AMENDMENT NO. 3
Exhibit 99.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 28, 2007 between LAMAR MEDIA CORP. (the “Company”),
XXXXX ADVERTISING OF PUERTO RICO, INC., LAMAR TRANSIT ADVERTISING CANADA LTD. (together with Xxxxx
Advertising of Puerto Rico, Inc., the “Subsidiary Borrowers”), the SUBSIDIARY GUARANTORS
party hereto (the “Subsidiary Guarantors”), XXXXX ADVERTISING COMPANY (“Holdings”)
and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders parties to the Credit
Agreement referenced below (in such capacity, together with its successors in such capacity, the
“Administrative Agent”).
The Company, the Subsidiary Borrowers, the Subsidiary Guarantors, the lenders party thereto
and the Administrative Agent are parties to a Credit Agreement dated as of September 30, 2005 (as
modified and supplemented and in effect immediately prior to the effectiveness of this Amendment
No. 3, the “Credit Agreement”). The Company, the Subsidiary Borrowers, the Subsidiary
Guarantors, Holdings and the Administrative Agent (pursuant to authority granted by and having
obtained all necessary consents of the Required Lenders party to the Credit Agreement) wish now to
amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 3, terms
defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions precedent specified in Section 4 hereof, but effective as of the date hereof, the Credit
Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.
2.02. Introductory Paragraphs. The recital paragraphs in the Credit Agreement shall
be amended to read in their entirety as follows:
“CREDIT AGREEMENT dated as of September 30, 2005 between XXXXX MEDIA CORP., each
“SUBSIDIARY BORROWER” that may be designated as such hereunder pursuant to Section 5.02(b)
or Section 5.02(c), the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.
The Company has requested that the Lenders extend credit, by means of loans and letters
of credit, to it in an aggregate amount up to but not exceeding $800,000,000 (and, subject
to Section 2.01(c), to it and the Subsidiary Borrowers in an aggregate amount up to but not
exceeding $2,132,000,000) to (i) refinance certain indebtedness and (ii) provide funds for
future acquisitions and the general corporate purposes of the
Company and its Restricted Subsidiaries (as defined herein). The Lenders are willing
to
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extend such credit upon the terms and conditions of this Agreement and, accordingly, the
parties hereto agree as follows:”
2.03. Definitions Generally. Section 1.01 of the Credit Agreement shall be amended
by amending the following definitions to read in their entirety as follows (to the extent already
included in said Section 1.01) and adding the following definitions in the appropriate alphabetical
location (to the extent not already included in said Section 1.01):
“Amendment No. 3 Effective Date” means the date upon which the conditions
precedent set forth in Section 4 of Amendment No. 3 hereto shall have been satisfied or
waived.
“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
Company in accordance with the provisions of Section 2.01(c), 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 (excluding (i) the $37,000,000 of Series A Incremental Loans, (ii) the
$150,000,000 of Series B Incremental Loans, (iii) the $20,000,000 of Series C Incremental
Loans, (iv) the $7,000,000 of Series D Incremental Loans, (v) the $250,000,000 of Series E
Incremental Loans, (vi) the $325,000,000 of Series F Incremental Loans and (vii) the
$43,000,000 of additional Incremental Loans that may be made to Subsidiary Borrowers).
“Series A Incremental Loans” means the Incremental Loans made to Xxxxx
Advertising of Puerto Rico, Inc. pursuant to the Series A Incremental Loan Agreement dated
as of February 8, 2006 between Xxxxx Advertising of Puerto Rico, Inc., the Company, the
Subsidiary Guarantors party thereto, the Incremental Loan Lenders party thereto and the
Administrative Agent.
“Series B Incremental Loans” means the Incremental Loans made to the Company
pursuant to the Series B Incremental Loan Agreement dated as of October 5, 2006 between the
Company, the Subsidiary Guarantors party thereto, the Incremental Loan Lenders party thereto
and the Administrative Agent.
“Series C Incremental Loans” means the Incremental Loans made to Xxxxx Transit
Advertising Canada Ltd. pursuant to the Series C Incremental Loan Agreement dated as of
December 21, 2006 between Xxxxx Transit Advertising Canada Ltd., the Company, the Subsidiary
Guarantors party thereto, the Incremental Loan Lenders party thereto and the Administrative
Agent.
