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ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File No. 333-3338
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1540241
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(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
____________________
ADAMS OUTDOOR ADVERTISING, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 333-3338-01
MINNESOTA 41-1540245
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1380 West Paces Ferry Road, 30327
N.W., Suite 170, South Wing,
Atlanta, GA
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 233-1366
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO __
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. (Applicable only to Adams
Outdoor Advertising, Inc.)
Class Outstanding as of March 21, 1996
- ----- --------------------------------
Common Stock,
$.001 par value 10,000
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CONTENTS
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PART I
<TABLE>
<CAPTION>
ITEM 1. BUSINESS
<S> <C>
General.......................................................
History.......................................................
Industry Overview.............................................
Business Strategy.............................................
Markets.......................................................
Sales and Marketing...........................................
Local Market Operations.......................................
Competition...................................................
Government Regulation.........................................
Employees.....................................................
ITEM 2. FACILITIES.........................................................
ITEM 3. LEGAL PROCEEDINGS..................................................
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.............................................
ITEM 6. SELECTED FINANCIAL DATA............................................
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General.........................................................
Results of Operations...........................................
Liquidity and Capital Resources.................................
Impact of Inflation.............................................
Seasonality.....................................................
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE................................
PART III
ITEM 10. MANAGEMENT
Executive Officers and Directors................................
Other Significant Management Personnel..........................
ITEM 11. EXECUTIVE COMPENSATION.............................................
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT..
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
</TABLE>
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ITEM 1.
BUSINESS
GENERAL
Adams Outdoor Advertising Limited Partnership (the "Company") is the sixth
largest owner and operator of outdoor advertising structures in the United
States. Adams Outdoor Advertising, Inc. is the managing general partner of the
Company. The Company currently provides outdoor advertising services to ten
markets and surrounding areas in the midwest, southeast and mid-Atlantic states:
Charlotte, NC; Charleston, SC; Kalamazoo, MI; Lansing/Jackson, MI; Lehigh
Valley, PA; Northeast PA ; Madison, WI; Minneapolis, MN; Norfolk, VA; and
Peoria, IL. As of December 31, 1996, the Company operated, in the aggregate,
approximately 9,700 advertising displays, including approximately 2,800 painted
bulletins, 6,300 30-sheet posters, 150 junior (8-sheet) posters and 450 transit
displays.
HISTORY
The Company's business was founded in 1983 with the acquisition of Central
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.
Over the next five years, the Company pursued a strategy of geographic expansion
into additional medium-sized markets, primarily through the acquisition of
existing outdoor advertising businesses in selected midwest, southeast and mid-
Atlantic markets. This geographic expansion strategy has enabled the Company to
capitalize on the efficiencies, economies of scale and marketing opportunities
associated with operating outdoor advertising businesses located in proximate or
contiguous geographic markets to its primary markets. Since 1988, the Company's
sales and growth in Operating Cash Flow (operating income plus depreciation,
amortization and deferred compensation expense) has resulted from a
concentration on rate and occupancy levels of existing inventory, construction
of new displays, upgrading of displays in existing markets, and acquisition of
displays in existing markets along with new market acquisitions in South
Carolina and Pennsylvania. The Company has also been able to reduce operating
expenses while achieving higher rate and occupancy levels.
INDUSTRY OVERVIEW
Outdoor advertising is one of several major advertising media that include
television, radio, newspapers and magazines, among others. According to the
Outdoor Advertising Association of America, Inc. ("OAAA"), an industry trade
association, outdoor advertising in the United States generated total revenues
of approximately $ 2.0 billion in 1996, a record for the industry and a 7.3%
increase over 1995. Because of its repetitive impact and relatively low
cost-per-thousand impressions (a commonly used media standard), outdoor
advertising is attractive to both large national advertisers and smaller local
and regional businesses.
The principal outdoor advertising display is the billboard, of which there
are three standardized formats:
* PAINTED BULLETINS are generally 14 feet high and 48 feet wide (672
square feet) and consist of panels or a single sheet of vinyl that are
hand painted at the facilities of the outdoor advertising company or
computer painted in accordance with design specifications supplied by
the advertiser. The panels or vinyl are then transported to the
billboard site and mounted to the face of the display. On occasion, to
attract more attention, some of the displays are designed to extend
beyond the linear edges of the display face and may include three-
dimensional embellishments for which the outdoor advertising company
often receives additional revenue. Because of painted bulletins' greater
impact and higher cost relative to other types of
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4
billboards, they are usually located near major highways, and space is
usually sold to advertisers for periods of four to twelve months.
* 30-SHEET POSTERS are generally 12 feet high by 25 feet wide (300 square
feet) and are the most common type of billboard. Lithographed or silk-
screened paper sheets that are supplied by the advertiser are pre-pasted
and packaged in airtight bags by the outdoor advertising company and
applied, like wallpaper, to the face of the display. The 30-sheet
posters are concentrated on major traffic arteries and space is usually
sold to advertisers for periods of one to twelve months.
* JUNIOR (8-SHEET) POSTERS are usually 6 feet high by 12 feet wide (72
square feet). The displays are prepared and mounted in the same manner
as 30-sheet posters. Most junior posters, because of their smaller size,
are generally concentrated on city streets and are targeted at
pedestrian traffic. Space on junior posters is usually sold to
advertisers for periods of one to twelve months.
Typically, billboards are mounted on structures that are owned by the
outdoor advertising company and located on sites that are owned or leased by it
or on which it has an permanent easement. Leases of structure sites usually
provide for a term of three to ten years depending on locale. A structure may
contain one or more displays (generally two), each of which is referred to as a
"face.'
A more recent addition to the various types of outdoor advertising displays
are bus shelter displays and transit ads, which are located on the sides of
buses. Bus shelter displays are usually enclosed within glassed, back-lighted
cases on two or more sides of a pedestrian shelter located at an urban bus stop.
Transit displays are inserted into panels on the sides and back exteriors of
buses. The advertisements appear on lithographed or silk screened posters
supplied in a single sheet by the advertiser. Transit displays and bus shelter
displays generally are sold to advertisers for periods of one to twelve months.
Advertisers usually contract for outdoor displays (and other media
exposure) through advertising agencies, which are responsible for the artistic
design and written content of the advertising as well as the choice of media and
the planning and implementation of the overall campaign. Outdoor advertising
companies pay commissions to the agencies for advertising contracts secured
through such agencies. Advertising contracts are negotiated on the basis of the
monthly rates that are published in the outdoor advertising company's "rate
card." These rates, which are typically set annually during the first quarter
of each year, are based on a particular display's exposure (or number of
"impressions" delivered) in relation to the demographics of the particular
market and its location within that market. The number of "impressions"
delivered by a display (measured by the number of vehicles passing the site
during a defined period and weighted to give effect to such factors as its
proximity to other displays and the speed and viewing angle of approaching
traffic) are determined by surveys that are verified by the Traffic Audit
Bureau, an independent agency which is the outdoor advertising industry's
equivalent of television's Arbitron ratings and which audits approximately
175,000 outdoor advertising sites annually.
Advertisers purchase outdoor advertising for a variety of reasons. In the
case of restaurants, motels, service stations and similar roadside businesses,
the message reaches potential customers close to the point of sale and provides
ready directional information. For advertisers seeking to build product brand
name awareness, outdoor advertising is attractive because of its constant
repetition and comparatively low cost per thousand impressions.
According to the OAAA, the top ten categories of businesses ranked by
outdoor advertising expenditures for 1995 were entertainment, tobacco products,
retail establishments, business and consumer services, automotive, hotel/motel,
publishing and media, and alcoholic beverages.
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5
BUSINESS STRATEGY
The Company's strategy is to focus its operations on providing value-added
outdoor advertising services to advertisers in medium-sized markets in which it
is or could be the leading provider of such services. The Company believes that
its focus on medium-sized markets allows it to achieve a dominant share of
outdoor advertising revenues and display faces within those markets. The Company
also believes that by educating current and potential customers on the
effectiveness of the outdoor medium, it has a significant opportunity to gain a
larger share of overall advertising expenditures. The Company's business
strategy comprises the following elements:
* Focus marketing efforts on local and regional advertisers in order to
develop and maintain a diverse client base and to limit reliance on
national advertising accounts. The Company believes that focusing on
local and regional advertisers helps generate stable revenue growth and
reduce its reliance on any single local economy or industry segment. In
1996 net revenues attributable to local and regional advertising
accounted for 87.5% of total net revenues.
* Take advantage of recent technological advances in computer and printing
technology, which allow the Company to provide higher quality
reproduction to its customers, thereby attracting new advertisers to the
outdoor medium.
* Raise potential customers' awareness of the reach, impact and value of
outdoor an integral part of their advertising plan.
* Continue to enhance sales, marketing and customer service capabilities.
The Company's salespersons are paid pursuant to a performance-based
compensation system and supervised by a local sales manager executing a
coordinated marketing plan.
* Increase revenues from existing display faces by developing programs
that maximize advertising rates and optimize occupancy levels in each
market. In addition, the Company also plans to pursue new advertising
categories, such as transit buses and passenger shelters, to further
diversify the Company's revenue base.
* Expand operations within the Company's markets through construction of
new display faces and the upgrading of existing displays, placing an
emphasis on painted bulletins, which generally command higher rates and
longer contracts from advertisers.
* Pursue strategic acquisitions of outdoor displays in existing and
contiguous markets and capitalize on the efficiencies, economies of
scale and significant opportunities for inter-market cross-selling that
are associated with operating in proximate or contiguous geographic
markets.
The Company recognizes, and closely monitors, the needs of its customers
and seeks to provide them with a quality advertising product at a lower cost
than competitive media. The Company believes it has a reputation of providing
excellent customer service and quality outdoor advertising space. As such, the
Company has been nationally recognized as a five star member (the highest
ranking) of the OAAA, a distinction currently held by only 25 of the
approximately 800 members of the OAAA.
MARKETS
The Company operates in ten geographically-diverse medium-sized
markets which offer to local, regional and national advertisers significant
areas of population to whom advertising may be targeted. In addition, the
Company offers comprehensive outdoor advertising services, including local
production facilities and local representation, in all of its markets except in
the Minneapolis market.
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6
The following table sets forth information as of December 31, 1996 with
respect to each of the Company's markets, including the ADI (as defined herein)
rank of that market and the number of each display type operated by the Company
in that market:
<TABLE>
<CAPTION>
ADI PAINTED 30-SHEET 8-SHEET TRANSIT
--- ------- --------- -------- --------
MARKET RANKING(A) BULLETINS POSTERS POSTERS DISPLAYS TOTAL
- ------ ----------- --------- --------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Charlotte, NC................ 31 602 870 66 -- 1,538
Lansing/Jackson, MI.......... 108 418 903 -- -- 1,321
Kalamazoo, MI................ 38 307 757 -- -- 1,064
Lehigh Valley, PA (b)........ -- 204 741 -- -- 945
Madison, WI.................. 88 67 262 -- 450 779
Norfolk, VA.................. 39 159 609 28 -- 796
Peoria, IL................... 113 66 320 39 -- 425
Minneapolis, MN.............. 14 124 -- -- -- 124
Northeast PA................. 48 170 578 -- -- 748
South Carolina............... 107 683 1309 -- -- 1992
Total................. 2,800 6,349 133 450 9,732
</TABLE>
(a) Indicates the market rank of the area of dominant influence ("ADI"), as
determined by The Arbitron Company, within which the office is located. ADIs
are ranked based on population, with the market having the largest
population ranked first. ADI rank is the standard measure of market size
used by the media industry.
(b) The Lehigh Valley market is included in the Philadelphia ADI ranking.
According to the U.S. Census Bureau, the Lehigh Valley market was the 86th
largest metropolitan statistical area in the United States at December 31,
1990, the latest date for which such information is available.
The following tables set forth information with respect to the net
revenues, operating income and operating margins for the Company's displays in
each of its markets for each of the past five years. Amounts presented for
Northeast PA and South Carolina include results from their acquisition dates of
November 8, 1996 and December 2, 1996, respectively, through December 31, 1996.
NET REVENUES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
MARKET 1996 1995 1994 1993 1992
------ ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S>................................. <C> <C> <C> <C> <C>
Charlotte, NC....................... $10,499 $ 9,680 $ 8,646 $ 7,518 $ 7,201
Lansing/Jackson, MI................. 8,683 8,227 7,541 6,873 6,353
Kalamazoo, MI....................... 5,628 5,535 4,976 4,640 4,642
Lehigh Valley, PA................... 6,293 5,909 5,045 4,532 4,468
Madison, WI......................... 3,430 3,070 2,545 2,039 1,869
Norfolk, VA......................... 6,359 5,672 4,827 4,309 4,300
Peoria, IL.......................... 2,836 2,562 2,397 2,028 2,212
Minneapolis, MN..................... 2,930 2,236 1,674 1,523 1,279
Northeast PA........................ 273 -- -- -- --
South Carolina...................... 329 -- -- -- --
------- ------- ------- ------- -------
TOTAL....................... $47,260 $42,891 $37,651 $33,462 $32,324
======= ======= ======= ======= =======
</TABLE>
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7
OPERATING INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
MARKET 1996 1995 1994 1993 1992
------ ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Charlotte, NC................... $ 4,251 $ 3,602 $ 2,701 $ 1,904 $ 1,346
Lansing/Jackson, MI............. 3,738 3,570 3,044 2,603 2,118
Kalamazoo, MI................... 2,409 2,440 1,967 1,852 1,719
Lehigh Valley, PA............... 2,495 2,161 1,466 1,155 815
Madison, WI Norfolk, VA........ 1,597 1,232 915 791 351
Norfolk, VA..................... 2,798 2,279 1,387 955 899
Peoria, IL...................... 1,110 863 851 582 751
Minneapolis, MN................. 889 631 233 401 159
Northeast PA.................... (8) -- -- -- --
South Carolina.................. (50) -- -- -- --
Corporate....................... (4,342) (3,844) (2,871) (1,847) (2,685)
------- -------- -------- ------- --------
Total...................... $14,887 $12,934 $ 9,693 $ 8,396 $ 5,473
======= ======== ======== ======= ========
</TABLE>
OPERATING MARGIN
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
MARKET 1996 1995 1994 1993 1992
------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Charlotte, NC.............. 40.5% 37.2% 31.2% 25.3% 18.7%
Lansing/Jackson, MI........ 43.1% 43.4 40.4 37.9 33.3
Kalamazoo, MI.............. 42.8% 44.1 39.5 39.9 37.0
Lehigh Valley, PA.......... 39.6% 36.6 29.1 25.5 18.3
Madison, WI................ 46.6% 40.1 36.0 38.8 18.8
Norfolk, VA................ 44.0% 40.2 28.7 22.2
Peoria, IL................. 39.1% 33.7 35.3 28.7 33.9
Minneapolis, MN............ 30.3% 28.2 13.9 26.3 12.4
Northeast PA............... -2.9% -- -- -- --
South Carolina............. -15.2% -- -- -- --
------ ------ ------- ----- ------
Total.................. 31.5% 30.2% 25.7% 25.1% 16.9%
====== ====== ======= ===== ======
</TABLE>
SALES AND MARKETING
The growth in the Company's revenues and Operating Cash Flow is primarily a
result of its focus on the use of sales and marketing staff to increase the
productivity of its inventory of displays while maintaining strict controls on
its expenses.
Historically, outdoor advertising companies have derived a significant
portion of their revenues from large national advertisers, such as tobacco
companies, auto manufacturers and distributors of alcoholic beverages. As
tobacco industry advertising purchases have declined in recent years, some
outdoor advertising companies have recently shifted their marketing focus to
local and regional advertisers to replace these lost revenues. Nonetheless,
large national advertisers continue to account for a significant percentage of
outdoor advertising industry revenues. Despite this fact, the Company believes
that sales to local and regional advertisers lend stability to its revenue
stream by diversifying its customer base. The Company emphasizes sales to local
and regional customers. In 1996, the Company generated approximately 87.5% of
its net revenue from local and regional sales. The Company believes that the
Company's local and regional focus it to capitalize on the growing use of
outdoor media
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8
by advertisers that historically have relied on other media in marketing their
products and services, such as consumer product companies, professional service
firms, health care providers and financial institutions.
The Company's sales and marketing strategy has been successful largely due
to the efforts of its team of general managers in its markets. These general
managers have an average of over 14 years of experience in the outdoor
advertising industry and are responsible for implementing the Company's sales
and marketing strategy. Each of the Company's markets has a team of account
executives that is supported locally by a creative department, which provides
innovative marketing ideas, generates art work and designs billboard advertising
for potential customers' advertising campaigns. In addition, each market has a
business development staff, which makes available comprehensive information
about local market research, customer needs and advertising opportunities. This
allows the Company to assess the impact and potential reach for a potential
target customer's display in a given market. The sales and marketing departments
focus on increasing revenues through developing new marketing programs for
customers, educating both current and potential customers on the effectiveness
of the outdoor advertising product relative to other advertising media and
integrating this medium into a customer's marketing plan. The Company's sales
personnel are compensated primarily on a commission basis which maximizes their
incentive to perform.
The following table illustrates the diversity of the Company's markets and
customers by setting forth the percentage of the Company's gross revenues for
1996 attributable to each of the top ten advertising categories:
1996 REVENUES BY CATEGORY*
(PERCENT OF GROSS REVENUES)
<TABLE>
<CAPTION>
TOTAL
-----
<S> <C>
Tobacco...................... 13.8%
Restaurants.................. 10.9%
Automotive................... 9.2%
Amusement.................... 5.5%
Radio/Television............. 5.0%
Hotel/Motel.................. 4.4%
Beverage-Alcoholic........... 4.0%
Banking...................... 3.2%
Real Estate.................. 3.3%
Health Care.................. 3.4%
All Others................... 37.3%
------
Total.................... 100.0%
======
</TABLE>
*Revenues from the Company's South Carolina and Northeast PA operations were not
included in the above figures since they were acquired during the fourth quarter
of 1996.
LOCAL MARKET OPERATIONS
In each of its primary markets, the Company maintains a complete outdoor
advertising operation including a sales office, a construction and maintenance
facility, an art department equipped with state-of-the-art computer technology,
a real estate unit and support staff. The Company conducts its outdoor
advertising operations through these local offices, which is consistent with
senior management's belief that an organization with decentralized sales and
operations is more responsive to local market demand and provides greater
incentives to employees. At the same time, the Company maintains consolidated
accounting and financial controls, which allow it to monitor closely the
operating and financial performance of each market. The general managers, who
report directly to the Company's chief executive officer, are responsible for
the day-to-day operations of their offices and are compensated based on the
financial performance of their respective markets. In general, these local
managers oversee market development, production and local sales.
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9
Each local office is responsible for locating and ultimately obtaining
sites for the displays in its market. Each office has a leasing department,
which maintains an extensive data base containing information on local property
ownership, lease contract terms, zoning ordinances and permit requirements. The
Company owns certain of the sites on which its displays are located and leases
others. Site lease contracts vary in term but typically range from three to ten
years with various termination and renewal provisions. As of and for the twelve
months ended December 31, 1996, the Company had approximately 4,635 active site
leases accounting for a total land lease expense of approximately $5.4 million,
representing approximately 11.6 of net revenues.
In each of its primary markets, the Company has construction and
maintenance facilities, which facilitate the expeditious and economical
construction and maintenance of displays and the painting and mounting of
customers' advertisements. Typically, the Company uses vinyl skins for
bulletins. The vinyl skins are reusable, thereby reducing the Company's
production costs, and are easily transportable. Due to the geographic proximity
of the Company's markets and the transportability of vinyl skins, the Company
can shift production among markets to use its available capacity more
effectively. The local offices also maintain fully-equipped art departments to
assist local customers in the development and production of creative, effective
advertisements.
COMPETITION
The Company competes in each of its markets with other outdoor advertisers
as well as other media, including broadcast and cable television, radio,
newspaper and direct mail marketers. In competing with other media, outdoor
advertising relies on its low cost-per-thousand impressions and its ability to
repetitively reach a broad segment of the population in a specific market or
geographic area within that market. In most of its markets, the Company
encounters direct competition from other major outdoor media companies,
including 3M National Advertising Co. (a division of Minnesota Mining and
Manufacturing Company) and Whiteco, among others, each of which has a large
national network and resources significantly greater than the Company's. The
Company believes that its focus on local and regional advertisers and its
position as the leading provider of full service outdoor advertising in each of
its primary markets enable it to compete effectively with other outdoor media
operators, as well as other media, both within those markets and in each
respective region. The Company also competes with other outdoor advertising
companies for sites on which to build new structures.
