting common stock of such Subsidiary and 100% of any other capital
stock of such Subsidiary).

                                   ARTICLE IV

                               Collateral Account

                  SECTION 4.01. Establishment of Collateral Account. Each of the
Securing Parties hereby establishes with the Administrative Agent a cash
collateral account (the "Collateral Account"), which

                  (i) to the extent of all Investment Property or Financial
         Assets (other than cash) shall be a "securities account" (as defined in
         Section 8-501 of the UCC) in respect of which the Administrative Agent
         shall be the "entitlement holder" (as defined in Section 8-102(a)(7) of
         the UCC) and

                  (ii) to the extent of any cash, shall be a Deposit Account,

                                Pledge Agreement

<PAGE>

                                      - 6 -

and which shall be in the name and under the control of the Administrative Agent
and into which there shall be deposited from time to time such amounts as are
required to be paid to the Administrative Agent under Section 2.04(i) of the
Credit Agreement. As collateral security for the prompt payment in full when due
of the Securing Parties' obligations in the first instance in respect of LC
Exposure and, after the payment in full of all LC Exposure and the termination
or expiration of all Letters of Credit, for all other Secured Obligations, each
of the Securing Parties hereby pledges and grants to the Administrative Agent,
for the benefit of the Secured Parties as provided herein, a security interest
in all of its right, title and interest in and to the Collateral Account and the
balance from time to time in the Collateral Account (including the investments
and reinvestments therein provided for below). The balance from time to time in
the Collateral Account shall not constitute payment of any Secured Obligations
until applied by the Administrative Agent as provided herein. Anything in this
Agreement to the contrary notwithstanding, funds held in the Collateral Account
shall be subject to withdrawal only as provided in this Article IV.

                  SECTION 4.02. Investments. Amounts on deposit in the
Collateral Account shall be invested and reinvested by the Administrative Agent
in such Permitted Investments as the Securing Parties shall determine in their
sole discretion, provided that (i) failing receipt by the Administrative Agent
of instructions from the Securing Parties, the Administrative Agent may invest
and reinvest such amounts in such Permitted Investments as the Administrative
Agent shall determine in its sole discretion and (ii) the approval of the
Administrative Agent shall be required for the investments and reinvestments to
be made during any period while a Default has occurred and is continuing. All
such investments and reinvestments shall be held in the name and be under the
control of the Administrative Agent.

                  SECTION 4.03. Application. If an Event of Default shall have
occurred and be continuing, the Administrative Agent may (and, if instructed by
the Required Lenders, shall) in its (or their) discretion at any time and from
time to time elect to liquidate any such investments and reinvestments and
credit the proceeds thereof to the Collateral Account and apply or cause to be
applied such proceeds and any other balances in the Collateral Account to the
payment of any of the Secured Obligations due and payable. If (i) no Event of
Default has occurred and is continuing and (ii) all of the Secured Obligations
have been paid in full, the Administrative Agent shall, from time to time, at
the request of the Securing Parties, deliver to the Securing Parties, against
receipt but without any recourse, warranty or representation whatsoever, such of
the balances in the Collateral Account as exceed the then-outstanding LC
Exposure, provided that, in any event, when all of the Secured Obligations shall
have been paid in full and all Letters of Credit have expired or been
terminated, the Administrative Agent shall promptly deliver to the Securing
Parties, against receipt but without any recourse, warranty or representation
whatsoever, the balance remaining in the Collateral Account.

                  SECTION 4.04. Fees. Each of the Securing Parties shall pay to
the Administrative Agent from time to time such fees as the Administrative Agent
normally charges for similar services in connection with the Administrative
Agent's administration of the Collateral Account and investments and
reinvestments of funds therein.

                                Pledge Agreement

<PAGE>

                                      - 7 -

                                    ARTICLE V

                          Further Assurances; Remedies

                  In furtherance of the grant of the pledge and security
interest pursuant to Article III, each Securing Party hereby agrees with each
Secured Party as follows:

                  SECTION 5.01. Delivery and Other Perfection. Such Securing
Party shall:

                  (a) if any of the shares, securities, moneys or property
         required to be pledged by such Securing Party under clauses (a), (b) or
         (c) of Article III are received by such Securing Party, forthwith
         either (x) transfer and deliver to the Administrative Agent such shares
         or securities so received by such Securing Party (together with the
         certificates for any such shares and securities duly endorsed in blank
         or accompanied by undated stock powers duly executed in blank), all of
         which thereafter shall be held by the Administrative Agent, pursuant to
         the terms of this Agreement, as part of the Collateral or (y) take such
         other action as the Administrative Agent reasonably shall deem
         necessary or appropriate to duly record the Lien created hereunder in
         such shares, securities, moneys or property in said clauses (a), (b)
         and (c);

                  (b) give, execute, deliver, file, record, authorize or obtain
         any financing statement, notice, instrument, document, agreement or
         consent or other papers that may be necessary or desirable (in the
         reasonable judgment of the Administrative Agent) to create, preserve,
         perfect or validate the security interest granted pursuant hereto or to
         enable the Administrative Agent to exercise and enforce its rights
         hereunder with respect to such pledge and security interest, including
         causing any or all of the Equity Collateral to be transferred of record
         into the name of the Administrative Agent or its nominee (and the
         Administrative Agent agrees that if any Equity Collateral is
         transferred into its name or the name of its nominee, the
         Administrative Agent will thereafter promptly give to such Securing
         Party copies of any notices and communications received by it with
         respect to the Equity Collateral);

                  (c) keep full and accurate books and records relating to the
         Collateral, and stamp or otherwise mark such books and records in such
         manner as the Administrative Agent may reasonably require in order to
         reflect the security interests granted by this Agreement; and

                  (d) permit representatives of the Administrative Agent, upon
         reasonable notice, at any time during normal business hours to inspect
         and make abstracts from its books and records pertaining to the
         Collateral, and permit representatives of the Administrative Agent to
         be present at such Securing Party's place of business to receive copies
         of all communications and remittances relating to the Collateral, and
         forward copies of any

                                Pledge Agreement

<PAGE>

                                      - 8 -

         notices or communications received by such Securing Party with respect
         to the Collateral, all in such manner as the Administrative Agent may
         reasonably require.

                  SECTION 5.02. Other Financing Statements and Liens. Except as
otherwise permitted under Section 7.02 of the Credit Agreement, without the
prior written consent of the Administrative Agent (granted with the
authorization of the Required Lenders), no Securing Party shall (a) file or
suffer to be on file, or authorize or permit to be filed or to be on file, in
any jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Administrative Agent is not named as the sole secured
party for the benefit of the Secured Parties or (b) cause or permit any Person
other than the Administrative Agent to have "control" (as defined in Section
9-106 of the UCC) of the Collateral Account.

                  SECTION 5.03. Preservation of Rights. The Administrative Agent
shall not be required to take steps necessary to preserve any rights against
prior parties to any of the Collateral.

                  SECTION 5.04. Special Provisions Relating to Equity
Collateral.

                  (a) So long as no Event of Default shall have occurred and be
continuing, each Securing Party shall have the right to exercise all voting,
consensual and other powers of ownership pertaining to the Equity Collateral for
all purposes not inconsistent with the terms of this Agreement, the other Loan
Documents or any other instrument or agreement referred to herein or therein,
provided that such Securing Party agrees that it will not vote the Equity
Collateral in any manner that is inconsistent with the terms of this Agreement,
the other Loan Documents or any such other instrument or agreement; and the
Administrative Agent shall execute and deliver to such Securing Party or cause
to be executed and delivered to such Securing Party all such proxies, powers of
attorney, dividend and other orders, and all such instruments, without recourse,
as such Securing Party may reasonably request for the purpose of enabling such
Securing Party to exercise the rights and powers that it is entitled to exercise
pursuant to this Section 5.04(a).

                  (b) Unless and until an Event of Default has occurred and is
continuing, such Securing Party shall, subject to Article V, be entitled to
receive and retain any dividends, distributions or proceeds in respect of the
Equity Collateral.

                  (c) If any Event of Default shall have occurred, then so long
as such Event of Default shall continue, and whether or not the Administrative
Agent or any Lender exercises any available right to declare any Secured
Obligation due and payable or seeks or pursues any other relief or remedy
available to it under applicable law or under this Agreement, the Credit
Agreement or any other agreement relating to such Secured Obligation, all
dividends and other distributions on the Equity Collateral shall, if requested
by the Administrative Agent in writing, be paid directly to the Administrative
Agent and retained by it in the Collateral Account as part of the Equity
Collateral, subject to the terms of this Agreement, and, if the Administrative
Agent shall so request in writing, each Securing Party agrees to execute and
deliver to the Administrative Agent appropriate additional dividend,
distribution and other orders and

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                                      - 9 -

documents to that end, provided that if such Event of Default is cured, any such
dividend or distribution theretofore paid to the Administrative Agent shall,
upon request of any Securing Party (except to the extent theretofore applied to
the Secured Obligations), be returned by the Administrative Agent to such
Securing Party.

                  SECTION 5.05. Events of Default, Etc. During the period during
which an Event of Default shall have occurred and be continuing:

                  (a) each Securing Party shall, at the request of the
         Administrative Agent, assemble the Collateral owned by it at such place
         or places, reasonably convenient to both the Administrative Agent and
         such Securing Party, designated in its request;

                  (b) the Administrative Agent may make any reasonable
         compromise or settlement deemed desirable with respect to any of the
         Collateral and may extend the time of payment, arrange for payment in
         installments, or otherwise modify the terms of, any of the Collateral;

                  (c) the Administrative Agent shall have all of the rights and
         remedies with respect to the Collateral of a secured party under the
         Uniform Commercial Code (whether or not said Code is in effect in the
         jurisdiction where the rights and remedies are asserted) and such
         additional rights and remedies to which a secured party is entitled
         under the laws in effect in any jurisdiction where any rights and
         remedies hereunder may be asserted, including the right, to the maximum
         extent permitted by law, to exercise all voting, consensual and other
         powers of ownership pertaining to the Collateral as if the
         Administrative Agent were the sole and absolute owner thereof (and each
         Securing Party agrees to take all such action as may be appropriate to
         give effect to such right);

                  (d) the Administrative Agent in its discretion may, in its
         name or in the name of the Securing Parties or otherwise, demand, sue
         for, collect or receive any money or property at any time payable or
         receivable on account of or in exchange for any of the Collateral, but
         shall be under no obligation to do so; and

                  (e) the Administrative Agent may, upon ten business days'
         prior written notice to the Securing Parties of the time and place,
         with respect to the Collateral or any part thereof that shall then be
         or shall thereafter come into the possession, custody or control of the
         Secured Parties or any of their respective agents, sell, lease, assign
         or otherwise dispose of all or any part of such Collateral, at such
         place or places as the Administrative Agent deems best, and for cash or
         for credit or for future delivery (without thereby assuming any credit
         risk), at public or private sale, without demand of performance or
         notice of intention to effect any such disposition or of the time or
         place thereof (except such notice as is required above or by applicable
         statute and cannot be waived), and any Secured Party or anyone else may
         be the purchaser, lessee, assignee or recipient of any or all of the
         Collateral so disposed of at any public sale (or, to the extent
         permitted by law, at any private sale) and thereafter hold the same
         absolutely, free from any claim or right of whatsoever kind, including
         any right or equity of redemption (statutory or otherwise),

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                                      - 10 -

         of the Securing Parties, any such demand, notice and right or equity
         being hereby expressly waived and released. The Administrative Agent
         may, without notice or publication, adjourn any public or private sale
         or cause the same to be adjourned from time to time by announcement at
         the time and place fixed for the sale, and such sale may be made at any
         time or place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
5.05 shall be applied in accordance with Section 5.09.

