UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

LAMAR ADVERTISING COMPANY

LAMAR MEDIA CORP.

(Exact name of registrants as specified in their charters)

Delaware Delaware		0-30242 1-12407		72-1449411 72-1205791
(States or other jurisdictions of incorporation)		(Commission File Numbers)		(IRS Employer Identification Nos.)

5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)

(225) 926-1000
(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On April 2, 2009, Lamar Media Corp. (“Lamar Media”), a wholly owned subsidiary of Lamar Advertising Company (the “Company”) entered into Amendment No. 4 (“Amendment No. 4”) to its existing bank credit facility dated as of September 30, 2005 (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, the “Credit Agreement”) together with the Subsidiary Guarantors (as defined therein), the Subsidiary Borrowers (as defined therein), the Company, and JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”) to, among other things (i) reduce the amount of the revolving credit commitments available thereunder from $400,000,000 to $200,000,000, (ii) increase the interest rate margins for the revolving credit facility and term loans under the Credit Agreement, (iii) make certain changes to the provisions regarding mandatory prepayments of loans, (iv) amend certain financial covenants and (v) cause Lamar Media and the Subsidiary Guarantors to pledge additional collateral of Lamar Media and its subsidiaries, including certain owned real estate properties, to secure loans made under the Credit Agreement. Amendment No. 4 and the changes it made to the Credit Agreement were effective as of April 6, 2009.

Reductions in commitments

The aggregate amount of the Revolving Credit Commitments was automatically ratably reduced from $400,000,000 to $200,000,000 as of April 6, 2009.

Interest

The manner in which interest on our borrowings is determined under the facilities was changed under Amendment No. 4 and is now calculated, at our option, at a basic rate equal to either of the following plus the applicable spread above such basic rate:

•

with respect to base rate borrowings, the “Adjusted Base Rate” which is equal to the highest of: the rate publicly announced by JPMorgan Chase Bank, N.A. as its prime lending rate, or the applicable federal funds rate, plus 0.50%, or 1.0% plus the greater of (a) 2.00% and (b) the rate at which eurodollar deposits for one month are quoted on Reuters Page LIBOR01 multiplied by the statutory reserve rate (determined based on maximum reserve percentages established by the Board of Governors of the Federal Reserve System of the United States of America); or

•

with respect to eurodollar rate borrowings, the rate at which eurodollar deposits for one, two, three or six months (as selected by us), or nine or twelve months with the consent of the lenders, are quoted on Reuters Page LIBOR01 multiplied by the statutory reserve rate (determined based on maximum reserve percentages established by the Board of Governors of the Federal Reserve System of the United States of America).

The spread applicable to borrowings is determined by reference to trailing Senior Debt Ratio (total senior debt to trailing four fiscal quarter EBITDA, as defined below, see “Amendments to financial covenants” below). For eurodollar rate borrowings, the spread applicable at this time is 3.50% and for base rate borrowing is 2.50%, in each case, subject to adjustment by reference to our trailing Senior Debt Ratio.

Mandatory prepayments

We have agreed to make annual mandatory prepayments of principal under the bank credit facility based on a percentage of the excess cash flow (as defined in Amendment No. 4) for each of our fiscal years. The percentage of excess cash flow to be prepaid is determined by reference to our trailing Total Holdings Debt Ratio (total debt of Lamar Advertising and its restricted subsidiaries to trailing four fiscal quarter EBITDA, see “ Amendments to financial covenants” below). The initial percentage of excess cash flow to be prepaid is 100%.

With respect to the fiscal year ending on December 31, 2009, the excess cash flow prepayment is applied first to prepay our revolving credit facility (without reduction of commitments) up to approximately $107 million and the balance, if any, to the prepayment of the term loan facility and incremental loan facilities. For fiscal years ending on or after December 31, 2010, the excess cash flow prepayment is applied to our term loan facility and our incremental loan facilities, ratably.

As defined in Amendment No. 4, excess cash flow is, for any fiscal year, EBITDA of Lamar Advertising and its restricted subsidiaries, less the sum of: debt service for such fiscal year, unfinanced capital expenditures made during such fiscal year, tax payments made in cash during such fiscal year, amounts dividended by Lamar Media to Lamar Advertising during such fiscal year to enable Lamar Advertising to make interest payments on its indebtedness, changes in working capital during such fiscal year, payments made by Lamar Media from free cash flow during such fiscal year to repay certain indebtedness owed to Lamar Advertising, net reductions in the aggregate outstanding principal amount of our revolving credit facility during such fiscal year and the aggregate amount of optional prepayments of principal of our term loan facility and incremental loan facility during such fiscal year.

Amendments to financial covenants

The Company’s “Total Debt Ratio” has been amended to include indebtedness of the Company and is now called the “Total Holdings Debt Ratio.” Pursuant to the Total Holdings Debt Ratio, the Company may not exceed the following ratios during the periods noted as set forth below:

Period		Ratio
Amendment No. 4 Effective Date through and including March 31, 2009			7.25 to 1.00
Thereafter through and including June 30, 2009			7.50 to 1.00
Thereafter through and including June 30, 2010			7.75 to 1.00
Thereafter through and including December 31, 2010			7.50 to 1.00
Thereafter through and including March 31, 2011			7.00 to 1.00
Thereafter through and including June 30, 2011			6.75 to 1.00
Thereafter through and including September 30, 2011			6.25 to 1.00
Thereafter			6.00 to 1.00

Amendment No. 4 added a Senior Debt Ratio that the Company may not exceed during the periods noted as set forth below:

Period		Ratio
Amendment No. 4 Effective Date through and including March 31, 2009		4.00 to 1.00
Thereafter through and including March 31, 2010		4.25 to 1.00
Thereafter through and including September 30, 2010		4.00 to 1.00
Thereafter through and including December 31, 2010		3.75 to 1.00
Thereafter through and including March 31, 2011		3.50 to 1.00
Thereafter through and including September 30, 2011		3.25 to 1.00
Thereafter through and including December 31, 2011		3.00 to 1.00
Thereafter		2.00 to 1.00

EBITDA

The definition of “EBITDA” was revised in Amendment No. 4 as follows: “EBITDA” means, for any period, operating income for Holdings and its Subsidiaries (other than any Unrestricted Subsidiary) (determined on a consolidated basis without duplication in accordance with GAAP) for such period (calculated before taxes, Interest Expense, interest in respect of Mirror Loan Indebtedness, depreciation, amortization and any other non-cash income or charges accrued for such period, one-time cash restructuring charges and cash severance charges in the fiscal years ending on December 31, 2008 and 2009 (which charges shall not in the aggregate exceed $2,500,000 for such fiscal years) for such period and (except to the extent received or paid in cash by Holdings or any of its Subsidiaries (other than any Unrestricted Subsidiary) income or loss attributable to equity in Affiliates for such period), excluding any extraordinary and unusual gains or losses during such period, and excluding the proceeds of any Casualty Events and Dispositions. For purposes hereof, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R shall be excluded.