GOVERNMENT REGULATION
The outdoor advertising industry is subject to governmental regulation at
the federal, state and local level. Federal law, principally the Highway
Beautification Act of 1965, encourages states, by the threat of withholding
federal appropriations for the construction and improvement of highways within
such states, to implement legislation to control outdoor advertising structures
located within 660 feet of or visible from interstates and primary highways,
except in commercial or industrial areas, and to force the removal at the
owner's expense and without any compensation of any nonconforming structures on
such highways. The Highway Beautification Act and the various state statutes
implementing it require the payment of just compensation whenever governmental
authorities require legally erected and maintained structures to be removed from
federally-aided highways.
States and local jurisdictions have, in some cases, passed additional
regulation on the construction, repair, upgrading, height, size and location of
outdoor advertising structures adjacent to federally-aided highways and other
thoroughfares. Such regulations, often in the form of municipal building, sign
or zoning ordinances, specify standards for the height, size and location of
outdoor advertising structures. In the event non-conforming advertising
structures are damaged, including damage caused by natural events, such as
windstorms and hurricanes, the Company may not be able to repair the structures.
In some cases, the construction of new or relocation of existing structures is
prohibited. Some jurisdictions also have restricted the ability to enlarge or
upgrade existing structures, such as converting from wood to steel or from non-
illuminated to illuminated structures. From time to time, governmental
authorities order the removal of structures by the exercise of eminent
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10
domain or through various regulatory actions or other litigation. In such cases,
the Company seeks compensation under appropriate procedures and thus far, the
Company has been able to obtain satisfactory compensation for any of its
structures removed at the direction of governmental authorities. However,
compensation may not always be available in such circumstances. Some
municipalities have attempted to regulate outdoor advertising by taxing revenues
attributable to advertising structures, or by requiring the payment of annual
permit fees based on factors such as the square footage of an outdoor
advertising company's display faces, located in those municipalities. Other
municipalities take into account lease payments received by lessors of property
on which advertising structures are located in making property tax assessments.
These taxes and fees can increase an outdoor advertising company's direct
operating costs.
Amortization legislation has also been adopted in some areas across the
country, including Charlotte, NC, one of the Company's markets. Amortization
only permits the owner of an outdoor advertising structure to operate its
structure as a non-conforming use for a specified period of time, after which it
must remove or otherwise conform its structure to the applicable regulations at
its own cost without any compensation. Some jurisdictions require the removal of
certain structures without any compensation if there is a change in use of the
premises (e.g., construction on previously unimproved land). Amortization and
such other regulations requiring the removal of structures without compensation
currently are subject to vigorous litigation in the state and federal courts,
which have reached differing conclusions as to their constitutionality.
In 1988, the city of Charlotte, NC, adopted a comprehensive sign ordinance
prohibiting the construction of virtually all new off-premises outdoor
advertising signs within the city limits and mandating that all non-conforming
signs either be brought into compliance or be removed by February 1, 1996 at the
owner's expense without compensation (subject to extension at the cities
discretion, for an additional two years). Assuming failure by the city to grant
any variances, the Company could be forced to remove approximately 308
structures at its expense without payment of compensation, with an attendant
material adverse impact on the gross revenues and Operating Cash Flow
attributable to the Charlotte, NC market, but, in the opinion of management, not
on the financial condition of the Company as a whole. In 1988, the Company filed
a lawsuit in the Superior Court of Mecklenburg County, NC, challenging the
constitutionality of the Charlotte sign ordinance. The litigation was stayed by
mutual agreement of the parties until November, 1995. Since the stay expired,
neither party has advanced the litigation. The Company believes it is unlikely
that the Company will have to remove non-conforming signs until 1998 or later.
Through March 1997, the Company had received a total of 308 NOV's (Notice of
Violation). The Company does not anticipate any additional NOV's at this time.
In recent years, there have been movements to restrict billboard
advertising of certain products, including tobacco and alcohol. No bills have
become law at the federal level except those requiring health hazard warnings
similar to those on cigarette packages and print advertisements. It is uncertain
whether legislation of this type will be enacted in the future. Most recently,
in May 1996, Phillip Morris U.S.A., the domestic tobacco subsidiary of Phillip
Morris Companies Inc., announced a proposal for comprehensive federal
legislation to address concerns regarding the use of tobacco products by minors
which included provisions that would ban all outdoor tobacco product advertising
within 1,000 feet of any playground or elementary or secondary school, on 8-
sheet-posters in urban neighborhoods and on transit displays. In the opinion of
management, such legislation would not have a material adverse impact on the
gross revenues or Operating Cash Flow of the Company.
To date, regulations applicable in the Company's markets, have not
materially affected its operations, and compliance with those regulations has
not had a material impact on its costs. No assurance can be given, however, as
to the effect of changes in those regulations or of new regulations that may be
adopted in the future.
EMPLOYEES
As of December 31, 1996, the Company employed 331 persons, of whom
approximately 117 were primarily engaged in sales and marketing, 136 were
engaged in painting, posting, construction and maintenance of displays,
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11
and the balance were employed in financial, administrative and similar
capacities. No employees are covered by a collective bargaining agreement except
for five production shop workers in Peoria, IL covered by a collective
bargaining agreement with the Brotherhood and Painters and Allied Trades that
expires on December 31, 19976. Management considers its employee relations to be
good.
ITEM 2.
FACILITIES
The Company's corporate office is located in Atlanta, GA. In addition, the
Company has an office and complete production and maintenance facilities in each
of Charlotte, NC; Charleston, SC; Kalamazoo, MI; Lansing/Jackson, MI; Lehigh
Valley, PA; Northeast PA; Madison, WI; Norfolk, VA; and Peoria, IL.
Additionally, the Company has a sales office in Minneapolis, MN. The Peoria and
Minneapolis facilities are leased, and all other facilities are owned. The
Company considers its facilities to be well-maintained and adequate for its
current and reasonably anticipated future needs.
The Company owns approximately 158 145 parcels of real property that serve
as the sites for its outdoor displays. The Company also has perpetual easements
on approximately 4525 parcels of real property on which it has outdoor displays.
Additionally, the Company's displays are located on sites leased or licensed by
the Company, typically for three to ten years with renewal options.
ITEM 3
LEGAL PROCEEDINGS
The Company from time to time is involved in litigation in the ordinary
course of business, including disputes involving advertising contracts, site
leases, employment claims, construction matters, condemnation and amortization.
The Company is also involved in routine administrative and judicial proceedings
regarding permits and fees relating to outdoor advertising structures and
compensation for condemnations. The Company is not a party to any lawsuit or
proceeding which, in the opinion of management, is likely to have a material
adverse effect on the Company. See "Business--Government Regulation."
Information contained in this Annual Report, including, without limitation
information in this Business section may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
which can be identified by the use of forward-looking terminology as "may,
"will", "would", "expect", "anticipate", "estimate" or "continue" or the
negative thereof or other variations thereon or comparable terminology. Certain
factors, including,the Company's substantial leverage, regulation of outdoor
advertising by federal, state and local governments, tobacco advertising
patterns, competition and general economic conditions" could cause actual
results to differ materially from those in such forward-looking statements.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
12
PART II
ITEM 5
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not Applicable.
ITEM 6
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data, insofar as it relates
to each of the years in the five-year period ended December 31, 1996, has been
derived from the Company financial information and should be read in conjunction
with the audited financial statements, including the Company's balance sheets at
December 31, 1995 and 1996 and the related statements of operations for each of
the years in the three-year period ended December 31, 1996 and the notes thereto
appearing elsewhere in this Form 10-K. The selected consolidated financial data
should be read in conjunction with the information contained "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1996 1995 1994 1993 1992
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Gross revenues.............................. $52,421 $ 47,589 $ 41,748 $ 36,972 $ 35,811
Agency commissions.......................... 5,161 4,698 4,097 3,510 3,487
------- -------- -------- -------- --------
Net revenues................................ 47,260 42,891 37,651 33,462 32,324
Direct advertising expenses................. 22,412 20,848 19,561 17,539 18,085
Corporate general and administrative
expense.................................... 2,405 1,114 1,183 998 1,953
Depreciation and amortization............... 6,105 5,568 5,684 5,893 6,380
Deferred compensation expense(a)............ 1,451 2,427 1,530 636 433
------- -------- -------- -------- --------
Operating income............................ 14,887 12,934 9,693 8,396 5,473
Interest expense............................ 12,523 11,263 9,877 9,111 11,380
Other expenses (income), net................ (32) 16 38 (164) (297)
(Gain) Loss on disposal of assets, net...... 861 93 388 388 263
------- -------- -------- -------- --------
Net income (loss)........................... $ 1,535 $ 1,562 $ (610) $ (939) $ (5,873)
======= ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------------------------
1996 1995 1994 1993 1992
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............... $ 3,533 $2,131 $ 1,722 $ 1,990 $ 1,430
Working capital......................... 4,969 5,944 4,646 4,348 2,909
Total assets............................ 77,114 48,211 50,650 54,637 56,745
Total debt.............................. 133,421 107,443 113,261 118,124 120,129
Total partners' deficit................. $(68,444) $(66,829) $(68,391) $(67,781) $(66,842)
</TABLE>
<PAGE>
13
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OTHER DATA:
Operating Cash Flow(b).................. $ 22,443 $ 20,927 $ 16,907 $ 14,925 $ 12,286
Capital expenditures.................... 4,419 $ 2,251 $ 1,926 $ 1,661 $ 1,748
Ratio of earnings to fixed charges(d)... 2.19x 1.07x -- -- --
Ratio of debt to net income(d).......... 86.92 68.79 -- -- --
Cash flow provided by (used in):
Operating activities............... $ 12,537 $ 9,151 $ 7,092 $ 4,984 $ 6,092
Investing activities............... $(28,675) $ (1,979) $ (1,791) $ (1,654) $ (1,864)
Financing activities............... $ 17,540 $ (6,763) $ (5,569) $ (2,769) $ (4,512)
</TABLE>
(a) Deferred compensation expense represents accrued expenses under certain
deferred compensation arrangements, including phantom stock and nonqualified
retirement plan agreements with certain key management personnel. The
phantom stock agreements in effect provide for the repurchase of the
"phantom stock" in three equal annual payments after each executive's
termination, death or disability, the sale of the Company, or the fifth
anniversary of the agreement's execution. See "Management--Agreements with
Management--Incentive Compensation."
(b) The following table sets forth the calculation of "Operating Cash Flow."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating income.................... $14,887 $12,934 $ 9,693 $ 8,396 $ 5,473
Depreciation and amortization....... 6,105 5,568 5,684 5,893 6,380
Deferred compensation expense....... 1,451 2,427 1,530 636 433
------- ------- ------- ------- -------
Operating Cash Flow................. $22,443 $20,929 $16,907 $14,925 $12,286
</TABLE>
Operating Cash Flow is not intended to represent net cash flow provided by
operating activities as defined by generally accepted accounting principles
and should not be considered as an alternative to net income (loss) as an
indicator of the Company's operating performance or to net cash provided by
operating, investing and financing activities as a measure of liquidity or
ability to meet cash needs. The Company believes Operating Cash Flow is a
measure commonly reported and widely used by analysts, investors and other
interested parties in the media industry. Accordingly, this information has
been disclosed herein to permit a more complete comparative analysis of the
Company's operating performance relative to other companies in the media
industry. However, the definition of Operating Cash Flow or of similarly
defined terms may vary among companies and such differences should be noted
in comparing the Company's operating performance relative to other
companies. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
(c) Earnings consist of operating income plus fixed charges adjusted to exclude
capitalized interest. The Company's fixed charges consist of interest
expense plus amortization of deferred financing costs. Earnings were
inadequate to cover fixed charges by approximately $6.4 million, and $1.3
million for the years ended December 31, 1992 through 1994, respectively.
(d) The ratio of total debt to net income for the years ended December 31, 1992
through December 31, 1994 is not meaningful due to the net losses for those
periods.
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
GENERAL
The Company is the sixth largest owner and operator of outdoor advertising
structures in the United States. The Company currently provides outdoor
advertising services to ten markets and their surrounding areas in the midwest,
southeast and mid-Atlantic states: Charlotte, NC;Charleston, SC; Kalamazoo, MI;
Lansing/Jackson, MI; Lehigh Valley, PA; Northeast PA; Madison, WI; Minneapolis,
MN; Norfolk, VA; and Peoria, IL. As of December 31, 1996, the Company operated
approximately 9,700 advertising displays, including approximately 2,800 painted
bulletins, 6,300 30-sheet posters, 150 junior (8-sheet) posters and 450 transit
displays.
<PAGE>
14
The Company's business was founded in 1983 with the acquisition of Central
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.
Over the next five years, the Company pursued a strategy of geographic expansion
into additional medium-sized markets, primarily through the acquisition of
existing outdoor advertising businesses in selected midwest, southeast and mid-
Atlantic markets. This geographic expansion strategy has enabled the Company to
capitalize on the efficiencies, economies of scale and marketing opportunities
associated with operating outdoor advertising businesses located in proximate or
contiguous geographic markets.
As a result of its acquisition of outdoor advertising businesses from 1983 to
1988, the Company incurred substantial debt. Interest expense required to
service such debt, together with increased depreciation and amortization, has
contributed to historical net losses for the Company.
Since 1991, the Company has continued to strengthen its market share through
the construction and acquisition of displays in its existing markets, along with
the recent introduction of transit advertising in its Madison, WI market and
acquisitions, in the last quarter of 1996, of operations in South Carolina and
Pennsylvania. This expansion has been financed through internally generated
cash flow and borrowings from the Company's $35 million credit facility.
The following table presents certain information from Statements of Operations
as a percentage of net revenues for each of the three years in the three-year
period ended December 31, 1996.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994
----- ---- ------
<S> <C> <C> <C>
Net revenues................................................ 100.0% 100.0% 100.0
Direct advertising expenses................................. 47.4 48.6 52.0
Corporate general and administrative expenses............... 5.1 2.6 3.1
------ ------ -----
Operating Cash Flow......................................... 47.5 48.8 44.9
Depreciation and amortization............................... 12.9 13.0 15.1
Deferred compensation expense............................... 3.1 5.6 4.1
------ ------ -----
Operating income............................................ 31.5 30.2 25.7
Interest expense............................................ 26.5 26.3 26.2
Other expenses (income), net................................ (0.1) 0.1 0.1
(Gain) loss on disposals of property and equipment, net..... 1.8 0.2 1.0
------ ------ -----
Net income (loss)........................................... 3.3% 3.6% (1.6)%
====== ====== =====
</TABLE>
The Company's revenues are a function of both the occupancy rate of the
Company's outdoor advertising display inventory (the percentage of time that its
displays contain paid-for advertisements) and the rates that the Company charges
for use of its displays. The Company's business strategy includes the
optimization of the mix of rate and occupancy of its display inventory in order
to maximize revenues. Advertising rates for the Company's displays are based
upon a variety of factors, including historical base rates, the time of year and
the occupancy rate of a particular market's display inventory.
The following table presents the number of painted bulletins and 30-sheet
poster displays operated by the Company and the average rates and occupancy
levels with respect to such displays for the three years ended December 31,
19965 and the three months ended March 31, 1995 and 1996:*
<PAGE>
15
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Number of Displays:
Painted Bulletins..... 1,750 1,725 1,713
30-Sheet Posters...... 4,418 4,464 4,464
Average Rates: (1)
Painted Bulletins..... $1,610 $1,495 $1,329
30-Sheet Posters...... $ 523 $ 497 $ 462
Average Occupancy:
Painted Bulletins..... 78% 76% 75%
30-Sheet Posters...... 71% 72% 70%
</TABLE>
(1) Represents average rate per display per month
*The above figures do not include the Company's operations in Northeast PA or
South Carolina acquired during the fourth quarter of 1996.
The primary operating expenses incurred by the Company are advertising agency
commissions, lease payments to property owners for use of the land on which the
Company's displays are located, operational and administrative costs and sales
expenses (primarily commissions). Of these expenses, advertising agency
commissions, sales expenses and certain operational and administrative costs are
considered direct costs. Commissions are paid to advertising agencies that
contract for the use of the Company's advertising displays on behalf of
advertisers. These agency commissions are deducted from gross revenues to
calculate net revenues.
The Company currently maintains a phantom stock program under which certain
executive management personnel and general managers have the ability to earn
deferred compensation based upon the operating performance of the Company or, in
the case of the general managers, their respective divisions. Annual accruals
under the program are based upon exceeding a base level of operating profit. See
"Management--Agreements with Management--Incentive Compensation." The Company
believes that its phantom stock program provides its senior employees incentives
to continue improving the operating performance of the Company.
The Company's marketing strategy of servicing local and regional advertisers
and reducing its dependence on national and tobacco advertising resulted in
moderate increases in overall revenues during a time when national advertising
dollars, primarily tobacco, were declining. The Company concentrates its
marketing efforts on generating sales from local and regional advertisers in
each of its markets, including those advertisers within industries and product
categories that have not historically been traditional users of outdoor media.
These potential advertisers include fast food restaurants, retailers, food
stores, casinos, cellular and telecommunications companies, building supply
retailers, radio stations, travel-related industries and medical care providers.
This focus on local and regional advertisers has been critical to the Company's
ability to control revenue fluctuations resulting from the variability and
potential long-term decline of revenues attributable to the tobacco products
industry, the latter of which represented 13.4% of the Company's net revenues in
1992, 10.2% in 1993, 10.3% in 1994, 12.6% in 1995, and 12.5% in 1996. Sales to
local and regional advertisers accounted for 87.5% of the Company's net revenues
in 1996.
The Company's sales and marketing strategy has been successful largely due to
its team of general managers in its markets. These key managers have an average
of 14 years of industry experience. The Company also has integrated a business
development department into each market, making available to each region's sales
force comprehensive information about local market research, customer needs and
advertising opportunities. The business development departments have given the
Company's sales departments significantly improved information and tools to
develop additional local and regional advertising customers, especially with
many customers that have not historically advertised through the outdoor medium.
Sales representatives have been able
<PAGE>
16
to use these additional resources to develop creative ideas for new customers
and educate them about the cost effectiveness of outdoor advertising in
attempting to reach their customers. The Company considers its emphasis on local
and regional sales, the expertise and tenure of its managers and its marketing
and customer service capabilities to be factors which enhance the productivity
of its inventory of advertising displays.
RESULTS OF OPERATIONS
Year Ended December 31, 1996 Compared With Year Ended December 31, 1995
Net revenues for 1996 of $47.3 million increased by 10.2% from $42.9 million
in 1995. This increase resulted primarily from higher advertising rates. In
addition, $603,000 of the increase was attributable to revenues from operations
in South Carolina and Northeast PA acquired by the Company in the fourth quarter
of 1996.
Direct advertising expenses for 1996 of $22.4 million increased by 7.5%
from $20.8 million in 1995. The increase was attributable to direct costs
associated with increased sales as well as increased lease costs, primarily from
the construction of new displays in the Minneapolis, MN market.
Corporate general and administrative expenses for 1996 of $2.4 million
increased from $1.1 million in 1995. The increase was attributable principally
to additional costs associated with the refinancing of the Company's debt in
1996.
Depreciation and amortization for 1996 of $6.1 million increased by 9.6% from
$5.6 million in 1995. This increase resulted from the depreciation for outdoor
advertising structures newly constructed in 1995 and 1996 as well as $220,000 of
additional depreciation and amortization with respect to operations in South
Carolina and Northeast PA acquired in the last quarter of 1996.
Deferred compensation expense for 1996 of $1.5 million decreased from $2.4
million in 1995. The decrease resulted from the termination in 1995 of the
phantom stock incentive agreement with the chief executive officer of the
Company as well as limitations effected in 1996 with respect to the phantom
stock incentive agreement with the chief financial officer of the Company.
Interest expense for 1996 of $12.5 million increased by 11.2% from $11.3
million in 1995. This increase was attributable to higher interest rates in
1996, on the Company's 10-3/4% Senior Notes issued in March 1996 and costs
associated with such financing. In addition, the acquisitions made in the fourth
quarter increased the Company's borrowings under its revolving credit agreement.