                  The Securing Parties recognize that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and applicable
state securities laws, the Administrative Agent may be compelled, with respect
to any sale of all or any part of the Collateral, to limit purchasers to those
who will agree, among other things, to acquire the Collateral for their own
account, for investment and not with a view to the distribution or resale
thereof. The Securing Parties acknowledge that any such private sales may be at
prices and on terms less favorable to the Administrative Agent than those
obtainable through a public sale without such restrictions, and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner and that the Administrative Agent
shall have no obligation to engage in public sales and no obligation to delay
the sale of any Collateral for the period of time necessary to permit the
respective Issuer or issuer thereof to register it for public sale.

                  SECTION 5.06. Deficiency. If the proceeds of sale, collection
or other realization of or upon the Collateral pursuant to Section 5.05 are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Secured Obligations, the Securing Parties shall remain liable for
any deficiency.

                  SECTION 5.07. Removals, Etc. Without at least 30 days' prior
written notice to the Administrative Agent, no Securing Party shall change its
location (as defined in Section 9-307 of the UCC) or change its name from the
name shown as its current legal name on Annex 2.

                  SECTION 5.08. Private Sale. No Secured Party shall incur any
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 5.05 conducted in a commercially reasonable
manner. So long as such sale is conducted in a commercially reasonable manner,
each Securing Party hereby waives any claims against the Secured Parties arising
by reason of the fact that the price at which the Collateral may have been sold
at such a private sale was less than the price that might have been obtained at
a public sale or was less than the aggregate amount of the Secured Obligations,
even if the Administrative Agent accepts the first offer received and does not
offer the Collateral to more than one offeree.

                  SECTION 5.09. Application of Proceeds. Except as otherwise
herein expressly provided, the proceeds of any collection, sale or other
realization of all or any part of the Collateral pursuant hereto, and any other
cash at the time held by the Administrative Agent under Article IV or this
Article V, shall be applied by the Administrative Agent:

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                  First, to the payment of the costs and expenses of such
         collection, sale or other realization, including reasonable
         out-of-pocket costs and expenses of the Administrative Agent and the
         fees and expenses of its agents and counsel, and all expenses incurred
         and advances made by the Administrative Agent in connection therewith;

                  Next, to the payment in full of the Secured Obligations, in
         each case equally and ratably in accordance with the respective amounts
         thereof then due and owing or as the Secured Parties holding the same
         may otherwise agree, provided that such proceeds (to the extent
         representing the balance in the Collateral Account) shall be applied
         first to the payment of LC Disbursements and second, after the payment
         in full of all LC Exposure, and the termination or expiration of all
         Letters of Credit, to the other Secured Obligations; and

                  Finally, to the payment to the respective Securing Party, or
         their respective successors or assigns, or as a court of competent
         jurisdiction may direct, of any surplus then remaining.

                  As used in this Article V, "proceeds" of Collateral shall mean
cash, securities and other property realized in respect of, and distributions in
kind of, Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of the Securing Parties or any issuer of or
obligor on any of the Collateral.

                  SECTION 5.10. Attorney-in-Fact. Without limiting any rights or
powers granted by this Agreement to the Administrative Agent while no Event of
Default has occurred and is continuing, upon the occurrence and during the
continuance of any Event of Default the Administrative Agent is hereby appointed
the attorney-in-fact of the Securing Parties for the purpose of carrying out the
provisions of this Article and taking any action and executing any instruments
that the Administrative Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, so
long as the Administrative Agent shall be entitled under this Article to make
collections in respect of the Collateral, the Administrative Agent shall have
the right and power to receive, endorse and collect all checks made payable to
the order of any Securing Party representing any dividend, payment or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.

                  SECTION 5.11. Perfection. Prior to or concurrently with the
execution and delivery of this Agreement, each Securing Party shall (i) file
such financing statements and other documents in such offices as the
Administrative Agent may request to perfect the security interests granted by
Article III and (ii) deliver to the Administrative Agent all certificates
identified in Annex 1 hereto, accompanied by undated stock powers duly executed
in blank.

                  SECTION 5.12. Termination. When all Secured Obligations shall
have been paid in full and the Commitments of the Lenders under the Credit
Agreement shall have expired or been terminated, this Agreement shall terminate,
and the Administrative Agent shall forthwith cause to be assigned, transferred
and delivered, against receipt but without any recourse,

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warranty or representation whatsoever, any remaining Collateral and money
received in respect thereof, to or on the order of the respective Securing
Party. The Administrative Agent shall also execute and deliver to each Securing
Party upon such termination such Uniform Commercial Code termination statements
and such other documentation as shall be reasonably requested by such Securing
Party to effect the termination and release of the Liens on the Collateral.

                  SECTION 5.13. Further Assurances. Each Securing Party agrees
that, from time to time upon the written request of the Administrative Agent,
such Securing Party will execute and deliver such further documents and do such
other acts and things as the Administrative Agent may reasonably request in
order fully to effect the purposes of this Agreement.

                                   ARTICLE VI

                                  Miscellaneous

                  SECTION 6.01. Notices. All notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

                  (a) if to the Borrower, to it at 5551 Corporate Boulevard,
         Baton Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No.
         (504) 923-0658);

                  (b) if to any Securing Party other than the Borrower, to such
         Securing Party care of the Borrower at the address for notices
         indicated in clause (a) above; and

                  (c) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, New York,
         New York 10081, Attention of Gloria Javier (Telecopy No. (212)
         552-5700), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
         York, New York 10017, Attention of Linda Wisnieski (Telecopy No (212)
         270-4164).

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

                  SECTION 6.02. Waivers; Amendments.

                  (a) No failure or delay by any Secured Party in exercising any
right or power hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Secured Parties hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this

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Agreement or consent to any departure by the Securing Parties therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b) of
this Section 6.02, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Securing Parties party thereto, and by the
Administrative Agent with the consent of the appropriate Secured Parties as more
particularly provided in Section 10.02(c) of the Credit Agreement.

                  SECTION 6.03. Expenses.

                  (a) The Securing Parties jointly and severally agree to
reimburse each of the Secured Parties for all reasonable costs and expenses of
the Secured Parties (including, without limitation, the reasonable fees and
expenses of legal counsel to the Administrative Agent and the Lenders; provided,
that the Lenders and the Issuing Lender (but not the Administrative Agent) shall
be limited to one counsel together for the Lenders and the Issuing Lenders as a
group so long as any Lender or the Issuing Lender, as the case may be, has not,
in good faith (and based on advice of counsel for such Lender or the Issuing
Lender, as the case may be), reasonably determined that its interests conflict
sufficiently with those of the other Lenders to warrant the employment of
separate counsel for such Lender or the Issuing Lender, as the case may be, in
which case such Lender or the Issuing Lender shall be paid, or reimbursed for
payment of, the fees, charges and disbursements of such separate counsel) in
connection with (i) any Default and any enforcement or collection proceeding
resulting therefrom, including, without limitation, all manner of participation
in or other involvement with (w) performance by the Administrative Agent of any
obligations of the Securing Parties in respect of the Collateral that the
Securing Parties have failed or refused to perform, (x) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, or any actual
or attempted sale, or any exchange, enforcement, collection, compromise or
settlement in respect of any of the Collateral, and for the care of the
Collateral and defending or asserting rights and claims of the Administrative
Agent in respect thereof, by litigation or otherwise, (y) judicial or regulatory
proceedings and (z) workout, restructuring or other negotiations or proceedings
(whether or not the workout, restructuring or transaction contemplated thereby
is consummated) and (ii) the enforcement of this Section 6.03, and all such
costs and expenses shall be Secured Obligations entitled to the benefits of the
collateral security provided pursuant to Article III hereof.

                  (b) All amounts due under this Section 6.03 shall be payable
promptly after written demand therefor.

                  SECTION 6.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Securing Parties, the Secured Parties and each
holder of the Secured Obligations, except that no Securing Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent (and any attempted assignment or
transfer by any Securing Party without such consent shall be null and void).
Nothing in this Agreement,

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expressed or implied, shall be construed to confer upon any Person (other than
the Securing Parties and the respective successors and assigns of the Securing
Parties, the Secured Parties and each holder of the Secured Obligations) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

                  SECTION 6.05. Counterparts. This Agreement may be executed in
counterparts (and by the parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.

                  SECTION 6.06. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 6.07. Governing Law. This Agreement shall be construed
in accordance with and governed by the law of the State of New York.

                  SECTION 6.08. Headings. Article and Section headings used
herein are for convenience of reference only, are not part of this Agreement and
shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.

                  SECTION 6.09. Agents and Attorneys-in-Fact. The Administrative
Agent may employ agents and attorneys-in-fact in connection herewith and shall
not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

                  SECTION 6.10. Additional Subsidiary Guarantors. As
contemplated by Section 6.10(a) of the Credit Agreement, in the event that any
Securing Party shall form or acquire any new Subsidiary after the date hereof,
such Securing Party will cause such new Subsidiary to execute and deliver to the
Administrative Agent a Joinder Agreement in the form of Exhibit E to the Credit
Agreement (and, thereby, to become a party to the Credit Agreement as a
"Subsidiary Guarantor" thereunder, and under this Agreement, and to pledge and
grant a security interest in any of its property of the type included in
"Collateral" under this Agreement to the Administrative Agent for the benefit of
the Secured Parties). Accordingly, upon the execution and delivery of any such
Joinder Agreement by any such new Subsidiary, such new Subsidiary shall
automatically and immediately, and without any further action on the part of any
Person, become a "Securing Party" under and for all purposes of this Agreement,
and Annex 1 hereto shall be deemed to be supplemented in the manner specified in
said Joinder Agreement.

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                                      - 15 -

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

                         LAMAR MEDIA CORP.

                         By: ___________________
                                  Title:

                         INITIAL SUBSIDIARY GUARANTORS

                         LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                         LAMAR TEXAS GENERAL PARTNER, INC.
                         TLC PROPERTIES, INC.
                         TLC PROPERTIES II, INC.
                         LAMAR PENSACOLA TRANSIT, INC.
                         LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                         NEBRASKA LOGOS, INC.
                         OHIO LOGOS, INC.
                         UTAH LOGOS, INC.
                         SOUTH CAROLINA LOGOS, INC.
                         MINNESOTA LOGOS, INC.
                         MICHIGAN LOGOS, INC.
                         FLORIDA LOGOS, INC.
                         NEVADA LOGOS, INC.
                         TENNESSEE LOGOS, INC.
                         KANSAS LOGOS, INC.
                         COLORADO LOGOS, INC.
                         NEW MEXICO LOGOS, INC.
                         CANADIAN TODS LIMITED
                         LAMAR ADVERTISING OF MICHIGAN, INC.
                         LAMAR ELECTRICAL, INC.
                         AMERICAN SIGNS, INC.
                         LAMAR OCI NORTH CORPORATION, successor to Lamar Aztec,
                          Inc.
                         LAMAR OCI SOUTH CORPORATION
                         LAMAR ADVERTISING OF KENTUCKY, INC.
                         LAMAR FLORIDA, INC.
                         LAMAR ADVERTISING OF IOWA, INC.
                         LAMAR ADVAN, INC.
                         LAMAR ADVERTISING OF SOUTH DAKOTA, INC.

