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EXHIBIT 10.15
(EXECUTION COUNTERPART)
SEVENTH AMENDMENT
SEVENTH AMENDMENT dated as of October 31, 1996, between XXXXX
ADVERTISING COMPANY, a corporation duly organized and validly existing under
the laws of the State of Delaware (the "Company"); each of the Subsidiaries of
the Company identified under the caption "SUBSIDIARY GUARANTORS" on the
signature pages hereto (individually, a "Subsidiary Guarantor" and,
collectively, the "Subsidiary Guarantors" and, together with the Company, the
"Obligors"); each of the lenders that is a signatory hereto (individually a
"Bank" and, collectively, the "Banks"); and THE CHASE MANHATTAN BANK, as agent
for the Banks (in such capacity, together with its successors in such capacity,
the "Agent").
The Company, the Subsidiary Guarantors, the Banks and the Agent are
parties to a Credit Agreement dated as of May 19, 1993 (as heretofore modified
and supplemented and in effect on the date hereof, the "Credit Agreement").
The Company, the Subsidiary Guarantors, the Banks and the Agent wish to
increase the aggregate amount of the Revolving Credit Commitments under the
Credit Agreement from $20,000,000 to $50,000,000, and to amend the Credit
Agreement in certain other respects. Accordingly the parties hereto hereby
agree as follows:
Section 1. Definitions. Except as otherwise defined in this Seventh
Amendment, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 5 below, but effective as of the date hereof,
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. References
in the Credit Agreement to "the Notes" shall be deemed to include reference to
the New Revolving Credit Notes referred to in Section 5.02 hereof.
2.02. The following definitions in Section 1.01 of the Credit
Agreement shall be amended in their entirety to read as follows:
"'Applicable Margin' shall means (a) with respect to Base Rate
Loans, 3/4% per annum; and (b) with respect to Eurodollar Loans, 2%
per annum; provided that if the Leverage Ratio as at the last day of
any fiscal quarter of the Company shall fall within any of the ranges
set forth in the schedule below then, subject to the delivery
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to the Agent of a certificate of a senior financial officer of the
Company demonstrating such fact prior to the end of the next
succeeding fiscal quarter (accompanied by the financial statements
required to be delivered pursuant to Section 9.01(a) or 9.01(b), as
the case may be, hereof), the "Applicable Margin" for each Loan shall
be reduced to the rate for the respective Type of Loan set forth
opposite such range in the schedule below during the period commencing
on the Quarterly Date on or immediately following the date of receipt
of such certificate to but not including the next succeeding Quarterly
Date thereafter (except that notwithstanding the foregoing, if an
Event of Default shall have occurred and be continuing at the time of
delivery of such certificate or at any time following the same until
such next succeeding Quarterly Date, and the Agent acting on the
instructions of the Majority Banks shall have notified the Company
that this proviso shall not apply, the Applicable Margin for any such
Loan shall not as a consequence of this proviso be so reduced for the
period from and including the date of such notice to but excluding the
date such Event of Default shall have been cured to the reasonable
satisfaction of the Agent or the Majority Banks):
Applicable Margin (% p.a.)
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Range of
Leverage Ratio Base Rate Loans Eurodollar Loans
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Greater than or equal
to 5.00 to 1 3/4% 2%
Greater than or equal
to 4.50 to 1 and less
than 5.00 to 1 1/2% 1-3/4%
Greater than or equal
to 4.00 to 1 and less
than 4.50 to 1 1/4% 1-1/2%
Greater than or equal
to 3.50 to 1 and less
than 4.00 to 1 0% 1-1/4%
Less than 3.50 to 1 0% 1%"
"'Interest Period' shall mean, with respect to any Eurodollar
Loan, each period commencing on the date such Eurodollar Loan is made
or converted from a Base Rate Loan or the last day of the next
preceding Interest Period for such Loan and ending on the numerically
corresponding day in the first, third or sixth or (with
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the approval of all of the Banks) ninth or twelfth calendar month
thereafter, as the Company may select as provided in Section 4.05
hereof, except that each Interest Period that commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Business Day of the appropriate
subsequent calendar month. Notwithstanding the foregoing: (i) if any
Interest Period for any Revolving Credit Loan would otherwise end
after the Revolving Credit Termination Date, such Interest Period
shall end on the Revolving Credit Termination Date; (ii) no Interest
Period for any Term Loan may commence before and end after any
Principal Payment Date unless, after giving effect thereto, the
aggregate principal amount of the Term Loans having Interest Periods
that end after such Principal Payment Date shall be equal to or less
than the aggregate principal amount of the Term Loans scheduled to be
outstanding after giving effect to the payments of principal required
to be made on such Principal Payment Date; (iii) each Interest Period
that would otherwise end on a day which is not a Business Day shall
end on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next
preceding Business Day); and (iv) notwithstanding clause (i) above, no
Interest Period shall have a duration of less than one month and, if
the Interest Period for any Eurodollar Loan would otherwise be a
shorter period, such Loan shall not be available hereunder for such
period."