The Company's effective interest rate increased to 11.1% in 1996 from 9.8% in
1995.
The loss on disposal includes a $662,000 one-time charge for the disposition
of in-store advertising equipment
Net income for 1996 decreased to $1.5 million from $1.6 million in 1995
primarily as a result of the items discussed above.
Operating Cash Flow for 1996 of $22.4 million increased by 7.2% from $20.9
million in 1995. This increase was directly attributable to the aforementioned
increase in net revenues coupled with only a modest increase in total operating
expenses.
<PAGE>
17
Year Ended December 31, 1995 Compared With Year Ended December 31, 1994
Net revenues for 1995 of $42.9 million increased by 13.9% from $37.7 million
in 1994. This increase resulted primarily from higher advertising rates.
Direct advertising expenses for 1995 of $20.8 million increased by 6.6% from
$19.6 million in 1994. The increase was attributable to direct costs associated
with increased sales as well as increased lease costs, primarily from the
construction of new displays in the Minneapolis, MN market.
Corporate general and administrative expenses for 1995 of $1.1 million
decreased by 5.8% from $1.2 million in 1994. This decrease was attributable to
certain relocation expenses and certain professional fees that were charged in
1994 and were not incurred in 1995.
Depreciation and amortization for 1995 of $5.6 million decreased by 2.1% from
$5.7 million in 1994. This slight decrease resulted from certain assets being
fully depreciated.
Deferred compensation expense for 1995 of $2.4 million increased significantly
from $1.5 million in 1994. This increase was attributable to higher deferred
compensation expense under the Company's phantom stock program resulting from
the relatively larger increase in EBITDA Operating Cash Flow during 1995
as compared to 1994 and additional accruals relating to the termination of Mr.
Gleason's phantom stock arrangement.
Interest expense for 1995 of $11.3 million increased by 14.1% from $9.9
million in 1994. This increase was attributable to higher interest rates in
1995. The Company's effective interest rate increased to 9.8% in 1995 from 8.1%
in 1994, which more than offset the effect of a $5.8 million principal reduction
in the Company's outstanding debt in 1995.
Net income for 1995 increased to $1.6 million from a net loss of $610,000 in
1994 primarily as a result of the items discussed above.
Operating Cash Flow for 1995 of $20.9 million increased by 23.8% from $16.9
million in 1994. This increase was directly attributable to the aforementioned
increase in net revenues coupled with only a modest increase in total operating
expenses.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's cash needs have arisen from operating expenses
(primarily direct advertising expenses and corporate general and administrative
expenses), debt service, capital expenditures and deferred compensation payments
under phantom stock agreements. The Company's interest expense was $12.5 million
in 1996, $11.3 million in 1995, and $9.9 million in 1994 and $9.1 million in
1993. The Company's interest expense haswill increased due to the higher
weighted average interest rate and increased level of debt as a result of the
issuance of the Company's 10-3/4% Senior Notes.
The Company's primary sources of cash are net cash generated from operating
activities and borrowings under its credit facility. The Company's net cash
provided from operations increased by 36.6% to $12.5 million for 1996
and, 29.0% to $9.2 million for 1995 from $7.1 million for 1994.
In 1996 the Company issued $105 million in aggregate principal amount of
its 10-3/4% Senior Notes due 2006 and entered into a revolving credit facility,
which was increased to $35 million in December 1996. As a result of such
financing, the average outstanding indebtedness and the effective interest rate
was higher in the current year than in 1995. During 1995 the Company had
interest expense of approximately $11.3 million on average outstanding
indebtedness of approximately $111.8 million, resulting in an effective annual
interest rate of 10.7%.
<PAGE>
18
During 1996 the Company had interest expense of approximately $113.1 million,
resulting in an effective annual interest rate of 11.1%. Scheduled interest
payments on the Notes aggregate approximately $11.3 million per year.
Permitted borrowings under the revolving credit facility are subject to
various conditions, including the attainment of certain performance measures by
the Company. Scheduled reductions in the lenders' commitments under the
revolving credit facility will commence in 1998. The agreement governing the
revolving credit facility contains a number of covenants that are more
restrictive than those contained in the Indenture, including covenants requiring
the Company to maintain certain financial ratios that become more restrictive
over time. Adverse operating results could cause noncompliance with one or more
of these covenants, reducing the Company's borrowing availability and, in
certain circumstances, entitling the lenders to accelerate the maturity of
outstanding borrowings.
The Company believes that net cash provided from operations and available
credit under the revolving credit facility will be sufficient to meet its cash
needs for its current operations, required debt payments, anticipated capital
expenditures and the deferred compensation payments for the reasonably
foreseeable future.
The Company increased reduced its debt by $26.0 million in 1996, and reduced
its debt by $5.8 million in 1995, and by $4.9 million in 1994. The Company also
made capital expenditures, primarily for new billboard construction in existing
markets, of $4.4 million in 1996, $2.3 million in 1995, and $1.9 million in
1994. The Company expects that its capital expenditures during 19967 will be
approximately $53.0 million and will be primarily for new billboard construction
and the upgrading of existing displays. The Company expects to finance such
capital expenditures with cash flow provided by operating activities or
borrowings under the revolving credit facility.
At December 31, 1996, the Company's accrued liability for deferred
compensation payable under agreements with key employees was $5.0 million in the
aggregate. The revolving credit facility Indenture permit the payment of the
deferred compensation which was accrued at December 31, 1995 and such payments
will be paid through 2002.
IMPACT OF INFLATION
Though increases in operating costs could adversely affect the Company's
operations, management does not believe that inflation has had a material effect
on operating profit during the past several years.
SEASONALITY
Although revenues during the first and fourth quarters are slightly lower than
the other quarters, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.
Information contained in this Form 10-KProspectus, including, without
limitation in the foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
which can be identified by the use of forward-looking terminology as "may,"
"will," "would," "expect," "anticipate," "estimate" or "continue" or the
negative thereof or other variations thereon or comparable terminology. Certain
factors, including, those factors described herein under "Risk Factors",
including the Company's substantial leverage, regulation of outdoor advertising
by federal, state and local governments, tobacco advertising patterns,
competition and general economic conditions, could cause actual results to
differ materially from those in such forward-looking statements.
<PAGE>
19
ITEM 8
FINANCIAL STATEMENTS
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 10
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of Adams Outdoor Advertising, Inc., the
managing general partner of the Company, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- --- ---------------------------------
<S> <C> <C>
Stephen Adams........ 59 Chairman of the Board
J. Kevin Gleason..... 45 Chief Executive Officer, President and
Director
Abe Levine........... 43 Chief Financial Officer, Vice
President, Secretary and Treasurer
George Pransky....... 56 Director
David Frith-Smith.... 51 Director
Andris A. Baltins... 51 Director
</TABLE>
Stephen Adams has been Chairman of Adams Outdoor Advertising, Inc. since its
founding in 1983. Since the 1970's, Mr. Adams has served as chairman of
privately-owned banking, bottling, publishing, outdoor advertising, television
and radio companies in which he held a controlling ownership interest. Mr. Adams
is Chairman of the Board of Directors of Affinity Group, Inc., a membership-
based marketing company.
J. Kevin Gleason has served as the Chief Executive Officer of the Company and
President of Adams Outdoor Advertising, Inc. since 1991. Mr. Gleason has
seventeen years of experience in advertising, eleven of which have been
dedicated to the outdoor advertising industry. Mr. Gleason has been with Adams
Outdoor Advertising, Inc. since 1987, serving as General Manager of various
local markets and then as Executive Vice President at the corporate level. Prior
to joining Adams Outdoor Advertising, Inc., Mr. Gleason served as General
Manager of Naegele Outdoor Advertising ("Naegele") of Southern California from
1985 to 1987. Mr. Gleason also currently serves as a Vice Chairman of the
Outdoor Advertising Association of America.
Abe Levine has served as Chief Financial Officer of the Company and as Vice
President of Adams Outdoor Advertising, Inc. since 1991. From 1988 to 1991, Mr.
Levine worked as Controller of Adams Outdoor Advertising
<PAGE>
20
of Atlanta, Inc. Mr. Levine was employed by Gulf + Western Industries, Inc. from
1979 through 1987 in various senior accounting and financial positions, and by
KPMG Peat Marwick from 1975 through 1979 in various auditing positions.
George Pransky, Ph.D. has been in private practice as co-director of Pransky
and Associates in La Conner, Washington since 1988. He is a frequent consultant
for government and private agencies and has been a contract faculty member for a
number of educational institutions, including the University of Washington, the
University of Oregon and Antioch College. Dr. Pransky has trained management
groups in team building, stress elimination and management development for
fifteen years.
David Frith-Smith has served as managing partner of Biller, Frith-Smith &
Archibald, Certified Public Accountants, since 1988. Mr. Frith-Smith was a
principal in Maidy and Lederman, Certified Public Accountants, from 1980 to
1984, and with Maidy Biller Frith-Smith & Brenner, Certified Public Accountants,
from 1984 to 1988. Mr. Frith-Smith is a director of various private and non-
profit corporations.
Andris A. Baltins has been a member of the law firm of Kaplan, Strangis and
Kaplan, P.A. since 1979. He is a director of Affinity Group, Inc., a membership-
based marketing company, and Polaris Industries Inc., a manufacturer of
snowmobiles, all-terrain vehicles, personal watercraft and related products. Mr.
Baltins is also a director of various private and non-profit corporations.
OTHER SIGNIFICANT MANAGEMENT PERSONNEL
The following table sets forth certain information with respect to other
significant management personnel:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------- --- ----------------------------
<S> <C> <C>
Pam Horn................ 37 General Manager--Lansing/Jackson
Mike Peters............. 34 General Manager--Kalamazoo, MI
John Hayes.............. 42 General Manager--Lehigh Valley,
and Northeast PA
Jon Kane................ 31 General Manager--Madison, WI
Gardner King............ 45 General Manager--Norfolk, VA
Barry M. Asmann......... 39 General Manager--Charlotte, NC
Robert J. Lord.......... 38 General Manager--Peoria, IL
Robert A. Graiziger..... 43 General Manager--Minneapolis, MN
Jerry Heinz............. 55 General Manager--South Carolina
</TABLE>
Pam Horn has been general manager of the Lansing/Jackson, MI division since
November, 1996. Ms. Horn came to Adams Outdoor from Gannett Outdoor/Outdoor
Systems. She had been the general manager of their Flint operation for five
years.
Mike Peters has been general manager of the Kalamazoo, MI division since
October, 1996. He began his "outdoor advertising" career in 1985 as an account
executive with Creative Displays in Lehigh Valley, PA. Mr.
<PAGE>
Peters stayed on as an account executive when Adams purchased Creative Displays
and in 1989 was promoted to sales manager. He has twelve years of experience in
the outdoor advertising industry.
John Hayes has served as general manager of the Lehigh Valley, PA division
from 1985 to 1991 and from 1994 to the present. He began his career in outdoor
advertising in 1976 as an account executive with Creative Displays in the Lehigh
Valley market, later becoming sales manager in 1979 and assistant manager in
1981. From 1991 to 1994 Mr. Hayes managed a paging business in the Lehigh Valley
area.
Jon Kane has been general manager of the Madison, WI division since November
1995. He joined the Company in 1989 as an account executive in its Lehigh
Valley, PA division. He also served as regional sales manager and poster sales
manager for Lehigh until his recent promotion to general manager of Madison.
Gardner King has served as general manager of the Norfolk, VA division since
January 1988. From 1980 through 1985, Mr. King was the founder and sole
proprietor of an outdoor advertising company in Norfolk, VA, which he sold to
Whiteco. After the expiration of his non-compete agreement with Whiteco, Mr.
King joined the Company in 1988. Mr. King has 15 years of experience in the
outdoor advertising industry.
Barry Asmann has served as general manager of the Charlotte, NC division since
January 1993 and prior thereto was sales manager in both the Charlotte, NC and
Lehigh Valley, PA divisions. Mr. Asmann has 12 years of experience in the
outdoor advertising industry, working in various markets throughout the country
with the Company and Naegele.
Robert Lord has served as general manager of the Peoria, IL division since
December 1993. From February 1993 to December 1993, he served as the sales
manager of the Company's Charlotte division and from 1989 to January 1993, he
served as the sales manager of the Company's Peoria, IL division. Mr. Lord
served as an account executive in the Peoria division from 1986 to 1989.
Robert Graiziger has served as general manager of the Minneapolis, MN division
since 1988, when he sold an outdoor advertising company that he founded and
operated in Minneapolis to the Company. Mr. Graiziger has been involved in the
outdoor advertising business in various capacities since 1978.
Jerry Heinz has served as general manager of the South Carolina division since
December, 1996. He came to Adams Outdoor from Burkhart Advertising, Inc. Mr.
Heinz joined Burkhart Advertising, Inc. in 1969 as and account executive. During
the next 27 years Mr. Heinz held the positions of sales manager, general manager
and finally as President and CEO.
ITEM 11
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning the
compensation incurred by the Company for its Chief Executive Officer and each of
the two other executive officers for the years ended December 31, 1994,
1995 and 1996.
<PAGE>
22
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAY OUTS
-------------------------------------------- ----------------- --------
OTHER ALL
----- ---
ANNUAL RESTRICTED SECURITIES OTHER
------ ---------- ---------- -----
NAME AND COMPEN- STOCK UNDERLYING LTIP COMPENS-
- -------- ------- ----- ---------- ---- --------
PRINCIPAL POSITION YEAR SALARY BONUS(A) SATION(B) AWARD(S) OPTIONS PAYOUTS SATION(C)
- ------------------ ---- ------ -------- --------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen Adams 1996 $150,000(e)
Chairman(d) 1995 --
1994 --
J. Kevin Gleason 1996 $385,000 -- $34,750
Chief Executive Officer 1995 $321,709 $787,550 $34,620
1994 280,900 805,787 4,620
Abe Levine 1996 $180,000 $400,000 $19,154
Chief Financial Officer 1995 $150,000 993,775 $17,805
1994 125,000 402,894 3,029
</TABLE>
(a) All amounts represent accruals under deferred phantom stock agreements.
(b) Less than the lesser of (i) 10% of total annual salary and bonus and (ii)
$50,000.
(c) Amounts for 1996 and 1995 include contributions to the accounts of
Messrs. Gleason and Levine under the Company's nonqualified retirement plan
of $30,000 and $15,000, respectively. All other amounts represent Company
contributions to the Company's 401(k) plan.
(d) The Company entered into an employment agreement with Mr. Adams providing
for a salary of $200,000 per year and the reimbursement of business
expenses.
(e) Does not include reimbursement of company travel and entertainment
expense advanced by Mr. Adams aggregating $200,000 in 1996.
EMPLOYMENT AGREEMENT
The Company and Stephen Adams have entered into an employment agreement
effective January 1, 1996. Under the employment agreement, Mr. Adams is employed
as Chairman of Adams Outdoor Advertising, Inc. until December 31, 2001 at a base
salary of $200,000 plus an annual cost of living increase.
AGREEMENTS WITH MANAGEMENT--INCENTIVE COMPENSATION UNDER PHANTOM STOCK
AGREEMENTS
The Company has deferred phantom stock agreements with certain managers,
including each general manager with respect to the performance of his respective
market and with the Company's chief financial officer, Mr. Levine, with respect
to the overall performance of the Company. The compensation is calculated using
a multiple of the operating profit of the general manager's respective division
for the fiscal year ending immediately prior to the determination date over the
value of the division at the time of agreement. The agreements provide for three
equal annual payments to the participants upon the determination date, which is
defined as termination of employment, death, disability, sale of the Company or
the fifth anniversary of the execution of the agreement. In Mr. Levine's case,
the value of his compensation has been determined to be $2.0 million in the
aggregate. The Company incurred deferred compensation expense related to the
phantom stock agreements of $1.5 million, $1.6 million, and $1.5 million for the
years ended December 31, 1994, 1995, and 1996 respectively.
<PAGE>
23
Mr. Gleason and the Company were parties to a phantom stock agreement dated
January 1, 1992, which was terminated, by agreement of the parties, in 1995 and,
in connection with which, Mr. Gleason was paid $1 million in 1996 and was owed
$1.0 million as of December 31, 1996. Contemporaneously with the termination of
his phantom stock agreement, Mr. Gleason purchased a 3% limited partnership
interest in the Company from an affiliate of Mr. Adams.
As of December 31, 1996, the Company has accrued the following amounts of
deferred compensation expense payable related to the phantom stock
agreements:
<TABLE>
<CAPTION>
NAME AMOUNT
---- ------
(DOLLARS IN THOUSANDS)
<S> <C>
J. Kevin Gleason......... $ 1,000
Abe Levine............... 2,000
Others................... 1,639
---------
Total................ $ 4,639
=========
</TABLE>
If amounts accrued as of December 31, 1996 as deferred compensation payable
related to the phantom stock agreements are paid as currently scheduled
(assuming no executive terminations, deaths or disabilities), such payments
will occur as follows:
<TABLE>
<CAPTION>
NAME 1997 1998 1999 2000 2001 2002 TOTAL
---- ---- ---- ---- ---- ---- ---- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
J. Kevin Gleason.... $1,000 -- -- -- -- -- $1,000
Abe Levine.......... 667 $667 $666 -- -- -- 2,000
Others.............. 231 426 496 $409 $49 $28 1,639
--- --- --- ---- --- --- -----
Total $1,898 $1,093 $1,162 $409 $49 $28 $4,639
====== ====== ====== ==== === === ======
</TABLE>
AGREEMENTS WITH MANAGEMENT INCENTIVE COMPENSATION UNDER NONQUALIFIED RETIREMENT
PLAN
The Company also maintains a deferred compensation plan for each of Messrs.
Gleason, Levine and each of the area general managers. Under such plan, the
Company contributes $30,000 per year to the retirement account of Mr. Gleason
and $15,000 per year to the account of each of the other participants. Deferred
compensation payable as of December 31, 1996 related to the nonqualified
retirement plan was approximately $348,000.
401(K) SAVINGS PLAN
Company employees also participate in a deferred savings and profit sharing
plan (the "401(k) Plan") qualified under Section 401(a) and 401(k) of the
Internal Revenue Code (the "Code"). All employees over age 21 who have
completed one year of service are eligible to participate in the 401(k) Plan.
Eligible employees may contribute to the 401(k) Plan up to 10% of their salary
subject to an annual maximum established under the Code, and the Company matches
these employee contributions at a rate of 50% up to the first 6% of the
employee's salary. Employees may make additional voluntary contributions.
DIRECTOR COMPENSATION
Following the Refinancing, the CompanyAOAI pays directors who are not also
employees (Messrs. Pransky, Frith-Smith and Baltins) director fees of $4,500 per
quarter.
<PAGE>
24
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
PRINCIPAL SECURITY HOLDERS
The table below sets forth, the beneficial ownership interests in the
Company as of December March 31, 1996.
<TABLE>
<CAPTION>
GENERAL LIMITED AGGREGATE
------------ ------------ ------------
PARTNERSHIP PARTNERSHIP PARTNERSHIP
------------ ------------ ------------
NAME INTEREST INTEREST INTERESTS
---- ------------ ------------ ------------
<S> <C> <C> <C>
Adams Outdoor Advertising, Inc.(a).... 0.01% 0.99% 1.00%
1380 W. Paces Ferry Road, N.W.
Suite 170, South Wing
Atlanta, GA 30327
Stephen Adams......................... 0.70 71.30 72.00
2575 Vista Del Mar Drive
Ventura, CA 93001
Stephen M. Adams(b)................... -- 6.00 6.00
26529 Oliver Road
Carmel, CA 93923
Mark C. Adams(b)...................... -- 6.00 6.00
c/o Adams Publishing Corp.
68860 Perez Road, Suite J
Cathedral City, CA 92234
Scott L. Adams(b)..................... -- 6.00 6.00
236 Mullen Avenue
San Francisco, CA 94110
Kent R. Adams(b)...................... -- 6.00 6.00
5017 Vincent Avenue So.
Minneapolis, MN 55410
J. Kevin Gleason(c)................... -- 3.00 3.00
1380 W. Paces Ferry Road, N.W.
Suite 170, South Wing
Atlanta, GA 30327
0.71% 99.29% 100.00%
</TABLE>
(a) Stephen Adams holds 100% of the issued and outstanding shares of AOAI, the
managing general partner of the Company, and, accordingly, may control the
affairs of the Issuers.