“Series D Incremental Loans” means the Incremental Loans made to Xxxxx
Advertising of Puerto Rico, Inc. pursuant to the Series D Incremental Loan Agreement dated
as of January 17, 2007 between Xxxxx Advertising of Puerto Rico, Inc., the
Company, the Subsidiary Guarantors party thereto, the Incremental Loan Lenders party
thereto and the Administrative Agent.
Amendment
No. 3
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“Series E Incremental Loans” means the Incremental Loans to be made to the
Company pursuant to a contemplated Series E Incremental Loan Agreement to be dated on or
about March 28, 2007 between the Company, the Subsidiary Guarantors party thereto, the
Incremental Loan Lenders party thereto and the Administrative Agent.
“Series F Incremental Loans” means the Incremental Loans to be made to the
Company pursuant to a contemplated Series F Incremental Loan Agreement to be dated on or
about March 28, 2007 between the Company, the Subsidiary Guarantors party thereto, the
Incremental Loan Lenders party thereto and the Administrative Agent.
2.04. Incremental Loans. Section 2.01(c) of the Credit Agreement shall be amended to
read in its entirety as follows:
“(c) Incremental Loans. In addition to Borrowings of Revolving Credit Loans
and Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time,
the Company (and a Subsidiary designated by the Company in accordance with the requirements
of Section 5.02(b) or Section 5.02(c)) may request that the Lenders (or other financial
institutions agreed to by the Company 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 (c) to the Company (or, as applicable, such
Subsidiary Borrower). In the event that one or more of the Lenders (or such other financial
institutions) offer, in their sole discretion, to enter into such commitments, and such
Lenders (or financial institutions) and the Company 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 Company 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 Company (or, as applicable, the respective Subsidiary Borrower) and
one or more Lenders (including any such new Lenders) in response to any such request by the
Company 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 $50,000,000 (except that in the case of Incremental Loan Commitments made available
to a Subsidiary Borrower, such minimum aggregate principal amount shall be $5,000,000), (ii)
the aggregate principal amount of all Incremental Loan Commitments and all outstanding
Series of Incremental Loans shall not exceed $500,000,000 (excluding (i) the $37,000,000 of
Series A Incremental Loans, (ii) the $150,000,000 of Series B Incremental Loans, (iii) the
$20,000,000 of Series C
Incremental Loans, (iv) the $7,000,000 of Series D Incremental Loans, (v) the
$250,000,000 of Series E Incremental Loans, (vi) the $325,000,000 of Series F
Amendment
No. 3
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Incremental
Loans and (vii) the $43,000,000 of additional Incremental Loans that may be made to
Subsidiary Borrowers), and (iii) the aggregate principal amount of all Incremental Loan
Commitments and all outstanding Series of Incremental Loans to all Subsidiary Borrowers
shall not exceed $107,000,000. Except as otherwise expressly provided herein, the
Incremental Loans of any Series shall have the interest rate, amortization schedule and
maturity date as shall be agreed upon by the Lenders in respect thereof and the Company (or,
in the case of Incremental Loans to a Subsidiary Borrower, such Subsidiary Borrower).
Following the acceptance by the Company 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 (c), 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 Company or the respective Subsidiary Borrower, as applicable, 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 Company or the
respective Subsidiary Borrower, as applicable, 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.”
2.05. Certain Financial Covenants. Section 7.09 of the Credit Agreement shall be
amended to read in its entirety as follows:
“SECTION 7.09. Certain Financial Covenants.
(a) Total Debt Ratio. The Company will not permit the Total Debt Ratio at any
time to exceed 6.00 to 1.
(b) [Intentionally Deleted].
(c) [Intentionally Deleted].
(d) Fixed Charges Ratio. The Company will not permit the Fixed Charges Ratio
as at the last day of any fiscal quarter to be less than or equal to 1.05 to 1.”