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                                      - 16 -

                         LAMAR CENTRAL OUTDOOR, INC., formerly known as Lamar
                          Advertising of Texas, Inc. and successor to Dowling
                          Company Incorporated, Lamar Martin Corporation, Lamar
                          MW Sign Corporation, Lamar Nevada Sign Corporation,
                          Lamar Outdoor Corporation, Lamar Whiteco Outdoor
                          Corporation, Lamar Springfield, Inc., Lamar West,
                          L.P., Lindsay Outdoor Advertising, Inc., Scenic
                          Marketing & Consulting, Inc., McCloskey Outdoor
                          Advertising, Inc. and Lamar G&H Outdoor Advertising,
                          L.L.C.
                         LAMAR ADVANTAGE HOLDING COMPANY, successor to Superior
                          Outdoor Advertising, Inc., Custom Leasing & Realty,
                          Inc., and Arkansas Outdoor Advertising Co., Inc.
                         LAMAR OHIO OUTDOOR HOLDING CORP.
                         LAMAR BENCHES, INC.
                         LAMAR I-40 WEST, INC.
                         LAMAR ADVERTISING OF OKLAHOMA, INC.
                         LAMAR OKLAHOMA HOLDING COMPANY, INC.
                         HARDIN DEVELOPMENT CORPORATION
                         PARSONS DEVELOPMENT COMPANY
                         REVOLUTION OUTDOOR ADVERTISING, INC.
                         OUTDOOR MARKETING SYSTEMS, INC.
                         LAMAR ADVERTISING SOUTHWEST, INC.
                         LAMAR DOA TENNESSEE HOLDINGS, INC.
                         LAMAR DOA TENNESSEE, INC.
                         TRANS WEST OUTDOOR ADVERTISING, INC.
                         LAMAR PINNACLE ACQUISITION CO.

                         By: ______________________________________
                                 Keith A. Istre
                                 Vice President -Finance and
                                 Chief Financial Officer

                         MISSOURI LOGOS, LLC, formerly known as Lamar Missouri,
                          LLC and successor to Missouri Logos, Inc.
                         KENTUCKY LOGOS, LLC, formerly known as Lamar Kentucky,
                          LLC and successor to Kentucky Logos, Inc.
                         OKLAHOMA LOGOS, L.L.C., successor to Oklahoma Logo
                          Signs, Inc.

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                                      - 17 -

                         MISSISSIPPI LOGOS, L.LC., successor to Mississippi
                          Logos, Inc.
                         DELAWARE LOGOS, L.L.C.
                         NEW JERSEY LOGOS, L.L.C., successor to New Jersey
                          Logos, Inc.
                         GEORGIA LOGOS, L.L.C., formerly known as Georgia Logos,
                          Inc.
                         VIRGINIA LOGOS, LLC, successor to Virginia Logos, Inc.
                         MAINE LOGOS, L.L.C.
                         WASHINGTON LOGOS, L.L.C.

                         By: Interstate Logos, L.L.C.
                         Its: Managing Member
                         By: Lamar Media Corp., Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

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                                      - 18 -

                         INTERSTATE LOGOS, L.L.C., successor to Interstate
                          Logos, Inc.
                         THE LAMAR COMPANY, L.L.C., successor to Lamar
                          Advertising of Alabama, Inc., Lamar Advertising of
                          Ashland, Inc., Lamar Advertising of Greenville, Inc.,
                          Lamar Advertising of Jackson, Inc., Lamar Advertising
                          of Joplin, Inc., Lamar Advertising of Mobile, Inc.,
                          Lamar Advertising of Missouri, Inc., Lamar Advertising
                          of South Georgia, Inc., Lamar Advertising of South
                          Mississippi, Inc., Lamar Robinson, Inc., South Dakota
                          Advertising, Inc., The Lamar Corporation, Lamar
                          Bellows Outdoor Advertising, Inc., Lamar Hardy Outdoor
                          Advertising, Inc., Able Outdoor, Inc., Lamar KYO,
                          Inc., Lamar Advertising of Macon, L.L.C., Outdoor
                          West, Inc. of Tennessee and Outdoor West, Inc. of
                          Georgia

                         By: Lamar Media Corp.,
                         Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

                         LAMAR ADVERTISING OF PENN, LLC, successor to Lamar
                          Advertising of Penn, Inc.
                         LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                         LAMAR TENNESSEE, L.L.C., successor to Lamar Advertising
                          of Roland, Inc.
                         LAMAR AIR, 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:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

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                                      - 19 -

                         LAMAR TEXAS LIMITED PARTNERSHIP, successor to
                          Lamar Advertising of Huntington-Bridgeport, Inc.,
                          Lamar Advertising of West Virginia, Inc., and Lamar
                          Ember, Inc.
                         By: Lamar Texas General Partner, Inc.
                         Its: General Partner

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

                         TLC PROPERTIES, L.L.C.
                         By: TLC Properties, Inc.
                         Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

                         OUTDOOR PROMOTIONS WEST, LLC
                         TRANSIT AMERICA LAS VEGAS, L.L.C.
                         LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC,
                          successor to Triumph Outdoor Louisiana, LLC
                         TRIUMPH OUTDOOR RHODE ISLAND, LLC

                         By: Triumph Outdoor Holdings, LLC
                         Its: Managing Member
                         By: Lamar Central Outdoor, Inc.
                         Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

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                                      - 20 -

                         LAMAR ADVANTAGE GP COMPANY, LLC
                         LAMAR ADVANTAGE LP COMPANY, LLC, successor to Lamar
                          Wright Poster Corp.
                         TRIUMPH OUTDOOR HOLDINGS, LLC

                         By: Lamar Central Outdoor, Inc.
                         Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President - Finance and
                                 Chief Financial Officer

                         LAMAR ADVANTAGE OUTDOOR
                          COMPANY, L.P.

                         By: Lamar Advantage GP Company, LLC
                         Its: General Partner
                         By: Lamar Central Outdoor, Inc.
                         Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President-Finance and
                                 Chief Financial Officer

                         LAMAR T.T.R., L.L.C.
                         By: Lamar Advertising of Youngstown, Inc.
                         Its: Managing Member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President-Finance and
                                 Chief Financial Officer

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                         TEXAS LOGOS, L.P., formerly known as Texas Logos, Inc.
                         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:_______________________________________
                                 Keith A. Istre
                                 Vice President-Finance and
                                 Chief Financial Officer

                         OUTDOOR MARKETING SYSTEMS, L.L.C.
                         By: Outdoor Marketing Systems, Inc.
                         Its: Managing member

                         By:_______________________________________
                                 Keith A. Istre
                                 Vice President-Finance and
                                 Chief Financial Officer

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                                      - 22 -

                              ADMINISTRATIVE AGENT

                         JPMORGAN CHASE BANK,
                         as Administrative Agent

                         By: ____________________
                                 Title:

                                Pledge Agreement

<PAGE>

                                                                         ANNEX 1

                                ANNEX 1 - PART 1

                          RESTRICTIONS - ARTICLE II (b)

                    11% SENIOR SECURED NOTES DUE MAY 15, 2003
                 PURSUANT TO INDENTURE DATED AS OF MAY 15, 1993

                 STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
                         DATED AS OF SEPTEMBER 25, 1997
                    9.625% SENIOR SUBORDINATED NOTES DUE 2006

                 STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
                         DATED AS OF SEPTEMBER 25, 1997
     8.625% SENIOR SUBORDINATED NOTES DUE 2007 (NET OF UNAMORTIZED DISCOUNT)

           WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, AS TRUSTEE
                          DATED AS OF DECEMBER 23, 2002
                    7.25% SENIOR SUBORDINATED NOTES DUE 2013

                  JPMORGAN CHASE BANK AS ADMINISTRATIVE AGENT,
                     CREDIT AGREEMENT DATED AUGUST 19, 1999

         DOCUMENTS SECURING LOANS FROM THE SMALL BUSINESS ADMINISTRATION

                           Annex 1 to Pledge Agreement

<PAGE>

                                      - 2 -

                                ANNEX 1 - Part 2

                                 Pledged Equity

<TABLE>
<CAPTION>
          DEBTOR/                                                CLASS AND       NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                    PAR VALUE     OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
Lamar Advertising Company          Lamar Media Corp.           Common/$0.01       100             2             100
                                                                 Par Value

The Lamar Company, L.L.C.          Lamar Advertising of           Common/        1,600           12             100
                                   Colorado Springs,           No Par Value
                                   Inc.

The Lamar Company,                 TLC Properties II, Inc.        Common/         100             2             100
L.L.C.                                                             $0.01
                                                                  Par Value

The Lamar Company,                 Lamar Advertising              Class A        1,000           26             100
L.L.C.                             of Youngstown,                 Common/
                                   Inc.                        No Par Value

The Lamar Company,                 Lamar Air, L.L.C.             Membership        90             4              90
L.L.C.                                                            Interest

The Lamar Company,                 Lamar Pensacola                Common/         100             2             100
L.L.C.                             Transit, Inc.               No Par Value

The Lamar Company,                 Lamar Tennessee,              Membership      1,000            3             100
L.L.C.                             L.L.C.                         Interest

The Lamar Company,                 Lamar Texas General            Common/        1,000            2             100
L.L.C.                             Partner, Inc.               No Par Value

The Lamar Company,                 TLC Properties, Inc.           Common/         385             8             100
L.L.C.                                                         No Par Value

The Lamar Company,                 American Signs, Inc.           Class A        1,000            3             100
L.L.C.                                                            Common/
                                                                   $1.00
                                                                 Par Value
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 3 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
The Lamar Company,                 Lamar OCI North                Class A         100           A023            100
L.L.C.                             Corporation                    Common/
                                                                   $0.10
                                                                 Par Value

The Lamar Company,                 Lamar OCI South                Common/        3,600           59             100
L.L.C.                             Corporation                    $100.00
                                                                 Par Value

The Lamar Company,                 Lamar Advertising              Common/        1,000            4             100
L.L.C.                             of Kentucky, Inc.           No Par Value

The Lamar Company,                 Lamar Electrical,              Class A        1,000            2             100
L.L.C.                             Inc.                           Common;
                                                                   $0.01
                                                                 Par Value

The Lamar Company,                 Lamar Advertising              Class A        1,000            3             100
L.L.C.                             of Michigan, Inc.              Common/
                                                               No Par Value

The Lamar Company,                 Lamar Advertising              Class A        1,000            2             100
L.L.C.                             of South Dakota,               Common/
                                   Inc.                            $0.01
                                                                 Par Value

The Lamar Company,                 Lamar Advertising             Membership      1,000            2             100
L.L.C.                             of Louisiana, L.L.C.           Interest

The Lamar Company,                 Lamar Advertising             Membership      1,000            1             100
L.L.C.                             of Penn, LLC                   Interest

The Lamar Company,                 Lamar Advertising              Common/        1,000            7             100
L.L.C.                             of Iowa, Inc.               No Par Value

The Lamar Company,                 Lamar Florida, Inc.         Common No Par     1,000            3             100
L.L.C.                                                            Value

The Lamar Company,                 LC Billboard, L.L.C.          Membership      1,000            1             100
L.L.C.                                                           Interest
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 4 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
The Lamar Company,                 Lamar Ohio Outdoor          Common/ Par       1,000          35             100
L.L.C.                             Holding Corp.                Value $0.01

The Lamar Company,                 Outdoor Marketing           Common/ Par      10,000          5              100
L.L.C.                             Systems, Inc.                Value $1.00

The Lamar Company,                 Lamar Pinnacle              Common/Par         100           2              100
L.L.C.                             Acquisition Co.              Value of
                                                                $0.001

The Lamar Company,                 Trans West Outdoor          Common/Par         100           5              100
L.L.C.                             Advertising, Inc.            Value of
                                                                 $0.001

Outdoor Marketing Systems,         Outdoor Marketing           Membership        1,000          1              100
Inc.                               Systems, L.L.C.              Interest

Lamar Advertising                  Lamar Benches,                Class A          100           2              100
of Oklahoma, Inc.                  Inc.                         Common/
                                                                 $0.001
                                                                Par Value

Lamar Advertising                  Lamar Advan, Inc.             Common/         1,000          4              100
of Penn, LLC                                                   No Par Value

Lamar Advertising of Penn,         Lamar Texas Limited         Partnership        N/A           4               99
LLC                                Partnership                   Interest

Lamar Advertising of Penn,         Florida Logos, Inc.         Common/ No Par     400           3               80
LLC                                                               Value

Lamar Advantage LP                 Lamar Advantage                N/A             N/A          1LP             99.9
Company, LLC                       Outdoor Company, L.P.

