AGREEMENT OF SHAREHOLDER
(Series A Preferred: _______)
This Agreement of Shareholder (the "Shareholder Agreement") is made and is
effective as of April 9, 2001, by and between ____________________
("Shareholder") and Comerica Bank-Texas ("Bank"). Reference is made to the
Series A Preferred Stock (the "Stock"), as authorized and issued by Xxxxxxxxx
Sign Company, a Texas corporation ("Issuer").
For valuable consideration, Shareholder and Bank agree as follows:
1. Ownership. Shareholder is the record and beneficial owner of shares of
Stock and has the right and authority to enter into this Shareholder Agreement
for the purposes herein expressed regarding such shares of Stock.
2. No Payment of Cash Dividends. For the period commencing with the date of this
Shareholder Agreement and continuing through July 1, 2002, Shareholder will not
receive, accept or cause to be paid (or vote Shareholder's Stock in favor of the
payment of) any cash dividends on any shares of the Stock owned by Shareholder.
As used herein, cash dividends means any dividends paid in cash, cash
equivalents, or property, and shall not include dividends paid in the same class
of stock of Issuer as is the Stock.
3. Accrual of Cash Dividends. Accrual of cash dividends during the
above-described suspension period will be permitted, and Bank agrees that such
accrual will not constitute an Event of Default under the Second Amended and
Restated Revolving Credit and Term Loan Agreement (as amended) dated as of
September 30, 1998 between Bank and Issuer.
This Shareholder Agreement will be governed by the laws of the State of
Texas. This Shareholder Agreement may be executed in one or more counterparts,
each of which will be deemed an original, and which together will constitute one
agreement.
BANK:
COMERICA BANK-TEXAS
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SHAREHOLDER:
By:
Name:
Its:
The undersigned Issuer, as of the above date, agrees not to pay any
dividends in violation of the terms of this Shareholder Agreement, and further
represents and warrants to Bank that it has the power and authority to execute,
deliver and perform this Shareholder Agreement as a binding agreement of Issuer.
ISSUER:
XXXXXXXXX SIGN COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
Its: Vice President, Chief Financial Officer and
Secretary
