JOINDER AGREEMENT
dated as of February 21, 2008 by the undersigned, Hoosier
Outdoor Advertising Corporation, an Indiana corporation (the
“ Additional Subsidiary Guarantor ”), in favor
of JPMorgan Chase Bank, N.A., as administrative agent for the
Lenders party to the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the
“ Administrative Agent ”).
Lamar Media Corp.,
a Delaware corporation (the “ Company ”), the
Subsidiary Borrower that may be or may become a party thereto (the
“ Subsidiary Borrower ”and together with the
Company, the “ Borrowers ”) and certain of its
subsidiaries (collectively, the “ Existing Subsidiary
Guarantors ” and, together with the Borrowers, the
“ Securing Parties ”) are parties to a Credit
Agreement dated September 30, 2005 (as modified and
supplemented and in effect from time to time, the “ Credit
Agreement ”), providing, subject to the terms and
conditions thereof, for extensions of credit (by means of loans and
letters of credit) to be made by the Lenders therein (collectively,
together with any entity that becomes a “Lender” party
to the Credit Agreement after the date hereof as provided therein,
the “ Lenders ” and, together with
Administrative Agent and any successors or assigns of any of the
foregoing, the “ Secured Parties ”) to the
Company in an aggregate principal or face amount not exceeding
$800,000,000 (which, in the circumstances contemplated by
Section 2.01(c) thereof, may be increased to $2,132,000,000
and made available to the Company and the Subsidiary Borrower). In
addition, the Borrowers may from time to time be obligated to one
or more of the Lenders under the Credit Agreement in respect of
Swap Agreements under and as defined in the Credit Agreement
(collectively, the “ Swap Agreements
”).
In connection with
the Credit Agreement, the Borrowers, the Existing Subsidiary
Guarantors and the Administrative Agent are parties to the Pledge
Agreement dated September 30, 2005 (the “ Pledge
Agreement ”) pursuant to which the Securing Parties have,
inter alia , granted a security interest in the
Collateral (as defined in the Pledge Agreement) as collateral
security for the Secured Obligations (as so defined). Terms defined
in the Pledge Agreement are used herein as defined
therein.
To induce the
Secured Parties to enter into the Credit Agreement, and to extend
credit thereunder and to extend credit to the Borrower under Swap
Agreements, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the
Additional Subsidiary Guarantor has agreed to become a party to the
Credit Agreement and the Pledge Agreement as a “Subsidiary
Guarantor” thereunder, and to pledge and grant a security
interest in the Collateral (as defined in the Pledge
Agreement).
1
Accordingly, the
parties hereto agree as follows:
Section 1.
Definitions . Terms defined in the Credit Agreement are used
herein as defined therein.
Section 2.
Joinder to Agreements . Effective upon the execution and
delivery hereof, the Additional Subsidiary Guarantor hereby agrees
that it shall become a “Subsidiary Guarantor” under and
for all purpos
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