Lamar Advantage GP                 Lamar Advantage                N/A             N/A          1GP              0.1
Company, LLC                       Outdoor Company,
                                   L.P.
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 5 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
Lamar Advantage                    Lamar Advantage                Class A         100           2               100
Outdoor Company, L.P.              Holding Company               Common/
                                                                  $0.001
                                                                Par Value

Lamar Central Outdoor, Inc.        Lamar Advantage                  N/A          1,000          2               100
                                   GP Company,
                                   LLC

Lamar Central Outdoor, Inc.        Lamar Advantage                  N/A          1,000          2               100
                                   LP Company, LLC

Lamar Advertising of               Lamar T.T.R., L.L.C.          Membership      1,000          1               100
Youngstown, Inc.                                                  Interest

Lamar Oklahoma                     Lamar I-40 West,               Class A         100           2               100
Holding Company,                   Inc.                           Common/
Inc.                                                               $0.001
                                                                 Par Value

Lamar Oklahoma                     Lamar Advertising              Class A         100           6               100
Holding Company,                   of Oklahoma, Inc.              Common/
Inc.                                                               $0.001
                                                                 Par Value

Lamar Central Outdoor, Inc.        Revolution Outdoor             Class A        1,000         A-5              100
                                   Advertising, Inc.              Common/
                                                               Voting: $1.00
                                                                 Par Value
                                                                  Class B        1,000         B-8
                                                                 Non-Voting
                                                                    $1.00
                                                                 Par Value

Lamar Central Outdoor, Inc.        Triumph Outdoor               Membership       100           2               100
                                   Holdings, LLC                  Interest

Lamar Media Corp.                  Interstate Logos,             Membership      1,000          1               100
                                   L.L.C.                         Interest

Lamar Media Corp.                  The Lamar Company, L.L.C.     Membership      1,000          1               100
                                                                  Interest
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 6 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
Lamar Media Corp.                  Lamar Central Outdoor,         Class A         100            5              100
                                   Inc.                           Common/
                                                                   $0.001
                                                                 Par Value

Lamar Media Corp.                  Lamar Oklahoma                 Class A         100            3              100
                                   Holding Company,               Common/
                                   Inc.                            $0.001
                                                                 Par Value

Lamar Media Corp.                  Lamar Advertising           Class A Common     100            1              100
                                   Southwest, Inc.                /$0.001
                                                                 Par Value

Lamar Media Corp.                  Lamar DOA Tennessee         Common/$0.001      100           C-3             100
                                   Holdings, Inc.                Par Value

Lamar DOA Tennessee Holdings,      Lamar DOA Tennessee, Inc.   Common/$0.001      100           C-8             100
Inc.                                                             Par Value

Lamar Texas General                Lamar Texas Limited          Partnership       N/A            1               1
Partner, Inc.                      Partnership                    Interest

Interstate Logos, L.L.C.           Utah Logos, Inc.               Common/         100            3              100
                                                               No Par Value

Interstate Logos, L.L.C.           Virginia Logos, LLC            Common/         1000           2              100
                                                               No Par Value

Interstate Logos, L.L.C.           Colorado Logos, Inc.           Common/         100            2              100
                                                               No Par Value

Interstate Logos, L.L.C.           New Mexico Logos, Inc.         Common/         100            2              100
                                                               No Par Value

Interstate Logos, L.L.C.           Canadian TODS Limited          Common/          65            4               65
                                                               No Par Value

Interstate Logos, L.L.C.           Delaware Logos,                  N/A          1,000           2              100
                                   L.L.C.
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 7 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
Interstate Logos, L.L.C.           Florida Logos, Inc.            Common/         100            4               20
                                                               No Par Value

Interstate Logos, L.L.C.           Georgia Logos, L.L.C.         Membership      1,000           2              100
                                                                  Interest

Interstate Logos, L.L.C..          Kansas Logos, Inc.             Common/         100            2              100
                                                               No Par Value

Interstate Logos, L.L.C.           Kentucky Logos, LLC           Membership       1000           2              100
                                                                  Interest

Interstate Logos, L.L.C.           Lamar Air, L.L.C.             Membership        10            5               10
                                                                  Interest

Interstate Logos, L.L.C.           Michigan Logos, Inc.        Common/ No Par     100            3              100
                                                                   Value

Interstate Logos, L.L.C.           Minnesota Logos, Inc.          Common/         100            2              100
                                                               No Par Value

Interstate Logos, L.L.C.           Mississippi Logos,            Membership      1,000           2              100
                                   L.L.C.                         Interest

Interstate Logos, L.L.C.           Missouri Logos, LLC           Membership       1000           2              100
                                                                  Interest

Interstate Logos, L.L.C.           Nebraska Logos, Inc.           Common/         100            3              100
                                                                   $1.00
                                                                 Par Value

Interstate Logos, L.L.C.           Nevada Logos, Inc.             Common/         100            2              100
                                                               No Par Value

Interstate Logos, L.L.C.           New Jersey Logos, L.L.C.      Membership      1,000           2              100
                                                                  Interest

Interstate Logos, L.L.C.           Ohio Logos, Inc.               Common/         100            3              100
                                                               No Par Value
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 8 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
Interstate Logos, L.L.C.           Oklahoma Logos,             Membership         1000          2               100
                                   L.L.C.                       Interest

Interstate Logos, L.L.C.           South Carolina                 Common/          100          2               100
                                   Logos, Inc.                 No Par Value

Interstate Logos, L.L.C.           Tennessee Logos, Inc.          Common/          100          2               100
                                                               No Par Value

Interstate Logos, L.L.C.           Texas Logos, L.P.               N/A             N/A         2 LP              99%

Interstate Logos, L.L.C.           Maine Logos, L.L.C.             N/A             N/A          1               100

Interstate Logos, L.L.C.           Washington Logos, L.L.C.        N/A             N/A          1               100

Oklahoma Logos, L.L.C.             Texas Logos, L.P.               N/A             N/A         1 GP               1%

Revolution Outdoor Advertising,    Hardin Development            Common/           100          4               100
Inc.                               Corporation                    $1.00
                                                                Par Value

Revolution Outdoor Advertising,    Parsons Development           Common/           500          3               100
Inc.                               Company                        $1.00
                                                                Par Value

TLC Properties, Inc.               TLC Properties, L.L.C.       Membership        1,000         1               100
                                                                 Interest

Triumph Outdoor Holdings, LLC      Outdoor Promotions West,        N/A             100          1               100
                                   LLC

Triumph Outdoor Holdings, LLC      Transit America                 N/A             100          1               100
                                   Las Vegas, L.L.C.

Triumph Outdoor Holdings, LLC      Lamar Transit                   N/A            1000          2               100
                                   Advertising of New
                                   Orleans, LLC

Triumph Outdoor Holdings, LLC      Triumph Outdoor Rhode           N/A             100          1               100
                                   Island, LLC
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 9 -

<TABLE>
<CAPTION>
          DEBTOR/                                               CLASS AND        NUMBER     CERTIFICATE        % OF
    PLEDGOR OWNERSHIP                  ISSUER                   PAR VALUE      OF SHARES      NUMBER         OWNERSHIP
<S>                                <C>                         <C>             <C>          <C>              <C>
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 10 -

                                                                         ANNEX 2

                                 FILING DETAILS

                                                                         ANNEX 2

<TABLE>
<CAPTION>
                                   Type of                          Organizatio
                                Organization                          nal ID
                                (corporation,        Jurisdiction     Number                              Place of Business or
  Current Legal Name          limited liability          of            (if              Current               Location of
   (no trade names)             company, etc.)       Organization   applicable)     Mailing Address       Chief Executive Order
--------------------------   ---------------------   ------------   -----------   ---------------------   ---------------------
<S>                          <C>                     <C>            <C>           <C>                     <C>
Lamar Advertising            Corporation             Delaware       72-1449411    5551 Corporate Blvd.,   5551 Corporate Blvd.,
Company                                                                           Ste. 2A,                Ste. 2A,
                                                                                  Baton Rouge, LA 70808   Baton Rouge, LA 70808

Lamar Media Corp.            Corporation             Delaware       72-1205791       Same as above           Same as above

American Signs, Inc.         Corporation             Washington     91-1642046       Same as above           Same as above

Canadian Tods Limited        Corporation             Nova Scotia        N/A          Same as above           Same as above

Colorado Logos, Inc.         Corporation             Colorado       84-1480715       Same as above           Same as above

Delaware Logos, L.L.C.       Limited liability co.   Delaware       51-0392715       Same as above           Same as above

Florida Logos, Inc.          Corporation             Florida        65-0671887       Same as above           Same as above

Hardin Development           Corporation             Florida        59-3194679       Same as above           Same as above
Corporation

Kansas Logos, Inc.           Corporation             Kansas         48-1187701       Same as above           Same as above

Kentucky Logos, LLC          Limited liability co.   Kentucky       62-1839054       Same as above           Same as above

Lamar Advertising of         Corporation             Colorado       72-0931093       Same as above           Same as above
Colorado Springs, Inc.

Lamar Advertising of         Corporation             Kentucky       61-1306385       Same as above           Same as above
Kentucky, Inc.

Lamar Advertising of         Corporation             Michigan       38-3376495       Same as above           Same as above
Michigan, Inc.

Lamar Advertising of South   Corporation             South          46-0446615       Same as above           Same as above
Dakota, Inc.                                         Dakota

Lamar Advertising of         Corporation             Delaware       23-2669670       Same as above           Same as above
Youngstown, Inc.

Lamar Air, L.L.C.            Limited liability co.   Louisiana      72-1277136       Same as above           Same as above

Lamar Electrical, Inc.       Corporation             Louisiana      72-1392115       Same as above           Same as above
</TABLE>

<TABLE>
<CAPTION>
  Current Legal Name              Former Legal Name(s)
   (no trade names)                    (if any)
--------------------------   ----------------------------
<S>                          <C>
Lamar Advertising               Lamar New Holding Co.
Company

Lamar Media Corp.             Lamar Advertising Company

American Signs, Inc.

Canadian Tods Limited

Colorado Logos, Inc.

Delaware Logos, L.L.C.

Florida Logos, Inc.

Hardin Development
Corporation

Kansas Logos, Inc.

Kentucky Logos, LLC

Lamar Advertising of
Colorado Springs, Inc.

Lamar Advertising of         Kentucky Outdoor Advertising
Kentucky, Inc.                       Works, Inc.

Lamar Advertising of
Michigan, Inc.

Lamar Advertising of South
Dakota, Inc.

Lamar Advertising of          FKM Advertising Co., Inc.
Youngstown, Inc.

Lamar Air, L.L.C.

Lamar Electrical, Inc.
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 11 -

<TABLE>
<CAPTION>
                                   Type of                          Organizatio
                                Organization                          nal ID
                                (corporation,        Jurisdiction     Number                              Place of Business or
  Current Legal Name          limited liability          of            (if              Current               Location of
   (no trade names)             company, etc.)       Organization   applicable)     Mailing Address       Chief Executive Order
--------------------------   ---------------------   ------------   -----------   ---------------------   ---------------------
<S>                          <C>                     <C>            <C>           <C>                     <C>
Lamar OCI North              Corporation             Delaware       38-2885263       Same as above           Same as above
Corporation

Lamar OCI South              Corporation             Mississippi    64-0520092       Same as above           Same as above
Corporation

Lamar Pensacola              Corporation             Florida        59-3391978       Same as above           Same as above
Transit, Inc.

