exv10wpw3






Exhibit 10(p)(3)




     AMENDMENT NO. 2 , dated as of November 18, 2010 (this “Amendment”), among LAMAR
MEDIA CORP., (the “Company”), LAMAR ADVERTISING OF PUERTO RICO, INC. (the “Initial
Subsidiary Borrower” and together with the Company, the “Borrowers”), JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) and the
Lenders party hereto to the Credit Agreement, dated as of April 28, 2010, by and among the
Borrowers, the Administrative Agent, the Lenders and the other parties thereto (as amended, the
“Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.



     WHEREAS, Section 10.02 of the Credit Agreement permits the Credit Agreement to be amended from
time to time with the consent of the Company and the Required Lenders;



     NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



     Section 1. Amendments



     (a) The definition of Consolidated Excess Cash Flow is hereby amended by (x) inserting “(other
than Revolving Credit Loans)” after the word “Indebtedness” in each of clause (b )(ii ) and clause
(b )(viii ) of such definition and (y) deleting clause (b )(vi) of such definition in its entirety
to but excluding the word “plus” and replaced with “(vi) for the year ending December 31, 2010, the
amount of any net reduction (if any) in the aggregate outstanding amount of Revolving Credit Loans
from the Effective Date to December 31, 2010 (excluding any such reduction to the extent financed
with the proceeds of Indebtedness)”; and



     (b) The definition of “Cumulative Retained Excess Cash Flow Amount” is hereby amended by
inserting the phrase “(or, in the case of the year ending December 31, 2010, the amount of the
reduction in Consolidated Excess Cash Flow pursuant to clause (b )(vi ) of the definition of Excess
Cash Flow)” at the end of the proviso to such definition.



     Section 2. Conditions Precedent to the Effectiveness



     This Amendment shall become effective as of the date (the “Amendment Effective Date”)
first written above when, and only when, the Administrative Agent shall have received this
Amendment, duly executed by the Company, the Administrative Agent and Lenders constituting the
Required Lenders.



     Section 3. Representations and Warranties; No Default



     On and as of the Amendment Effective Date, after giving effect to this Amendment, each Credit
Party hereby represents and warrants to the Administrative Agent and each Lender that as of the
Amendment Effective Date (a) no Default or Event of Default shall have occurred and be continuing
and (b ) all representations and warranties made by any Credit Party contained in the Credit
Agreement or in the other Loan Documents shall be true and correct in all material respects with
the same effect as though such representations and warranties had been made on and as of the
Amendment Effective Date (except where such representations and warranties expressly relate to an
earlier date, in which case such representations and



 









 




warranties shall have been true and correct in all material respects as of such earlier date).




     Section 4. Fees and Expenses



     Borrower agrees to pay on demand in accordance with the terms of Section 10.02 of the Credit
Agreement all reasonable disbursements and expenses of the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this Amendment (including, without
limitation, the reasonable fees and disbursements of Cahill Gordon & Reindel LLP, counsel for the
Administrative Agent with respect thereto).



     Section 5. Reference to and Effect on the Credit Documents



     (a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the
other Loan Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument.



     (b) Except as expressly amended hereby or specifically waived above, all of the terms and
provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force
and effect and are hereby ratified and confirmed.



     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Company or
the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of
any other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein.



     (d) This Amendment is a Loan Document.



     Section 6. Execution in Counterparts



     This Amendment may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.



     Section 7. Section Titles



     The section titles contained in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section.



- 2 -









 





     Section 8. Successors



     The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.



     Section 9. Governing Law



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



- 3 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	/s/ Keith Istre
 	 
	 	 	Name:  	Keith Istre 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LAMAR ADVERTISING OF PUERTO RICO, INC.

 	 
	 	By:  	/s/ Keith Istre
 	 
	 	 	Name:  	Keith Istre 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent and a Lender

 	 
	 	By:  	/s/ Christophe Vohmann
 	 
	 	 	Name:  	Christophe Vohmann 	 
	 	 	Title:  	Executive Director 	 
	 
	 	Bank of America, N.A., as a Lender

 	 
	 	By:  	/s/ Christopher S. Allen
 	 
	 	 	Name:  	Christopher S. Allen 	 
	 	 	Title:  	Senior Vice President 	 



 









 








	 	 	 	 	 
	 	Carlyle High Yield Partners VIII, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle High Yield Partners IX, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle High Yield Partners VII, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle High Yield Partners X, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle Arnage CLO, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 



 









 








	 	 	 	 	 
	 	Carlyle Azure CLO, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle Bristol CLO, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle Daytona CLO, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle McLaren CLO, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle Veyron CLO, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 



 









 








	 	 	 	 	 
	 	Carlyle Credit Partners Financing I, Ltd., as a Lender

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Credit Agricole Corporate and Investment Bank, as a Lender

 	 
	 	By:  	/s/ David Cagle
 	 
	 	 	Name:  	David Cagle 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Brian Myers
 	 
	 	 	Name:  	Brian Myers 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Eaton Vance CDO VIII, Ltd.