Pledge of additional collateral

In connection with Amendment No. 4, Lamar Media and the Subsidiary Guarantors entered into an Amended and Restated Pledge Agreement with JPMorgan as Administrative Agent under which Lamar Media and the Subsidiary Guarantors pledged, as security for loans made under the Credit Agreement, all of their assets and placed a mortgage lien on certain pieces of real property held by TLC Properties, Inc., a Subsidiary Guarantor thereunder.

Incremental Loan Facility

Amendment No. 4 also reduced our incremental loan facility from $500 million to $300 million. The incremental facility permits Lamar Media to request that its lenders enter into commitments to make additional term loans, up to a maximum aggregate amount of $300 million. Lamar Media’s lenders have no obligation to make additional loans out of the $300 million incremental facility, but may enter into such commitments at their sole discretion.

The foregoing descriptions are qualified in their entirety by reference to Amendment No. 4, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit
No.				Description
	10.1			Amendment No. 4 dated as of April 2, 2009 between Lamar Media Corp., Lamar Advertising of Puerto Rico, Inc., Lamar Transit Advertising Canada Ltd., the Subsidiary Guarantors party thereto, Lamar Advertising Company, the Lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit
No.				Description
	10.1			Amendment No. 4 dated as of April 2, 2009 between Lamar Media Corp., Lamar Advertising of Puerto Rico, Inc., Lamar Transit Advertising Canada Ltd., the Subsidiary Guarantors party thereto, Lamar Advertising Company, the Lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent.

Exhibit 10.1

AMENDMENT NO. 4

          AMENDMENT NO. 4 dated as of April 2, 2009 between LAMAR MEDIA CORP. (the “Company”), LAMAR ADVERTISING OF PUERTO RICO, INC. and LAMAR TRANSIT ADVERTISING CANADA LTD. (together with Lamar Advertising of Puerto Rico, Inc., the “Subsidiary Borrowers”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), LAMAR ADVERTISING COMPANY (“Holdings”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders parties to the Credit Agreement referenced below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

          The Company, the Subsidiary Borrowers, the Subsidiary Guarantors, the lenders party thereto and the Administrative Agent are parties to a Credit Agreement dated as of September 30, 2005 (as modified and supplemented and in effect immediately prior to the effectiveness of this Amendment No. 4, the “Credit Agreement”). The Company, the Subsidiary Borrowers, the Subsidiary Guarantors, Holdings, the Lenders party hereto and the Administrative Agent wish now to amend the Credit Agreement and the Pledge Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

          Section 1. Definitions. Except as otherwise defined in this Amendment No. 4, terms defined in the Credit Agreement (as amended hereby) are used herein as defined therein.

          Section 2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent specified in Section 5 hereof, the Credit Agreement shall be amended as follows:

          2.01. References Generally. 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.

          2.02. Definitions Generally. Section 1.01 of the Credit Agreement shall be amended as follows:

          (a) The following definitions shall be amended to read in their entirety as follows (to the extent already included in said Section 1.01) and added in the appropriate alphabetical location (to the extent not already included in said Section 1.01):

     “Adjusted Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) 1% plus the LIBO Rate (without giving effect to any rounding) for a one month Interest Period in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the Adjusted Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, as the case may be.

     “Amendment No. 4 Effective Date” means the date upon which the conditions precedent set forth in Section 5 of Amendment No. 4 hereto shall have been satisfied or waived.

     “Applicable Rate” means:

     (a) for any Eurodollar Revolving Credit Loans, Eurodollar Term Loans or Eurodollar Incremental Loans of any Series established prior to the Amendment No. 4 Effective Date, 3.50%; provided that such rate shall be reduced to 3.25% at any time that the Senior Debt Ratio was less than 2.5 to 1 as at the last day of the fiscal quarter most recently ended as to which the Company has delivered financial statements pursuant to Section 6.01;

     (b) for any Base Rate Revolving Credit Loans, Base Rate Term Loans or Base Rate Incremental Loans of any Series established prior to the Amendment No. 4 Effective Date, 2.50%; provided that such rate shall be reduced to 2.25% at any time that the Senior Debt Ratio was less than 2.5 to 1 as at the last day of the fiscal quarter most recently ended as to which the Company has delivered financial statements pursuant to Section 6.01;

     (c) for commitment fees, 0.50%; and

     (d) for any Type of Incremental Loans of any Series established after the Amendment No. 4 Effective Date, such rates of interest as shall be agreed upon at the time Incremental Loan Commitments of such Series are established.

     Each change in the “Applicable Rate” based upon any change in the Senior Debt Ratio shall become effective for purposes of the accrual of interest (including in respect of all then-outstanding Loans) hereunder on the date three Business Days after the delivery to the Administrative Agent of the financial statements of the Company for the most recently ended fiscal quarter pursuant to Section 6.01, and shall remain effective for such purpose until three Business Days after the next delivery of such financial statements to the Administrative Agent hereunder.

          Notwithstanding the foregoing, in the event the Company consummates any Acquisition or Disposition for aggregate consideration of $75,000,000 or more, the Company shall forthwith deliver to the Administrative Agent a certificate of a Financial Officer, in form and detail satisfactory to the Administrative Agent, setting forth a redetermination of the Senior Debt Ratio reflecting such Acquisition or Disposition and, on the date three Business Days after the delivery of such certificate, the Applicable Rate shall be adjusted to give effect to such redetermination of the Senior Debt Ratio.

          Anything in this Agreement to the contrary notwithstanding, the Applicable Rate shall be the highest rates provided for above if the certificate of a Financial Officer shall not be delivered by the times provided in Section 6.01 or within three Business Days after the occurrence of any Acquisition or Disposition described above (but only, in the case of this paragraph, with respect to periods prior to the delivery of such certificate).

