EXHIBIT 10.2
[EXECUTION COPY]
AMENDMENT XX. 0
XXXXXXXXX XX. 0 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 Xxxxx 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
XXXXX MEDIA CORP. XXXXX ADVERTISING COMPANY
By: /s/ XXXXX XXXXX By: /s/ XXXXX XXXXX
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Title: Vice President and Title: Vice President and
Chief Financial Officer Chief Financial Officer
SUBSIDIARY GUARANTORS
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.
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
XXXXX 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
XXXXX ADVERTISING OF KENTUCKY, INC.
LAMAR FLORIDA, INC.
XXXXX ADVERTISING OF IOWA, INC.
LAMAR ADVAN, INC.
XXXXX ADVERTISING OF SOUTH DAKOTA, INC.
LAMAR CENTRAL OUTDOOR, INC., formerly known
as Xxxxx Advertising of Texas, Inc. and
successor to Xxxxxxx Company
Incorporated, Xxxxx Xxxxxx Corporation,
Xxxxx XX Sign Corporation, Lamar Nevada Sign
Corporation, Xxxxx Outdoor Corporation,
Xxxxx Xxxxxxx Outdoor Corporation, Xxxxx
Xxxxxxxxxxx, Inc., Xxxxx Xxxx, L.P., Lindsay
Outdoor Advertising, Inc., Scenic Marketing
& Consulting, Inc., XxXxxxxxx 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.
XXXXX ADVERTISING OF OKLAHOMA, INC.
LAMAR OKLAHOMA HOLDING COMPANY, INC.
XXXXXX DEVELOPMENT CORPORATION
XXXXXXX DEVELOPMENT COMPANY
REVOLUTION OUTDOOR ADVERTISING, INC.
OUTDOOR MARKETING SYSTEMS, INC.
XXXXX ADVERTISING SOUTHWEST, INC.
LAMAR DOA TENNESSEE HOLDINGS, INC.
LAMAR DOA TENNESSEE, INC.
TRANS WEST OUTDOOR ADVERTISING, INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
-4-
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, X.XX., 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/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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
Xxxxx Advertising of Alabama, Inc., Xxxxx
Advertising of Ashland, Inc., Xxxxx
Advertising of Greenville, Inc., Xxxxx
Advertising of Xxxxxxx, Inc., Xxxxx
Advertising of Joplin, Inc., Xxxxx
Advertising of Mobile, Inc., Xxxxx
Advertising of Missouri, Inc., Xxxxx
Advertising of South Georgia, Inc., Xxxxx
Advertising of South Mississippi, Inc.,
Xxxxx Xxxxxxxx, Inc., South Dakota
Advertising, Inc., The Lamar Corporation,
Xxxxx Xxxxxxx Outdoor Advertising, Inc.,
Xxxxx Xxxxx Outdoor Advertising, Inc., Able
Outdoor, Inc., Lamar KYO, Inc., Xxxxx
Advertising of
Amendment Xx. 0
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Xxxxx, X.X.X., Xxxxxxx Xxxx, Inc. of
Tennessee and Outdoor West, Inc. of Georgia
By: Xxxxx Media Corp.,
Its: Managing Member
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
XXXXX ADVERTISING OF PENN, LLC, successor to
Xxxxx Advertising of Penn, Inc.
XXXXX ADVERTISING OF LOUISIANA, L.L.C.
LAMAR TENNESSEE, L.L.C., successor to
Xxxxx Advertising of Xxxxxx, 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/ XXXXX X. XXXXX
----------------------------------------
Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP, successor to
Xxxxx Advertising of Huntington-Bridgeport,
Inc., Xxxxx Advertising of West Virginia,
Inc., and Lamar Ember, Inc.
By: Lamar Texas General Partner, Inc.
Its: General Partner
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
OUTDOOR PROMOTIONS WEST, LLC
TRANSIT AMERICA LAS VEGAS, L.L.C.
XXXXX 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/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
LAMAR ADVANTAGE GP COMPANY, LLC
LAMAR ADVANTAGE LP COMPANY, LLC, successor to
Xxxxx Xxxxxx Poster Corp.
TRIUMPH OUTDOOR HOLDINGS, LLC
By: Lamar Central Outdoor, Inc.
Its: Managing Member
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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/ XXXXX X. XXXXX
----------------------------------------
Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
LAMAR T.T.R., L.L.C.
By: Xxxxx Advertising of Youngstown, Inc.
Its: Managing Member
By: /s/ XXXXX X. XXXXX
----------------------------------------
Xxxxx X. Xxxxx
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/ XXXXX X. XXXXX
----------------------------------------
Xxxxx X. Xxxxx
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/ XXXXX X. XXXXX
----------------------------------------
Xxxxx X. Xxxxx
Vice President - Finance and
Chief Financial Officer
Amendment No. 4
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ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank),
as Administrative Agent
By: /s/ XXXX XXXXXXXXXX
----------------------------------------
Title: Managing Director
Amendment No. 4
