1
Exhibit 10.2
Execution Counterpart
AMENDMENT XX. 0
XXXXXXXXX XX. 0 to Credit Agreement ("Amendment No. 2") dated as of
September 12, 1997, between Xxxxx Advertising Company (the "Borrower"), the
Subsidiary Guarantors party hereto, the Lenders party hereto (the "Lenders") and
The Chase Manhattan Bank, as Administrative Agent (in such capacity, the
"Administrative Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of December 18,
1996 (as modified and supplemented and in effect on the date hereof, the "Credit
Agreement"). The Borrower, the Subsidiary Guarantors and the Lenders wish 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. 2, terms defined in the Credit Agreement (as amended hereby) are
used herein as defined therein.
Section 2. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent specified in Section 4 below, but
effective as of the date hereof (the "Effective Date"), the Credit Agreement
shall be amended as follows:
2.01. 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. Section 1.01 of the Credit Agreement shall be amended by
adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and amending the following definitions (to the extent already included in said
Section 1.01), as follows:
"Basic Documents" means the Loan Documents, the Senior Subordinated
Notes Indenture and the New Senior Subordinated Notes Indenture (or any
applicable governing agreement for any Refunding Indebtedness) and the Senior
Secured Notes (and any related agreement).
"'New Senior Subordinated Notes' means the Senior
Amendment No. 2
2
- 2 -
Subordinated Notes due 2007 in an aggregate principal or face amount not
less than $175,000,000 and not greater than $250,000,000 having the terms
and conditions set forth in the POM."
"'New Senior Subordinated Notes Indenture' means the Indenture
pursuant to which the Senior Subordinated Notes are issued."
"'POM' means the Preliminary Offering Memorandum of the Borrower for
the New Subordinated Notes in the form of the draft (subject to
completion) dated September 9, 1997, with such changes (i) as are not
detrimental to any Obligor, the Lenders or the Administrative Agent or
(ii) as the Required Lenders shall have approved."
"'Subordinated Indebtedness' means, collectively, (i) the Senior
Subordinated Notes and the New Senior Subordinated Notes (and, effective
upon any extension, renewal, refunding or replacement of any of the Senior
Subordinated Notes as contemplated in Section 7.01(b), any Refunding
Indebtedness), (ii) the 8% Series A Unsecured Subordinated Discount
Debentures of the Borrower due 2001 (of which $2,309,237 were outstanding
at October 31, 1996), (iii) the 8% unsecured Subordinated Notes of the
Borrower due 2006 (of which $19,666,664 were outstanding at October 31,
1996) and (iv) the Series A 15-year 12% Unsecured Subordinated Debentures
of the Borrower due 1997 (of which $222,000 were outstanding at October
31, 1996)."
2.02 Clause (ii) of the second sentence of the third paragraph of
Section 2.01(b) of the Credit Agreement shall be amended to read as follows:
"(ii) the aggregate principal amount of all Borrowings of Term Loans shall
not exceed $75,000,000 at any one time outstanding"
2.03 The last sentence of the fourth paragraph of Section 2.01(b) of
the Credit Agreement shall be amended to read as follows:
"Term Loans of any Series that are prepaid may not be reborrowed as Term
Loans of the same Series."
2.04 Section 2.09(b)(iv) of the Credit Agreement shall
Amendment No. 2
3
- 3 -
be amended to read as follows:
"(iv) Change of Control. Upon the occurrence of any "Change of
Control" under and as defined in the Senior Subordinated Notes Indenture
or New Senior Subordinated Notes Indenture (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."