     “Capital Expenditures” means, for any period, the sum for the Company or any of its Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) of the aggregate amount of expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs)

during such period computed in accordance with GAAP; provided that such term shall not include any such expenditures in connection with any Acquisition or any reinvestment into assets, plant and equipment from the proceeds of any Casualty Event.

     “Defaulting Lender” means any Lender that, as reasonably determined by the Administrative Agent, has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days after the date required to be funded by such Lender hereunder, (b) notified the Company, the Administrative Agent, any Issuing Lender or any Lender in writing that such Lender does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that such Lender does not intend to comply with its funding obligations under this Agreement, (c) failed, within three Business Days after request by the Administrative Agent or the Company, to confirm promptly in writing that such Lender will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by such Lender hereunder within three Business Days after the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of such Lender’s business or custodian, appointed for such Lender, or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of such parent company’s business or custodian appointed for such parent company; provided, that no Lender shall become a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender (or its parent company) or the exercise of control over such Lender (or its parent company) by a Governmental Authority or an instrumentality thereof.

     “EBITDA” means, for any period, operating income for Holdings and its Subsidiaries (other than any Unrestricted Subsidiary) (determined on a consolidated basis without duplication in accordance with GAAP) for such period (calculated before taxes, Interest Expense, interest in respect of Mirror Loan Indebtedness, depreciation, amortization and any other non-cash income or charges accrued for such period, one-time cash restructuring charges and cash severance charges in the fiscal years ending on December 31, 2008 and 2009 (which charges shall not in the aggregate exceed $2,500,000 for such fiscal years) for such period and (except to the extent received or paid in cash by Holdings or any of its Subsidiaries (other than any Unrestricted Subsidiary) income or loss attributable to equity in Affiliates for such period), excluding any extraordinary and unusual gains or losses during such period, and excluding the proceeds of any Casualty Events and Dispositions. For purposes hereof, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R shall be excluded.

     Notwithstanding the foregoing, except as otherwise provided in Section 7.04(f), if during any period for which EBITDA is being determined Holdings shall have consummated any Acquisition or Disposition then, for all purposes of this Agreement, EBITDA shall be determined on a pro forma basis as if such Acquisition or Disposition had been made or consummated on the first day of such period.

     “ECF Percentage” means 100%, provided that for each fiscal year ending on or after December 31, 2010, if the Total Holdings Debt Ratio as at the last day of such fiscal year shall be

less than 5.75 to 1, then such percentage shall be reduced to 50%, provided that any such reduction in the ECF Percentage shall be not become effective unless the financial statements required to have been delivered for the applicable fiscal year pursuant to Section 6.01(a) shall have been delivered.

     “Excess Cash Flow” means, for any period, the excess of (a) EBITDA for such period over (b) the sum of (i) all Debt Service for such period plus (ii) the aggregate amount of all Capital Expenditures made during such period (excluding Capital Expenditures to the extent financed with the proceeds of Indebtedness or constituting Capital Lease Obligations incurred pursuant to Section 7.01) plus (iii) the aggregate amount paid, or required to be paid, in cash in respect of income, franchise, real estate and other like taxes for such period (to the extent not deducted in determining EBITDA for such period) plus (iv) the aggregate amount of Restricted Payments made during such period by the Company to Holdings to enable Holdings to make interest payments on its Indebtedness (other than Restricted Payments deducted in computing EBITDA for such period) plus (v) any net increase (or minus any net decrease) in Working Capital from the first day through the last day of such period plus (vi) the amount of payments made by the Company from free cash flow (which, for the avoidance of doubt, shall exclude any payments made with the proceeds of the New Senior Notes or the Revolving Credit Loans) to repay Mirror Loan Indebtedness plus (vii) for each fiscal year of the Company ending (x) on December 31, 2009, the excess of $107,087,500 over the aggregate outstanding principal amount of the Revolving Credit Loans on December 31, 2009 (excluding any reduction to the extent financed with the proceeds of Indebtedness) and (y) thereafter, the amount of any net reduction in the aggregate outstanding principal amount of the Revolving Credit Loans from the first day of such period to the last day of such period (excluding any such reduction to the extent financed with the proceeds of Indebtedness) plus (viii) the aggregate amount of optional prepayments of principal of the Term Loans and Incremental Loans made pursuant to Section 2.09 (excluding prepayments to the extent financed with the proceeds of Indebtedness) plus (ix) the aggregate amount of any amendment fees paid by the Company during such period in connection with any amendment to this Agreement.

     “Incremental Loan Commitment” means, with respect to each Lender, the amount of the offer of such Lender to make Incremental Loans of any Series that is accepted by the Company in accordance with the provisions of Section 2.01(c), as such amount may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Incremental Loan Commitments of all Series established after the Amendment No. 4 Effective Date shall not exceed $300,000,000.

     “Interest Expense” means, for any period, the sum, for the Company and its Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) all interest in respect of Indebtedness (other than Mirror Loan Indebtedness) accrued or capitalized during such period (whether or not actually paid during such period) plus (b) the net amounts payable (or minus the net amounts receivable) under Swap Agreements accrued during such period (whether or not actually paid or received during such period) including, without limitation, fees, but excluding reimbursement of legal fees and other similar transaction costs and excluding payments required by reason of the early termination of Swap Agreements in effect on the date hereof plus (c) all fees (other than any amendment fees paid by the Company during such period in connection with any amendment to this Agreement) incurred

in connection with this Agreement and the Loans hereunder, including letter of credit fees and expenses related thereto, incurred hereunder after the Effective Date.

     “JPMCB Segregated Accounts” has the meaning assigned to such term in Section 6.12.

     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (a) 2.00% per annum and (b) the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page or service providing quotations of interest rates applicable to dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. dollar deposits with a maturity comparable to such Interest Period. In the event that the rate in clause (b) above is not available at such time for any reason, then such rate in clause (b) with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000, and for a maturity comparable to such Interest Period, are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

     “New Senior Notes” means the 9-3/4% Senior Notes due 2014 of the Company in the original principal amount of $350,000,000.

     “Pledge Agreement” means an Amended and Restated Pledge Agreement, substantially in the form of Exhibit A to Amendment No. 4 hereto, between the Obligors and the Administrative Agent.

     “Security Documents” means the Pledge Agreement, the Holdings Guaranty and Pledge Agreement and any other collateral agreement, intercreditor agreement, mortgage, deed of trust, ship mortgage, license or sub-license agreement or account control agreement delivered in connection with the Loan Documents, and all Uniform Commercial Code financing statements and continuation statements required by such documents to be filed with respect to the security interests created pursuant thereto.