Lamar Tennessee, L.L.C.      Limited liability co.   Tennessee      72-1309007       Same as above           Same as above

Lamar Texas General          Corporation             Louisiana      72-1309003       Same as above           Same as above
Partner, Inc.

Lamar Texas Limited          Limited Partnership     Texas          72-1309005       Same as above           Same as above
Partnership

Michigan Logos, Inc.         Corporation             Michigan       38-3071362       Same as above           Same as above

Minnesota Logos, Inc.        Corporation             Minnesota      41-1800355       Same as above           Same as above

Missouri Logos, LLC          Limited liablity co.    Missouri       72-1485587       Same as above           Same as above

Nebraska Logos, Inc.         Corporation             Nebraska       72-1137877       Same as above           Same as above

Nevada Logos, Inc.           Corporation             Nevada         88-0373108       Same as above           Same as above

New Mexico Logos, Inc.       Corporation             New Mexico     85-0446801       Same as above           Same as above

Ohio Logos, Inc.             Corporation             Ohio           72-1148212       Same as above           Same as above

Outdoor Promotions           Limited liability co.   Delaware       22-3598746       Same as above           Same as above
West, LLC

Parsons Development          Corporation             Florida        59-3500218       Same as above           Same as above
Company

Revolution Outdoor           Corporation             Florida        59-3418650       Same as above           Same as above
Advertising, Inc.

South Carolina Logos, Inc.   Corporation             South          58-2152628       Same as above           Same as above
                                                     Carolina

Tennessee Logos, Inc.        Corporation             Tennessee      62-1649765       Same as above           Same as above

Texas Logos, L.P.            Limited partnership     Texas          72-1490894       Same as above           Same as above

TLC Properties II, Inc.      Corporation             Texas          72-1336624       Same as above           Same as above

TLC Properties, Inc.         Corporation             Louisiana      72-0640751       Same as above           Same as above

TLC Properties, L.L.C.       Limited liability co.   Louisiana      72-1417495       Same as above           Same as above
</TABLE>

<TABLE>
<CAPTION>
  Current Legal Name              Former Legal Name(s)
   (no trade names)                    (if any)
--------------------------   ----------------------------
<S>                          <C>
Lamar OCI North                      OCI (N) Corp.
Corporation

Lamar OCI South                      OCI (S) Corp.
Corporation

Lamar Pensacola
Transit, Inc.

Lamar Tennessee, L.L.C.

Lamar Texas General
Partner, Inc.

Lamar Texas Limited
Partnership

Michigan Logos, Inc.

Minnesota Logos, Inc.

Missouri Logos, LLC

Nebraska Logos, Inc.

Nevada Logos, Inc.

New Mexico Logos, Inc.

Ohio Logos, Inc.

Outdoor Promotions
West, LLC

Parsons Development
Company

Revolution Outdoor
Advertising, Inc.

South Carolina Logos, Inc.

Tennessee Logos, Inc.

Texas Logos, L.P.

TLC Properties II, Inc.

TLC Properties, Inc.

TLC Properties, L.L.C.
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 12 -

<TABLE>
<CAPTION>
                                   Type of                          Organizatio
                                Organization                          nal ID
                                (corporation,        Jurisdiction     Number                              Place of Business or
  Current Legal Name          limited liability          of            (if              Current               Location of
   (no trade names)             company, etc.)       Organization   applicable)     Mailing Address       Chief Executive Order
--------------------------   ---------------------   ------------   -----------   -------------------     ---------------------
<S>                          <C>                     <C>            <C>           <C>                     <C>
Transit America Las Vegas,   Limited liability co.   Delaware       88-0386243       Same as above           Same as above
L.L.C.

Triumph Outdoor Holdings,    Limited liability co.   Delaware       13-3990438       Same as above           Same as above
LLC

Lamar Transit Advertising    Limited liability co.   Delaware       52-2122268       Same as above           Same as above
of New Orleans, LLC

Triumph Outdoor Rhode        Limited liability co.   Delaware       05-0500914       Same as above           Same as above
Island, LLC

Utah Logos, Inc.             Corporation             Utah           72-1148211       Same as above           Same as above

Virginia Logos, LLC          Limited liability co.   Virginia       62-1839208       Same as above           Same as above

The Lamar Company,           Limited liability co.   Louisiana      72-1462298       Same as above           Same as above
L.L.C.

Lamar Advertising of Penn,   Limited liability co.   Delaware       72-1462301       Same as above           Same as above
LLC

Lamar Advertising of         Limited liability co.   Louisiana      72-1462297       Same as above           Same as above
Louisiana, L.L.C.

Lamar Florida, Inc.          Corporation             Florida        72-1467178       Same as above           Same as above

Lamar Advan, Inc.            Corporation             Pennsylvania   25-1736076       Same as above           Same as above

Lamar Advertising of Iowa,   Corporation             Iowa           42-1474840       Same as above           Same as above
Inc.

Lamar T.T.R., L.L.C.         Limited liability co.   Arizona        86-0928767       Same as above           Same as above

Lamar Central Outdoor,       Corporation             Delaware       76-0637519       Same as above           Same as above
Inc.

Lamar Advantage GP           Limited liability co.   Delaware       72-1490891       Same as above           Same as above
Company, LLC

Lamar Advantage LP           Limited liability co.   Delaware       76-0637519       Same as above           Same as above
Company, LLC

Lamar Advantage Outdoor      Limited partnership     Delaware       74-2841299       Same as above           Same as above
Company, L.P.

Lamar Advantage Holding      Corporation             Delaware       76-0619569       Same as above           Same as above
Company

Lamar Oklahoma Holding       Corporation             Oklahoma       73-1474290       Same as above           Same as above
</TABLE>

<TABLE>
<CAPTION>
  Current Legal Name              Former Legal Name(s)
   (no trade names)                    (if any)
--------------------------   ----------------------------
<S>                          <C>
Transit America Las Vegas,
L.L.C.

Triumph Outdoor Holdings,    Transit America Holdings,
LLC                                    LLC

Lamar Transit Advertising    Triumph Outdoor Louisiana,
of New Orleans, LLC                     LLC

Triumph Outdoor Rhode        Transit America Holdings,
Island, LLC                             LLC

Utah Logos, Inc.

Virginia Logos, LLC

The Lamar Company,
L.L.C.

Lamar Advertising of Penn,
LLC

Lamar Advertising of
Louisiana, L.L.C.

Lamar Florida, Inc.

Lamar Advan, Inc.                Advan Outdoor, Inc.

Lamar Advertising of Iowa,      Dowie Advertising Co.
Inc.

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

Lamar Central Outdoor,       Advantage Outdoor Company,
Inc.                         Inc. to Lamar Advertising of
                                     Texas, Inc.

Lamar Advantage GP            Advantage GP Company, LLC
Company, LLC

Lamar Advantage LP            Advantage LP Company, LLC
Company, LLC

Lamar Advantage Outdoor       Advantage Outdoor Company,
Company, L.P.                             L.P.

Lamar Advantage Holding       Advantage Holding Company
Company

Lamar Oklahoma Holding           Lamar Advertising of
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 13 -

<TABLE>
<CAPTION>
                                   Type of                          Organizatio
                                Organization                          nal ID
                                (corporation,        Jurisdiction     Number                              Place of Business or
  Current Legal Name          limited liability          of            (if              Current               Location of
   (no trade names)             company, etc.)       Organization   applicable)      Mailing Address      Chief Executive Order
--------------------------   ---------------------   ------------   -----------   ---------------------   ---------------------
<S>                          <C>                     <C>            <C>           <C>                     <C>
Company, Inc.

Lamar Advertising of         Corporation             Oklahoma       73-1178474       Same as above           Same as above
Oklahoma, Inc.

Lamar Benches, Inc.          Corporation             Oklahoma       73-1524386       Same as above           Same as above

Lamar I-40 West, Inc.        Corporation             Oklahoma       73-1498886       Same as above           Same as above

Georgia Logos, L.L.C.        Limited liability co.   Georgia        72-1469485       Same as above           Same as above

Mississippi Logos, L.L.C.    Limited liability co.   Mississippi    72-1469487       Same as above           Same as above

New Jersey Logos, L.L.C.     Limited liability co.   New Jersey     72-1469048       Same as above           Same as above

Oklahoma Logos, L.L.C.       Limited liability co.   Oklahoma       72-1469103       Same as above           Same as above

Interstate Logos, L.L.C.     Limited liability co.   Louisiana      72-1490893       Same as above           Same as above

LC Billboard, L.L.C.         Limited liability co.   Delaware       63-1692342       Same as above           Same as above

Lamar Ohio Outdoor           Corporation             Ohio           34-1597561       Same as above           Same as above
Holding Corp.

Outdoor Marketing            Corporation             Pennsylvania   23-2659279       Same as above           Same as above
Systems, Inc.

Outdoor Marketing            Limited liability co.   Pennsylvania   23-2659279       Same as above           Same as above
Systems, LLC

Lamar Advertising            Corporation             Nevada         85-0113644       Same as above           Same as above
Southwest, Inc.

Lamar DOA Tennessee          Corporation             Delaware       41-1991164       Same as above           Same as above
Holding, Inc.

Lamar DOA Tennessee,         Corporation             Delaware       41-1882464       Same as above           Same as above
Inc.

Maine Logos, L.L.C.          Limited liability co.   Maine          72-1492985       Same as above           Same as above

Trans West Outdoor           Corporation             California     33-0825978       Same as above           Same as above
Advertising, Inc.

Washington Logos, L.L.C.     Limited liability co.   Washington     73-1648809       Same as above           Same as above

Lamar Pinnacle Acquisition   Corporation             Georgia        02-0667329       Same as above           Same as above
Co.
</TABLE>

<TABLE>
<CAPTION>
  Current Legal Name              Former Legal Name(s)
   (no trade names)                    (if any)
--------------------------   ----------------------------
<S>                          <C>
Company, Inc.                       Oklahoma, Inc.

Lamar Advertising of          Tyler Outdoor Advertising,
Oklahoma, Inc.                          Inc.

Lamar Benches, Inc.              Tyler Benches, Inc.

Lamar I-40 West, Inc.           Tyler I-40 West, Inc.

Georgia Logos, L.L.C.            Georgia Logos, Inc.

Mississippi Logos, L.L.C.

New Jersey Logos, L.L.C.

Oklahoma Logos, L.L.C.

Interstate Logos, L.L.C.

LC Billboard, L.L.C.

Lamar Ohio Outdoor            Ohio Outdoor Holding Corp.
Holding Corp.

Outdoor Marketing
Systems, Inc.

Outdoor Marketing
Systems, LLC

Lamar Advertising             Bowlin Outdoor Advertising
Southwest, Inc.              & Travel Centers Incorporated

Lamar DOA Tennessee          Delite Outdoor Advertising of
Holding, Inc.                  Tennessee Holdings, Inc.

Lamar DOA Tennessee,         Delite Outdoor Advertising of
Inc.                                Tennessee, Inc.

Maine Logos, L.L.C.

Trans West Outdoor
Advertising, Inc.

Washington Logos, L.L.C.