By: Eaton Vance Management
as Investment Advisor,
as a Lender 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	Eaton Vance CDO IX, Ltd.

By: Eaton Vance Management
as Investment Advisor,
as a Lender 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



 









 








	 	 	 	 	 
	 	EATON VANCE SENIOR

FLOATING-RATE TRUST

BY: EATON VANCE MANAGEMENT
as Investment Advisor,
as a Lender
 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	EATON VANCE FLOATING-RATE

INCOME TRUST

BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR ,
as a Lender
 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	Eaton Vance Medallion

Floating-Rate Income Portfolio

By: Eaton Vance Management
As Investment Advisor,
as a Lender 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



 









 








	 	 	 	 	 
	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR,
as a Lender
 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	GRAYSON & CO.

BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR,
as a Lender
 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	INNOVATION TRUST 2009

BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR,
as a Lender
 	 
	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	BLACKSTONE / GSO SECURED TRUST LTD

By: GSO / Blackstone Debt Funds Management LLC

as Investment Manager,
as a Lender 	 
	 
	 	By:  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



 









 








	 	 	 	 	 
	 	CHELSEA PARK CLO LTD.

By: GSO/BLACKSTONE Debt Funds 
Management LLC,
as a Lender 	 
	 
	 	By:  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	COLUMBUS PARK CDO LTD.

By: GSO/BLACKSTONE Debt Funds
 Management LLC,
as a Lender 	 
	 
	 	By:  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	RIVERSIDE PARK CLO LTD.

By: GSO/BLACKSTONE Debt Funds
 Management LLC,
as a Lender 	 
	 
	 	By:  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SUN LIFE ASSURANCE COMPANY of
 CANADA (US)

By: GSO/BLACKSTONE CP Holdings LP as Sub-Advisor,
as a Lender 	 
	 
	 	By:  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



 









 








	 	 	 	 	 
	 	VENTURE V CDO LIMITED

By its investment advisor,

MJX Asset Management LLC, as a Lender

 	 
	 	By:  	/s/ Michael G. Regan
 	 
	 	 	Name:  	Michael G. Regan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	VENTURE VII CDO LIMITED

By its investment advisor,

MJX Asset Management LLC, as a Lender

 	 
	 	By:  	/s/ Michael G. Regan
 	 
	 	 	Name:  	Michael G. Regan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	VENTURE VIII CDO LIMITED

By its investment advisor,

MJX Asset Management LLC, as a Lender

 	 
	 	By:  	/s/ Michael G. Regan
 	 
	 	 	Name:  	Michael G. Regan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	VENTURE IX CDO LIMITED

By its investment advisor,

MJX Asset Management LLC, as a Lender

 	 
	 	By:  	/s/ Michael G. Regan
 	 
	 	 	Name:  	Michael G. Regan 	 
	 	 	Title:  	Managing Director 	 



 









 








	 	 	 	 	 
	 	VISTA LEVERAGED INCOME FUND

By its investment advisor,

MJX Asset Management LLC, as a Lender

 	 
	 	By:  	/s/ Michael G. Regan
 	 
	 	 	Name:  	Michael G. Regan 	 
	 	 	Title:  	Managing Director 	 
	 
	 	LightPoint CLO III, Ltd., as a Lender

By Neuberger Berman Fixed Income LLC

as collateral manager

 	 
	 	By:  	/s/ Colin Donlan
 	 
	 	 	Name:  	Conlin Donlan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	COLE BROOK CBNA LOAN FUNDING LLC,
as a Lender

 	 
	 	By:  	/s/ Adam Kaiser
 	 
	 	 	Name:  	Adam Kaiser 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	The Royal Bank of Scotland plc, as a Lender

 	 
	 	By:  	/s/ Matthew Pennachio
 	 
	 	 	Name:  	Matthew Pennachio 	 
	 	 	Title:  	Vice President 	 
	 
	 	The Bank of Nova Scotia, as a Lender

 	 
	 	By:  	/s/ Thane Rattew
 	 
	 	 	Name:  	Thane Rattew 	 
	 	 	Title:  	Managing Director 	 



 









 








	 	 	 	 	 
	 	SCOTIABANC INC., as a Lender

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BAKER STREET CLO II LTD.,

By: Seix Investment Advisors LLC, as Collateral
Manager and as a Lender 	 
	 
	 	RIDGEWORTH FUNDS — SEIX FLOATING

RATE HIGH INCOME FUND,

By: Seix Investment Advisors LLC, as Sub-Adviser and
as a Lender 	 
	 
	 	ROCHDALE FIXED INCOME

OPPORTUNITIES PORTFOLIO,

By: Seix Investment Advisors LLC, as Sub-Adviser and
as a Lender 	 
	 
	 	By:  	/s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Cornerstone CLO Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