     “Senior Debt Ratio” means, as at any date, the ratio of (a) all Indebtedness (other than Subordinated Indebtedness or Mirror Loan Indebtedness) of the Company and its Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) on such date to (b) EBITDA for the period of four consecutive quarters ending on or most recently ended prior to such date.

     “Total Holdings Debt Ratio” means, as at any date, the ratio of (a) all Indebtedness (including Subordinated Indebtedness, the Senior Notes and any other convertible debt) of Holdings and its Subsidiaries (other than any Unrestricted Subsidiary) (determined on a consolidated basis without duplication in accordance with GAAP) on such date minus, at any time during the 2009 and 2010 fiscal years of Holdings, the amount (which amount shall not exceed the amount of convertible debt due in December, 2010) of proceeds received from the New Senior Notes held in any JPMCB Segregated Account at such time to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

     “Working Capital” means, at any time, the excess or deficiency at such time of current assets (excluding cash and cash equivalents) over current liabilities (excluding (x) the current portion of long-term debt and (y) for the fiscal years ending on December 31, 2008 and December 31, 2009, accrued but unpaid interest in respect of Indebtedness) of the Company and its Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP).

     (b) The definition of “Total Debt Ratio” shall be deleted.

          2.03. Incremental Loans. Section 2.01(c) of the Credit Agreement shall be amended by replacing the second paragraph thereof in its entirety as follows:

     “Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be $50,000,000 (except that in the case of Incremental Loan Commitments made available to a Subsidiary Borrower, such minimum aggregate principal amount shall be $5,000,000), (ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans established after the Amendment No. 4 Effective Date shall not exceed $300,000,000, (iii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans to all Subsidiary Borrowers shall not exceed $107,000,000 and (iv) no Incremental Loan shall be made unless the Administrative Agent shall have received evidence satisfactory to it that after giving effect to the Borrowing of such Incremental Loans and the other transactions that are to occur on the date of such Borrowing (under the assumption that such Borrowing and such other transactions had been consummated on the first day of the respective periods for which calculations are to be made), the Senior Debt Ratio would be less than 2.5 to 1, and a Financial Officer shall have delivered a certificate to the foregoing effect to the Administrative Agent. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, amortization schedule and maturity date as shall be agreed upon by the Lenders in respect thereof and the Company (or, in the case of Incremental Loans to a Subsidiary Borrower, such Subsidiary Borrower).”

          2.04. Mandatory Termination of Commitment. Section 2.07(a) of the Credit Agreement shall be amended by replacing the first paragraph thereof in its entirety as follows:

     “Unless previously terminated, (i) the Revolving Credit Commitment shall terminate at the close of business on the Revolving Credit Termination Date, (ii) the Term Loan Commitment shall terminate at the close of business on the Effective Date, and (iii) the Incremental Loan Commitments with respect to each Series of Incremental Loans shall terminate at the close of business on the commitment termination date specified in the agreement entered into with respect to such Series. In addition, the aggregate amount of the Revolving Credit Commitments shall be automatically ratably reduced to $200,000,000 on the Amendment No. 4 Effective Date.”

          2.05. Prepayments of Loans. Section 2.09 of the Credit Agreement shall be amended as follows:

          (a) Section 2.09(a) shall be amended by inserting the language “at any time after January 1, 2010,” immediately preceding the language “the relevant Borrower may elect to apply” in clause (i) of the proviso contained in the second sentence thereof.

          (b) Section 2.09(b)(i) shall be amended to read in its entirety as follows:

     “(i) Casualty Events. Upon the date 270 days following the receipt by a Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any property of such Borrower or any of its Restricted Subsidiaries (or upon such earlier date as such Borrower or such Restricted Subsidiary, as the case may be, shall have determined not to reinvest such proceeds as provided below), such Borrower shall prepay the Loans of such Borrower (and/or, in the case of the Company, provide cover for LC Exposure of the Company as specified in Section 2.04(i)) in an aggregate amount, if any, equal to 100% of the Net Available Proceeds of such Casualty Event not theretofore applied or committed to be applied to a reinvestment into assets reasonably related to the outdoor advertising, out of home media and logo signage business of such Borrower and its Restricted Subsidiaries pursuant to one or more Capital Expenditures (disregarding the proviso of such definition for the purposes of this Section 2.09(b)(i)) or Acquisitions permitted hereunder (it being understood that if Net Available Proceeds committed to be applied are not in fact applied within twelve months of the respective Casualty Event, then such Net Available Proceeds shall be applied to the prepayment of Loans and cover for LC Exposure as provided in this clause (i) at the expiration of such twelve-month period), such prepayment and reduction to be effected in each case in the manner and to the extent specified in clause (iii) of this Section 2.09(b).”

     (c) Section 2.09(e) shall be amended to read in its entirety as follows:

     “(e) Mandatory Prepayments- Excess Cash Flow. Not later than the date 100 days after the end of each fiscal year of the Company ending after the Amendment No. 4 Effective Date, the Company shall prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.04(i)), in an aggregate amount equal to the ECF Percentage of Excess Cash Flow for such fiscal year. The amount of any required prepayment pursuant to this Section 2.09(e) shall be applied as follows:

          (i) any prepayment with respect to Excess Cash Flow for the fiscal year ending on December 31, 2009 shall be applied, first, to the prepayment of the Revolving Credit Loans up to an amount equal to $107,087,500, without reduction of the Revolving Credit Commitments, and second, to the prepayment of the Term Loans and Incremental Loans of all Borrowers ratably in accordance with the then-outstanding aggregate amounts of all such Loans; and

          (ii) any prepayment with respect to Excess Cash Flow for any fiscal year ending after January 1, 2010 shall be applied, first, to the prepayment of the Term Loans and Incremental Loans of all Borrowers ratably in accordance with the then-outstanding aggregate amounts of all such Loans, and second, to the prepayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments.

     Each such prepayment of the Term Loans and Incremental Loans shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of the Term Loans and Incremental Loans outstanding on the date of such prepayment, provided that, for any prepayment with respect to Excess Cash Flow for any fiscal year ending after January 1, 2010, at its option exercised by notice to the Administrative Agent, the Company may elect to apply an amount of such prepayment equal to the installments of such Loans due on the four

Quarterly Dates immediately following the date of such prepayment to such installments in direct order of maturity.”