(b) Stephen M. Adams, Mark C. Adams, Scott L. Adams and Kent R. Adams are sons
of Stephen Adams.
(c) Mr. Gleason purchased his limited partnership interest in the Company from
an affiliate of Mr. Adams contemporaneously with the termination of his
phantom stock agreement.
<PAGE>
25
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
MANAGEMENT SERVICES ARRANGEMENT
Under a management services arrangement with the Company, affiliates of Mr.
Adams provided management services, including in the areas of financial and
strategic planning, acquisition approval, executive compensation, budget review
and approval and financial performance review, to the Company prior to 1996.
Such agreement included the services of Mr. Adams, who did not receive
compensation for his services directly from the Company prior to 1996. In 1992
and 1993, the Company paid management services fees of $66,666 and $50,000,
respectively. No amounts were paid in 1994 and 1995. Effective January 1, 1996,
the management services arrangement was terminated.
OTHER CERTAIN TRANSACTIONS
In 1992, Radio Group Corporation and Adams Radio of Charlotte, Inc.,
entities in which Stephen Adams was the Chairman and controlling shareholder,
consented to the appointment of receivers to effect a transfer of control of the
radio operations of such entities as part of a consensual restructuring of the
debt of such entities. In 1993, Adams Outdoor of Atlanta, Inc. (''Adams
Atlanta''), a corporation controlled by Stephen Adams and managed by the same
executive management as the Company entered into a consensual foreclosure
agreement with its lenders. Adams Atlanta was acquired in 1988 in a leveraged
transaction, and ownership was transferred to its secured lender in July 1993.
In addition, in July 1993, a party whose claim was being disputed filed an
involuntary bankruptcy petition against Adams Atlanta. The petition was
withdrawn and dismissed three days after the filing.
In 1989, the Company made a loan of $934,000 to Frank White, who was then
President and Chief Executive Officer of Adams Outdoor Advertising, Inc., the
managing general partner of the Company. Mr. White retired in 1991, and the loan
was repaid in November 1992.
Stephen Adams, J. Kevin Gleason and Abe Levine own 46%, 12% and 12%,
respectively, of HSP Graphics ("HSP"), a printing company headquartered in
Canada. The Company pays the salary and expenses of the HSP salesmen who operate
in the Atlanta, GA area and HSP reimburses the Company for those expenses in
cash and services. At December 31, 1994, 1995 and 1996, the Company had accounts
receivable of $109,329, and $171,828, and $208,669 respectively, outstanding
from HSP. The Company paid HSP $38,226, and $42,000 and $0 for printing services
provided during 1994, 1995 and 1996, respectively.
Andris A. Baltins is a member of the law firm of Kaplan, Strangis and
Kaplan, P.A. which provides legal services to the Company. Mr. Baltins, who is a
director of Adams Outdoor Advertising, Inc., the managing general partner of the
Company, and held $380,547 in principal amount of the zero coupon 10%
Subordinated Notes of the Company due January 2, 1997 which the Company retired
in 1996. Messrs. Adams, Gleason and Levine also held interests in such notes.
See "Refinancing and Uses of Proceeds."
<PAGE>
26
ITEM 14
EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed
(1) Financial statements (included under Item 8)
(2) Financial statement schedules
S-1 Independent Auditors' Report on Schedule
S-2 Schedule II - Valuation and Qualifying Accounts
(3) Exhibits
(b) Reports on Form 8-K
The Company filed a Form 8-K dated December 16, 1996 which is incorporated
herein by reference. On March 7, 1997, the Company filed form 8-K/A dated March
6, 1997, with audited financial information for the periods available, which
report is incorporated herein by reference. The Company believes it has now
filed all audited financial information required by form 8-K, therefore, any
registration statements under the Securities Act of 1933 and post-effective
ammendments to registration statements will not be adversely effected.
(c) Exhibits
Included in Item 14 (a) (3) above.
(d) Financial Statements Schedules
Included in Item 14 (a) (2) above.
Financial Statement Schedules
- Identify
Signature Page
- Power of Attorney
Exhibit Index (Item 601, Reg. S-K)
- Financial Data Schedules Item 601 (b) (27)
<PAGE>
27
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Adams Outdoor Advertising Limited Partnership:
Under date of March 21, 1997, we reported on the consolidated balance
sheets of Adams Outdoor Advertising Limited Partnership as of December 31, 1996
and 1995, and the related consolidated statements of operations, partners'
equity (deficit) and cash flows for each of the years in the three-year period
ended December 31, 1996, as contained in the annual report on Form 10-K for the
year 1996. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedule as listed in the accompaning index. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Atlanta, Georgia
March 21, 1997
<PAGE>
28
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Additions
---------
Balance at Charged to Charged Balance
beginning costs and to other at end
Description of period expenses accounts (a) Deductions (b) of period
----------- ---------- -------- ------------ -------------- ---------
<S> <C> <C> <C> <C> <C>
1996
Allowance for Doubtful
Accounts $546,123 57,387 169,740 (76,990) 696,260
1995
Allowance for Doubtful
Accounts $436,497 237,114 __ (127,488) 546,123
1994
Allowance for Doubtful
Accounts $327,443 271,393 __ (162,339) 436,497
</TABLE>
(a) Purchased through acquisitions during 1996
(b) Write-offs, net of recoveries
<PAGE>
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
By: Adams Outdoor Advertising, Inc., its general partner
By: /s/ J. Kevin Gleason
---------------------------------------
J. Kevin Gleason
President and Chief Executive Officer
ADAMS OUTDOOR ADVERTISING, INC.
By: /s/ J. Kevin Gleason
---------------------------------------
J. Kevin Gleason
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ J. Kevin Gleason President, Chief Executive Officer March 31, 1997
- -----------------------------------
J. Kevin Gleason and Director (Principal
Executive Officer)
/s/ Abe Levine Chief Financial Officer (Principal March 31, 1997
- -----------------------------------
Abe Levine Financial and Accounting
Officer)
* Chairman of the Board (Director) March 31, 1997
- -----------------------------------
Stephen Adams
* Director March 31, 1997
- -----------------------------------
Andris A. Baltins
* Director March 31, 1997
- -----------------------------------
David Frith-Smith
* Director March 31, 1997
- -----------------------------------
George Pransky
* By: /s/ J. Kevin Gleason
------------------------------
J. Kevin Gleason
(as attorney-in-fact)
</TABLE>
J. Kevin Gleason, pursuant to powers of attorney, executed by each of the
officers and directors listed above whose name is marked by an "*" filed as an
exhibit hereto to this Report, by signing his name hereto, does hereby sign and
execute this report of Adams Outdoor Advertising, Inc. on behalf of each such
officers and directors in the capacities in which the names of each appear.
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Financial Statements
December 31, 1996 and 1995
With Independent Auditors' Report Thereon
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Adams Outdoor Advertising, Inc.:
We have audited the accompanying balance sheets of Adams Outdoor Advertising,
Inc. ("AOIA") as of December 31, 1996 and 1995, and the related statements of
operations, stockholder's equity, and cash flows for the three-year period ended
December 31, 1996. These financial statements are the responsibility of the
management of AOAI. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AOIA as of December 31, 1996
and 1995, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 1996 in conformity with
generally accepted accounting principles.
Atlanta, Georgia
March 21, 1997
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Balance Sheets
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Assets 1996 1995
----- ---- ----
<S> <C> <C>
Investment (note 2) $ 40 40
=== ===
Stockholder's Equity
--------------------
Shareholder's equity:
Preferred stock, $0.001 par value. Authorized 800,000 shares;
no shares issued or outstanding $ - -
Common stock, $0.001 par value. Authorized 200,000 shares;
10,000 shares issued and outstanding 100 100
Additional paid-in capital 900 900
Common stock subscribed (960) (960)
Commitment (note 3) --- ---
$ 40 40
=== ===
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Statements of Operations
Years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
1996 1995 1994
----- ---- ----
<S> <C> <C> <C>
Revenue $ - - -
Expenses - - -
----- ---- ----
Net income (loss) $ - - -
===== ==== ====
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Statements of Stockholder's Equity
Years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
Additional Common Total
Preferred Common paid-in stock stockholder's
stock stock capital subscribed equity
----- ----- ------- ---------- ------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1993 $ - 100 900 (960) 40
Net income (loss) - - - - -
----- ----- --- --- --
Balances at December 31, 1994 - 100 900 (960) 40
Net income (loss) - - - - -
Balances at December 31, 1995 - 100 900 (960) 40
Net income (loss) - - - - -
Balances at December 31, 1996 $ - 100 900 (960) 40
===== ===== === === ==
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Statements of Cash Flows
Years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
1996 1995 1994
----- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities $ - - -
Cash flows from investing activities - - -
Cash flows from financing activities - - -
----- ---- ----
Net change in cash - - -
Cash at beginning of year - - -
----- ---- ----
Cash at end of year $ - - -
===== ==== ====
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Notes to Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) The Company
-----------
Adams Outdoor Advertising, Inc. ("AOAI") was organized as a
corporation under the Minnesota Statutes on December 12, 1985.
AOAI is the managing general partner of Adams Outdoor Advertising
Limited Partnership (the "Partnership"). AOAI is wholly owned
by the individual general partner of the Partnership, who is also a
limited partner in the Partnership. AOAI has nominal assets and
does not conduct any operations, except for its activities as managing
general partner of the Partnership.
AOA1 and its sole stockholder have agreed that all profits or
losses allocable to the general partners will be allocated to the
individual general partner, and none will be allocated to AOAI.
(b) Investment
----------
The investment balance consists of a general and limited partnership
interest which are carried at cost, since the partnership interest is
not readily marketable.
(c) Income Taxes
------------
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(d) Use of Estimates
----------------
Management of AOAI has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
-6-
<PAGE>
ADAMS OUTDOOR ADVERTISING, INC.
Notes to Financial Statements
(2) Investment in Affiliated Partnership
------------------------------------
AOAI has a 1.00% aggregate partnership interest in the Partnership
which consists of 0.01% general partnership interest and 0.99% limited
partnership interest. Summary audited financial information for the
investee Company as of and for the years ended December 31, 1996 and
1995 is presented as follows (in thousands of dollars):
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Balance sheet information:
Current assets $ 14,142 10,814
Current liabilities (9,173) (4,870)
------- -------
Working capital 4,969 5,944
Property, plant, and equipment 51,040 31,371
Intangible assets, net 11,862 5,950
Other assets. 70 76
Long-term debt, less current installments (133,189) (105,318)
Deferred compensation, less current installments (3,089) (4,730)
Other liabilities (107) (122)
------- -------
Partners' deficit $ (68,444) (66,829)
======= =======
Income statement information:
Net outdoor advertising revenues $ 47,260 42,890
======= =======
Operating income $ 14,887 12,934
======= =======
Net income $ 1,535 1,562
======= =======
</TABLE>
(3) Employment Agreement with Sole Stockholder
------------------------------------------
Effective January 1, 1996, AOAI entered into an employment agreement with
the sole stockholder as an executive, which provides a base salary and benefits,
subject to increases based on the Consumer Price Index annually, plus
reimbursement of business expenses. The agreement expires December 31, 2001
unless terminated by AOAI or the sole stockholder and provides one year of
severance pay, if terminated by AOAI under certain circumstances.
-7-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Consolidated Financial Statements
December 31, 1996 and 1995
With Independent Auditors' Report Thereon
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Index to Consolidated Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report....................................... 3
Financial Statements:
Consolidated Balance Sheets of as of December 31, 1996 and 1995... 4
Consolidated Statements of Operations for the Years ended
December 31, 1996, 1995, and 1994................................. 5
Consolidated Statements of Changes in Partners' Equity (Deficit)
for the Years ended December 31, 1996, 1995, and 1994............. 6
Consolidated Statements of Cash Flows for the Years ended
December 31, 1996, 1995, and 1994................................. 7
Notes to Consolidated Financial Statements........................ 8
</TABLE>
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Adams Outdoor Advertising
Limited Partnership:
We have audited the accompanying consolidated balance sheets of Adams Outdoor
Advertising Limited Partnership and subsidiaries (the "Company") as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, changes in partners' equity (deficit), and cash flows for each of
the years in the three-year period ended December 31, 1996. These consolidated
financial statements are the responsibility of the management of the
Company. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as
of December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31,
1996 in conformity with generally accepted accounting principles.
Atlanta, Georgia
March 21, 1997
-3-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Consolidated Balance Sheets
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Assets (Note 7) 1996 1995
--------------- ---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,532,958 2,130,911
Investments (note 3) 348,303 -
Accounts receivable, less allowance for doubtful accounts
of $696,260 and $546,123, respectively 6,729,251 5,324,495
Accounts receivable from related parties (note 2) 208,669 171,828
Receivables from employees 25,269 160,100
Inventories 216,712 207,799
Prepaid rent 2,129,094 1,534,665
Prepaid expenses 951,956 1,284,298
------------ -----------
Total current assets 14,142,212 10,814,096
Property, plant, and equipment, net (note 4) 51,039,608 31,371,378
Intangible assets, net (note 5) 11,861,934 5,950,055
Other assets 70,254 75,750
------------ -----------
$ 77,114,008 48,211,279
============ ===========
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Current liabilities:
Current installments of long-term debt (note 7) $ 231,379 2,125,000
Accounts payable 440,901 225,791
Interest payable 3,640,374 680,034
Interest payable to related parties - 340,653
Accrued expenses and other liabilities (note 6) 2,962,410 1,498,990
Deferred compensation (note 10) 1,898,404 -
------------ -----------
Total current liabilities 9,173,468 4,870,468
Long-term debt, less current installments (note 7) 133,189,383 90,598,167
Long-term debt to related parties (notes 2 and 7) - 14,719,405
Deferred compensation (note 10) 3,089,228 4,729,877
Other liabilities 106,407 122,728
------------ -----------
Total liabilities 145,558,486 115,040,645
------------ -----------
Partners' equity (deficit) - (note 1):
General partners' deficit (67,829,366) (67,829,366)
Limited partners' equity (deficit) (615,112) 1,000,000
------------ -----------
Total partners' deficit (68,444,478) (66,829,366)
Commitments and contingencies (notes 8, 10, and 11)
------------ -----------
$ 77,114,008 48,211,279
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Consolidated Statements of Operations
Years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Gross revenues $ 52,421,172 47,588,790 41,747,602
Less agency commissions (5,161,376) (4,698,330) (4,096,908)
----------- ---------- ----------
Net outdoor advertising revenue 47,259,796 42,890,460 37,650,694
----------- ---------- ----------
Operating expenses:
Direct advertising expenses 22,411,959 20,848,384 19,560,429
Corporate general and administrative 2,404,834 1,113,593 1,183,291
Depreciation and amortization 6,105,151 5,567,736 5,684,400
Deferred compensation (note 10) 1,451,031 2,427,160 1,530,000
---------- ---------- ----------
Total operating expenses 32,372,975 29,956,873 27,958,120
---------- ---------- ----------
Operating income 14,886,821 12,933,587 9,692,574
---------- ---------- ----------
Other expenses (income):
Interest expense 12,247,794 9,865,283 9,607,755
Interest expense to related parties 275,175 1,397,612 268,643
Other expenses (income), net (31,362) 16,095 38,279
Loss on disposals of property
and equipment, net 860,706 92,611 387,795
---------- ---------- ----------
Total other expenses 13,352,313 11,371,601 10,302,472
---------- ---------- ----------
Net (loss) income $ 1,534,508 1,561,986 (609,898)
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Consolidated Statements of Changes in Partners' Equity (Deficit)
Years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
Limited
General Partners' Total
partners' equity partners'
deficit (deficit) deficit
------------- ----------- ------------
<S> <C> <C> <C>
Balances at December 31, 1993 $(68,781,454) 1,000,000 (67,781,454)
Net loss (609,898) - (609,898)
------------ ---------- -----------
Balances at December 31, 1994 (69,391,352) 1,000,000 (68,391,352)
Net income 1,561,986 - 1,561,986
------------ ---------- -----------
Balances at December 31, 1995 (67,829,366) 1,000,000 (66,829,366)
Net income - 1,534,508 1,534,508
Distributions - (3,149,620) (3,149,620)
------------ ---------- -----------
Balances at December 31, 1996 $(67,829,366) (615,112) (68,444,478)
============ ========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
Years ended December 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,534,508 1,561,986 (609,898)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 5,811,083 5,333,841 5,555,607
Amortization of intangible assets 1,126,505 701,256 619,931
Deferred compensation expense 1,451,031 2,427,160 1,530,000
Payments for deferred compensation (1,226,579) (250,000) (267,065)
Loss on disposals of property and
equipment, net 860,706 92,611 387,795
Barter (income) loss 86,729 114,154 (214,797)
Purchases of investments, net (315,000) - -
Changes in assets and liabilities, net of effects
from acquisitions of businesses:
Accounts receivable (1,171,643) (964,952) (493,358)
Inventories 61,705 (52,553) 33,570
Prepaid rent and other prepaid
expenses 333,903 (181,780) (312,161)
Other assets 5,496 (17,000) 12,905
Accounts payable, accrued expenses,
and other liabilities 1,374,950 (179,970) (49,644)
Interest payable 2,619,687 698,090 824,081
Other liabilities - long-term (16,321) (132,060) 74,961
------------- ---------- -----------
Net cash provided by operating
activities 12,536,760 9,150,783 7,091,927
------------- ----------- ----------
Cash flows from investing activities:
Additions to property, plant, and equipment (4,419,452) (2,042,132) (1,895,268)
Proceeds from sales of property, plant, and
equipment 45,017 62,784 104,694
Acquisition of businesses (24,300,464) - -
------------- ----------- ----------
Net cash used in investing activities (28,674,899) (1,979,348) (1,790,574)
------------- ----------- ----------
Cash flows from financing activities:
Debt financing costs (5,288,384) (198,638) (29,609)
Advances from long-term debt 145,725,354 8,150,394 6,887,630
Payments on long-term debt (119,747,164) (14,714,447) (12,427,288)
Distributions to partners (3,149,620) - -
------------- ----------- ----------
Net cash provided by (used in) financing
activities 17,540,186 (6,762,691) (5,569,267)
------------- ----------- ----------
Net increase (decrease) in cash
and cash equivalents 1,402,047 408,744 (267,914)
Cash and cash equivalents at beginning of year 2,130,911 1,722,167 1,990,081
------------- ----------- ----------
Cash and cash equivalents at end of year $ 3,532,958 2,130,911 1,722,167
============= ========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-7-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation
---------------------
Adams Outdoor Advertising Limited Partnership ("the Company") owns and
operates outdoor advertising structures in ten markets in the Midwest,
Southeast, and mid-Atlantic states. The consolidated financial
statements include the financial statements of the Company and its two
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
(b) The Company
-----------
The Company was organized under the Minnesota Uniform Limited
Partnership Act on December 12, 1985 and will terminate on December
31, 2025 unless terminated sooner under the provisions of the
Partnership Agreement. The Company was organized for the purpose of
acquiring and operating businesses engaged in the outdoor advertising
industry. The managing general partner is Adams Outdoor Advertising,
Inc.
The Partnership Agreement was amended on March 31, 1995 to convert and
transfer 99% of the general partner's interest to limited partners'
interests. The Partnership Agreement was amended and restated on
January 1, 1996 to, among other matters, eliminate classes of limited
partner interests resulting in general partner's interests of 0.71%
and limited partners' interests of 99.29%.
The Partnership Agreement provides that losses will be allocated 100%
to the general partners. Profits will be allocated to the general and
limited partners in the same proportion, based on their aggregate
interest in the Company, as they have received distributions of
distributable cash (defined as annual cash gross receipts, less cash
expenses and any amount set aside for reserves) for such calendar
year. In the event there are profits in a calendar year in which no
distribution of distributable cash has been made, profits will be
allocated 100% to the general partners.
In the event of a sale, refinancing, or dissolution of the
Partnership, the proceeds available for distribution, after payment of
all expenses and previously outstanding debt of the Partnership, will
be distributed first to the partners up to an amount equal to the
respective partners' adjusted aggregate interest in the Partnership.