Section 3. Representations and Warranties. Each of the Company, the Subsidiary
Borrowers, Holdings and the Subsidiary Guarantors represents and warrants to the Lenders and the
Administrative Agent, as to itself and each of its subsidiaries, as of the date hereof and the
Amendment
No. 3
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Amendment No. 3 Effective Date, that (i) the representations and warranties set forth in Article IV
of the Credit Agreement and the other Loan Documents are true and complete as if made on and as of
each such date (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), and as if each reference in said Article IV to “this Agreement” included reference to this
Amendment No. 3 and (ii) no Default or Event of Default has occurred and is continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective as of the date hereof upon receipt by the Administrative Agent (or Special
Counsel) of executed counterparts of (i) this Amendment No. 3 from the Company, each Subsidiary
Borrower, each Subsidiary Guarantor and Holdings, and execution hereof by the Administrative Agent,
(ii) the Series E Incremental Loan Agreement between the Company, the Subsidiary Guarantors party
thereto, the Incremental Loan Lenders party thereto and the Administrative Agent and (iii) the
Series F Incremental Loan Agreement between the Company, the Subsidiary Guarantors party thereto,
the Incremental Loan Lenders party thereto and the Administrative Agent.
Section 5. Security Documents. Each of the Company, the Subsidiary Borrowers,
Holdings and the Subsidiary Guarantors confirms its obligations under the Pledge Agreement and the
Holdings Guaranty and Pledge Agreement, as applicable, and each of the Company and the Subsidiary
Guarantors hereby confirms its obligations under Article III of the Credit Agreement.
Section 6. Miscellaneous. Except as herein provided, each of the Credit Agreement,
the Pledge Agreement and the Holdings Guaranty and Pledge Agreement shall remain unchanged and in
full force and effect. This Amendment No. 3 may be executed in any number of counterparts, all of
which taken together shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 3 by signing any such counterpart. This Amendment No. 3
shall be governed by, and construed in accordance with, the law of the State of New York.
Amendment
No. 3
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed
and delivered as of the day and year first above written.
XXXXX MEDIA CORP. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: Xxxxx X. Xxxxx | ||||||
Title: Executive Vice President/ Chief Financial Officer |
||||||
XXXXX ADVERTISING OF PUERTO RICO, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: Xxxxx X. Xxxxx | ||||||
Title: Executive Vice President/Treasurer | ||||||
LAMAR TRANSIT ADVERTISING CANADA LTD. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: Xxxxx X. Xxxxx | ||||||
Title: Vice President — Chief Financial Officer |
Amendment
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XXXXXXXXXX XXXXXXXXXX |
||||||
XXXXXXXXXX LOGOS, L.L.C. | ||||||
THE XXXXX COMPANY, L.L.C. | ||||||
LAMAR CENTRAL OUTDOOR, LLC | ||||||
By: Lamar Media Corp., | ||||||
Their Managing Member | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
XXXXX ADVERTISING SOUTHWEST, INC. | ||||||
LAMAR OKLAHOMA HOLDING COMPANY, INC. | ||||||
LAMAR DOA TENNESSEE HOLDINGS, INC. | ||||||
XXXXX XXXX CORPORATION | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxxxxxxxxx Xxxxx, X.X.X. Entities:
MISSOURI LOGOS, LLC | ||||||
KENTUCKY LOGOS, LLC | ||||||
OKLAHOMA LOGOS, L.L.C. | ||||||
MISSISSIPPI LOGOS, X.XX. | ||||||
DELAWARE LOGOS, L.L.C. | ||||||
NEW JERSEY LOGOS, L.L.C. | ||||||
GEORGIA LOGOS, L.L.C. | ||||||
VIRGINIA LOGOS, LLC | ||||||
MAINE LOGOS, L.L.C. | ||||||
WASHINGTON LOGOS, L.L.C. | ||||||
By: | Interstate Logos, L.L.C. | |||||
Their Managing Member | ||||||
By: | Lamar Media Corp. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxxxxxxxxx Xxxxx, X.X.X. Entities continued:
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. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
TEXAS LOGOS, L.P. | ||||||
By: | Oklahoma Logos, L.L.C. | |||||
Its: | General Partner | |||||