          (d) A new Section 2.09(f) shall be inserted at the end of Section 2.09 of the Credit Agreement to read as follows:

     “(f) Prepayments Accompanied by Interest. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11

          2.06. Replacement of Lenders. The first sentence of Section 2.17(b) of the Credit Agreement shall be amended by adding the language “or otherwise becomes a Defaulting Lender” immediately following the language “defaults in its obligation to fund Loans hereunder”.

          2.07. Defaulting Lender. A new Section 2.18 shall be inserted at the end of Article II of the Credit Agreement to read as follows:

     “SECTION 2.18. DEFAULTING LENDER. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

     (a) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

     (i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments, (y) the sum of each non-Defaulting Lender’s Revolving Credit Exposure plus the portion of such Defaulting Lender’s LC Exposure to be reallocated to it does not exceed its Revolving Credit Commitment and (z) the conditions set forth in Section 5.03 are satisfied at such time;

     (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one Business Day following notice by the Administrative Agent cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.04(i) for so long as such LC Exposure is outstanding;

     (iii) if the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.18(a), the Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.18(a), then the fees payable to the Lenders pursuant to Sections 2.10(a) and 2.10(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

     (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.18(a), then, without prejudice to any rights or remedies of

any Issuing Lender or any Lender hereunder, all letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Lender(s) until such LC Exposure is reallocated; and

     (b) so long as any Lender is a Defaulting Lender, the Issuing Lenders shall not be required to issue, extend or increase any Letter of Credit, unless the applicable Issuing Lender is satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders, and participating interests in any such newly issued, extended or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.18(a)(i) (and Defaulting Lenders shall not participate therein).

     In the event that the Administrative Agent, the Company and the Issuing Lenders agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Defaulting Lender’s Revolving Credit Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Defaulting Lender to hold such Loans in accordance with its Applicable Percentage.”

          2.08. Financial Condition; No Material Adverse Change. The last sentence of Section 4.04 of the Credit Agreement shall be amended by replacing the language “Since December 31, 2004” with the language “Since December 31, 2008”.

          2.09. Use of Proceeds. The first sentence of Section 6.09 of the Credit Agreement shall be amended by inserting, immediately following the language “general corporate purposes of the Company and its Restricted Subsidiaries (including to make Restricted Payments)” in clause (iii) thereof, the following language:

     “; provided that the proceeds of Revolving Credit Loans shall not be used, directly or indirectly, to declare or make any Restricted Payment or to repay (or purchase, redeem, retire or otherwise acquire for value) any Restricted Indebtedness unless the Administrative Agent shall have received evidence satisfactory to it that after giving effect to the Borrowing of such Revolving Credit Loans and the making of such Restricted Payment or the repayment (or purchase, redemption, retirement or other acquisition) of such Restricted Indebtedness, the Senior Debt Ratio would be less than 2.5 to 1, and a Financial Officer shall have delivered a certificate to the foregoing effect to the Administrative Agent, except that proceeds of Revolving Credit Loans in an amount up to $107,087,500 may be used by the Company to repay the Mirror Loan Indebtedness”.

          2.10. Further Assurances. Section 6.10 of the Credit Agreement shall be amended by inserting a new Section 6.10(d) at the end thereof to read as follows:

     “(d) Further Assurances. The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement.

     Without limiting the generality of the foregoing, the Company will, and will cause each other Obligor to, take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and continuation statements and executing and delivering

such assignments, security agreements, account control agreements and other instruments) as shall be reasonably necessary (or, if reasonably requested by the Administrative Agent, desirable) to create, in favor of the Administrative Agent for the benefit of the Lenders (and their Affiliates party to one or more Swap Agreements), perfected security interests and Liens in any property owned by it that is of the type included in the definition of “Collateral” under the Pledge Agreement as collateral security for its obligations hereunder; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents.

     If any Obligor shall acquire any fee-owned real property interest, including improvements, after the Amendment No. 4 Effective Date having a fair market value of more than $2,500,000 (or shall make improvements upon any existing real property interest resulting in the fair market value of such interest together with such improvements being greater than $2,500,000), then, as applicable, the Company will, or will cause such Obligor to, will execute and deliver in favor of the Administrative Agent a mortgage, deed of trust or deed to secure debt (as appropriate for the jurisdiction in which such respective real property is situated) pursuant to which such Obligor will create a Lien upon such real property interest (and improvements) in favor of the Administrative Agent for the benefit of the Lenders (and their Affiliates party to one or more Swap Agreements) as collateral security for it obligations hereunder and will deliver such opinions of counsel, title insurance policies, surveys and certificates of insurance and endorsements designating the Administrative Agent as additional insured and loss payee as the Administrative Agent shall reasonably request in connection therewith.”

          2.11. Affirmative Covenants. New Sections 6.11 and 6.12 shall be inserted at the end of Article VI of the Credit Agreement to read as follows:

     “SECTION 6.11. POST-CLOSING REQUIREMENTS. Within 75 days after the Amendment No. 4 Effective Date, the Company shall deliver to the Administrative Agent mortgages, deeds of trust or deeds to secure debt (as appropriate for the jurisdiction in which such respective real property is situated) executed by each applicable Obligor that owns each real property interest identified in Schedule 6.11 to Amendment No. 4 hereto that is denoted to be so subject to a mortgage, deed of trust or deed to secure debt, pursuant to which such Obligor will create a Lien upon such real property interest in favor of the Administrative Agent for the benefit of the Lenders (and their Affiliates party to one or more Swap Agreements) as collateral security for it obligations hereunder and will deliver such opinions of counsel, title insurance policies, surveys (to the extent previously obtained by the Company prior to the Amendment No. 4 Effective Date) and certificates of insurance and endorsements designating the Administrative Agent as additional insured and loss payee as the Administrative Agent shall reasonably request in connection therewith.

     SECTION 6.12. PROCEEDS FROM NEW SENIOR NOTES. The net proceeds received by the Company from the issuance of the New Senior Notes shall be (or have been) used (a) first, to prepay the Revolving Credit Loans in full, and (b) thereafter, to be deposited into the segregated account of the Company at JPMCB pursuant to which the Administrative Agent shall have “control” (within the meaning of Section 9-104 or 9-106 of the New York Uniform Commercial Code, as applicable) (the “Initial JPMCB Segregated Account”) and the only permitted withdrawals from which shall be to (i) repay the Mirror Loan Indebtedness, (ii) prepay the Loans or (iii) make a Restricted Payment permitted under Section 7.06, provided that the proceeds of such Restricted Payment shall be held in a segregated account at JPMCB (together

with the Initial JPMCB Segregated Account, the “JPMCB Segregated Accounts”) and the only permitted withdrawal from which shall be to repay the Senior Notes.”