2.05 Section 6.01(f) of the Credit Agreement shall be amended to
read as follows:
"(f) promptly upon the mailing thereof to the shareholders of the
Borrower generally or to the holders of the Senior Subordinated Notes or
the New Senior Subordinated Notes (or any Refunding Indebtedness) or
Senior Secured Notes generally, copies of all financial statements,
reports and proxy statements so mailed; and"
2.06 The last paragraph of Section 6.11(a) of the Credit Agreement
shall be amended to read as follows:
"Anything herein to the contrary notwithstanding, (x) except as
provided in clause (y) below, none of the Logo Joint Ventures, any
Subsidiary that is a partnership that is not a Wholly Owned Subsidiary or
any Foreign Subsidiary (the Logo Joint Ventures and any such Subsidiary
being herein collectively called the "Relevant Subsidiaries") shall be
required to be Subsidiary Guarantors hereunder, provided that in no event
shall the aggregate EBITDA for any period for all Subsidiaries that are
not Subsidiary Guarantors exceed 5% of the aggregate EBITDA for such
period for the Borrower and its Subsidiaries (and, upon such percentage
being exceeded, the Borrower shall forthwith cause an appropriate number
of Subsidiaries to become Subsidiary Guarantors hereunder in order that
such percentage is not exceeded), (y) the Borrower shall cause any
Subsidiary that becomes a guarantor under the Subordinated Notes Indenture
(or any applicable governing agreement for 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 and (z) in the
event that the Borrower intends to request of the trustees under the
Senior Subordinated Notes
Amendment Xx. 0
0
- 0 -
Xxxxxxxxx and the New Senior Subordinated Notes Indenture that any
Relevant Subsidiary be released from its Guarantees of the Senior
Subordinated Notes and the New Senior Subordinated Notes pursuant to the
Senior Subordinated Notes Indenture and the New Senior Subordinated Notes
Indenture then, so long as at the time of such request no Default shall
have occurred and be continuing and the proviso pursuant to clause (x)
thereof would be satisfied, the Administrative Agent is hereby authorized
to (and, at the request of the Borrower, shall) release such Relevant
Subsidiary from its obligations as a Guarantor hereunder and from its
obligations (if any) as a "Securing Party" under the Security Documents
(it being understood that the Administrative Agent may condition the
effectiveness of such release upon the delivery to the trustee under the
Senior Secured Notes Indenture of the documents required pursuant to
Section 10.05 thereof to effect the release of such Relevant Subsidiary
from its Guarantee thereunder)."
2.07 The portion of Section 7.01(b) of the Credit Agreement
preceding clause (i) of said Section 7.01(b) shall be amended to read as
follows:
"(b) Indebtedness (x) existing on the date hereof and set forth in
Schedule 7.01 (excluding, however, following the making of the initial
Loans hereunder, the Indebtedness outstanding under the Existing Credit
Agreements) and (y) Indebtedness under the New Senior Subordinated Notes,
and any extension, renewal, refunding or replacement of any such
Indebtedness referred to in the preceding clauses (x) and (y) that does
not increase the principal amount thereof, provided that any extension,
renewal, refunding or replacement of the Senior Secured Notes, Senior
Subordinated Notes or the New Senior Subordinated Notes (the "Refunding
Indebtedness") shall be permitted, only so long as"
2.09 Section 7.04(e)(i) of the Credit Agreement shall be amended by
substituting "$100,000,000" for "$50,000,000".
2.10 Section 7.09(e) of the Credit Agreement shall be amended by
substituting "35%" for "20%".
2.11 Section 7.12 of the Credit Agreement shall be amended to read
as follows:
"SECTION 7.12. Modifications of Certain Documents. The
Amendment No. 2
5
- 5 -
Borrower will not, and will not permit any of its Subsidiaries to, consent
to any modification, supplement or waiver of any of the provisions of any
documents or agreements evidencing or governing the Senior Secured Notes,
the Senior Subordinated Notes or the New Senior Subordinated Notes (or any
Refunding Indebtedness) without the prior consent of the Required Lenders,
provided that, subject to the last paragraph of Section 6.11(a), the
Borrower may supplement the Senior Subordinated Notes Indenture or the New
Senior Subordinated Notes Indenture 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 Subsidiaries of the
Borrower required by the Senior Subordinated Notes Indenture or the New
Senior Subordinated Notes Indenture, as the case may be, the Borrower will
not permit any Subsidiary to Guarantee any other Subordinated Indebtedness
without the prior consent of the Required Lenders."
Section 3. Representations and Warranties. The Borrower represents
and warrants to the Lenders that the representations and warranties set forth in
Article IV of the Credit Agreement are true and complete on the Effective Date
as if made on and as of the date hereof and as if each reference in said Article
IV to "this Agreement" includes reference to this Amendment No. 2.