In April 1995, certain limited partners' interests were purchased by
an affiliate of the general partner. The purchase consideration of
$17,452,677 represented the aggregate outstanding principal balance on
the 9% subordinated notes and convertible notes payable to certain
limited partners, including all accrued interest thereon, plus a
$500,000 payment for certain limited partners' interests. The
affiliate of the general partner held these notes and partners'
interests at December 31, 1995. The Company continued to make payments
on these notes with the same terms as were made to the previous
holders of the notes until the notes were paid in March 1996 (note 7).
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(c) Cash Equivalents
----------------
The Company considers all short-term, highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.
(d) Investments
-----------
Investments at December 31, 1996 consist primarily of corporate debt
and equity securities. Securities are classified in one of three
categories: trading, available-for-sale, or held-to-maturity.
Management of the Company determines the appropriate classification of
its investments at the time of acquisition and re-evaluates such
determination at each balance sheet date.
The Company has classified all securities purchased and held during
1996 as trading securities, as they are intended to be sold in the
near term. Trading securities are carried at fair value, with realized
and unrealized gains and losses included in net income.
(e) Inventories
-----------
Inventories are valued at the lower of cost or market. Cost is
determined by the first-in, first-out method. Market approximates net
realizable value.
(f) Property, Plant, and Equipment
------------------------------
Property, plant, and equipment are stated at cost. Depreciation is
computed using the straight-line method over the estimated useful
lives of the assets which are as follows:
Buildings and equipment 5 to 32 years
Outdoor advertising structures 12 to 15 years
Vehicles, machinery and equipment, and office equipment 3 to 5 years
(g) Intangible Assets
-----------------
Intangible assets include organizational costs, financing costs,
noncompete agreements, and goodwill. Goodwill is being amortized using
the straight-line method over periods of between 12 and 40 years. The
remaining intangible assets are recorded at cost and are amortized
using the straight-line method over the assets' estimated useful lives
of two to ten years for organizational costs and noncompete agreements
and the terms of the related debt for financing costs. The Company
assesses the recoverability value of intangible assets based upon
expected future cash flows.
(h) Income Taxes
------------
The Company is not considered a taxable entity for Federal and state
income tax purposes. Any taxable income or loss, tax credits, and
certain other items are reported by the partners on their own tax
returns in accordance with the Partnership Agreement.
(i) Revenue Recognition
-------------------
Revenues represent outdoor advertising services provided by the
Company. The Company recognizes revenue when rendered, usually on
a monthly basis in accordance with contract terms, as advertising
services are provided.
(Continued)
-9-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(j) Barter Transactions
-------------------
Barter transactions, which represent the exchange of advertising for
goods or services, are recorded at the estimated fair value of the
advertising provided and the products or services received. Barter
revenue is recognized when advertising services are rendered, and
barter expense is recognized when the related products or services are
received.
(k) Fair Value of Financial Instruments
-----------------------------------
The carrying value for all financial instruments approximates fair
value except for the Company's $105 million of 10.75% Senior Notes,
included in long-term debt, which the Company believes are fairly
valued at approximately $112 million at December 31, 1996.
(2) Related Party Transactions
--------------------------
In April 1995, an affiliate of the general partner purchased the aggregate
outstanding principal balance on the 9% subordinated notes and convertible
notes payable and all accrued interest thereon. At December 31, 1995, the
aggregate balance on the notes held by the affiliate was $11,389,165. As
discussed in note 7, these notes were repaid in 1996.
At December 31, 1995, the Company had notes payable of $6,730,436
(including capitalized accrued interest of $2,486,436) to Central
Advertising Company, the former owner of Central Advertising Company
Limited Partnership. At December 31, 1995, the Company had notes payable of
$1,900,293 (including capitalized accrued interest of $900,293) to Illinois
Outdoor Advertising Company Limited Partnership. Both entities are related
to the Company through common ownership. As discussed in note 7, these
notes payable were repaid in 1996, except for $231,379 which remains
outstanding at December 31, 1996.
A related party to the Company owns HSP Graphics ("HSP") printing
operations headquartered in Canada. The Company paid the salary and
expenses of the HSP salesman, who operated in the Atlanta area and HSP
agreed to reimburse the Company for these expenses in cash or services. At
December 31, 1996 and 1995, the Company had accounts receivable of $208,669
and $171,828, respectively, outstanding related to this arrangement with
HSP. The Company paid HSP $-0-, $42,000, and $38,226 for printing services
provided during 1996, 1995, and 1994, respectively.
A related party to the Company billed $200,000 during the year ended
December 31, 1996 for reimbursement of charter air service used by the
Company during the year which was recorded as corporate general and
administrative expense and remains outstanding in accrued expenses and
other liabilities at December 31, 1996.
(Continued)
-10-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(3) Investments
-----------
Investments as of December 31, 1996 consist of the following:
<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
holding holding Fair
Type of each issue Cost gains losses value
- ------------------- ---- ----- ------ -----
<S> <C> <C> <C> <C>
Trading securities:
Equity securities $130,044 10,635 6,418 134,261
Fixed income debt securities 95,138 1,297 410 96,025
Mutual funds 112,685 2,773 85 115,373
Other 2,644 - - 2,644
-------- ------ ----- -------
$340,511 14,705 6,913 348,303
======== ====== ===== =======
</TABLE>
(4) Property, Plant, and Equipment
------------------------------
Property, plant, and equipment consists of the following at December 31,
1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Land $ 1,945,015 1,631,734
Outdoor advertising structures 91,247,074 68,786,648
Buildings and improvements 3,321,251 2,627,851
Vehicles 2,555,767 2,391,284
Machinery and equipment 659,537 660,742
Office equipment 2,344,631 2,147,457
Construction in progress 357,107 166,379
----------- ----------
102,430,382 78,412,095
Less accumulated depreciation 51,390,774 47,040,717
----------- ----------
$ 51,039,608 31,371,378
=========== ==========
</TABLE>
(5) Intangible Assets
-----------------
Intangible assets consist of the following at December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Goodwill $ 7,532,597 7,532,597
Noncompete agreements 2,415,000 665,000
Financing and organization costs 5,302,925 5,019,445
Other 50,000 50,000
---------- ----------
15,300,522 13,267,042
Less accumulated amortization 3,438,588 7,316,987
---------- ----------
$11,861,934 5,950,055
========== ==========
</TABLE>
(Continued)
-11-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(6) Accrued Expenses and Other Liabilities
--------------------------------------
Accrued expenses and other consist of the following at December 31, 1996
and 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Accrued insurance $ 486,789 470,503
Accrued payroll 489,229 469,877
Other 1,986,392 558,610
---------- ---------
$2,962,410 1,498,990
========== ----------
(7) Long-Term Debt
--------------
Long-term debt at December 31, 1996 and 1995 consists of the following:
1996 1995
---- ----
<S> <C> <C>
10.75% senior notes due March 12, 2006, interest
payable semiannually; unsecured $105,000,000 -
Revolving note payable due December 31, 2001; interest
payable monthly at 8.5% at December 31, 1996 28,189,383 -
Senior term loan payable in unequal quarterly principal
installments maturing December 31, 1996; interest
payable monthly at LIBOR plus 3-1/4% or prime
plus 1-5/8% (9.09% at December 31, 1995); paid
in March 1996 - 81,583,636
Revolving note payable due December 31, 1996; interest
payable monthly at prime plus 1-5/8% (10.25% at
December 31, 1995); paid in March 1996 - 688,062
9% subordinated notes payable partially due to an
affiliate of the general partner on December 31, 1996
(note 2); interest payable quarterly - 16,389,165
Subordinated note payable to Central Advertising Company
Limited Partnership, including amounts due to related
parties of $1,792,045 at December 31, 1995, due
January 2, 1997 (note 2); interest at 10% compounded
annually (including capitalized accrued interest of
$2,486,436 and $91,327 at December 31, 1996 and
1995, respectively) 231,379 6,730,436
Subordinated note payable to Illinois Outdoor Advertising
Ltd. Partnership (note 2), due January 31, 1996;
interest at 10% compounded quarterly (including
capitalized accrued interest of $900,293 at December 31,
1995); paid in March 1996 - 1,900,293
9% convertible subordinated notes payable due to an
affiliate of the general partner on December 31, 1996
(note 2); paid in March 1996 - 150,980
------------ -----------
133,420,762 107,442,572
Less current installments of long-term debt 231,379 2,125,000
------------ -----------
Long-term debt, less current installments $133,189,383 105,317,572
============ ===========
</TABLE>
(Continued)
-12-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
On March 12, 1996, the Company completed a refinancing (the "Refinancing")
of its outstanding debt. Pursuant to the Refinancing, substantially all of
the Partnership's existing debt was repaid, $105 million of 10-3/4% senior
notes due 2006 (the "Notes") were issued, and a credit agreement (the
"Credit Agreement") was executed which provided for a revolving line of
credit with total availability of $15 million. On December 2, 1996, the
Credit Agreement was amended and restated to increase the availability on
the revolving line of credit from $15 million to $35 million, for a fee of
$387,500.
The aggregate available commitment under the Credit Agreement will be
reduced incrementally on a quarterly basis, beginning March 31, 1998. The
Credit Agreement matures on December 31, 2001 unless previously terminated.
Prior to making any advance under the Credit Agreement, the Company will be
required to be in compliance with all financial and operating covenants.
The lenders under the Credit Agreement are paid a commitment fee at the
rate of 0.5% per annum on unused commitments, payable quarterly.
Borrowings under the Credit Agreement bear interest at a rate equal to, at
the option of the Company, either (i) the base rate (which is defined as
the higher of the prime rate or the federal funds rate plus .5%) or (ii)
LIBOR, in each case plus an applicable margin determined by reference to
the ratio of total debt to cash flow of the Company.
The obligations of the Company under the Credit Agreement are secured
primarily by a first priority pledge of the stock of Adams Outdoor
Advertising, Inc., the corporate general partner, a first priority pledge
of the Company interests, and a first priority lien on all the assets of
the Company, with the exception of certain real estate assets, which
are subject to a negative pledge.
The Credit Agreement contains, among other things, covenants restricting
the ability of the Company to dispose of assets, make distributions to its
partners, create liens, make capital expenditures, make certain investments
or acquisitions, enter into transactions with affiliates, and otherwise
restrict certain activities. The Credit Agreement also contains financial
covenants related to minimum interest coverage, maximum leverage ratio, and
a minimum fixed charge coverage ratio.
The 10.75% senior notes due 2006 were issued under an indenture dated March
12, 1996 (the "Indenture") among the Company and the trustee of the Notes
(the "Trustee").
The Notes are limited in aggregate principal amount to $105 million. The
Notes are senior unsecured obligations of the Company ranking pari passu in
right of payment with all existing and future senior indebtedness of the
Company and senior in right of payment to all existing and future
subordinated indebtedness of the Company that by its terms is subordinated
in right of payment to the Notes. The Notes are effectively subordinated to
all secured indebtedness of the Company to the extent of the value of the
assets securing such indebtedness.
The Notes mature on March 15, 2006 and bear interest at an annual rate of
10.75% from the date of issuance until maturity. Interest is payable
semiannually in arrears on March 15 and September 15, commencing September
15, 1996, to holders of record of the Notes.
(Continued)
-13-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
The Notes are redeemable at the option of the Company, in whole or in part,
at any time on or after March 15, 2001 at the following redemption prices
(expressed as a percentage of principal amount), together, in each case,
with accrued and unpaid interest to the redemption date, if redeemed during
the twelve-month period beginning on March 15 of each year as listed below:
<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2001 105.375%
2002 103.583
2003 101.792
2004 and thereafter 100.000
</TABLE>
Also, up to 25% of the Notes are redeemable at the option of the Company in
the event of a public equity offering.
The Indenture contains, among other things, covenants restricting the
ability of the Company to incur additional indebtedness, make certain
distributions, make certain investments, change the status of Company
subsidiaries, create liens, enter into transactions with affiliates,
dispose of assets, enter into sale and lease-back transactions, make
payments for consents, enter into any additional lines of business, and
otherwise restrict certain activities.
Pursuant to the Refinancing, substantially all of the indebtedness
discussed below was repaid.
The senior term loan payable and revolving note payable were subject to the
terms of a senior debt agreement. As a condition of the senior debt
agreement, as renegotiated in 1992, the senior lender required the Company
to enter into an appreciation rights agreement. The appreciation rights
were subject to redemption at a defined purchase price using fair market
value of the Company, less its indebtedness and certain other liabilities
(the "appraisal amount"). Based upon an independent appraisal of the
Company as of July 31, 1994, the appreciation rights were redeemed on
February 27, 1995 for cash consideration of $334,041 for the appreciation
rights.
The senior debt agreement included, among other things, provisions for the
maintenance of a specified level of operating cash flow, specified ratios
of operating profit to interest expense and to principal outstanding,
restrictions on the amount and character of future debt that may be
incurred by the Company, and restrictions on certain payments, including
capital expenditures, deferred compensation, interest in other notes
payable, and corporate expenses.
On February 28, 1996, the senior lender agreed to extend the maturity date
of the senior term loan and revolving note payable to March 3, 1997. As a
result of the senior lender's extension and since the credit agreements
pertaining to the subordinated notes provided for an extension of the
maturity date if the senior debt was extended, all indebtedness was
classified as long-term at December 31, 1995, except for those installments
of the senior term loan contractually due in the year ended December 31,
1996.
(Continued)
-14-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
The subordinated notes payable to Central Advertising Company Limited
Partnership and Illinois Outdoor Advertising Ltd. Partnership provided for
any accrued interest which was unpaid at the end of the calendar year to be
capitalized and added back to the principal amount outstanding on the note.
These notes payable could have been extended if the senior term loan's
maturity date was extended.
Annual minimum maturities of long-term debt based upon amounts outstanding
at December 31, 1996 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1997 $ 231,379
1998 4,000,000
1999 8,000,000
2000 10,000,000
2001 6,189,383
Thereafter 105,000,000
------------
$133,420,762
============
</TABLE>
(8) Lease Commitments
-----------------
The Company leases real estate to erect signs in commercial and industrial
zoned areas along traffic routes in cities or close to populated urban
areas. The Partnership also leases certain vehicles used in its operations.
These leases have terms ranging from one to 10 years.
Approximate future minimum lease payments under noncancelable operating
leases, in excess of one year, at December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Years ending December 31:
<S> <C>
1997......... $ 4,471,000
1998......... 3,525,000
1999......... 2,648,000
2000......... 2,081,000
2001......... 1,367,000
Thereafter.. 4,329,000
-----------
$18,421,000
===========
</TABLE>
Rent expense incurred under operating leases aggregated approximately
$6,042,000, $5,406,000, and $4,823,000 for the years ended December 31,
1996, 1995, and 1994, respectively.
(9) Employee Benefit Plan
---------------------
The Company has a 401(k) deferred savings and profit sharing plan.
Employees must be at least age 21 and have completed one year of service to
participate in the plan. Employees may contribute up to 10% of their
salaries, and the Company matches employee contributions at the rate of 50%
up to 6% of the employee's salary. The Company's contributions to the plan
were $165,609, $158,195, and $152,675 in the years ended December 31, 1996,
1995, and 1994, respectively.
(Continued)
-15-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(10) Deferred Compensation Benefits
------------------------------
(a) Phantom Stock Agreement
-----------------------
The Company has deferred compensation benefits referred to as phantom
stock agreements with certain management personnel. The compensation
is calculated using a multiple of the operating profit of a division
or the Company for the year ending immediately prior to the
determination date over the base cost, which is the assigned value of
the division or the Company, at the date of the agreement's execution.
The agreements provide for three equal annual payments to the
participants upon the determination date, which is defined as
termination, death, disability, the sale of the Company, or the fifth
anniversary of the agreement's execution. The Company incurred
deferred compensation expense related to these agreements of
$1,136,031, $2,427,160, and $1,530,000 for the years ended
December 31, 1996, 1995, and 1994, respectively.
In 1995, the Chief Executive Officer and the Company mutually
terminated his participation in deferred compensation benefits under
his phantom stock agreement by agreeing to pay him $2,000,000 upon the
Refinancing of all of the Company's outstanding debt obligations. As a
result, deferred compensation as of December 31, 1996 and 1995
includes $1,000,000 and $2,000,000, respectively, related to this
arrangement. Interest is accrued on the unpaid balance at December 31,
1996 at 8.56% per annum. Deferred compensation is all classified as a
long-term obligation as of December 31, 1995 since the prior senior
debt agreement limited annual cash payments to no more than $250,000,
and only if certain cash flow levels were achieved. The current
portion of deferred compensation as of December 31, 1996 includes
scheduled payments to be made during 1997.
(b) Nonqualified Retirement Plan
----------------------------
The Company also maintains a nonqualified retirement plan (the "Plan")
to provide deferred compensation benefits for corporate management.
The Plan requires annual contributions of $30,000 for the Chief
Executive Officer and $15,000 for each officer and general manager.
As allowed in the plan documents, the Company has established a trust
for contributions to provide a source of funds for the liabilities
under the Plan. The trust is revocable and constitutes an unfunded
arrangement as the trust assets are subject to the claims or the
Company's creditors in the event of insolvency, until such time as the
obligations have been paid to plan participants in accordance with the
plan. Earnings of the trust are allocated proportionately to
participant accounts.
During the year ended December 31, 1996, the Company made $315,000 in
payments to the trust, all of which were recorded as deferred
compensation expense.
(Continued)
-16-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(11) Commitments and Contingencies
-----------------------------
(a) Zoning Regulations
------------------
In 1988, the city of Charlotte adopted a comprehensive sign ordinance
prohibiting the construction of virtually all new off-premises outdoor
advertising signs within the city limits and mandating that all
nonconforming signs either be brought into compliance or be removed by
February 1, 1996 at the owner's expense without compensation (subject
to extension at the city's discretion) for an additional two years.
Assuming failure by the city to grant any variances, the Company could
be forced to remove approximately 308 structures at its expense
without payment of compensation, with a resulting material adverse
impact on the gross revenues and cash flow attributable to the
Charlotte market, but, in the opinion of management, not on the
financial condition of the Company as a whole. In 1988, the Company
filed a lawsuit in the Superior Court of Mecklenburg County, NC
challenging the constitutionality of the Charlotte sign ordinance. The
litigation was stayed by mutual agreement of the parties until
November l995. Since the stay expired, neither party has advanced the
litigation. The Company believes it is unlikely that the Company will
have to remove non-conforming signs until 1998 or later. Through March
1997, the company had received a total of 308 NOV's (Notice of
Violation). The Company does not anticipate any additional NOVs at
this time.
In other localities in which the Company operates, outdoor
advertising is subject to restrictive and, in some cases, prohibitive,
zoning regulations. Management expects Federal, state, and local
regulations to continue to be a significant factor in the operation of
the Company's business.
(b) Litigation
----------
The Company is a party to a number of lawsuits and claims which it is
vigorously defending. Such matters arise out of the normal course of
business and relate to government regulations and other issues.
Certain of these actions seek damages in significant amounts. While
the results of litigation cannot be predicted with certainty,
management believes, based on advice of Company counsel, the final
outcome of such litigation will not have a material adverse effect on
the consolidated financial statements of the Company.
(Continued)
-17-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(12) Supplemental Cash Flow Information
----------------------------------
The following summarizes supplemental cash paid and noncash activities for
the years ended December 31, 1996, 1995, and 1994:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Supplemental disclosure of cash
paid during the year for interest $9,095,866 9,668,563 9,238,046
========= ========= =========
Supplemental disclosure of noncash
activities:
Accrued interest payable capitalized
to long-term debt (note 7) $ - 745,357 676,949
========= ========= =======
Property, plant, and equipment
acquired for accounts receivable $ 211,273 111,049 260,299
========= ========= =======
</TABLE>
(13) Acquisitions
------------
During 1996, the Company completed acquisitions of two outdoor advertising
operations. Both acquisitions were accounted for using the purchase method
of accounting and, accordingly, the purchase price was allocated to the
assets purchased and the liabilities assumed based upon their fair values
at the dates of acquisition. Both acquisitions were funded through
borrowings.
On October 25, 1996, the Company executed a purchase agreement for the
Northeast Pennsylvania division ("NEPA") by acquiring all of the
outstanding shares of PA Outdoor, Inc. for $6,765,000 in cash, and by
acquiring selected assets and liabilities of Matthew Outdoor Advertising
Acquisition Co., L.P. for $1,450,000 in cash. The Company also paid
$100,000 for noncompete agreements to be amortized over two years, and
incurred $243,000 in transaction costs.