          2.12. Indebtedness. Section 7.01(c) of the Credit Agreement shall be amended to read in its entirety as follows:

     “(c) the New Senior Notes in an aggregate principal amount up to but not exceeding $350,000,000 at any one time outstanding;”

          2.13. Contingent Liabilities. Section 7.03(a)(ii) of the Credit Agreement shall be amended by replacing the language “Total Debt Ratio” with the language “Total Holdings Debt Ratio”.

          2.14. Restricted Payments. Section 7.06 of the Credit Agreement shall be amended as follows:

          (a) Section 7.06(a)(i) of the Credit Agreement shall be amended to read in its entirety as follows:

     “(i) no Default shall have occurred and be continuing (except Restricted Payments may be made to Holdings in order to allow Holdings to pay dividends on its Series AA Preferred Stock in any single fiscal year in an aggregate amount up to $500,000 (and such dividend payments may be prefunded in an aggregate amount up to $2,000,000), notwithstanding that a Default under clause (c) or (d) of Article VIII exists, so long as no other Default shall have occurred and be continuing); and”

          (b) Section 7.06(a)(ii) of the Credit Agreement shall be amended to read in its entirety as follows:

     “(ii) the Total Holdings Debt Ratio would be less than or equal to 5.50 to 1 at the time of such Restricted Payment and after giving effect thereto (and to any concurrent incurrence of Indebtedness), except that, notwithstanding the preceding and subject to the satisfaction of the condition in clause (i) above, (a) Restricted Payments may be made to Holdings in order to allow Holdings to pay dividends on its Series AA Preferred Stock in any single fiscal year in an aggregate amount up to $500,000 (and such dividend payments may be prefunded in an aggregate amount up to $2,000,000) and (b) repayments of the Mirror Loan Indebtedness may be made with the proceeds of the New Senior Notes or with free cash flow; provided that the proceeds of Revolving Credit Loans shall not be used, directly or indirectly, to make any such Restricted Payment unless after giving effect thereto the Senior Debt Ratio would be less than 2.5 to 1, except that, notwithstanding the preceding, proceeds of Revolving Credit Loans in an amount up to $107,087,500 may be used by the Company to repay the Mirror Loan Indebtedness.”

          2.15. Certain Financial Covenants. Section 7.09 of the Credit Agreement shall be amended as follows:

          (a) Section 7.09(a) shall be amended to read in its entirety as follows:

     “(a) Total Holdings Debt Ratio. The Company will not permit the Total Holdings Debt Ratio to exceed the following respective ratios at any time during the following respective periods:

Period		Ratio
Amendment No. 4 Effective Date through and including March 31, 2009		7.25 to 1.00
Thereafter through and including June 30, 2009		7.50 to 1.00
Thereafter through and including June 30, 2010		7.75 to 1.00
Thereafter through and including December 31, 2010		7.50 to 1.00
Thereafter through and including March 31, 2011		7.00 to 1.00
Thereafter through and including June 30, 2011		6.75 to 1.00
Thereafter through and including September 30, 2011		6.25 to 1.00
Thereafter		6.00 to 1.00

     (b) Section 7.09(b) shall be amended to read in its entirety as follows:

     “(b) Senior Debt Ratio. The Company will not permit the Senior Debt Ratio to exceed the following respective ratios at any time during the following respective periods:

Period		Ratio
Amendment No. 4 Effective Date through and including March 31, 2009		4.00 to 1.00
Thereafter through and including March 31, 2010		4.25 to 1.00
Thereafter through and including September 30, 2010		4.00 to 1.00
Thereafter through and including December 31, 2010		3.75 to 1.00
Thereafter through and including March 31, 2011		3.50 to 1.00
Thereafter through and including September 30, 2011		3.25 to 1.00

Period		Ratio
Thereafter through and including December 31, 2011		3.00 to 1.00
Thereafter		2.00 to 1.00

          2.16. Repayments of Certain Indebtedness. The first paragraph of Section 7.11 of the Credit Agreement shall be amended to read in its entirety as follows:

     “Except as set forth in Section 7.01(e), the Company 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, any Indebtedness issued under Section 7.01(c) or any Refunding Indebtedness (herein, “Restricted Indebtedness”), except for (i) regularly scheduled payments or prepayments of principal and interest in respect thereof required pursuant to the instruments evidencing such Restricted Indebtedness, (ii) payments or prepayments made from the proceeds of Refunding Indebtedness so long as (x) notice of redemption, payment or prepayment of the Indebtedness to be paid shall have been given to the holders thereof or shall be given substantially contemporaneously with the incurrence of such Refunding Indebtedness and (y) the proceeds of such Refunding Indebtedness shall have been deposited into escrow with irrevocable instructions to the escrow agent to apply such proceeds to the redemption of, or repurchase of, such Indebtedness to be paid and (iii) additional payments or prepayments applied to the redemption (or repurchase and immediate cancellation) of Restricted Indebtedness, so long as at the time thereof and after giving effect thereto, (x) no Default shall have occurred and be continuing, (y) the aggregate amount of such payments made after the date hereof shall not exceed $100,000,000 and (z) the Total Holdings Debt Ratio would be less than or equal to 5.50 to 1, provided that the proceeds of Revolving Credit Loans shall not be used, directly or indirectly, to make such payments or prepayments unless after giving effect thereto the Senior Debt Ratio would be less than 2.5 to 1.”

          2.17. Event of Default Relating to Security Documents. Clause (n) of Article VIII of the Credit Agreement shall be amended to read in its entirety as follows:

     “(n) Any of the following shall occur: (i) the Liens created by any Security Document shall at any time (other than by reason of the Administrative Agent relinquishing possession of certificates evidencing shares of stock of Subsidiaries pledged thereunder) cease to constitute valid and perfected Liens on the Collateral (as defined therein) intended to be covered thereby; (ii) except for expiration in accordance with its terms, any Security Document shall for whatever reason be terminated or shall cease to be in full force and effect; or (iii) the enforceability of any Security Document shall be contested by any Credit Party party thereto; or”

          2.18. Schedule 4.14. Schedule 4.14 to the Credit Agreement shall be amended in its entirety to read as set forth in Schedule 4.14 to this Amendment No. 4.