 









 








	 	 	 	 	 
	 	Granite Ventures III Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Rampart CLO 2007 Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Rampart CLO 2006-1 Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Stone Tower CLO III Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



 









 








	 	 	 	 	 
	 	Stone Tower CLO IV Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Stone Tower CLO V Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Stone Tower CLO VI Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Stone Tower CLO VII Ltd.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 



 









 








	 	 	 	 	 
	 	Stone Tower Loan Trust 2010

By Stone Tower Fund Management LLC

As Its Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Michael W. DelPercio
 	 
	 	 	Name:  	Michael W. DelPercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Sumitomo Mitsui Banking Corporation,
as a Lender

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 
	 	Sun Trust Bank, as a Lender

 	 
	 	By:  	/s/ Brian Guffin
 	 
	 	 	Name:  	Brian Guffin 	 
	 	 	Title:  	Vice President 	 
	 
	 	Founders Grove CLO, Ltd.

By: Tall Tree Investment Management, LLC
as Collateral Manager, as a Lender 	 
	 
	 	By:  	/s/ William D. Lenga
 	 
	 	 	Name:  	William D. Lenga 	 
	 	 	Title:  	Manager 	 



 









 








	 	 	 	 	 
	 	Grant Grove CLO, Ltd.

By: Tall Tree Investment Management LLC
as Collateral Manager,
as a Lender 	 
	 
	 	By:  	/s/ William D. Lenga
 	 
	 	 	Name:  	William D. Lenga 	 
	 	 	Title:  	Manager 	 
	 
	 	Muir Grove CLO, Ltd.

By: Tall Tree Investment Management, LLC
as Collateral Manager, as a Lender 	 
	 
	 	By:  	/s/ William D. Lenga
 	 
	 	 	Name:  	William D. Lenga 	 
	 	 	Title:  	Manager 	 
	 
	 	FIRST 2004-II CLO, LTD.

By: TCW Asset Management Company
as its Collateral Manger 	 
	 
	 	By:  	/s/ Stephen Suo
 	 
	 	 	Name:  	Stephen Suo 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	By:  	/s/ Edison Hwang
 	 
	 	 	Name:  	Edison Hwang 	 
	 	 	Title:  	Vice President 	 



 









 








	 	 	 	 	 
	 	MAC CAPITAL, LTD.

By: TCW Asset Management Company, as its
 Portfolio Manager 	 
	 
	 	By:  	/s/ Stephen Suo
 	 
	 	 	Name:  	Stephen Suo 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	By:  	/s/ Edison Hwang
 	 
	 	 	Name:  	Edison Hwang 	 
	 	 	Title:  	Vice President 	 
	 
	 	MOMENTUM CAPITAL FUND, LTD.

By: TCW Asset Management Company as its
 Portfolio Manager 	 
	 
	 	By:  	/s/ Stephen Suo
 	 
	 	 	Name:  	Stephen Suo 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	By:  	/s/ Edison Hwang
 	 
	 	 	Name:  	Edison Hwang 	 
	 	 	Title:  	Vice President 	 
	 
	 	VITESSE CLO LTD.

By: TCW Asset Management Company,
as its Portfolio Manager 	 
	 
	 	By:  	/s/ Stephen Suo
 	 
	 	 	Name:  	Stephen Suo 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	By:  	/s/ Edison Hwang
 	 
	 	 	Name:  	Edison Hwang 	 
	 	 	Title:  	Vice President 	 



 









 








	 	 	 	 	 
	 	Thrivent Financial for Lutherans, as a Lender

 	 
	 	By:  	/s/ Conrad Smith
 	 
	 	 	Name:  	Conrad Smith 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	Thrivent Income Fund, as a Lender

 	 
	 	By:  	/s/ Steve Lowe
 	 
	 	 	Name:  	Steve Lowe 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	Thrivent Income Portfolio, as a Lender

 	 
	 	By:  	/s/ Steve Lowe
 	 
	 	 	Name:  	Steve Lowe 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	U.S. Bank National Association, as a Lender

 	 
	 	By:  	/s/ Gregory D. Knugsen
 	 
	 	 	Name:  	Gregory D. Knugsen 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Kyle R. Holtz
 	 
	 	 	Name:  	Kyle R. Holtz 	 
	 	 	Title:  	Vice President 	 



 









 








	 	 	 	 	 
	 	WHITNEY NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ J. Greg Scott
 	 
	 	 	Name:  	J. Greg Scott 	 
	 	 	Title:  	Vice President