Section 4. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, upon the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received counterparts of
this Amendment duly executed and delivered by the Borrower, the Subsidiary
Guarantors, the Required Lenders
and the Administrative Agent.
(b) the Borrower shall issue the New Senior Subordinated Notes for
cash consideration in an aggregate amount not less than $175,000,000
(before giving effect to deductions for underwriting commissions and
related transactions expenses), and shall apply the net proceeds of such
issuance (after giving effect to deductions for underwriting commissions
and related transactions expenses) first to the prepayment in full of the
Term Loans and next to the prepayment of the Revolving Credit Loans (it
being understood and agreed that such
Amendment No. 2
6
- 6 -
prepayment shall not result in a reduction of the Revolving Credit
Commitments).
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 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. 2 by signing any such counterpart. This
Amendment No. 2 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. 2 to be duly executed and delivered as of the day and year first above
written.
XXXXX ADVERTISING COMPANY
By:
----------------------------------
Title:
Amendment Xx. 0
0
- 0 -
XXXXXXXXXX XXXXXXXXXX
INTERSTATE LOGOS, INC.
THE LAMAR CORPORATION
XXXXX ADVERTISING OF MOBILE, INC.
XXXXX ADVERTISING OF COLORADO
SPRINGS, INC.
XXXXX ADVERTISING OF SOUTH
MISSISSIPPI, INC.
XXXXX ADVERTISING OF XXXXXXX, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
XXXXX ADVERTISING OF SOUTH GEORGIA,
INC.
LAMAR TENNESSEE LIMITED PARTNER,
INC.
TLC PROPERTIES, INC.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
XXXXX ADVERTISING OF YOUNGSTOWN,
INC.
NEBRASKA LOGOS, INC.
OKLAHOMA LOGO SIGNS, INC.
MISSOURI LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
TEXAS LOGOS, INC.
MISSISSIPPI LOGOS, INC.
GEORGIA LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
XXXXX ADVERTISING OF HUNTINGTON -
BRIDGEPORT, INC.
XXXXX ADVERTISING OF PENN, INC.
XXXXX ADVERTISING OF MISSOURI, INC.
By:
----------------------------------
Title:
Amendment Xx. 0
0
- 0 -
XXXXX XXXXX LIMITED PARTNERSHIP
By: Lamar Texas General Partner,
Inc., its general partner
By:
------------------------------
Title:
LAMAR TENNESSEE LIMITED PARTNERSHIP
LAMAR TENNESSEE LIMITED PARTNERSHIP
II
By: The Lamar Corporation, their
general partner
By:
------------------------------
Title:
LAMAR AIR, L.L.C.
By: The Lamar Corporation, its
manager
By:
------------------------------
Title:
MINNESOTA LOGOS, A PARTNERSHIP
By: Minnesota Logos, Inc., its
general partner
By:
------------------------------
Title:
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
------------------------------
Title:
Amendment Xx. 0
0
- 0 -
XXXXXXX
XXX XXXXX XXXXXXXXX BANK BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
By: By:
------------------------ ------------------------------
Title: Title:
CIBC INC. FLEET BANK, N.A.
By: By:
------------------------ ------------------------------
Title: Title:
ABN AMRO BANK N.V. BANQUE PARIBAS
Houston Agency
By: By:
------------------------ ------------------------------
Title: Title:
By: By:
------------------------ ------------------------------
Title: Title:
CORESTATES BANK, N.A. BANK OF MONTREAL, CHICAGO
BRANCH
By: By:
------------------------ ------------------------------
Title: Title:
THE LONG-TERM CREDIT BANK HIBERNIA NATIONAL BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By: By:
------------------------ ------------------------------
Title: Title:
Amendment Xx. 0
00
- 00 -
XXXXXX XXXX LTD - THE BANK OF NOVA SCOTIA
NEW YORK BRANCH
By: By:
------------------------ ------------------------------
Title: Title:
By:
------------------------
Title:
UNION BANK OF CALIFORNIA BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: By:
------------------------ ------------------------------
Title: Title:
FIRST UNION NATIONAL BANK STATE STREET BANK AND
OF NORTH CAROLINA TRUST COMPANY
By: By:
------------------------ ------------------------------
Title: Title:
CRESTAR BANK
By:
------------------------
Title:
Amendment No. 2