          2.19. Exhibit E. Exhibit E to the Credit Agreement shall be amended in its entirety to read as set forth in Exhibit E to this Amendment No. 4.

          Section 3. Amendments to Pledge Agreement. Subject to the satisfaction of the conditions precedent specified in Section 5 hereof, the Pledge Agreement shall be amended and restated in its entirety in substantially the form of Exhibit A hereto. Each of the Lenders party hereto hereby empowers and authorizes the Administrative Agent to execute and deliver or file (as the case may be) on its behalf the Pledge Agreement (as so amended and restated) and all related financing statements and any financing statements, continuation statements, agreements, documents or instruments as shall be necessary or appropriate to effect the purposes of the Security Documents.

          Section 4. Representations and Warranties. Each of the Company, the Subsidiary Borrowers, Holdings and the Subsidiary Guarantors represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its Subsidiaries, as of the date hereof and the Amendment No. 4 Effective Date, that (i) the representations and warranties set forth in Article IV of the Credit Agreement (as amended by this Amendment No. 4) and the other Loan Documents are true and complete as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Article IV to “this Agreement” included reference to this Amendment No. 4 and (ii) no Default or Event of Default has occurred and is continuing. Each of the Company, the Subsidiary Borrowers, Holdings and the Subsidiary Guarantors further represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its Subsidiaries, as of the date hereof that (A) set forth in Schedule 4.14 to this Amendment No. 4 is a complete and correct list of all of the Subsidiaries of the Credit Parties as of the date hereof together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary, (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests, (iv) whether such Subsidiary is a Restricted Subsidiary or Unrestricted Subsidiary and (v) whether such Subsidiary is a Subsidiary Guarantor and “Securing Party” under the Pledge Agreement and (B) the information set forth in Schedule 6.11 to this Amendment No. 4 correctly indicates the identity of the entity owning the parcels of real property located at 5321 and 5551 Corporate Boulevard in Baton Rouge, LA, 70808, and the county (parish) in which such real property interests are located.

          Section 5. Conditions Precedent. The amendments set forth in Sections 2 and 3 hereof shall become effective as of the date upon which the following conditions shall have been satisfied:

     (i) The Administrative Agent shall have received executed counterparts of this Amendment No. 4 from the Company, each Subsidiary Borrower, each Subsidiary Guarantor, Holdings, each Issuing Lender and the Required Lenders, and execution hereof by the Administrative Agent.

     (ii) The Administrative Agent shall have received executed counterparts of the Pledge Agreement from the Obligors. In addition, (a) each Obligor shall have taken such other action as the Administrative Agent shall have requested in order to perfect the security interests created pursuant to the Pledge Agreement and (b) appropriate Uniform Commercial Code financing statements shall have been filed.

     (iii) The Administrative Agent shall have received bank account control agreements in form and substance satisfactory to it pursuant to which the Administrative Agent shall have “control” (within the meaning of Sections 9-104 or 9-106 of the New York Uniform Commercial Code, as applicable) of each of the bank accounts so denoted in Annex 5 to the Pledge Agreement.

     (iv) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 4 Effective Date) of Kean, Miller,

Hawthorne, D’Armond, McCowan & Jarman, L.L.P., counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent (and each of the Credit Parties hereby requests such counsel to deliver such opinion);

     (v) The Administrative Agent shall have received for the account of each Lender that on or prior to 3:00 p.m. New York City time on April 2, 2009 (the “Final Consent Time”) shall have executed a written consent to this Amendment No. 4 and delivered the same to the Administrative Agent, an amendment fee in an amount equal to 0.375% of the sum of such Lender’s (x) Revolving Credit Commitment at the Final Consent Time (determined as if the Amendment No. 4 Effective Date, and the reduction of the Revolving Credit Commitments pursuant to Section 2.04 hereof, shall have occurred) and (y) outstanding Term Loans and Incremental Loans at the Final Consent Time.

     (vi) The Administrative Agent shall have received all other fees and other amounts due and payable on or prior to the Amendment No. 4 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company.

     (vii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the transactions contemplated hereunder and any other legal matters relating to the Credit Parties, all in form and substance reasonably satisfactory to the Administrative Agent.

     (viii) The Administrative Agent shall have received a certificate, dated the Amendment No. 4 Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, certifying as to the accuracy of the representations and warranties set forth in Section 4 hereof.

     (ix) The Administrative Agent shall have received (x) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective Uniform Commercial Code financing statements (or equivalent filings) made with respect to any Property of any Obligor, together with copies of all such filings disclosed by such search, and (y) Uniform Commercial Code termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective Uniform Commercial Code financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Liens permitted by the Loan Documents).

     (x) The Administrative Agent shall have received satisfactory evidence that the Company shall have received at least $307,000,000 in cash from the issuance of New Senior Notes and that the proceeds from such issuance shall have been applied in compliance with Section 6.12 of the Credit Agreement (as amended hereby).

          Section 6. Security Documents. Each of the Company, the Subsidiary Borrowers, Holdings and the Subsidiary Guarantors confirms its obligations under each Security Document to which it is a party and each of the Company and the Subsidiary Guarantors hereby confirms its obligations under Article III of the Credit Agreement.

          Section 7. Miscellaneous. Except as herein provided, the Credit Agreement and each Security Document 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 constitute one and the same

amendatory instrument and any of the parties hereto may execute this Amendment No. 4 by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment No. 4 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 4. 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 and delivered as of the day and year first above written.

