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U.S.
$287,500,000.00
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September 30, 2005
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FOR VALUE
RECEIVED, the undersigned, LAMAR MEDIA CORP. , a corporation
organized under the laws of Delaware (the “
Maker ”), hereby promises to pay, subject to
the subordination provisions set forth below (the “
Subordination Provisions ”), to LAMAR
ADVERTISING COMPANY , a corporation organized under the laws of
Delaware (together with any subsequent holder hereof, the
“Payee”) the principal sum of TWO HUNDRED EIGHTY-SEVEN
MILLION, FIVE HUNDRED THOUSAND AND NO/100 UNITED STATES DOLLARS
($287,500,000.00) not later than December 31, 2010 (or, to the
extent that the full principal of this Subordinated Note may not be
paid on such date as a Restricted Payment (as defined in the Credit
Agreement referred to below) under Section 7.06 of the Credit
Agreement, such later date upon which such Restricted Payment may
be made under said Section).
Subject to the
Subordination Provisions, the Maker promises to pay interest on the
unpaid principal amount hereof from the date hereof until such
principal amount is paid in full at the rate of 2.875% per annum,
payable semi-annually on each June 30 and December 31 of
each year, provided , however , that any such
interest not so punctually paid or duly provided for will be
payable upon demand by the Payee after the date (if ever) upon
which a Restricted Payment in the amount of such interest may be
made under Section 7.06 of the Credit Agreement. All
computations of interest will be made by the Payee on the basis a
360-day year of twelve 30-day months. Whenever any payment
hereunder is stated to be due on a day other than a business day,
such payment will be made on the next-following business
day.
Subject to the
Subordination Provisions, the Maker may prepay in whole or in part
the outstanding principal amount of this Subordinated Note,
provided that the Maker will pay on the date of such
prepayment all accrued and unpaid interest due on such prepaid
principal amount to the date of prepayment.
Anything in this
Subordinated Note to the contrary notwithstanding, the indebtedness
evidenced by this Subordinated Note shall be subordinate and junior
in right of payment in full in cash, to the extent and in the
manner hereinafter set forth, to all indebtedness of the Maker
(other than declared and unpaid dividends in respect of its
outstanding capital stock) outstanding from time to time, including
without limitation, indebtedness for borrowed money, indebtedness
and other liabilities arising under the Credit Agreement and any
interest accruing after the commencement of any proceedings
referred to in clause (ii) below, whether or not such interest
is an allowed claim in any such proceeding (all such indebtedness
or other liabilities and interest being herein called “
Senior Obligations ”):
(i) the
holders of Senior Obligations shall be entitled to receive payment
in full in cash of all amounts constituting Senior Obligations
before the Payee is entitled to receive any payment on account of
this Subordinated Note and, in that connection, unless and until
the principal of, and interest on, and all other amounts in respect
of, all Senior Obligations shall have been paid in full in cash
(x) no payment on account of the principal of, or interest on,
or any other amount in respect of, this Subordinated Note or any
judgment with respect thereto (and no payment
on account of
the purchase or redemption or other acquisition of this
Subordinated Note) shall be made by or on behalf of the Maker and
(y) the Payee shall not (A) ask, demand, sue for, take or
receive from the Maker, by set-off or in any
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