EXHIBIT 10.2
[EXECUTION COPY]
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of October 23, 2002 in respect of the
Credit Agreement dated as of August 13, 1999 (as heretofore amended, the "Credit
Agreement") between ▇▇▇▇▇ Media Corp. (the "Borrower"), the Subsidiary
Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Administrative Agent (in such
capacity, the "Administrative Agent").
The Borrower has requested that the Administrative Agent
consent to an amendment to the Credit Agreement. The Administrative Agent,
pursuant to authority granted by, and having obtained all necessary consents of,
the Required Lenders (as defined in the Credit Agreement), has agreed to such an
amendment and, accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Terms defined in the Credit Agreement
and used herein are used herein as defined therein.
Section 2. Amendments. Subject to the execution and delivery
hereof by the Borrower, Holdings, the Subsidiary Guarantors and the
Administrative Agent, but effective as of the date hereof, Section 7.11 of the
Credit Agreement shall be amended in its entirety to read as follows:
"SECTION 7.11. SUBORDINATED INDEBTEDNESS. Except as permitted
by Section 7.01(c), 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, except for (i) regularly scheduled
payments or prepayments of principal and interest in respect thereof
required pursuant to the instruments evidencing such Subordinated
Indebtedness and (ii) any repurchase of OCI Subordinated Notes either
(x) pursuant to the "Change of Control" offer required to be made under
the OCI Indenture as a result of the Borrower becoming a Subsidiary of
Holdings or (y) pursuant to a Notice of Full Optional Redemption dated
September 25, 2002, so long as such repurchase under this clause (y) is
effected at a price of not greater than par plus accrued and unpaid
interest and call premium and the aggregate principal amount of OCI
Subordinated Notes repurchased pursuant to such Notice of Full Optional
Redemption shall not exceed $75,000,000."
Section 3. Miscellaneous. Except as expressly herein provided,
the Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 may be executed in any number of counterparts, all of which
taken together shall
Amendment No. 4
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constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 4 by signing any such counterpart. This Amendment
No. 4 shall be governed by, and construed in accordance with, the law of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed as of the day and year first above written.
BORROWER AND HOLDINGS
▇▇▇▇▇ MEDIA CORP. ▇▇▇▇▇ ADVERTISING COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------ ------------------------------
Title: Vice President and Title: Vice President and
Chief Financial Officer Chief Financial Officer
SUBSIDIARY GUARANTORS
▇▇▇▇▇ ADVERTISING OF COLORADO SPRINGS, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
TLC PROPERTIES, INC.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
▇▇▇▇▇ 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
▇▇▇▇▇ ADVERTISING OF MICHIGAN, INC.
LAMAR ELECTRICAL, INC.
AMERICAN SIGNS, INC.
LAMAR OCI NORTH CORPORATION, successor
to Lamar Aztec, Inc.
Amendment No. 4
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LAMAR OCI SOUTH CORPORATION
▇▇▇▇▇ ADVERTISING OF KENTUCKY, INC.
LAMAR FLORIDA, INC.
▇▇▇▇▇ ADVERTISING OF IOWA, INC.
LAMAR ADVAN, INC.
▇▇▇▇▇ ADVERTISING OF SOUTH DAKOTA, INC.
LAMAR CENTRAL OUTDOOR, INC., formerly known
as ▇▇▇▇▇ Advertising of Texas, Inc. and
successor to ▇▇▇▇▇▇▇ Company
Incorporated, ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation,
▇▇▇▇▇ ▇▇ Sign Corporation, Lamar Nevada Sign
Corporation, ▇▇▇▇▇ Outdoor Corporation,
▇▇▇▇▇ ▇▇▇▇▇▇▇ Outdoor Corporation, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Inc., ▇▇▇▇▇ ▇▇▇▇, L.P., Lindsay
Outdoor Advertising, Inc., Scenic Marketing
& Consulting, Inc., ▇▇▇▇▇▇▇▇▇ 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.
▇▇▇▇▇ ADVERTISING OF OKLAHOMA, INC.
LAMAR OKLAHOMA HOLDING COMPANY, INC.
▇▇▇▇▇▇ DEVELOPMENT CORPORATION
▇▇▇▇▇▇▇ DEVELOPMENT COMPANY
REVOLUTION OUTDOOR ADVERTISING, INC.
OUTDOOR MARKETING SYSTEMS, INC.
▇▇▇▇▇ ADVERTISING SOUTHWEST, INC.
LAMAR DOA TENNESSEE HOLDINGS, INC.
LAMAR DOA TENNESSEE, INC.
TRANS WEST OUTDOOR ADVERTISING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
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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, ▇.▇▇., 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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
INTERSTATE LOGOS, L.L.C., successor to
Interstate Logos, Inc.
THE LAMAR COMPANY, L.L.C., successor to
▇▇▇▇▇ Advertising of Alabama, Inc., ▇▇▇▇▇
Advertising of Ashland, Inc., ▇▇▇▇▇
Advertising of Greenville, Inc., ▇▇▇▇▇
Advertising of ▇▇▇▇▇▇▇, Inc., ▇▇▇▇▇
Advertising of Joplin, Inc., ▇▇▇▇▇
Advertising of Mobile, Inc., ▇▇▇▇▇
Advertising of Missouri, Inc., ▇▇▇▇▇
Advertising of South Georgia, Inc., ▇▇▇▇▇
Advertising of South Mississippi, Inc.,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., South Dakota
Advertising, Inc., The Lamar Corporation,
▇▇▇▇▇ ▇▇▇▇▇▇▇ Outdoor Advertising, Inc.,
▇▇▇▇▇ ▇▇▇▇▇ Outdoor Advertising, Inc., Able
Outdoor, Inc., Lamar KYO, Inc., ▇▇▇▇▇
Advertising of
Amendment ▇▇. ▇
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▇▇▇▇▇, ▇.▇.▇., ▇▇▇▇▇▇▇ ▇▇▇▇, Inc. of
Tennessee and Outdoor West, Inc. of Georgia
By: ▇▇▇▇▇ Media Corp.,
Its: Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
▇▇▇▇▇ ADVERTISING OF PENN, LLC, successor to
▇▇▇▇▇ Advertising of Penn, Inc.
▇▇▇▇▇ ADVERTISING OF LOUISIANA, L.L.C.
LAMAR TENNESSEE, L.L.C., successor to
▇▇▇▇▇ Advertising of ▇▇▇▇▇▇, 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP, successor to
▇▇▇▇▇ Advertising of Huntington-Bridgeport,
Inc., ▇▇▇▇▇ Advertising of West Virginia,
Inc., and Lamar Ember, Inc.
By: Lamar Texas General Partner, Inc.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
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TLC PROPERTIES, L.L.C.
By: TLC Properties, Inc.
Its: Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
OUTDOOR PROMOTIONS WEST, LLC
TRANSIT AMERICA LAS VEGAS, L.L.C.
▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
LAMAR ADVANTAGE GP COMPANY, LLC
LAMAR ADVANTAGE LP COMPANY, LLC, successor to
▇▇▇▇▇ ▇▇▇▇▇▇ Poster Corp.
TRIUMPH OUTDOOR HOLDINGS, LLC
By: Lamar Central Outdoor, Inc.
Its: Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
-7-
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
LAMAR T.T.R., L.L.C.
By: ▇▇▇▇▇ Advertising of Youngstown, Inc.
Its: Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
-8-
OUTDOOR MARKETING SYSTEMS, L.L.C.
By: Outdoor Marketing Systems, Inc.
Its: Managing member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
-9-
ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank),
as Administrative Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Managing Director
Amendment No. 4