		LENDERS:
		BLUEMOUNTAIN CLO III LTD.
		By:		Bluemountain Capital Management, LLC, Its collateral manager

		LENDERS:
		CANARAS SUMMIT CLO LTD
		By:		Canaras Capital Management LLC, as Sub-Investment Adviser

		LENDERS:
		CENT CDO 14 LIMITED
		By:		RiverSource Investments, LLC, as Collateral Manager

		LENDERS:
		CENT CDO 15 LIMITED
		By:		RiverSource Investments, LLC, as Collateral Manager

		LENDERS:
		CHGO LOAN FUNDING LTD.
		By:		Chicago Fundamental Investment Partners, LLC, as Collateral Manager

		LENDERS:
		CLYDESDALE CLO 2006, LTD.
		By:		Nomura Corporate Research and Asset Management Inc., as Investment Manager

		By:		/s/ Robert Hoffman   Name: Robert Hoffman
				Title: Executive Director

		LENDERS:
		CLYDESDALE CLO 2007, LTD.
		By:		Nomura Corporate Research and Asset Management Inc., as Investment Manager

		By:		/s/ Robert Hoffman   Name: Robert Hoffman
				Title: Executive Director

		LENDERS:
		CLYDESDALE STRATEGIC CLO I, LTD.
		By:		Nomura Corporate Research and Asset Management Inc., as Investment Manager

		By:		/s/ Robert Hoffman   Name: Robert Hoffman
				Title: Executive Director

		LENDERS:
		DUANE STREET CLO I, LTD.
		By:		DiMaio Ahmad Capital LLC, as Collateral Manager

		By:		/s/ Kimberly Niehaus   Name: Kimberly Niehaus
				Title: Director

		LENDERS:
		DUANE STREET CLO III, LTD.
		By:		DiMaio Ahmad Capital LLC, as Collateral Manager

		By:		/s/ Kimberly Niehaus   Name: Kimberly Niehaus
				Title: Director

		LENDERS:
		DUANE STREET CLO IV, LTD.
		By:		DiMaio Ahmad Capital LLC, as Collateral Manager

		By:		/s/ Kimberly Niehaus   Name: Kimberly Niehaus
				Title: Director

		LENDERS:
		EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
		By:		Eaton Vance Management, as Investment Advisor

		By:		/s/ Michael B. Botthof   Name: Michael B. Bottof
				Title: Vice President

		LENDERS:
		THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian
		By:		Eaton Vance Management, Attorney-in-fact

		By:		/s/ Michael B. Botthof   Name: Michael B. Bottof
				Title: Vice President

		LENDERS:
		FUTURE FUND BOARD OF GUARDIANS
		By:		Ares Enhanced Loan Investment Strategy Advisor IV, L.P., Its Investment Manager
		By:		Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC, Its General Partner
		By:		Ares Management LLC, Its Managing Member

		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory

		LENDERS:
		GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY
		By:		Goldman Sachs Asset Manager, L.P., as Manager

		By:		/s/ Sandra Stulberger   Name: Sandra Stulberger
				Title: Vice President

		LENDERS:
		GULF STREAM-SEXTANT CLO 2007-LTD
		By:		Gulf Stream Asset Management LLC, as Collateral Manager

		By:		/s/ Barry K. Love   Name: Barry K. Love
				Title: Chief Credit Officer

		LENDERS:
		HEWITT’S ISLAND CLO II, LTD.
		By:		CypressTree Investment Management Company, Inc., as Portfolio Manager

		By:		/s/ Martha Hadeler   Name: Martha Hadeler
				Title: Managing Director

		LENDERS:
		HEWITT’S ISLAND CLO III, LTD.
		By:		CypressTree Investment Management Company, Inc., as Portfolio Manager

		By:		/s/ Martha Hadeler   Name: Martha Hadeler
				Title: Managing Director

		LENDERS:
		HEWITT’S ISLAND CLO IV, LTD.
		By:		CypressTree Investment Management Company, Inc., as Portfolio Manager

		By:		/s/ Robert E. Weeden   Name: Robert E. Weeden
				Title: Managing Director

		LENDERS:
		HEWITT’S ISLAND CLO V, LTD.
		By:		CypressTree Investment Management Company, Inc., as Portfolio Manager
		By:		/s/ Robert E. Weeden
				Name: Robert E. Weeden
				Title: Managing Director

		LENDERS:
		HEWITT’S ISLAND CLO VI, LTD.
		By:		CypressTree Investment Management Company, Inc., as Portfolio Manager

		By:		/s/ Robert E. Weeden   Name: Robert E. Weeden
				Title: Managing Director

		LENDERS:
		HOUSTON POLICE OFFICERS’ PENSION SYSTEM
		By:		MacKay Shields LLC, as Investment Advisor and not individually

		By:		/s/ Dan Roberts   Name: Dan Roberts
				Title: Senior Managing Director

		LENDERS:
		QUALCOMM GLOBAL TRADING, INC.
		By:		Morgan Stanley Investment Management Inc., as
				Investment Manager
		By:		/s/ J. Matthew Dahlgren
				Name: J. Matthew Dahlgren
				Title: Vice President

		LENDERS:
		CONFLUENT 3 LIMITED
		By:		Morgan Stanley Investment Management Inc.,
				as Investment Manager
		By:		/s/ J. Matthew Dahlgren
				Name: J. Matthew Dahlgren
				Title: Vice President

		LENDERS:
		MUIR GROVE CLO, LTD.
		By:		Tall Tree Investment Management, LLC, as
				Collateral Manager
		By:		/s/ William D. Lenga
				Name: William D. Lenga
				Title: Officer

		LENDERS:
		NATIONAL CITY BANK
		By:		/s/ Christian Kalmbach
				Name: Christian Kalmbach
				Title: Managing Director

		LENDERS:
		NAVIGATOR CDO 2004, LTD
		By:		GE Asset Management Inc., as Collateral
				Manager
		By:		/s/ John Campos
				Name: John Campos
				Title: Authorized Signatory

		LENDERS:
		NAVIGATOR CDO 2005, LTD
		By:		GE Asset Management Inc., as Collateral
				Manager
		By:		/s/ John Campos
				Name: John Campos
				Title: Authorized Signatory

		LENDERS:
		NEW YORK LIFE INSURANCE COMPANY
		By:		/s/ Michelle P. Lim
				Name: Michelle P. Lim
				Title: Corporate Vice President
		NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
		By:		New York Life Investment Management LLC, Its
				Investment Manager
		By:		/s/ Michelle P. Lim
				Name: Michelle P. Lim
				Title: Corporate Vice President
		MAINSTAY VP FLOATING RATE PORTFOLIO, A SERIES OF MAINSTAY VP SERIES FUND, INC.
		By:		New York Life Investment Management LLC
		By:		/s/ Michelle P. Lim
				Name: Michelle P. Lim
				Title: Corporate Vice President
		NYLIM FLATIRON CLO 2003-1 LTD.
		By:		New York Life Investment Management LLC,
				as Collateral Manager and Attorney-in-Fact
		By:		/s/ Michelle P. Lim
				Name: Michelle P. Lim
				Title: Corporate Vice President