"'Leverage Ratio' shall mean, as at any date, the ratio of
Total Indebtedness on such date to Operating Cash Flow for the period
of twelve calendar months ending on or most recently prior to such
date."
"'Revolving Credit Commitment' shall mean, as to each Bank,
the obligation of such Bank to make Revolving Credit Loans in an
aggregate principal or face amount at any one time outstanding up to
but not exceeding the amount set opposite such Bank's name on Annex 1
hereto under the caption "Revolving Credit Commitment" (as the same
may be reduced at any time or from time to time pursuant to Section
2.04 hereof)."
"'Revolving Credit Termination Date' shall mean April 30, 1997
(of, if said date is not a Business Day, the Business Day most
immediately preceding said date)."
2.03. Section 1.01 of the Credit Agreement shall be amended by
deleting the definition of "Commitment Reduction Dates".
2.04. Section 2.04(b) of the Credit Agreement shall be amended to
read as follows:
"(b) [Intentionally deleted]"
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2.05. Section 2.04(d) of the Credit Agreement shall be amended to
read as follows:
"(d) [Intentionally deleted]"
2.06. Section 2.10 of the Credit Agreement shall be amended by adding
the following new subsection (e) at the end thereof:
"(e) Cover for Letter of Credit Liabilities on the Revolving Credit
Termination Date. In the event that on the Revolving Credit
Termination Date there are outstanding Letter of Credit Liabilities,
the Company shall be required to provide cover for such Letter of
Credit Liabilities in an amount equal to the aggregate face amount of
the outstanding Letter of Credit Liabilities. The Company shall
effect the same by paying to the Agent immediately available funds in
an amount equal to the required amount, which funds shall be retained
by the Agent in the Collateral Account (as provided therein as
collateral security in the first instance for the Letter of Credit
Liabilities) until such time as the Letters of Credit shall have been
terminated and all of the Letter of Credit Liabilities paid in full."
2.07. Section 3.01(a) of the Credit Agreement shall be amended to
read as follows:
"(a) The Company hereby promises to pay to the Agent for account of
each Bank the entire outstanding principal amount of such Bank's
Revolving Credit Loans, and each Revolving Credit Loan shall mature,
on the Revolving Credit Termination Date."
2.08. Section 7.02 of the Credit Agreement shall be amended to add a
new paragraph to the end thereof to read as follows:
"In addition to the conditions precedent set forth above, it
shall be a condition precedent to any borrowing of Revolving Credit
Loans hereunder, or any issuance of a Letter of Credit hereunder, that
would increase the aggregate outstanding principal or face amount of
the Revolving Credit Loans and Letter of Credit Liabilities to an
amount greater than $20,000,000 that the Agent shall have received
evidence that:
(i) the Company shall be permitted to incur the
Indebtedness represented by such borrowing or issuance under the first
paragraph of Section 1009 of the Indenture,
(ii) the Subsidiary Guarantors shall be entitled to
Guarantee such Indebtedness under Clause (1) of Section 1010 of the
Indenture, and
(iii) the Liens provided under the Pledge Agreement shall
be permitted to secure such Indebtedness under Clause (1) of Section
1012 of the Indenture
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and, in that connection the Company shall have delivered a certificate
of its chief financial officer certifying as to the foregoing and
setting forth a calculation demonstrating that the ratio set forth in
the first paragraph of Section 1009 of the Indenture, after giving
effect to such borrowing or issuance, shall be less than 5.5 to 1."
2.09. Section 9.13 of the Credit Agreement shall be amended by
replacing "$10,000,000" with "$15,000,000".
2.10 The Credit Agreement shall be amended by inserting as Annex 1
thereto Annex 1 hereto.
Section 3. Commitment Fee. Notwithstanding that the increase of the
commitments contemplated by Section 2 hereof shall not become effective until
the satisfaction of the conditions precedent specified in Section 5 hereof, for
purposes of calculating the amount of commitment fee payable under Section 2.05
of the Credit Agreement, the Commitments of the Banks shall be deemed to have
been so increased on the date hereof.
Section 4. Representations and Warranties. Each party hereto (other
than the Banks and the Agent) hereby represents and warrants to the Banks and
the Agent that the representations and warranties made by such party in each
Basic Document by which such party is bound are true and complete as if made on
and as of the date hereof and as if each reference in such representations and
warranties to the Credit Agreement included reference to the Credit Agreement
as amended by this Seventh Amendment.
Section 5. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
5.01. Execution by All Parties. This Seventh Amendment shall have
been executed and delivered by each of the parties hereto.