Lamar Pinnacle Acquisition
Co.
</TABLE>

                           Annex 2 to Pledge Agreement

<PAGE>

                                      - 14 -

                                                                         ANNEX 3

                               "NEW DEBTOR" EVENTS

Description of Event                                              Date of Event

                          Annex 2 to Pledge Agreement

<PAGE>

                                                                     EXHIBIT D-2

                [Form of Holdings Guaranty and Pledge Agreement]

                          GUARANTY AND PLEDGE AGREEMENT

                  GUARANTY AND PLEDGE AGREEMENT dated as of March 7, 2003
between LAMAR ADVERTISING COMPANY, a corporation duly organized and validly
existing under the laws of the State of Delaware ("Holdings"), and JPMorgan
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., a Delaware corporation (the "Borrower"),
the Subsidiary Guarantors named therein, the lenders named therein and JPMorgan
Chase Bank, as administrative agent, are party to a Credit Agreement dated as of
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
said lenders (collectively, together with any entity that becomes a "Lender"
party to the Credit Agreement after the date hereof as provided therein, the
"Lenders" and, together with Administrative Agent 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 (or their affiliates) under the Credit Agreement in
respect of Swap Agreements under and as defined in the Credit Agreement
(collectively, the "Swap Agreements").

                  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, Holdings has agreed to
pledge and grant a security interest in the Collateral (as so defined) as
security for the Secured Obligations (as so defined). Accordingly, the parties
hereto agree as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Defined Terms. Terms defined in the Credit
Agreement are used herein as defined therein. In addition, as used herein:

                  "Collateral" has the meaning assigned to such term in Article
IV.

                  "Pledged Stock" has the meaning assigned to such term in
paragraph (a) of Article IV.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 2 -

                  "Secured Obligations" means, collectively, all obligations of
Holdings hereunder (including, without limitation) in respect of its Guarantee
under Article II hereof).

                  "Stock Collateral" has the meaning assigned to such term in
clause (c) of Article IV.

                  "Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

                  SECTION 1.02. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections and Exhibits shall be construed to refer
to Articles and Sections of, and Exhibits to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

                                   ARTICLE II

                              GUARANTEE BY HOLDINGS

                  SECTION 2.01. The Guarantee. Holdings hereby guarantees to
each Lender, the Issuing Lender and the Administrative Agent and their
respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration or otherwise) of the principal of and
interest on the Loans made by the Lenders to the Borrower, all LC Disbursements
and all other amounts from time to time owing to the Lenders, the Issuing Lender
or the Administrative Agent by the Borrower hereunder or under any other Loan
Document, and all obligations of the Borrower to any Lender or any affiliate of
a Lender under any Swap Agreement, in each case strictly in accordance with the
terms thereof (such obligations being herein collectively called the "Guaranteed
Obligations"). Holdings further agrees that if the Borrower shall fail to pay in
full when due (whether at stated maturity, by acceleration or otherwise) any of
the Guaranteed Obligations, Holdings will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 3 -

(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.

                  For purposes hereof, it is understood that any Guaranteed
Obligations to a Person arising under an agreement entered into at the time such
Person (or an affiliate thereof) is a "Lender" party to the Credit Agreement
shall nevertheless continue to constitute Guaranteed Obligations for purposes
hereof, notwithstanding that such Person (or its affiliate) may have assigned
all of its Loans and other interests in the Credit Agreement and, therefore, at
the time a claim is to be made in respect of such Guaranteed Obligations, such
Person (or its affiliate) is no longer a "Lender" party to the Credit Agreement.

                  SECTION 2.02. Obligations Unconditional. The obligations of
Holdings under Section 2.01 are absolute and unconditional irrespective of the
value, genuineness, validity, regularity or enforceability of this Agreement,
the other Loan Documents or any other agreement or instrument referred to herein
or therein, or any substitution, release or exchange of any other guarantee of
or security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 2.02 that the
obligations of Holdings hereunder shall be absolute and unconditional under any
and all circumstances. Without limiting the generality of the foregoing, it is
agreed that the occurrence of any one or more of the following shall not alter
or impair the liability of Holdings hereunder which shall remain absolute and
unconditional as described above:

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

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

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

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

Holdings hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent, the Issuing Lender or

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 4 -

any Lender exhaust any right, power or remedy or proceed against the Borrower
hereunder or under the other Loan Documents or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

                  SECTION 2.03. Reinstatement. The obligations of Holdings under
this Article II shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and Holdings agrees that it will
indemnify the Administrative Agent, the Issuing Lender and each Lender on demand
for all reasonable costs and expenses (including fees of counsel) incurred by
the Administrative Agent, any Lender or the Issuing Lender in connection with
such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.

                  SECTION 2.04. Subrogation. Holdings hereby waives all rights
of subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under the Federal
Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by it
pursuant to the provisions of this Article II and further agrees with the
Borrower for the benefit of each of its creditors (including, without
limitation, the Issuing Lender, each Lender and the Administrative Agent) that
any such payment by it shall constitute a contribution of capital by Holdings to
the Borrower.

                  SECTION 2.05. Remedies. Holdings agrees that, as between
Holdings and the Lenders, the obligations of the Borrower hereunder may be
declared to be forthwith due and payable as provided in Article VIII of the
Credit Agreement or Section 2.04(i) of the Credit Agreement, as applicable (and
shall be deemed to have become automatically due and payable in the
circumstances provided in Article VIII of the Credit Agreement or Section
2.04(i) of the Credit Agreement, as applicable) for purposes of Section 2.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against the Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by the Borrower) shall forthwith
become due and payable by Holdings for purposes of Section 2.01.

                  SECTION 2.06. Instrument for the Payment of Money. Holdings
hereby acknowledges that the guarantee in this Article II constitutes an
instrument for the payment of money, and consents and agrees that the Issuing
Lender, any Lender or the Administrative Agent, at its sole option, in the event
of a dispute by Holdings in the payment of any moneys due hereunder, shall have
the right to bring motion-action under New York CPLR Section 3213.

                  SECTION 2.07. Continuing Guarantee. The guarantee in this
Article II is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 5 -

                                   ARTICLE III

                         Representations and Warranties

                  Holdings represents and warrants that:

                  SECTION 3.01. Organization; Powers. Holdings is duly
organized, validly existing and in good standing under the laws of its state of
organization. Holdings has all requisite power and authority under its
organizational documents to carry on its business as now conducted and, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02. Authorization; Enforceability. The execution,
delivery and performance by Holdings of this Agreement are within its corporate
power and have been duly authorized by all necessary corporate and, if required,
stockholder action on its part. This Agreement has been duly executed and
delivered by Holdings and constitutes a legal, valid and binding obligation of
Holdings, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
execution, delivery and performance by Holdings of this Agreement (a) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority or any other person, (b) will not violate
any applicable law, policy or regulation or the charter or by-laws of Holdings
or any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon
Holdings, or any of its assets, or give rise to a right thereunder to require
any payment to be made by Holdings, and (d) except for the Liens created
hereunder, will not result in the creation or imposition of any Lien on any
asset of Holdings.

                  SECTION 3.04. Investment and Holding Company Status. Neither
Holdings nor any of its subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940, as
amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.05. Capitalization. The authorized capital stock of
Holdings consists, on the date hereof, of an aggregate of 213,510,000 shares
consisting of (i) 175,000,000 shares of Class A common stock, with par value of
$.001 per share, of which, as of February 1, 2003, 85,084,816 shares are duly
and validly issued and outstanding, each of which shares is fully paid and
nonassessable, (ii) 37,500,000 shares of Class B common stock, with par value of
$.001 per share, of which, as of the date hereof, 16,417,073 shares are duly and
validly issued

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 6 -

and outstanding, each of which shares is fully paid and nonassessable, (iii)
10,000 shares of Class A preferred stock, with par value of $638.00 per share,
of which, as of the date hereof, no shares are issued and outstanding, and (iv)
1,000,000 shares of undesignated preferred stock, with par value of $.001 per
share, of which, as of February 1, 2003, 5,720 shares are designated as Series
AA preferred stock, $.001 par value per share, and of which, as of as of
February 1, 2003, 5,719.49 shares are validly issued and outstanding, each of
which shares is fully paid and nonassessable; provided, that none of the
foregoing figures takes into account any exercise of employee stock options
after December 31, 2002. Except as set forth in Annex 2 hereto, as of the date
hereof, (x) there are no outstanding Equity Rights with respect to Holdings and
(y) there are no outstanding obligations of Holdings or any of its Subsidiaries
to repurchase, redeem, or otherwise acquire any shares of capital stock of
Holdings nor are there any outstanding obligations of Holdings or any of its
Subsidiaries to make payments to any Person, such as "phantom stock" payments,
where the amount thereof is calculated with reference to the fair market value
or equity value of Holdings or any of its Subsidiaries.

                  SECTION 3.06. The Collateral.

                  (a) Holdings is the sole beneficial owner of the Collateral in
which it purports to grant a security interest pursuant to Article IV and no
Lien exists or will exist upon such Collateral at any time (and no right or
option to acquire the same exists in favor of any other Person), except for the
pledge and security interest in favor of the Administrative Agent for the
benefit of the Secured Parties created or provided for herein, which pledge and
security interest will, upon perfection under the applicable provisions of the
Uniform Commercial Code constitute a first priority perfected pledge and
security interest in and to all of such Collateral, to the extent such pledge
and security interest can be perfected under the Uniform Commercial Code.

                  (b) The Pledged Stock is, and all other Pledged Stock in which
Holdings shall hereafter grant a security interest pursuant to Article IV will
be, duly authorized, validly existing, fully paid and non-assessable, and none
of such Pledged Stock is or will be subject to any contractual restriction, or
any restriction under the charter or by-laws of the Borrower, upon the transfer
of such Pledged Stock (except for any such restriction contained herein or
identified in Annex 1).

                  (c) The Pledged Stock identified in Annex 1 constitutes all of
the issued and outstanding shares of capital stock of any class or character of
the Borrower beneficially owned by Holdings on the date hereof (whether or not
registered in the name of Holdings) and Annex 1 correctly identifies, as at the
date hereof, the respective class and par value of the shares comprising such
Pledged Stock and the respective number of shares (and registered owners
thereof) represented by each such certificate.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 7 -

                                   ARTICLE IV

                                   Collateral

                  As collateral security for the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, Holdings hereby pledges and grants to the Administrative Agent, for
the benefit of the Secured Parties as hereinafter provided, a security interest
in all of Holdings' right, title and interest in the following property, whether
now owned by Holdings or hereafter acquired and whether now existing or
hereafter coming into existence (all being collectively referred to herein as
"Collateral"):

                  (a) the shares of common and preferred stock of the Borrower
         identified in Annex 1 and all other shares of capital stock of whatever
         class or character of the Borrower, now or hereafter owned by Holdings,
         in each case together with the certificates evidencing the same
         (collectively, the "Pledged Stock");

                  (b) all shares, securities, moneys or property representing a
         dividend on any of the Pledged Stock, or representing a distribution or
         return of capital upon or in respect of the Pledged Stock, or resulting
         from a split-up, revision, reclassification or other like change of the
         Pledged Stock or otherwise received in exchange therefor, and any
         subscription warrants, rights or options issued to the holders of, or
         otherwise in respect of, the Pledged Stock; and

                  (c) without affecting the obligations of Holdings under any
         provision prohibiting such action hereunder or under the Credit
         Agreement, in the event of any consolidation or merger in which the
         Borrower is not the surviving entity, all ownership interests of any
         class or character of the successor entity (unless such successor
         entity is Holdings itself) formed by or resulting from such
         consolidation or merger (the Pledged Stock, together with all other
         certificates, shares, securities, properties or moneys as may from time
         to time be pledged hereunder pursuant to clause (a) or (b) above and
         this clause (c) being herein collectively called the "Stock
         Collateral"), and

