EX-10.2 7 d01076exv10w2.txt AMENDMENT NO. 4 TO CREDIT AGREEMENT EXHIBIT 10.2 [EXECUTION COPY] AMENDMENT NO. 4 AMENDMENT NO. 4 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 Lamar 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 -2- 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 LAMAR MEDIA CORP. LAMAR ADVERTISING COMPANY By: /s/ KEITH ISTRE By: /s/ KEITH ISTRE ------------------------------ ------------------------------ Title: Vice President and Title: Vice President and Chief Financial Officer Chief Financial Officer SUBSIDIARY GUARANTORS LAMAR ADVERTISING OF COLORADO SPRINGS, INC. LAMAR TEXAS GENERAL PARTNER, INC. TLC PROPERTIES, INC. TLC PROPERTIES II, INC. LAMAR PENSACOLA TRANSIT, INC. LAMAR 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 LAMAR ADVERTISING OF MICHIGAN, INC. LAMAR ELECTRICAL, INC. AMERICAN SIGNS, INC. LAMAR OCI NORTH CORPORATION, successor to Lamar Aztec, Inc. Amendment No. 4 -3- LAMAR OCI SOUTH CORPORATION LAMAR ADVERTISING OF KENTUCKY, INC. LAMAR FLORIDA, INC. LAMAR ADVERTISING OF IOWA, INC. LAMAR ADVAN, INC. LAMAR ADVERTISING OF SOUTH DAKOTA, INC. LAMAR CENTRAL OUTDOOR, INC., formerly known as Lamar Advertising of Texas, Inc. and successor to Dowling Company Incorporated, Lamar Martin Corporation, Lamar MW Sign Corporation, Lamar Nevada Sign Corporation, Lamar Outdoor Corporation, Lamar Whiteco Outdoor Corporation, Lamar Springfield, Inc., Lamar West, L.P., Lindsay Outdoor Advertising, Inc., Scenic Marketing & Consulting, Inc., McCloskey 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. LAMAR ADVERTISING OF OKLAHOMA, INC. LAMAR OKLAHOMA HOLDING COMPANY, INC. HARDIN DEVELOPMENT CORPORATION PARSONS DEVELOPMENT COMPANY REVOLUTION OUTDOOR ADVERTISING, INC. OUTDOOR MARKETING SYSTEMS, INC. LAMAR ADVERTISING SOUTHWEST, INC. LAMAR DOA TENNESSEE HOLDINGS, INC. LAMAR DOA TENNESSEE, INC. TRANS WEST OUTDOOR ADVERTISING, INC. By: /s/ KEITH A. ISTRE -------------------------------------- Keith A. Istre 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, L.LC., 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/ KEITH A. ISTRE --------------------------------------- Keith A. Istre 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 Lamar Advertising of Alabama, Inc., Lamar Advertising of Ashland, Inc., Lamar Advertising of Greenville, Inc., Lamar Advertising of Jackson, Inc., Lamar Advertising of Joplin, Inc., Lamar Advertising of Mobile, Inc., Lamar Advertising of Missouri, Inc., Lamar Advertising of South Georgia, Inc., Lamar Advertising of South Mississippi, Inc., Lamar Robinson, Inc., South Dakota Advertising, Inc., The Lamar Corporation, Lamar Bellows Outdoor Advertising, Inc., Lamar Hardy Outdoor Advertising, Inc., Able Outdoor, Inc., Lamar KYO, Inc., Lamar Advertising of Amendment No. 4 -5- Macon, L.L.C., Outdoor West, Inc. of Tennessee and Outdoor West, Inc. of Georgia By: Lamar Media Corp., Its: Managing Member By: /s/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer LAMAR ADVERTISING OF PENN, LLC, successor to Lamar Advertising of Penn, Inc. LAMAR ADVERTISING OF LOUISIANA, L.L.C. LAMAR TENNESSEE, L.L.C., successor to Lamar Advertising of Roland, 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/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer LAMAR TEXAS LIMITED PARTNERSHIP, successor to Lamar Advertising of Huntington-Bridgeport, Inc., Lamar Advertising of West Virginia, Inc., and Lamar Ember, Inc. By: Lamar Texas General Partner, Inc. Its: General Partner By: /s/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer Amendment No. 4 -6- TLC PROPERTIES, L.L.C. By: TLC Properties, Inc. Its: Managing Member By: /s/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer OUTDOOR PROMOTIONS WEST, LLC TRANSIT AMERICA LAS VEGAS, L.L.C. LAMAR 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/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer LAMAR ADVANTAGE GP COMPANY, LLC LAMAR ADVANTAGE LP COMPANY, LLC, successor to Lamar Wright Poster Corp. TRIUMPH OUTDOOR HOLDINGS, LLC By: Lamar Central Outdoor, Inc. Its: Managing Member By: /s/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre 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/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer LAMAR T.T.R., L.L.C. By: Lamar Advertising of Youngstown, Inc. Its: Managing Member By: /s/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre 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/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre 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/ KEITH A. ISTRE ---------------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer Amendment No. 4 -9- ADMINISTRATIVE AGENT JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Administrative Agent By: /s/ JOAN FITZGIBBON ---------------------------------------- Title: Managing Director Amendment No. 4