On November 18, 1996, the Company acquired selected assets and liabilities
of Morgan Newsome Monroe, Inc. ("MNM") for $14,029,000 in cash. The Company
also paid $1,650,000 for noncompete agreements to be amortized over three
years, and incurred $64,000 in transaction costs.
The net purchase price of the acquisitions was allocated as follows:
<TABLE>
<CAPTION>
NEPA MNM
------ ------
(in thousands)
<S> <C> <C>
Working capital $ 158 629
Property, plant, and equipment 8,300 13,464
Other assets 100 1,650
------ ------
Purchase price $8,558 15,743
====== ======
</TABLE>
(Continued)
-18-
<PAGE>
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
The following unaudited pro forma information presents a summary of the
results of operations of the Company, NEPA, and MNM as if the acquisitions
had occurred at the beginning of 1995, with pro forma adjustments to give
effect to additional depreciation based on the fair market value of the
property, plant, and equipment acquired; interest expense on acquisition
debt; and the amortization of intangibles arising from the transactions.
The pro forma financial information is not necessarily indicative of the
results of operations as they would have resulted if the transactions had
been effected on the assumed dates.
<TABLE>
<CAPTION>
Years ended December 31,
------------------------
1996 1995
---- ----
(in thousands - unaudited)
<S> <C> <C>
Net outdoor advertising revenue.. $ 53,342 48,770
====== ======
Operating income................. $ 14,843 12,740
====== ======
Net loss......................... $ (462) (691)
==== ======
</TABLE>
(14) Disposal of Equipment
---------------------
In June 1996, the Company invested $662,098 in assets to provide in-store
advertising equipment. These assets were utilized from June through
December 1996, resulting in $179,864 in operating expenses in excess of
revenue. In December 1996, management determined that the asset value had
been impaired and approved a plan of disposal to be completed in January
1997. A loss equal to the carrying value of the assets of $662,098 was
recognized in 1996 and has been included in the consolidated statement of
operations as loss on disposals of property and equipment, net.
-19-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<C> <S> <C>
3.1* Articles of Incorporation of Adams Outdoor Advertising, Inc. ("AOAI")
3.2* By-laws of AOAI
3.3* Limited Partnership Agreement of Adams Outdoor Advertising Limited Partnership
(the "Company")
4.1* Indenture dated as of March 12, 1996 among the Company, AOAI and United States
Trust Company, as Trustee (the "Indenture")
4.2* Form of Original Note
4.3* Form of New Note
4.4* Registration Rights Agreement dated as of March 12, 1996 among the Company,
AOAI and the Initial Purchaser referred to therein
10.1* Securities Purchase Agreement dated as of March 12, 1996 by and among the Company, AOAI
and the Initial Purchaser referred to therein
10.2* Employment Agreement between AOAI and Stephen Adams
10.3* Agreement between Kevin Gleason and the Company
10.4* Phantom Stock Agreement between the Company and Abe Levine
10.5* Nonqualified Retirement Plan for Key Employees
10.6** Amended and Restated Credit Agreement dated December 2, 1996
24.1** Powers of Attorney
27.1 Financial Data Schedule
</TABLE>
*Previously filed.
**Filed herewith.
<PAGE>
EXHIBIT 10.6
- --------------------------------------------------------------------------------
AMENDED AND RESTATED
CREDIT AGREEMENT
AMONG
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP,
The Several Lenders
from Time to Time Parties Hereto
AND
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY
AS AGENT
DATED AS OF DECEMBER 2, 1996
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
<S> <C>
SECTION 1. DEFINITIONS..................................... 1
1.1 Defined Terms..................................... 1
1.2 Other Definitional Provisions..................... 16
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS................. 16
2.1 Revolving Credit Commitments...................... 16
2.2 Procedure for Revolving Credit Borrowing.......... 17
2.3 Commitment Fee.................................... 17
2.4 Termination or Reduction of Commitments........... 17
2.5 Repayment of Revolving Credit Loans; Evidence of
Debt............................................ 18
2.6 Optional Prepayments; Mandatory Prepayments....... 19
2.7 Conversion and Continuation Options............... 20
2.8 Minimum Amounts and Maximum Number of Tranches.... 20
2.9 Interest Rates and Payment Dates.................. 21
2.10 Computation of Interest and Fees................. 21
2.11 Inability to Determine Interest Rate............. 22
2.12 Pro Rata Treatment and Payments.................. 22
2.13 Illegality....................................... 23
2.14 Requirements of Law.............................. 23
2.15 Taxes............................................ 25
2.16 Indemnity........................................ 26
SECTION 3. REPRESENTATIONS AND WARRANTIES.................. 27
3.1 Financial Condition............................... 27
3.2 No Change......................................... 28
3.3 Existence; Compliance with Law.................... 28
3.4 Power; Authorization; Enforceable Obligations..... 28
3.5 No Legal Bar...................................... 28
3.6 No Material Litigation............................ 29
3.7 No Default........................................ 29
3.8 Ownership of Property; Liens...................... 29
3.9 Intellectual Property............................. 29
3.10 No Burdensome Restrictions....................... 29
3.11 Taxes............................................ 30
3.12 Federal Regulations.............................. 30
3.13 ERISA............................................ 30
3.14 Investment Company Act; Other Regulations........ 31
3.15 Subsidiaries..................................... 31
3.16 Purpose of Revolving Credit Loans................ 31
3.17 Environmental Matters............................ 31
3.18 Regulation H..................................... 32
3.19 Accuracy and Completeness of Information......... 33
3.20 Solvency......................................... 33
3.21 Leaseholds, Permits, etc......................... 33
3.22 Signs............................................ 33
3.23 Ownership of Borrower and Managing General
Partner......................................... 34
3.24 Real Property.................................... 34
3.25 Phantom Stock Agreements......................... 34
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 4. CONDITIONS PRECEDENT........................... 34
4.1 Conditions to Effectiveness...................... 34
4.2 Conditions to Each Revolving Credit Loan......... 35
SECTION 5. AFFIRMATIVE COVENANTS.......................... 36
5.1 Financial Statements............................. 36
5.2 Certificates; Other Information.................. 37
5.3 Payment of Obligations........................... 39
5.4 Maintenance of Existence......................... 39
5.5 Maintenance of Property; Insurance............... 39
5.6 Inspection of Property; Books and Records;
Discussions.................................... 39
5.7 Notices.......................................... 39
5.8 Environmental Laws............................... 40
5.9 Environmental Reports............................ 41
5.10 Further Assurances.............................. 41
5.11 Additional Collateral........................... 41
5.12 Key Main Life Insurance......................... 43
5.13 Phase I Environmental Reports................... 43
SECTION 6. NEGATIVE COVENANTS............................. 43
6.1 Financial Condition Covenants.................... 44
6.2 Limitation on Indebtedness....................... 45
6.3 Limitation on Liens.............................. 45
6.4 Limitation on Guarantee Obligations.............. 47
6.5 Limitation on Fundamental Changes................ 47
6.6 Limitation on Sale of Assets..................... 47
6.7 Limitation on Dividends.......................... 48
6.8 Limitation on Investments, Loans and Advances.... 48
6.9 Limitation on Optional Payments and Modifications
of Debt Instruments............................ 49
6.10 Limitation on Transactions with Affiliates...... 49
6.11 Limitation on Changes in Fiscal Year............ 50
6.12 Limitation on Negative Pledge Clauses........... 50
6.13 Limitation on Lines of Business................. 50
6.14 Limitation on Deferred Management Compensation.. 50
6.15 Phantom Stock Agreements........................ 51
6.16 Limitation on Non-Acquisition Capital
Expenditures................................... 51
SECTION 7. EVENTS OF DEFAULT.............................. 51
SECTION 8. THE AGENT...................................... 54
8.1 Appointment...................................... 54
8.2 Delegation of Duties............................. 55
8.3 Exculpatory Provisions........................... 55
8.4 Reliance by Agent................................ 55
8.5 Notice of Default................................ 56
8.6 Non-Reliance on Agent and Other Lenders.......... 56
8.7 Indemnification.................................. 57
8.8 Agent in Its Individual Capacity................. 57
8.9 Successor Agent.................................. 57
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 9. MISCELLANEOUS................................. 58
9.1 Amendments and Waivers.......................... 58
9.2 Notices......................................... 58
9.3 No Waiver; Cumulative Remedies.................. 59
9.4 Survival of Representations and Warranties...... 59
9.5 Payment of Expenses and Taxes................... 59
9.6 Successors and Assigns; Participations and
Assignments................................... 60
9.7 Adjustments; Set-off............................ 63
9.8 Counterparts.................................... 63
9.9 Severability.................................... 64
9.10 Integration.................................... 64
9.11 GOVERNING LAW.................................. 64
9.12 Submission To Jurisdiction; Waivers............ 64
9.13 Acknowledgements............................... 65
9.14 WAIVERS OF JURY TRIAL.......................... 65
</TABLE>
EXHIBITS
A - Form of Revolving Credit Note
B - Form of Global Consent
C - Form of Compliance Certificate
D - Form of Mortgage Supplement
E - Form of Opinion of Counsel to Borrower
F - Form of Assignment and Acceptance
SCHEDULES
1.1 Addresses for Notices, Commitments
3.6 Litigation
3.17 Environmental Matters
3.21 Leaseholds, Permits, etc.
3.23 Ownership
6.2 Indebtedness
6.3 Liens
6.4 Guarantee Obligations
6.8 Newsome Acquisition
<PAGE>
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 2, 1996, among
Adams Outdoor Advertising Limited Partnership, a Minnesota limited partnership
(the "Borrower"), the several banks and other financial institutions from time
--------
to time parties to this Agreement (the "Lenders") and Canadian Imperial Bank of
-------
Commerce, New York Agency, as agent for the Lenders hereunder.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit
Agreement dated as of March 12, 1996 (as amended, the "Original Credit
---------------
Agreement"), and the Borrower has requested that the Original Credit Agreement
be amended and restated to increase the amount of the revolving credit facility
provided for therein from $15,000,000 to $35,000,000 and to make certain the
modifications thereto; and
WHEREAS, the Lenders are agreeable to the Borrower's request and to
amending and restating the Original Credit Agreement on the terms and conditions
set forth herein to effect such request and modifications;
NOW THEREFORE, the parties hereto agree that on the Closing Date (as
hereinafter defined) the Original Credit Agreement shall be amended and restated
to read in its entirety as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the following terms shall
-------------
have the following meanings:
"ABR": on any particular date, a rate of interest per annum equal to
---
the higher of:
(a) the rate of interest most recently announced by CIBC-Bank at its
Domestic Lending Office as its prime rate (which rate is not
necessarily intended to be the lowest rate of interest charged by
CIBC-Bank in connection with extensions of credit); and
(b) the Federal Funds Rate for such date plus .50%.
"ABR Loans": Loans the rate of interest applicable to which is based
---------
upon the ABR.
"Adams": Mr. Stephen Adams, the chairman of the Managing General
-----
Partner.
"Adams Sons": the collective reference to Mr. Stephen M. Adams, Mr.
----------
Mark C. Adams, Mr. Scott L. Adams and Mr. Kent R. Adams.
<PAGE>
"Affiliate": as to any Person, any other Person (other than a
---------
Restricted Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes
of this definition, "control" of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise.
"Agent": Canadian Imperial Bank of Commerce, New York Agency,
-----
together with its affiliates, as the arranger of the Commitments and as the
agent for the Lenders under this Agreement and the other Loan Documents.
"Agreement": this Amended and Restated Credit Agreement, as amended,
---------
supplemented or otherwise modified from time to time.
"Applicable Margin": for each Type of Loan, if the Leverage Ratio at
-----------------
any time of determination:
(i) is greater than or equal to 5.5 to 1.0, the rate per annum set forth
under the relevant column heading below:
ABR Loans Eurodollar Loans
--------- ----------------
2.000% 3.000%
(ii) is greater than or equal to 5.0 to 1.0 but less than 5.5 to 1.0, the
rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans
--------- ----------------
1.500% 2.500%;
(iii) is greater than or equal to 4.5 to 1.0 but less than 5.0 to 1.0,
the rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans
--------- ----------------
1.250% 2.250%;
(iv) is greater than or equal to 4.0 to 1.0 but less than 4.5 to 1.0, the
rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans
--------- ----------------
1.000% 2.000%;
or (v) is less than 4.0 to 1.0, the rate per annum set forth under the
relevant column heading below:
2
<PAGE>
ABR Loans Eurodollar Loans
--------- ----------------
0.750% 1.750%
Any change in the Applicable Margin required hereunder shall be deemed to
occur on the date which is five Business Days after each date the Borrower
delivers its financial statements required by subsection 5.1(a) or 5.1(b),
as the case may be, and the Compliance Certificate required by subsection
5.2(c) substantially in the form of Exhibit C; provided, that if the
--------
Borrower fails to deliver such financial statements and Compliance
Certificate on or before the date such statements or Compliance Certificate
are required to be delivered pursuant to subsection 5.1(a) or 5.1(b), as
the case may be, and subsection 5.2(c), the Leverage Ratio, until the date
which is five Business Days after such financial statements and Compliance
Certificate are so delivered, shall, for purposes of determining the
Applicable Margin, be deemed to be greater than or equal to 5.5 to 1.0 and,
thereafter, shall be the Leverage Ratio actually set forth on such
Compliance Certificate.
"Assignee": as defined in subsection 9.6(c).
--------
"Available Commitment": as to any Lender at any time, an amount equal
--------------------
to the excess, if any, of (a) the amount of such Lender's Commitment over
(b) the aggregate principal amount of all Loans made by such Lender then
outstanding.
"Borrowing Date": any Business Day specified in a notice pursuant to
--------------
subsection 2.2 or 2.6 as a date on which the Borrower requests the Lenders
to make Loans hereunder.
"Business": as defined in subsection 3.17.
--------
"Business Day": a day other than a Saturday, Sunday or other day on
------------
which commercial banks in New York City are authorized or required by law
to close.
"Capital Stock": any and all shares, interests, participations or
-------------
other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a
corporation) and any and all warrants or options to purchase any of the
foregoing.
"Cash Equivalents": (a) securities with maturities of one year or
----------------
less from the date of acquisition issued or fully guaranteed or insured by
the United States Government or any agency thereof, (b) certificates of
deposit and eurodollar time deposits with maturities of one year or less
from the date of acquisition and overnight bank deposits of any Lender or
of any commercial bank having capital and surplus in excess of
$500,000,000, (c) repurchase
3
<PAGE>
obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more
than 30 days with respect to securities issued or fully guaranteed or
insured by the United States Government, (d) commercial paper of a domestic
issuer rated at least A-2 by Standard and Poor's Ratings Service ("S&P") or
---
P-2 by Moody's Investors Service, Inc. ("Moody's"), (e) securities with
-------
maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by
any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of
which state, commonwealth, territory, political subdivision, taxing
authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's, (f) securities with maturities of one year or less
from the date of acquisition backed by standby letters of credit issued by
any Lender or any commercial bank satisfying the requirements of clause (b)
of this definition or (g) shares of money market mutual or similar funds
which invest exclusively in assets satisfying the requirements of clauses
(a) through (f) of this definition.
"Change of Control": any action or event whereby Adams ceases to
-----------------
directly or indirectly own (a) at least 50.1% of the voting interest in the
Managing General Partner, (b) at least 50.1% of the right to participate in
the selection of the governing body, partners, managers or others that will
control the management and policies of Borrower and (c) at least 50.1% of
the economic interest in the Borrower.
"CIBC-Bank": Canadian Imperial Bank of Commerce, a Canadian Chartered
---------
bank, or one or more of its agencies, branches or affiliates in its or
their respective capacity or capacities, as the case may be, as a Lender or
Lenders hereunder.
"Closing Date": the date on which the conditions precedent set forth
------------
in subsection 4.1 shall be satisfied.
"Code": the Internal Revenue Code of 1986, as amended from time to
----
time.
"Collateral": with respect to a Loan Party, the assets of such Loan
----------
Party, now owned or hereinafter acquired, upon which a Lien is purported to
be created by any Security Document to which such Loan Party is a party.
"Commitment": as to any Lender, the obligation of such Lender to make
----------
Revolving Credit Loans to the Borrower hereunder in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule 1.1, as such amount may be reduced
4
<PAGE>
from time to time in accordance with the provisions of this Agreement.
"Commitment Percentage": as to any Lender at any time, the percentage
---------------------
which such Lender's Commitment then constitutes of the aggregate
Commitments (or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such
Lender's Revolving Credit Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Credit Loans then outstanding).
"Commitment Period": the period from and including the date hereof to
-----------------
but not including the Termination Date or such earlier date on which the
Commitments shall terminate as provided herein.
"Commonly Controlled Entity": an entity, whether or not incorporated,
--------------------------
which is under common control with the Borrower within the meaning of
Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.
"Consolidated Working Capital": at any time, the excess, if any, of
----------------------------
the consolidated current assets of the Borrower and its Restricted
Subsidiaries over the consolidated current liabilities of the Borrower and
its Restricted Subsidiaries.
"Contractual Obligation": as to any Person, any provision of any
----------------------
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.
"Debt Service": for any period, the sum of (a) the amount (which may
------------
in no event be less than zero) determined by subtracting (x) the aggregate
amount of the Commitments scheduled to be in effect at the end of such
period from (y) the aggregate principal amount of the Revolving Credit
Loans outstanding at the beginning of such period and (b) total Interest
Expense for such period.
"Default": any of the events specified in Section 7, whether or not
-------
any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.
"Deferred Management Compensation": deferred compensation obligations
--------------------------------
of the Borrower pursuant to the Phantom Stock Agreements.
"Dollars" and "$": dollars in lawful currency of the United States of
------- -
America.
5
<PAGE>
6
"Domestic Subsidiary": any Subsidiary of the Borrower organized
-------------------
the laws of any jurisdiction within the United States.
"Environmental Laws": any and all foreign, Federal, state, local or
------------------
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements
of Law (including common law) regulating, relating to or imposing liability
or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect.
"ERISA": the Employee Retirement Income Security Act of 1974, as
-----
amended from time to time.
"Eurocurrency Reserve Requirements": for any day as applied to a
---------------------------------
Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on such
day (including, without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board of Governors of the
Federal Reserve System or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities"
in Regulation D of such Board) maintained by a member bank of such System.
"Eurodollar Base Rate": with respect to each day during each Interest
--------------------
Period pertaining to a Eurodollar Loan, the rate per annum equal to the
rate at which CIBC-Bank is offered Dollar deposits at or about 10:00 A.M.,
New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the eurodollar and
foreign currency and exchange operations in respect of its Eurodollar Loans
are then being conducted for delivery on the first day of such Interest
Period for the number of days comprised therein and in an amount comparable
to the amount of its Eurodollar Loan to be outstanding during such Interest
Period.
"Eurodollar Loans": Loans the rate of interest applicable to which is
----------------
based upon the Eurodollar Rate.
"Eurodollar Rate": with respect to each day during each Interest
---------------
Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):
Eurodollar Base Rate
----------------------------------------
1.00 - Eurocurrency Reserve Requirements
6
<PAGE>
"Event of Default": any of the events specified in Section 7,
----------------
provided that any requirement for the giving of notice, the lapse of time,
--------
or both, or any other condition, has been satisfied.
"Excess Cash Flow": for any period, Operating Cash Flow for such
----------------
period minus the sum of (a) Fixed Charges for such period, (b) capital
expenditures during such period for acquisitions permitted in accordance
with subsection 6.9 and (c) plus decreases in Consolidated Working Capital
(or less increases in Consolidated Working Capital) (d) plus reasonable
reserves established by the Borrower in accordance with GAAP; provided that
--------
for purposes of this definition, the following items shall be excluded from
changes in Consolidated Working Capital: cash, Cash Equivalents, the
current portion of long-term Indebtedness and the principal balance of the
Revolving Credit Loans.
"FDIC": the Federal Deposit Insurance Corporation or any successor
----
thereto.