                  (d) all proceeds of and to any of the property of Holdings
         described in the preceding clauses of this Article IV (including,
         without limitation, all causes of action, claims and warranties now or
         hereafter held by Holdings in respect of any of the items listed above)
         and, to the extent related to any property described in said clauses or
         such proceeds, all books, correspondence, credit files, records,
         invoices and other papers.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 8 -

                                    ARTICLE V

                                    Covenants

                  Holdings agrees that it will not, until the payment and
satisfaction in full of the Secured Obligations and the Commitments of the
Lenders under the Credit Agreement shall have expired or been terminated:

                  (a) enter into any transaction of merger, amalgamation or
         consolidation, or dissolve itself, other than any such transaction in
         which Holdings is the continuing or surviving corporation if, after
         giving effect thereto, no Default shall have occurred and be
         continuing;

                  (b) acquire any property, other than Investments in equity
         securities in the Borrower and cash and cash equivalents, and other
         than Investments in Special Acquisition Subsidiaries and, for purposes
         hereof, "Special Acquisition Subsidiaries" shall mean any entity formed
         by Holdings that is a Wholly Owned Subsidiary of Holdings but not a
         Subsidiary of the Borrower, and that is formed for the sole purpose of
         effecting a tax free acquisition of another corporation (the "Target")
         under Section 368(a)(1)(A) and 368(a)(2)(E) of the Code, in which
         Holdings invests not more than $1,000 in cash at any one time and which
         Wholly Owned Subsidiary is contributed to the Borrower or to a
         Restricted Subsidiary (and, thereby becomes a Wholly Owned Subsidiary
         of the Borrower or such Restricted Subsidiary) within five Business
         Days after the consummation of the merger or other transaction
         resulting in the acquisition of the Target;

                  (c) create, incur, assume or suffer to exist any Lien upon any
         of its property, other than Liens securing Indebtedness of the Borrower
         under the Credit Agreement;

                  (d) create, incur, or suffer to exist any Indebtedness, other
         than in respect of the Credit Agreement, the Senior Notes, or
         additional Indebtedness so long as (i) the covenants, events of default
         and mandatory prepayment requirements (whether by sinking fund
         payments, mandatory redemptions or repurchases or otherwise), of such
         Indebtedness are not more restrictive on the Borrower and its
         Subsidiaries than the covenants, events of default and mandatory
         prepayment requirements customarily found in notes of similar issuers
         issued under Rule 144A, or in a public offering, as reasonably
         determined by the Administrative Agent and the terms and conditions
         thereof are not inconsistent with the provisions of the Loan Documents
         as determined by the Administrative Agent and do not, in any event,
         impose restrictions such as the imposition of an incurrence test
         (except to the extent that such incurrence test expressly permits the
         incurrence of Indebtedness under the Credit Agreement up to amount
         equal to the then current aggregate amount of the Commitments
         thereunder), (ii) no installments of principal of such additional
         Indebtedness shall be payable (whether by sinking fund payments,
         mandatory redemptions or repurchases or otherwise) earlier than the
         date six

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 9 -

         months after the maturity date for Incremental Loans and the Tranche B
         Loans (without giving effect to the last paragraph of Section 2.08(d)
         of the Credit Agreement) and (iii) Holdings furnishes to the
         Administrative Agent on the date of such issuance a certificate of its
         chief financial officer demonstrating in reasonable detail compliance
         with the foregoing conditions;

                  (e) engage in any business or other activity other than the
         business of (i) holding the shares of capital stock of the Borrower and
         activities relating to Qualified Holdings Obligations and (ii) holding
         shares of, or other equity interests in, Special Acquisition
         Subsidiaries of Holdings as described in clause (b) above, and
         activities relating to obligations of the type described in the
         definition of "Qualified Holdings Obligations" but incurred with
         respect to such Special Acquisition Subsidiaries;

                  (f) pay any dividend or make any other distribution (whether
         in cash, securities or other property) with respect to any shares of
         any class of capital stock of Holdings, or make any payment (whether in
         cash, securities or other property), including any sinking fund or
         similar deposit, on account of the purchase, redemption, retirement,
         acquisition, cancellation or termination of any such shares of capital
         stock of Holdings (and including also any payments to any Person, such
         as "phantom stock" payments, where the amount thereof is calculated
         with reference to the fair market or equity value of Holdings or any of
         its Subsidiaries), but excluding (i) dividends payable solely in shares
         of common stock of Holdings; and (ii) dividends paid in cash with
         respect to the capital stock of Holdings from the proceeds of Dividend
         Payments being concurrently made by the Borrower to Holdings in
         compliance with clauses (i) and (ii) of the first paragraph of Section
         7.06 of the Credit Agreement; and

                  (g) permit any of the provisions of Section 7.09(a), 7.09(b),
         7.09(c) or 7.09(d) of the Credit Agreement to be breached.

                                   ARTICLE VI

                          Further Assurances; Remedies

                  In furtherance of the grant of the pledge and security
interest pursuant to Article IV, Holdings hereby agrees as follows:

                  SECTION 6.01. Delivery and Other Perfection. Holdings shall:

                  (a) if any of the shares, securities, moneys or property
         required to be pledged by it under clauses (a), (b) or (c) of Article
         IV are received by Holdings, forthwith either (x) transfer and deliver
         to the Administrative Agent such shares or securities so received by
         Holdings (together with the certificates for any such shares and
         securities duly endorsed in blank or accompanied by undated stock
         powers duly executed in blank), all of which thereafter shall be held
         by the Administrative Agent, pursuant to the terms of this Agreement,
         as part of the Collateral or (y) take such other action as the

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 10 -

         Administrative Agent reasonably shall deem necessary or appropriate to
         duly record the Lien created hereunder in such shares, securities,
         moneys or property in said clauses (a), (b) and (c);

                  (b) give, execute, deliver, file and/or record any financing
         statement, notice, instrument, document, agreement or other papers that
         may be necessary or desirable (in the reasonable judgment of the
         Administrative Agent) to create, preserve, perfect or validate the
         security interest granted pursuant hereto or to enable the
         Administrative Agent to exercise and enforce its rights hereunder with
         respect to such pledge and security interest, including causing any or
         all of the Stock Collateral to be transferred of record into the name
         of the Administrative Agent or its nominee (and the Administrative
         Agent agrees that if any Stock Collateral is transferred into its name
         or the name of its nominee, the Administrative Agent will thereafter
         promptly give to Holdings copies of any notices and communications
         received by it with respect to the Stock Collateral);

                  (c) keep full and accurate books and records relating to the
         Collateral, and stamp or otherwise mark such books and records in such
         manner as the Administrative Agent may reasonably require in order to
         reflect the security interests granted by this Agreement; and

                  (d) permit representatives of the Administrative Agent, upon
         reasonable notice, at any time during normal business hours to inspect
         and make abstracts from its books and records pertaining to the
         Collateral, and permit representatives of the Administrative Agent to
         be present at Holdings' place of business to receive copies of all
         communications and remittances relating to the Collateral, and forward
         copies of any notices or communications received by Holdings with
         respect to the Collateral, all in such manner as the Administrative
         Agent may reasonably require.

                  SECTION 6.02. Other Financing Statements and Liens. Without
the prior written consent of the Administrative Agent (granted with the
authorization of the Required Lenders), Holdings shall not file or suffer to be
on file, or authorize or permit to be filed or to be on file, in any
jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Administrative Agent is not named as the sole secured
party for the benefit of the Secured Parties.

                  SECTION 6.03. Preservation of Rights. The Administrative Agent
shall not be required to take steps necessary to preserve any rights against
prior parties to any of the Collateral.

                  SECTION 6.04. Special Provisions Relating to Stock Collateral.

                  (a) So long as no Event of Default shall have occurred and be
continuing, Holdings shall have the right to exercise all voting, consensual and
other powers of ownership pertaining to the Stock Collateral for all purposes
not inconsistent with the terms of this Agreement, the other Loan Documents or
any other instrument or agreement referred to herein or

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 11 -

therein, provided that Holdings agrees that it will not vote the Stock
Collateral in any manner that is inconsistent with the terms of this Agreement,
the other Loan Documents or any such other instrument or agreement; and the
Administrative Agent shall execute and deliver to Holdings or cause to be
executed and delivered to Holdings all such proxies, powers of attorney,
dividend and other orders, and all such instruments, without recourse, as
Holdings may reasonably request for the purpose of enabling Holdings to exercise
the rights and powers that it is entitled to exercise pursuant to this Section
6.04(a).

                  (b) Unless and until an Event of Default has occurred and is
continuing, Holdings shall, subject to Article VII of the Credit Agreement, be
entitled to receive and retain any dividends, distributions or proceeds in
respect of the Stock Collateral, provided, that in any event, HOLDINGS SHALL BE
ENTITLED TO RECEIVE AND RETAIN SUCH DIVIDENDS, DISTRIBUTIONS OR PROCEEDS TO THE
EXTENT PERMITTED UNDER Section 7.06 of the Credit Agreement.

                  SECTION 6.05. Events of Default, Etc. During the period during
which an Event of Default shall have occurred and be continuing:

                  (a) Holdings shall, at the request of the Administrative
         Agent, assemble the Collateral owned by it at such place or places,
         reasonably convenient to both the Administrative Agent and Holdings,
         designated in its request;

                  (b) the Administrative Agent may make any reasonable
         compromise or settlement deemed desirable with respect to any of the
         Collateral and may extend the time of payment, arrange for payment in
         installments, or otherwise modify the terms of, any of the Collateral;

                  (c) the Administrative Agent shall have all of the rights and
         remedies with respect to the Collateral of a secured party under the
         Uniform Commercial Code (whether or not said Code is in effect in the
         jurisdiction where the rights and remedies are asserted) and such
         additional rights and remedies to which a secured party is entitled
         under the laws in effect in any jurisdiction where any rights and
         remedies hereunder may be asserted, including the right, to the maximum
         extent permitted by law, to exercise all voting, consensual and other
         powers of ownership pertaining to the Collateral as if the
         Administrative Agent were the sole and absolute owner thereof (and
         Holdings agrees to take all such action as may be appropriate to give
         effect to such right);

                  (d) the Administrative Agent in its discretion may, in its
         name or in the name of Holdings or otherwise, demand, sue for, collect
         or receive any money or property at any time payable or receivable on
         account of or in exchange for any of the Collateral, but shall be under
         no obligation to do so; and

                  (e) the Administrative Agent may, upon ten business days'
         prior written notice to Holdings of the time and place, with respect to
         the Collateral or any part thereof that shall then be or shall
         thereafter come into the possession, custody or control of the
         Administrative Agent or any of its respective agents, sell, lease,
         assign or otherwise

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 12 -

         dispose of all or any part of such Collateral, at such place or places
         as the Administrative Agent deems best, and for cash or for credit or
         for future delivery (without thereby assuming any credit risk), at
         public or private sale, without demand of performance or notice of
         intention to effect any such disposition or of the time or place
         thereof (except such notice as is required above or by applicable
         statute and cannot be waived), and the Administrative Agent or anyone
         else may be the purchaser, lessee, assignee or recipient of any or all
         of the Collateral so disposed of at any public sale (or, to the extent
         permitted by law, at any private sale) and thereafter hold the same
         absolutely, free from any claim or right of whatsoever kind, including
         any right or equity of redemption (statutory or otherwise), of
         Holdings, any such demand, notice and right or equity being hereby
         expressly waived and released. The Administrative Agent may, without
         notice or publication, adjourn any public or private sale or cause the
         same to be adjourned from time to time by announcement at the time and
         place fixed for the sale, and such sale may be made at any time or
         place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
6.05 shall be applied in accordance with Section 6.08.