5.02. Notes and Initial Loans. The Company shall have delivered to
the Agent for each Bank whose Revolving Credit Commitment is increasing (an
"Increasing Bank"), in exchange for the Revolving Credit Note heretofore
delivered to such Bank pursuant to Section 2.08 of the Credit Agreement, a new
Revolving Credit Note of the Company in substantially the form of Exhibit A-1
to the Credit Agreement, dated the date of the Revolving Credit Note being
exchanged, payable to such Bank in a principal amount equal to its Revolving
Credit Commitment (as increased hereby) and otherwise duly completed, and each
of such Revolving Credit Notes (a "New Revolving Credit Note") delivered to the
Increasing Banks shall constitute a "Revolving Credit Note" under the Credit
Agreement as amended hereby.
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5.03 Documents. The Agent shall have received the following
documents, each of which shall be satisfactory to the Agent in form and
substance:
(1) Corporate Documents. Certified copies of the charter
and by-laws (or equivalent documents) of the Company (or, in the
alternative, a certification to the effect that none of such documents
has been modified since delivery thereof on the Closing Date pursuant
to the Credit Agreement) and of all corporate authority for each
Obligor (including, without limitation, board of director resolutions
and evidence of the incumbency of officers for each Obligor) with
respect to the execution, delivery and performance of this Seventh
Amendment and the Credit Agreement as amended hereby and the
extensions of credit under the Credit Agreement as amended hereby, the
New Revolving Credit Notes and each other document to be delivered by
each Obligor from time to time in connection with the Credit Agreement
as amended hereby (and the Agent and each Bank may conclusively rely
on such certificate until it receives notice in writing from each
Obligor to the contrary).
(2) Opinion of Counsel to the Obligors. An opinion of
Kean, Miller, Hawthorne, X'Xxxxxx, XxXxxxx & Xxxxxx, L.L.P., counsel
to the Obligors (and each Obligor hereby instructs such counsel to
deliver such opinion to the Banks and the Agent).
(3) TLC Properties II, Inc. Satisfaction of the
conditions precedent specified in Section 7.01 with respect to TLC
Properties II, Inc. as though it had been a Subsidiary Guarantor on
the date of the Credit Agreement, and evidence that all its capital
stock has been pledged under the Pledge Agreement.
(4) Other Documents. Such other documents as the Agent
or any Bank or special New York counsel to Chase may reasonably
request.
5.04. Pro Rata Adjustment. On the date the amendments to the Credit
Agreement set forth in Section 2 above shall become effective, the Company,
without regard to the provisions of Section 4.02 of the Credit Agreement, shall
have borrowed and prepaid Loans from the Banks in such amounts (and made such
other adjustments, including reallocating Letter of Credit Interests held by
them) as shall be necessary, so that after giving effect to such borrowing and
prepayments (and adjustments), the Loans and Letter of Credit Interests shall
be held by the Banks pro rata in accordance with the respective amounts of
their Commitments (as increased hereby). In such connection, the company shall
make any payments required to be made under Section 5.05 of the Credit
Agreement as a result of any such prepayments.
Section 6. New Subsidiary Guarantor. Subject to Section 5 hereof,
each of the parties hereto, by its signature below, hereby agrees that, from
and after the date hereof,
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TLC Properties II, Inc. is and shall be a Restricted Subsidiary and a party to,
and a Subsidiary Guarantor under, the Credit Agreement.
Section 7. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Seventh
Amendment 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 Seventh Amendment by signing any such
counterpart. This Seventh Amendment 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 Seventh
Amendment to be duly executed and delivered as of the day and year first above
written.
XXXXX ADVERTISING COMPANY
By:
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Title:
SUBSIDIARY GUARANTORS
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THE LAMAR CORPORATION
INTERSTATE LOGOS, 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.
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.
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XXXXX ADVERTISING OF SOUTH
GEORGIA, INC.
LAMAR TENNESSEE LIMITED PARTNER,
INC.
TLC PROPERTIES, INC.
LAMAR PENSACOLA TRANSIT, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
TLC PROPERTIES II, INC.
For each of the above Subsidiary
Guarantors
By:
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Title:
LAMAR TEXAS LIMITED PARTNERSHIP
By Lamar Texas General Partner,
Inc., its general partner
By:
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Title:
LAMAR TENNESSEE LIMITED
PARTNERSHIP
LAMAR TENNESSEE LIMITED
PARTNERSHIP II
By The Lamar Corporation, their
general partner
By:
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Title:
LAMAR AIR, L.L.C.
By The Lamar Corporation, its
manager
By:
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Title:
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BANKS
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THE CHASE MANHATTAN BANK
By:
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Title:
BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
By:
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Title:
CIBC INC.
By:
-------------------------
Title:
Title:
THE CHASE MANHATTAN BANK
as Agent
By:
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Title:
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ANNEX 1
Revolving Credit
Banks Commitment
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THE CHASE MANHATTAN BANK $31,313,131.27
BANK ONE, LOUISIANA
NATIONAL ASSOCIATION 9,764,309.82
CIBC INC. 8,922,558.91
Total $50,000,000.00
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