"Federal Funds Rate": for any particular date, an interest rate per
------------------
annum equal to the interest rate (rounded upward to the nearest 1/16th of
1%) offered in the interbank market to CIBC-Bank as the overnight Federal
Funds Rate at or about 10:00 A.M., New York City time, on such day (or, if
such day is not a Business Day, for the next preceding Business Day).
"Financing Lease": any lease of property, real or personal, the
---------------
obligations of the lessee in respect of which are required in accordance
with GAAP to be capitalized on a balance sheet of the lessee.
"Fixed Charges": for any period, the sum of the following with
-------------
respect to the Borrower and its Restricted Subsidiaries: (i) Debt Service
for such period, (ii) lease payments during such period (to the extent not
deducted in determining consolidated net income for such period and not
constituting a capital expenditure during such period), (iii) non-
acquisition capital expenditures during such period, (iv) cash payments
during such period of Deferred Management Compensation (other than the
$2,000,000 payment permitted to be made by the Borrower on the date of the
Original Credit Agreement) and (v) tax distributions during such period.
"Fixed Charge Coverage": for any period, Operating Cash Flow for such
---------------------
period divided by Fixed Charges for such period.
"Foreign Subsidiary": any Subsidiary of the Borrower organized under
------------------
the laws of any jurisdiction outside the United States of America.
7
<PAGE>
"GAAP": generally accepted accounting principles in the United States
----
of America consistent with those utilized in preparing the audited
financial statements referred to in subsection 3.1.
"Gleason: Mr. Kevin Gleason, a Limited Partner of the Borrower.
-------
"Global Consent": the consent to be executed by each Loan Party other
--------------
than the Borrower, substantially in the form of Exhibit C hereto.
"Global Security Agreement": the agreement, substantially in the form
-------------------------
of Exhibit B to the Original Credit Agreement, executed and delivered by
each Loan Party pursuant to the Original Credit Agreement pursuant to which
Liens securing the Obligations have been created on all the issued and
outstanding Capital Stock of the Managing General Partner, the Borrower and
each Subsidiary of the Borrower and on all of the other assets of the
Borrower, as amended, supplemented or otherwise modified from time to time.
"Governmental Authority": any nation or government, any state or
----------------------
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.
"Guarantee Obligation": as to any Person (the "guaranteeing person"),
-------------------- -------------------
any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to
induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
or other obligations (the "primary obligations") of any other third Person
-------------------
(the "primary obligor") in any manner, whether directly or indirectly,
---------------
including, without limitation, any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary
obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the owner
of any such primary obligation against loss in respect thereof; provided,
--------
however, that the term Guarantee Obligation shall not include endorsements
-------
of instruments for
8
<PAGE>
deposit or collection in the ordinary course of business. The amount of
any Guarantee Obligation of any guaranteeing person shall be deemed to be
the lower of (a) an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Guarantee Obligation is
made and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which
such guaranteeing person may be liable are not stated or determinable, in
which case the amount of such Guarantee Obligation shall be such
guaranteeing person's maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith.
"Indebtedness": of any Person at any date, (a) all indebtedness of
------------
such Person for borrowed money or for the deferred purchase price of
property or services (other than current trade liabilities incurred in the
ordinary course of business and payable in accordance with customary
practices), (b) any other indebtedness of such Person which is evidenced by
a note, bond, debenture or similar instrument, (c) all obligations of such
Person under Financing Leases, (d) all obligations of such Person in
respect of acceptances issued or created for the account of such Person and
(e) all liabilities secured by any Lien on any property owned by such
Person even though such Person has not assumed or otherwise become liable
for the payment thereof.
"Insolvency": with respect to any Multiemployer Plan, the condition
----------
that such Plan is insolvent within the meaning of Section 4245 of ERISA.
"Insolvent": pertaining to a condition of Insolvency.
---------
"Interest Coverage Ratio": for any period, Operating Cash Flow for
-----------------------
such period divided by Interest Expense for such period.
"Interest Expense": the aggregate amount of interest paid or payable
----------------
during the relevant period by the Borrower and its Restricted Subsidiaries
in respect of Indebtedness (taking into account net amounts payable or
receivable during such period under interest rate swaps, caps, collars and
other hedging agreements), including any interest, fees and costs paid or
accrued under the Loan Documents (excluding closing costs and fees).
"Interest Payment Date": (a) as to any ABR Loan, the last day of each
---------------------
March, June, September and December, (b) as to any Eurodollar Loan having
an Interest Period of three months or less, the last day of such Interest
Period, and (c) as to any Eurodollar Loan having an Interest Period
9
<PAGE>
longer than three months, each day which is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period.
"Interest Period": with respect to any Eurodollar Loan:
---------------
(a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar
Loan and ending one, two, three, six or, if agreed to by all Lenders,
twelve months thereafter, as selected by the Borrower in its notice of
borrowing or notice of conversion, as the case may be, given with
respect thereto; and
(b) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar Loan and
ending one, two, three, six or, if agreed to by all Lenders, twelve
months thereafter, as selected by the Borrower by irrevocable notice
to the Agent not less than three Business Days prior to the last day
of the then current Interest Period with respect thereto;
provided that, all of the foregoing provisions relating to Interest Periods
--------
are subject to the following:
(1) if any Interest Period pertaining to a Eurodollar Loan would
otherwise end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless
the result of such extension would be to carry such Interest Period
into another calendar month in which event such Interest Period shall
end on the immediately preceding Business Day;
(2) any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date;
(3) any Interest Period pertaining to a Eurodollar Loan that
begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day
of a calendar month; and
(4) the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Eurodollar Loan.
"Leverage Ratio": on any date, Total Debt on such date divided by
--------------
Operating Cash Flow for the then most recently
10
<PAGE>
ended period of four consecutive fiscal quarters for which the Borrower
shall have delivered financial statements to the Lenders pursuant to
subsection 5.1(a) or (b).
"Lien": any mortgage, pledge, hypothecation, assignment, deposit
----
arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement
and any Financing Lease having substantially the same economic effect as
any of the foregoing).
"Limited Partners": the collective reference to Adams, the Adams Sons
----------------
and Gleason.
"Loan Documents": this Agreement, the Revolving Credit Notes, the
--------------
Mortgages, the Mortgages, the Global Security Agreement and the Global
Consent.
"Loan Parties": the Borrower, the Managing General Partner, each
------------
owner of shares of Capital Stock of the Managing General Partner, the
Limited Partners and each Subsidiary of the Borrower which is a party to a
Loan Document.
"Managing General Partner": Adams Outdoor Advertising, Inc., a
------------------------
Minnesota corporation.
"Material Adverse Effect": a material adverse effect on (a) the
-----------------------
business, operations, property, condition (financial or otherwise) or
prospects of the Borrower and its Restricted Subsidiaries taken as a whole
or (b) the validity or enforceability of this or any of the other Loan
Documents or the rights or remedies of the Agent or the Lenders hereunder
or thereunder.
"Material Environmental Amount": an amount payable by the Borrower
-----------------------------
and/or its Subsidiaries in excess of $500,000 for remedial costs,
compliance costs, compensatory damages, punitive damages, fines, penalties
or any combination thereof.
"Materials of Environmental Concern": any gasoline or petroleum
----------------------------------
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation,
asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.
"Mortgage": each of the Mortgages, substantially in the form of
--------
Exhibit D to the Original Credit Agreement,
11
<PAGE>
executed and delivered by the Borrower pursuant to the Original Credit
Agreement, as amended, supplemented or otherwise modified from time to
time.
"Multiemployer Plan": a Plan which is a multiemployer plan as defined
------------------
in Section 4001(a)(3) of ERISA.
"Net Proceeds": of any event of a type described in subsection
------------
2.4(c), an amount equal to the gross proceeds thereof net of any and all
costs and expenses reasonably incurred by the Borrower or any Restricted
Subsidiary, as the case may be, in connection therewith, including, without
limitation, legal or brokerage fees, and any taxes payable or any taxes
that would have been payable by the Borrower had it been a C corporation,
with respect thereto.
"Non-Excluded Taxes": as defined in subsection 2.17.
------------------
"Operating Cash Flow": for any period, the sum of (a) consolidated
-------------------
net income (excluding barter gains and losses and extraordinary, unusual
and non-recurring gains and losses (including, without limitation, net
gains or losses on disposals of property and equipment)) of the Borrower
and its Restricted Subsidiaries for such period plus (b) the sum of the
following to the extent deducted in determining such consolidated net
income: depreciation, amortization, interest expense, tax expense and any
other non-cash expense and Deferred Management Compensation (including,
without limitation, any Deferred Management Compensation paid on the
Closing Date); provided, however, that for purposes of this definition, any
-------- -------
acquisition or disposition by the Borrower or any Restricted Subsidiary of
assets constituting an operating business or of the stock of any Person
which shall occur during any period shall be deemed to have occurred on the
first day of such period, and Operating Cash Flow shall be computed on the
basis of such assumption.
"PA Outdoor, Inc.": a Pennsylvania corporation which is a Restricted
----------------
Subsidiary.
"Participant": as defined in subsection 9.6(b).
-----------
"PBGC": the Pension Benefit Guaranty Corporation established pursuant
----
to Subtitle A of Title IV of ERISA.
"Permitted Disposition": any sale or other disposition of property,
---------------------
business or assets permitted by subsection 6.6(d).
"Permitted Holder": means Adams, his spouse and legal descendants and
----------------
trusts for the exclusive benefit of any of the foregoing persons.
12
<PAGE>
"Permitted Restricted Payments": Restricted Payments, as hereinafter
-----------------------------
defined, made (a) subsequent to the date of delivery to the Lenders
pursuant to subsection 5.1(a) of the audited financial statements of the
Borrower for any fiscal year and prior to the last day of the fiscal year
immediately succeeding such fiscal year, (b) only if such the Leverage
Ratio as at the last day of such fiscal year (as reflected in such
financial statements) is at least 4.5 to 1.0 and (c) in an aggregate amount
for such fiscal year not in excess of the lesser of (i) the portion of
Excess Cash Flow for such fiscal year that is not required to be used to
reduce the Commitments pursuant to subsection 2.4(d) hereof and (ii)
$1,000,000.
"Person": an individual, partnership, corporation, business trust,
------
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Phantom Stock Agreements": the agreements entered into, in writing,
------------------------
between the Borrower and certain of its employees, and any comparable
subordinated incentive compensation agreements with its employees,
providing for incentive compensation on the basis of the increase in value
of the Borrower or a division or Restricted Subsidiary thereof.
"Plan": at a particular time, any employee benefit plan which is
----
covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.
"Pro Forma Debt Service": for any period, the sum of (a) the amount
----------------------
(which may in no event be less than zero) determined by subtracting the
amount of the Commitments scheduled to be in effect at the end of such
period from the aggregate principal amount of the Revolving Credit Loans
outstanding at the beginning of such period and (b) the aggregate amount of
Interest Expense reasonably expected to be incurred during such period
(taking into account all scheduled reductions in principal during such
period and, in the case of interest which is calculated on a floating
basis, assuming that the rate in effect at the beginning of such period
will remain in effect throughout such period).
"Properties": as defined in subsection 3.17.
----------
"Register": as defined in subsection 9.6(d).
--------
"Regulation U": Regulation U of the Board of Governors of the Federal
------------
Reserve System as in effect from time to time.
13
<PAGE>
"Reorganization": with respect to any Multiemployer Plan, the
--------------
condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.
"Reportable Event": any of the events set forth in Section 4043(b) of
----------------
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. (S)
2615.
"Required Lenders": at any time, Lenders the Commitment Percentages
----------------
of which aggregate more than 66-2/3%.
"Requirement of Law": as to any Person, the Certificate of
------------------
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.
"Restricted Payment": as defined in subsection 6.7.
------------------
"Responsible Officer": the chief executive officer and the president
-------------------
of the Borrower or, with respect to financial matters, the chief financial
officer of the Borrower.
"Restricted Subsidiary": any subsidiary of the Borrower other than an
---------------------
Unrestricted Subsidiary. Unless otherwise qualified, all references to a
"Restricted Subsidiary" or to "Restricted Subsidiaries" in this
Agreement shall refer to a Restricted Subsidiary or Restricted Subsidiaries
of the Borrower.
"Revolving Credit Commitment": as to any Lender, the obligation of
---------------------------
such Lender to make Revolving Credit Loans to the Borrower in an aggregate
principal amount at any one time outstanding not to exceed the amount set
forth under the heading "Revolving Credit Commitments" opposite such
Lender's name on Schedule 1.1, as such amount may be changed from time to
time pursuant to this Agreement.
"Revolving Credit Commitment Period": the period from and including
----------------------------------
the date hereof to but not including the Termination Date or such earlier
date on which the Revolving Credit Commitments shall terminate as provided
herein.
"Revolving Credit Loans": as defined in subsection 2.1.
----------------------
"Revolving Credit Note": as defined in subsection 2.5(e).
---------------------
14
<PAGE>
"Security Documents": the collective reference to the Mortgages, the
------------------
Global Security Agreement, and all other security documents hereafter
delivered to the Agent granting a Lien on any asset or assets of any Person
to secure the obligations and liabilities of the Borrower hereunder and
under any of the other Loan Documents or to secure any guarantee of any
such obligations and liabilities.
"Senior Notes": the 10.75% Unsecured Senior Notes due 2006 of the
------------
Borrower to be issued pursuant to the Indenture, dated March 12, 1996,
between the Borrower and United States Trust Company of New York, as
Trustee.
"Single Employer Plan": any Plan which is covered by Title IV of
--------------------
ERISA, but which is not a Multiemployer Plan.
"Subsidiary": as to any Person, a corporation, partnership or other
----------
entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person.
"Tax Distributions": Distributions to the partners of the Borrower,
-----------------
calculated to include income and gain in excess of any prior allocation of
loss and deduction, based on estimates of the amount of federal, state and
local income taxes that the Borrower would be required to pay with respect
to a fiscal year as if, for the applicable fiscal year, the Borrower were
treated as a C corporation incorporated under the laws of the State of
Minnesota rather than as a partnership; provided that (a) the aggregate
--------
amount of such distributions in respect of any period does not exceed the
aggregate amount of income taxes that would have been payable by the
Borrower in respect of its operations for such period if the Borrower were
taxed as a C corporation and (b) such distributions are made only when and
to the extent that such partners are obligated to make estimated and final
tax payments in accordance with applicable law.
"Termination Date": December 31, 2001.
----------------
"Total Debt": Indebtedness of the Borrower and its Restricted
----------
Subsidiaries plus Guarantee Obligations of the Borrower and its Restricted
Subsidiaries of Indebtedness of any other Person, all as determined on a
consolidated basis.
"Tranche": the collective reference to Eurodollar Loans the then
-------
current Interest Periods with respect to all
15
<PAGE>
16
of which begin on the same date and end on the same later date (whether or
not such Eurodollar Loans shall originally have been made on the same day).
"Transferee": as defined in subsection 9.6(f).
----------
"Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
----
Loan.
"Unrestricted Subsidiary": Adams In-Store Advertising, LLC, a
-----------------------
Minnesota limited liability company, a Subsidiary of the Borrower.
1.2 Other Definitional Provisions. (a) Unless otherwise specified
-----------------------------
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes or any certificate or other document made or delivered
pursuant hereto.
(b) As used herein and in any Notes, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Borrower and its Restricted Subsidiaries not defined in subsection 1.1 and
accounting terms partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.
(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.
(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
2.1 Revolving Credit Commitments. (a) Subject to the terms and
----------------------------
conditions hereof, each Lender severally agrees to make revolving credit loans
("Revolving Credit Loans") to the Borrower from time to time during the
----------------------
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed the amount of such Lender's Commitment. During the Commitment
Period the Borrower may use the Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.
(b) The Revolving Credit Loans may from time to time be (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the
Borrower and notified to the Agent in accordance with subsections 2.2 and 2.7,
provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after
- --------
the day that is one month prior to the Termination Date.
<PAGE>
17
2.2 Procedure for Revolving Credit Borrowing. The Borrower may
----------------------------------------
borrow under the Commitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Agent irrevocable notice (which notice
- --------
must be received by the Agent prior to 10:00 A.M., New York City time, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b)
one Business Day prior to the requested Borrowing Date, otherwise), specifying
(i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof
and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
amounts of each such Type of Loan and the lengths of the initial Interest
Periods therefor. Each borrowing under the Commitments shall be in an amount
equal to (x) in the case of ABR Loans, $100,000 or a whole multiple thereof (or,
if the then Available Commitments are less than $100,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of
$100,000 in excess thereof. Upon receipt of any such notice from the Borrower,
the Agent shall promptly notify each Lender thereof. Each Lender will make the
amount of its pro rata share of each borrowing available to the Agent for the
account of the Borrower at the office of the Agent specified in subsection 10.2
prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the
Borrower in funds immediately available to the Agent. Such borrowing will then
be made available to the Borrower by the Agent crediting the account of the
Borrower on the books of such office with the aggregate of the amounts made
available to the Agent by the Lenders and in like funds as received by the
Agent.
2.3 Commitment Fee. The Borrower agrees to pay to the Agent for the
--------------
account of each Lender a commitment fee for the period from and including the
first day of the Commitment Period to the Termination Date, computed at the rate
of .50% per annum on the average daily amount of the Available Commitment of
such Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Termination Date or such earlier date as the Commitments shall terminate as
provided herein, commencing on the first of such dates to occur after the date
hereof.
2.4 Termination or Reduction of Commitments. (a) The Borrower shall
---------------------------------------
have the right, upon not less than five Business Days' notice to the Agent, to
terminate the Commitments or, from time to time, to reduce the amount of the
Commitments. Any such reduction shall be in an amount equal to $100,000 or a
whole multiple thereof and shall reduce permanently the Commitments then in
effect.
(b) On the last day of each March, June, September and December to
occur during each of the calendar years set forth below, the Commitment of each
Lender shall be reduced by such
<PAGE>
18
Lender's Commitment Percentage of one-fourth (or, in the case of 2001, all) of
the amount set forth below opposite such calendar year:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1998 $ 4,000,000
1999 $ 8,000,000
2000 $10,000,000
2001 $13,000,000
</TABLE>
(c) In the event that the Borrower or any of its Restricted
Subsidiaries shall receive any Net Proceeds from (i) a Permitted Disposition,
(ii) the removal of any sign (whether as a result of condemnation proceedings or
otherwise), (iii) any insurance policy covering any loss with respect to any of
its property, plant or equipment or (iv) any litigation, the Commitments shall
be automatically reduced on the date of receipt thereof by an amount equal to
such Net Proceeds, provided, that if on or before such date the Borrower shall
--------
deliver to the Agent a certificate stating that the Borrower intends to utilize
such proceeds to acquire new signs or other assets or to repair any property,
plant or equipment with respect to which an insured loss shall have occurred or
to replace any removed sign, then the Borrower may do so and the Commitments
shall be automatically reduced on the date which is one year following the date
of receipt thereof by the portion of such Net Proceeds, if any, not utilized
within such one-year period to acquire new signs or other assets or to repair
any property, plant or equipment with respect to which an insured loss shall
have occurred or to replace any removed sign, provided, however, that, if a
-------- -------
Default or Event of Default shall occur during such one-year period on or before
any portion of any such Net Proceeds shall be so utilized, the Commitments shall
(provided that such Default or Event of Default shall be then continuing) be
--------
automatically reduced by an amount equal to such unutilized portion on the date
on which the Agent shall so notify the Borrower.
(d) If the Leverage Ratio as of the last day of any fiscal year,
commencing with the fiscal year ending December 31, 1998, is equal to or greater
than 4.5 to 1.0, then on the earlier of (i) the date of delivery of the audited
financial statements for such fiscal year pursuant to subsection 5.1(a) and (ii)
March 31 of the succeeding calendar year, the Commitments shall be reduced
automatically by an amount equal to 50% of the Excess Cash Flow for such fiscal
year.
2.5 Repayment of Revolving Credit Loans; Evidence of Debt. (a) The
-----------------------------------------------------
Borrower hereby unconditionally promises to pay to the Agent for the account of
each Lender the then unpaid principal amount of each Revolving Credit Loan of
such Lender on the Termination Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 7). The
<PAGE>
19
Borrower hereby further agrees to pay interest on the unpaid principal amount of
the Revolving Credit Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in subsection 2.9.
(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Revolving Credit Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.