                  Holdings recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, and applicable state
securities laws, the Administrative Agent may be compelled, with respect to any
sale of all or any part of the Collateral, to limit purchasers to those who will
agree, among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Holdings
acknowledges that any such private sales may be at prices and on terms less
favorable to the Administrative Agent than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Administrative Agent shall have no obligation to
engage in public sales and no obligation to delay the sale of any Collateral for
the period of time necessary to permit Holdings to register it for public sale.

                  SECTION 6.06. Removals, Etc. Without at least 30 days' prior
written notice to the Administrative Agent, Holdings shall not (i) maintain any
of its books and records with respect to the Collateral at any office or
maintain its principal place of business other than at the address for notices
specified in Section 7.01 or (ii) change its name, or the name under which it
does business, from the name shown on the signature pages hereto.

                  SECTION 6.07. Private Sale. No Secured Party shall incur any
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 6.05 conducted in a commercially reasonable
manner. So long as such sale is conducted in a commercially reasonable manner,
Holdings hereby waives any claims against the Secured Parties arising by reason
of the fact that the price at which the Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale or was less than the aggregate amount of the Secured Obligations, even if
the Administrative Agent accepts the first offer received and does not offer the
Collateral to more than one offeree.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 13 -

                  SECTION 6.08. Application of Proceeds. Except as otherwise
herein expressly provided, the proceeds of any collection, sale or other
realization of all or any part of the Collateral pursuant hereto, and any other
cash at the time held by the Administrative Agent under this Article VI, shall
be applied by the Administrative Agent:

                  First, to the payment of the costs and expenses of such
         collection, sale or other realization, including reasonable
         out-of-pocket costs and expenses of the Administrative Agent and the
         fees and expenses of its agents and counsel, and all expenses incurred
         and advances made by the Administrative Agent in connection therewith;

                  Next, to the payment in full of the Secured Obligations, in
         each case equally and ratably in accordance with the respective amounts
         thereof then due and owing or as the Secured Parties holding the same
         may otherwise agree; and

                  Finally, to the payment to Holdings, or its successors or
         assigns, or as a court of competent jurisdiction may direct, of any
         surplus then remaining.

                  As used in this Article VI, "proceeds" of Collateral shall
mean cash, securities and other property realized in respect of, and
distributions in kind of, Collateral, including any thereof received under any
reorganization, liquidation or adjustment of debt of Holdings or any issuer of
or obligor on any of the Collateral.

                  SECTION 6.09. Attorney-in-Fact. Without limiting any rights or
powers granted by this Agreement to the Administrative Agent while no Event of
Default has occurred and is continuing, upon the occurrence and during the
continuance of any Event of Default the Administrative Agent is hereby appointed
the attorney-in-fact of Holdings for the purpose of carrying out the provisions
of this Article and taking any action and executing any instruments that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, so long as the
Administrative Agent shall be entitled under this Article to make collections in
respect of the Collateral, the Administrative Agent shall have the right and
power to receive, endorse and collect all checks made payable to the order of
Holdings representing any dividend, payment or other distribution in respect of
the Collateral or any part thereof and to give full discharge for the same.

                  SECTION 6.10. Perfection. Prior to or concurrently with the
execution and delivery of this Agreement, Holdings shall (i) file such financing
statements and other documents in such offices as the Administrative Agent may
request to perfect the security interests granted by Article IV and (ii) deliver
to the Administrative Agent all certificates identified in Annex 1 hereto,
accompanied by undated stock powers duly executed in blank.

                  SECTION 6.11. Termination. When all Secured Obligations shall
have been paid in full and the Commitments of the Lenders under the Credit
Agreement shall have expired or been terminated, this Agreement shall terminate,
and the Administrative Agent shall forthwith cause to be assigned, transferred
and delivered, against receipt but without any recourse,

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 14 -

warranty or representation whatsoever, any remaining Collateral and money
received in respect thereof, to or on the order of Holdings. The Administrative
Agent shall also execute and deliver to Holdings upon such termination such
Uniform Commercial Code termination statements and such other documentation as
shall be reasonably requested by Holdings to effect the termination and release
of the Liens on the Collateral.

                  SECTION 6.12. Further Assurances. Holdings agrees that, from
time to time upon the written request of the Administrative Agent, Holdings will
execute and deliver such further documents and do such other acts and things as
the Administrative Agent may reasonably request in order fully to effect the
purposes of this Agreement.

                                   ARTICLE VII

                                  Miscellaneous

                  SECTION 7.01. Notices. All notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

                  (a) if to Holdings, to it at 5551 Corporate Boulevard, Baton
         Rouge, Louisiana, 70896, Attention of Keith Istre (Telecopy No. (504)
         923-0658); and

                  (b) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, New York,
         New York 10081, Attention of Gloria Javier (Telecopy No. (212)
         552-5700), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
         York, New York 10017, Attention of Linda Wisnieski (Telecopy No (212)
         270-4164).

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

                  SECTION 7.02. Waivers; Amendments.

                  (a) No failure or delay by any Secured Party in exercising any
         right or power hereunder shall operate as a waiver thereof, nor shall
         any single or partial exercise of any such right or power, or any
         abandonment or discontinuance of steps to enforce such a right or
         power, preclude any other or further exercise thereof or the exercise
         of any other right or power. The rights and remedies of the Secured
         Parties hereunder are cumulative and are not exclusive of any rights or
         remedies that it would otherwise have. No waiver of any provision of
         this Agreement or consent to any departure by Holdings therefrom shall
         in any event be effective unless the same shall be permitted by
         paragraph (b) of this Section 7.02, and then such waiver or consent
         shall be effective only in the specific instance and for the purpose
         for which given.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 15 -

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by Holdings and by the Administrative Agent with the
consent of the appropriate Secured Parties as more particularly provided in
Section 10.02(c) of the Credit Agreement.

                  SECTION 7.03. Expenses.

                  (a) Holdings agrees to reimburse each of the Secured Parties
for all reasonable costs and expenses of the Secured Parties (including, without
limitation, the reasonable fees and expenses of legal counsel; provided, that
the Lenders and the Issuing Lender (but not the Administrative Agent) shall be
limited to one counsel together for the Lenders and the Issuing Lenders as a
group so long as any Lender or the Issuing Lender, as the case may be, has not,
in good faith (and based on advice of counsel for such Lender or the Issuing
Lender, as the case may be), reasonably determined that its interests conflict
sufficiently with those of the other Lenders to warrant the employment of
separate counsel for such Lender or the Issuing Lender, as the case may be, in
which case such Lender or the Issuing Lender shall be paid, or reimbursed for
payment of, the fees, charges and disbursements of such separate counsel) in
connection with (i) any Default and any enforcement or collection proceeding
resulting therefrom, including, without limitation, all manner of participation
in or other involvement with (w) performance by the Administrative Agent of any
obligations of Holdings in respect of the Collateral that Holdings has failed or
refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure,
winding up or liquidation proceedings, or any actual or attempted sale, or any
exchange, enforcement, collection, compromise or settlement in respect of any of
the Collateral, and for the care of the Collateral and defending or asserting
rights and claims of the Administrative Agent in respect thereof, by litigation
or otherwise, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consummated) and (ii) the
enforcement of this Section 7.03, and all such costs and expenses shall be
Secured Obligations entitled to the benefits of the collateral security provided
pursuant to Article IV hereof.

                  (b) All amounts due under this Section 7.03 shall be payable
promptly after written demand therefor.

                  SECTION 7.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of Holdings, the Secured Parties and each holder of the
Secured Obligations, except that Holdings may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the
Administrative Agent (and any attempted assignment or transfer by Holdings
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
Holdings and its respective successors and assigns, the Secured Parties and each
holder of the Secured Obligations) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 16 -

                  SECTION 7.05. Counterparts. This Agreement may be executed in
counterparts (and by the parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.

                  SECTION 7.06. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 7.07. Governing Law; Jurisdiction; Consent to Service
of Process.

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

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

                  (c) Waiver of Venue. Each party hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (b) of this Section 7.07. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

                  (d) Service of Process. Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in
Section 7.01. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

                  SECTION 7.08. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 17 -

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.08.

                  SECTION 7.09. Headings. Article and Section headings used
herein are for convenience of reference only, are not part of this Agreement and
shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.

                  SECTION 7.10. Agents and Attorneys-in-Fact. The Administrative
Agent may employ agents and attorneys-in-fact in connection herewith and shall
not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                      - 18 -

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

                         LAMAR ADVERTISING COMPANY

                         By:_______________________
                             Title:

                         JPMORGAN CHASE BANK,
                          as Administrative Agent

                         By:_______________________
                             Title:

                     Holdings Guaranty and Pledge Agreement

<PAGE>

                                                                         ANNEX 1

                                  Pledged Stock

One hundred (100) shares of common stock, par value $.01 per share, of Borrower
represented by certificate no. 2 and constituting one hundred (100%) percent of
the issued and outstanding shares of stock of Borrower.

                Annex 1 to Holdings Guaranty and Pledge Agreement

<PAGE>

                                                                         ANNEX 2

                                  Equity Rights

                                      None.

                Annex 2 to Holdings Guaranty and Pledge Agreement

<PAGE>

                                                                       EXHIBIT E

                           [Form of Joinder Agreement]

                                JOINDER AGREEMENT

                  JOINDER AGREEMENT dated as of ____________, 20__ by
____________, a ___________ corporation (the "Additional Subsidiary Guarantor"),
in favor of JPMorgan Chase Bank, 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 "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 as of 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 named therein (collectively,
together with any entity that becomes a "Lender" party to the Credit Agreement
after the date hereof as provided therein, the "Lenders" and, together with
Administrative Agent and any successors or assigns of any of the foregoing, the
"Secured Parties") to the 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 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 a
Pledge Agreement dated as of _________, 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.

                               Joinder Agreement

<PAGE>

                                      - 2 -

                  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.

                               Joinder Agreement

<PAGE>

                                      - 3 -

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

                                              [ADDITIONAL SUBSIDIARY GUARANTOR]

                                               By:_____________________________
                                                  Title:

Accepted and agreed:

THE CHASE MANHATTAN BANK,
 as Administrative Agent

By:___________________________
   Title:

                               Joinder Agreement

<PAGE>

                                                 Appendix A to Joinder Agreement

Supplement to Annex 1:

                                Joinder Agremeent

<PAGE>

                                      - 2 -

                                                                       EXHIBIT F

                            [Form of Lender Addendum]

                  Reference is made to the Credit Agreement, dated as of March
7, 2003 (as modified and supplemented and in effect from time to time, the
"Credit Agreement"), between LAMAR MEDIA CORP., a corporation duly organized and
validly existing under the law of the State of Delaware (the "Borrower"), any
Subsidiary Guarantors party thereto, the lenders party thereto (the "Lenders")
and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the
"Administrative Agent"). Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

                  Upon execution and delivery of this Lender Addendum by the
parties hereto as provided in Section 10.15 of the Credit Agreement, the
undersigned hereby becomes a Lender thereunder having the Commitments set forth
opposite it signature below, effective as of the Effective Date.

                  This Lender Addendum shall be construed in accordance with and
governed by the law of the State of New York.

                  This Lender Addendum may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.

                  IN WITNESS WHEREOF, the parties hereto have caused this Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of this ____ day of _________, ____.

Commitments:                                           [NAME OF LENDER]

                                                       By:______________________
                                                          Name:
                                                          Title:

Accepted and agreed:

LAMAR MEDIA CORP.

By:___________________________
   Name:
   Title:

                                Joinder Agremeent

<PAGE>

                                      - 3 -

JPMORGAN CHASE BANK,
as Administrative Agent

By:___________________________
   Name:
   Title:

                                Joinder Agremeent