By: | Interstate Logos, L.L.C. | |||||
Its: | Managing Member | |||||
By: | Lamar Media Corp. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxx Xxxxx Xxxxxxx, X.X.X. Entities:
XXXXX ADVERTISING OF COLORADO SPRINGS, INC. | ||||||
LAMAR TEXAS GENERAL PARTNER, INC. | ||||||
TLC PROPERTIES, INC. | ||||||
TLC PROPERTIES II, INC. | ||||||
LAMAR PENSACOLA TRANSIT, INC. | ||||||
XXXXX ADVERTISING OF YOUNGSTOWN, INC. | ||||||
XXXXX ADVERTISING OF MICHIGAN, INC. | ||||||
LAMAR ELECTRICAL, INC. | ||||||
AMERICAN SIGNS, INC. | ||||||
LAMAR OCI NORTH CORPORATION | ||||||
LAMAR OCI SOUTH CORPORATION | ||||||
XXXXX ADVERTISING OF KENTUCKY, INC. | ||||||
LAMAR FLORIDA, INC. | ||||||
XXXXX ADVERTISING OF SOUTH DAKOTA, INC. | ||||||
LAMAR OHIO OUTDOOR HOLDING CORP. | ||||||
OUTDOOR MARKETING SYSTEMS, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxx Xxxxx Xxxxxxx, X.X.X. Entities continued:
XXXXX ADVERTISING OF PENN, LLC | ||||||
XXXXX ADVERTISING OF LOUISIANA, L.L.C. | ||||||
LAMAR TENNESSEE, L.L.C. | ||||||
LC BILLBOARD, L.L.C. | ||||||
LAMAR AIR, L.L.C. | ||||||
By: | The Lamar Company, L.L.C. | |||||
Their Managing Member | ||||||
By: | Lamar Media Corp. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
LAMAR TEXAS LIMITED PARTNERSHIP | ||||||
By: | Lamar Texas General Partner, Inc. | |||||
Its: | General Partner | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxx Xxxxx Xxxxxxx, X.X.X. Entities continued:
TLC PROPERTIES, L.L.C. | ||||||
TLC FARMS, L.L.C. | ||||||
By: | TLC Properties, Inc. | |||||
Their Managing Member | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
LAMAR T.T.R., L.L.C. | ||||||
By: | Xxxxx Advertising of Youngstown, Inc. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
OUTDOOR MARKETING SYSTEMS, L.L.C. | ||||||
By: | Outdoor Marketing Systems, Inc. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxxxx Xxxxxxx Xxxxxxx, LLC Entities:
LAMAR ADVANTAGE HOLDING COMPANY | ||||||
PREMERE OUTDOOR, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
OUTDOOR PROMOTIONS WEST, LLC | ||||||
TRIUMPH OUTDOOR RHODE ISLAND, LLC | ||||||
By: | Triumph Outdoor Holdings, LLC | |||||
Their Managing Member | ||||||
By: | Lamar Central Outdoor, LLC | |||||
Its: | Managing Member | |||||
By: | Lamar Media Corp. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
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Xxxxx Xxxxxxx Xxxxxxx, LLC Entities continued:
TRIUMPH OUTDOOR HOLDINGS, LLC | ||||||
LAMAR ADVANTAGE GP COMPANY, LLC | ||||||
LAMAR ADVANTAGE LP COMPANY, LLC | ||||||
By: | Lamar Central Outdoor, LLC | |||||
Their Managing Member | ||||||
By: | Lamar Media Corp. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
LAMAR ADVANTAGE OUTDOOR COMPANY, L.P. | ||||||
By: | Lamar Advantage GP Company, LLC | |||||
Its: | General Partner | |||||
By: | Lamar Central Outdoor, LLC | |||||
Its: | Managing Member | |||||
By: | Lamar Media Corp. | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
No. 3
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Lamar Oklahoma Holding Company, Inc. Entities:
LAMAR BENCHES, INC. | ||||||
LAMAR I-40 WEST, INC. | ||||||
XXXXX ADVERTISING OF OKLAHOMA, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Lamar DOA Tennessee Holdings, Inc. Entities:
LAMAR DOA TENNESSEE, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
No. 3
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Xxxxx Xxxx Corporation Entities:
O.B. WALLS, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
|||||
XXXX BILLBOARD, LLC | ||||||
By: | Xxxxx Xxxx Corporation | |||||
Its: | Managing Member | |||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Title: | Executive Vice-President/ Chief Financial Officer |
Amendment
No. 3
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ADMINISTRATIVE AGENT |
||||||
JPMORGAN CHASE BANK, N.A., | ||||||
as Administrative Agent | ||||||
By: | /s/ Xxxxxxxxxx Xxxxxxx | |||||
Name: | Xxxxxxxxxx Xxxxxxx | |||||
Title: | Vice President |
Amendment
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XXXXXXXX |
||||||
XXXXX ADVERTISING COMPANY | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: Xxxxx X. Xxxxx | ||||||
Title: Executive Vice President/
Chief
Financial Officer |
Amendment
No. 3