(c) The Agent shall maintain the Register pursuant to subsection
9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i)
the amount of each Revolving Credit Loan made hereunder, the Type thereof and
each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) both the amount of any sum received by the Agent
hereunder from the Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.5(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
----- -----
obligations of the Borrower therein recorded; provided, however, that the
-------- -------
failure of any Lender or the Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the obligation of the
Borrower to repay (with applicable interest) the Revolving Credit Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Agent by any
Lender, the Borrower will execute and deliver to such Lender a promissory note
of the Borrower evidencing the Revolving Credit Loans of such Lender,
substantially in the form of Exhibit A with appropriate insertions as to date
and principal amount (a "Revolving Credit Note").
---------------------
2.6 Optional Prepayments; Mandatory Prepayments. (a) The Borrower
-------------------------------------------
may at any time and from time to time prepay the Revolving Credit Loans, in
whole or in part, without premium or penalty, upon, in the case of Eurodollar
Loans, at least three Business Days' irrevocable notice to the Agent, and in the
case of ABR Loans, at least one Business Day's irrevocable notice to the Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans or ABR Loans thereof. Upon receipt of any such notice the
Agent shall promptly notify each Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection
2.16. Partial prepayments shall
<PAGE>
20
be in an aggregate principal amount of $100,000 or a whole multiple thereof.
(b) If, after giving effect to any reduction of the Commitments
pursuant to subsection 2.4, the aggregate principal amount of Revolving Credit
Loans then outstanding exceeds the Commitments as so reduced, the Borrower shall
prepay the Revolving Credit Loans in an amount equal to such excess. Each
prepayment of the Revolving Credit Loans pursuant to this subsection 2.6(b)
shall be accompanied by payment in full of all accrued interest thereon to and
including the date of such prepayment, together with any additional amounts
owing pursuant to subsection 2.16.
2.7 Conversion and Continuation Options. (a) The Borrower may elect
-----------------------------------
from time to time to convert Eurodollar Loans to ABR Loans by giving the Agent
at least two Business Days' prior irrevocable notice of such election; provided
--------
that any such conversion of Eurodollar Loans may only be made on the last day of
an Interest Period with respect thereto. The Borrower may elect from time to
time to convert ABR Loans to Eurodollar Loans by giving the Agent at least three
Business Days' prior irrevocable notice of such election. Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest
Period or Interest Periods therefor. Upon receipt of any such notice the Agent
shall promptly notify each Lender thereof. All or any part of outstanding
Eurodollar Loans and ABR Loans may be converted as provided herein, provided
--------
that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Agent has or the Required Lenders
have determined that such a conversion is not appropriate and (ii) no ABR Loan
may be converted into a Eurodollar Loan after the date that is one month prior
to the Termination Date.
(b) Any Eurodollar Loans may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
notice to the Agent, in accordance with the applicable provisions of the term
"Interest Period" set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Eurodollar Loans, provided that no
--------
Eurodollar Loan may be continued as such (i) when any Event of Default has
occurred and is continuing and the Agent has or the Required Lenders have
determined that such a continuation is not appropriate or (ii) after the date
that is one month prior to the Termination Date provided, further, that if the
-------- -------
Borrower shall fail to give such notice or if such continuation is not permitted
such Eurodollar Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period.
2.8 Minimum Amounts and Maximum Number of Tranches. All borrowings,
----------------------------------------------
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after
<PAGE>
21
giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole
multiple of $100,000 in excess thereof. In no event shall there be more than
five Eurodollar Tranches outstanding at any time.
2.9 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
--------------------------------
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.
(b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.
(c) If all or a portion of (i) any principal of any Revolving Credit
Loan, (ii) any interest payable thereon, (iii) any commitment fee or (iv) any
other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), the principal of the Revolving Credit
Loans and any such overdue interest, commitment fee or other amount shall bear
interest at a rate per annum which is (x) in the case of principal, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this subsection plus 2% or (y) in the case of any such overdue interest,
commitment fee or other amount, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
overdue principal, interest, commitment fee or other amount is paid in full (as
well after as before judgment).
(d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (d) of this
--------
subsection shall be payable from time to time on demand.
2.10 Computation of Interest and Fees. (a) Commitment fees and,
--------------------------------
whenever it is calculated on the basis of the prime rate of CIBC-Bank, interest
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed; and, otherwise, interest shall be calculated
on the basis of a 360-day year for the actual days elapsed. The Agent shall as
soon as practicable notify the Borrower and the Lenders of each determination of
a Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective. The Agent shall as soon as practicable notify the
Borrower and the Lenders of the effective date and the amount of each such
change in interest rate.
(b) Each determination of an interest rate by the Agent pursuant to
any provision of this Agreement shall be conclusive and binding on the Borrower
and the Lenders in the
<PAGE>
22
absence of manifest error. The Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the Agent in
determining any interest rate pursuant to subsection 2.9(a) or (c).
2.11 Inability to Determine Interest Rate. If prior to the first day
------------------------------------
of any Interest Period:
(a) the Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist
for ascertaining the Eurodollar Rate for such Interest Period, or
(b) the Agent shall have received notice from the Majority Lenders
that the Eurodollar Rate determined or to be determined for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period,
the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as ABR Loans, (y) any ABR Loans that were to have been converted
on the first day of such Interest Period to Eurodollar Loans shall be converted
to or continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be
converted, on the first day of such Interest Period, to ABR Loans. Until such
notice has been withdrawn by the Agent, no further Eurodollar Loans shall be
made or continued as such, nor shall the Borrower have the right to convert ABR
Loans to Eurodollar Loans.
2.12 Pro Rata Treatment and Payments. (a) Each borrowing by the
-------------------------------
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee hereunder and any reduction of the Commitments of the Lenders
shall be made pro rata according to the respective Commitment Percentages of the
Lenders. Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Revolving Credit Loans shall be made pro rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans then held by the Lenders. All payments (including prepayments) to
be made by the Borrower hereunder, whether on account of principal, interest,
fees or otherwise, shall be made without set off or counterclaim and shall be
made prior to 12:00 Noon, New York City time, on the due date thereof to the
Agent, for the account of the Lenders, at the Agent's office specified in
subsection 10.2, in Dollars and in immediately available funds. The Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received. If any payment hereunder becomes due and payable on a
<PAGE>
23
day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
(b) Unless the Agent shall have been notified in writing by any
Lender prior to a borrowing that such Lender will not make the amount that would
constitute its Commitment Percentage of such borrowing available to the Agent,
the Agent may assume that such Lender is making such amount available to the
Agent, and the Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to
the Agent by the required time on the Borrowing Date therefor, such Lender shall
pay to the Agent, on demand, such amount with interest thereon at a rate equal
to the daily average Federal Funds Effective Rate for the period until such
Lender makes such amount immediately available to the Agent. A certificate of
the Agent submitted to any Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error. If such
Lender's Commitment Percentage of such borrowing is not made available to the
Agent by such Lender within three Business Days of such Borrowing Date, the
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to ABR Loans hereunder, on demand, from the Borrower.
2.13 Illegality. Notwithstanding any other provision herein, if the
----------
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert ABR Loans to Eurodollar Loans shall forthwith be cancelled and (b) such
Lender's Revolving Credit Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to ABR Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs
on a day which is not the last day of the then current Interest Period with
respect thereto, the Borrower shall pay to such Lender such amounts, if any, as
may be required pursuant to subsection 2.16.
2.14 Requirements of Law. (a) If the adoption of or any change in
-------------------
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:
(i) shall subject any Lender to any tax of any kind whatsoever
with respect to this Agreement, any Note or any Eurodollar Loan made by it,
or change the basis of taxation of payments to such Lender in respect
thereof (except for
<PAGE>
24
Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of
tax on the overall net income of such Lender);
(ii) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets held
by, deposits or other liabilities in or for the account of, advances, loans
or other extensions of credit by, or any other acquisition of funds by, any
office of such Lender which is not otherwise included in the determination
of the Eurodollar Rate hereunder; or
(iii) shall impose on such Lender any other condition; and the
result of any of the foregoing is to increase the cost to such Lender, by
an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender such additional amount or amounts
as will compensate such Lender for such increased cost or reduced amount
receivable.
(b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, the Borrower shall promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction arising from and after the later of (i) the effective date of such
adoption of or change in any Requirement of Law or (ii) the date which is 60
days prior to the date of the receipt by the Borrower of notice from such Lender
of the nature of the change and the amount of such change.
(c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower (with a copy
to the Agent) of the event by reason of which it has become so entitled. A
certificate as to any additional amounts payable pursuant to this subsection
submitted by such Lender to the Borrower (with a copy to the Agent) shall be
conclusive in the absence of manifest error. The agreements in this subsection
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.
<PAGE>
25
2.15 Taxes. (a) All payments made by the Borrower under this
-----
Agreement and any Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Agent or any Lender as a result of a
present or former connection between the Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any Revolving Credit Note). If any such non-excluded taxes,
levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded
------------
Taxes") are required to be withheld from any amounts payable to the Agent or any
- -----
Lender hereunder or under any Note, the amounts so payable to the Agent or such
Lender shall be increased to the extent necessary to yield to the Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
-------- -------
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof if such Lender fails to
comply with the requirements of paragraph (b) of this subsection. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agent and the Lenders for
any incremental taxes, interest or penalties that may become payable by the
Agent or any Lender as a result of any such failure. The agreements in this
subsection shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.
(b) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof shall:
(i) deliver to the Borrower and the Agent (A) two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, or
successor applicable form, as the case may be, and (B) an Internal Revenue
Service Form W-8 or W-9, or successor applicable form, as the case may be;
<PAGE>
26
(ii) deliver to the Borrower and the Agent two further copies of
any such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any
event requiring a change in the most recent form previously delivered by it
to the Borrower; and
(iii) obtain such extensions of time for filing and complete
such forms or certifications as may reasonably be requested by the Borrower
or the Agent;
unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the Agent.
Such Lender shall certify (i) in the case of a Form 1001 or 4224, that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (ii) in the case of a
Form W-8 or W-9, that it is entitled to an exemption from United States backup
withholding tax. Each Person that shall become a Lender or a Participant
pursuant to subsection 9.6 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms and statements required
pursuant to this subsection, provided that in the case of a Participant such
Participant shall furnish all such required forms and statements to the Lender
from which the related participation shall have been purchased.
2.16 Indemnity. The Borrower agrees to indemnify each Lender and to
---------
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Revolving
Credit Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Bank on such amount
by placing such amount on deposit for a
<PAGE>
27
comparable period with leading banks in the interbank eurodollar market. This
covenant shall survive the termination of this Agreement and the payment of the
Revolving Credit Loans and all other amounts payable hereunder.
SECTION 3. REPRESENTATIONS AND WARRANTIES
To induce the Agent and the Lenders to enter into this Agreement and
to make the Revolving Credit Loans, the Borrower hereby represents and warrants
to the Agent and each Lender that:
3.1 Financial Condition. The consolidated balance sheet of the
-------------------
Borrower and its consolidated Restricted Subsidiaries as at December 31, 1995
and the related consolidated statements of income and of cash flows for the
fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of
which have heretofore been furnished to each Lender, are complete and correct
and present fairly the consolidated financial condition of the Borrower and its
consolidated Restricted Subsidiaries as at such date, and the consolidated
results of their operations and their consolidated cash flows for the fiscal
year then ended. The unaudited consolidated balance sheet of the Borrower and
its consolidated Restricted Subsidiaries as at September 30, 1996 and the
related unaudited consolidated statements of income and of cash flows for the
nine-month period ended on such date, certified by a Responsible Officer, copies
of which have heretofore been furnished to each Lender, are complete and correct
and present fairly the consolidated financial condition of the Borrower and its
consolidated Restricted Subsidiaries as at such date, and the consolidated
results of their operations and their consolidated cash flows for the nine-month
period then ended (subject to normal year-end audit adjustments). All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants or Responsible Officer,
as the case may be, and as disclosed therein). Neither the Borrower nor any of
its consolidated Restricted Subsidiaries had, at the date of the most recent
balance sheet referred to above, any material Guarantee Obligation, contingent
liability or liability for taxes, or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto. During the period from September
30, 1996 to and including the date hereof there has been no sale, transfer or
other disposition by the Borrower or any of its consolidated Restricted
Subsidiaries of any material part of its business or property and no purchase or
other acquisition of any business or property (including any capital stock of
any other Person) material in relation to the consolidated financial condition
of the Borrower and its consolidated Restricted Subsidiaries at September 30,
1996, other than the acquisition of substantially
<PAGE>
28
all the assets of the Pocono region operations of Matthew Outdoor Advertising
Co., L.P.
3.2 No Change. Since September 30, 1996 (a) there has been no
---------
development or event which has had or could have a Material Adverse Effect and
(b) no distributions have been paid or made upon the partnership interests in
the Borrower nor have any of the partnership interests in the Borrower been
redeemed, retired, purchased or otherwise acquired for value by the Borrower or
any of its Restricted Subsidiaries.
3.3 Existence; Compliance with Law. Each of the Borrower and its
------------------------------
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification and (d) is in compliance
with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, have a Material Adverse Effect.
3.4 Power; Authorization; Enforceable Obligations. The Borrower and
---------------------------------------------
each other Loan Party has the power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and to borrow
hereunder and has taken all necessary action to authorize the borrowings on the
terms and conditions of this Agreement and any Notes and to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party. No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Loan Documents to which the
Borrower or any other Loan Party is a party. This Agreement has been, and each
other Loan Document to which it is a party will be, duly executed and delivered
on behalf of the Borrower and each other Loan Party. This Agreement
constitutes, and each other Loan Document to which it is a party when executed
and delivered will constitute, a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
3.5 No Legal Bar. The execution, delivery and performance of the
------------
Loan Documents to which the Borrower and each other Loan Party is a party, the
borrowings hereunder and the use
<PAGE>
29
of the proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of the Borrower or of any of its Restricted Subsidiaries or any other
Loan Party and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation.
3.6 No Material Litigation. Except as set forth on Schedule 3.6, no
----------------------
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Restricted Subsidiaries or
against any of its or their respective properties or revenues (a) with respect
to any of the Loan Documents or any of the transactions contemplated hereby or
thereby, or (b) which could reasonably be expected to have a Material Adverse
Effect.
3.7 No Default. Neither the Borrower nor any of its Restricted
----------
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.
3.8 Ownership of Property; Liens. Each of the Borrower and its
----------------------------
Restricted Subsidiaries has good record and marketable title in fee simple to,
or a valid leasehold interest in, all its real property, and good title to, or a
valid leasehold interest in, all its other property, and none of such property
is subject to any Lien except as permitted by subsection 6.3.
3.9 Intellectual Property. The Borrower and each of its Restricted
---------------------
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). No claim has been asserted and is pending by any
- ----------------------
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim. The use of such
Intellectual Property by the Borrower and its Restricted Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.
<PAGE>
30
3.10 No Burdensome Restrictions. No Requirement of Law or
--------------------------
Contractual Obligation of the Borrower or any of its Restricted Subsidiaries
could reasonably be expected to have a Material Adverse Effect.
3.11 Taxes. Each of the Borrower and its Restricted Subsidiaries has
-----
filed or caused to be filed all tax returns which, to the knowledge of the
Borrower, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Restricted Subsidiaries, as the case may be); no
tax Lien has been filed, and, to the knowledge of the Borrower, no claim is
being asserted, with respect to any such tax, fee or other charge.
3.12 Federal Regulations. No part of the proceeds of any Loans will
-------------------
be used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation G or Regulation U of the
Board of Governors of the Federal Reserve System as now and from time to time
hereafter in effect. If requested by any Lender or the Agent, the Borrower will
furnish to the Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-1 or FR Form U-1 referred to in
said Regulation G or Regulation U, as the case may be.
3.13 ERISA. Neither a Reportable Event nor an "accumulated funding
-----
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no
Lien in favor of the PBGC or a Plan has arisen, during such five-year period.
The present value of all accrued benefits under each Single Employer Plan (based
on those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits. Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the
Borrower nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.
<PAGE>
31
3.14 Investment Company Act; Other Regulations. The Borrower is not
-----------------------------------------
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. The
Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board of Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.
3.15 Subsidiaries. As of the date hereof, the Borrower does not have
------------
any Subsidiaries other than PA Outdoor, Inc. and the Unrestricted Subsidiary.
3.16 Purpose of Revolving Credit Loans. The proceeds advanced on the
---------------------------------
Closing Date (as defined in the Original Credit Agreement) with respect to the
initial Revolving Credit Loan were used only to pay costs, fees and expenses
incurred by the Borrower with respect to the Original Credit Agreement and, to
the extent not so used, to repay certain Indebtedness owed to Heller Financial,
Inc. The proceeds of all other Revolving Credit Loans shall be used by the
Borrower to refinance existing debt, to finance capital expenditures, permitted
acquisitions and for working capital purposes in the ordinary course of
business.
3.17 Environmental Matters. Except as set forth on Schedule 3.17:
---------------------
(a) The facilities and properties owned, leased or operated by the
Borrower or any of its Subsidiaries (the "Properties") do not contain, and
----------
have not previously contained, any Materials of Environmental Concern in
amounts or concentrations which (i) constitute or constituted a violation
of, or (ii) could reasonably be expected to give rise to liability under,
any Environmental Law except in either case insofar as such violation or
liability, or any aggregation thereof, is not reasonably likely to result
in the payment of a Material Environmental Amount.
(b) The Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, in all
material respects with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the business operated
by the Borrower or any of its Subsidiaries (the "Business") which could
--------
materially interfere with the continued operation of the Properties or
materially impair the fair saleable value thereof.
(c) Neither the Borrower nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business,
nor
<PAGE>
32
does the Borrower have knowledge or reason to believe that any such notice
will be received or is being threatened except insofar as such notice or
threatened notice, or any aggregation thereof, does not involve a matter or
matters that is or are reasonably likely to result in the payment of a
Material Environmental Amount.
(d) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a
location which could reasonably be expected to give rise to liability
under, any Environmental Law, nor have any Materials of Environmental
Concern been generated, treated, stored or disposed of at, on or under any
of the Properties in violation of, or in a manner that could reasonably be
expected to give rise to liability under, any applicable Environmental Law
except insofar as any such violation or liability referred to in this
paragraph, or any aggregation thereof, is not reasonably likely to result
in the payment of a Material Environmental Amount.
(e) No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be
named as a party with respect to the Properties or the Business, nor are
there any consent decrees or other decrees, consent orders, administrative
orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to the Properties or
the Business except insofar as such proceeding, action, decree, order or
other requirement, or any aggregation thereof, is not reasonably likely to
result in the payment of a Material Adverse Amount.
(f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related
to the operations of the Borrower or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability
under Environmental Laws except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, is not
reasonably likely to result in the payment of a Material Environmental
Amount.
3.18 Regulation H. No Mortgage encumbers improved real property
------------
which is located in an area that has been identified by the Secretary of Housing
and Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968.
<PAGE>
33
3.19 Accuracy and Completeness of Information. No fact is known to
----------------------------------------
the Borrower which has had or could reasonably be expected to have a Material
Adverse Effect, which has not been disclosed to the Lenders by the Borrower in
writing prior to the date hereof. No document furnished or statement made in
writing to the Lenders by the Borrower in connection with the negotiation,
preparation or execution of or pursuant to this Agreement or any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state any such material fact necessary in order to make the statements contained
therein not misleading, in either case which has not been corrected,
supplemented or remedied by subsequent documents furnished or statements made in
writing to the Lenders prior to the date hereof.
3.20 Solvency. On the date hereof, (a) the property, at the fair
--------
valuation, of the Borrower exceeds the Borrower's debts, (b) the Borrower is
able to pay its liability on its debts as such debts become absolute and
matured, and (c) the Borrower has sufficient capital with which to conduct its
business. For purposes of this subsection, "debt" means "liability on a claim",
"claim" means any (i) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.
3.21 Leaseholds, Permits, etc. Except as set forth on Schedule 3.21,
-------------------------
the Borrower possesses or has the right to use, all leaseholds, easements,
franchises and permits and all authorizations and other rights which are
material to and necessary for the conduct of its business. Except as set forth
on such Schedule, and except for such noncompliance with the foregoing which
could not reasonably be expected to have a Material Adverse Effect, all of the
foregoing are in full force and effect, and the Borrower is in substantial
compliance with the foregoing without any known conflict with the valid rights
of others. Except as set forth in such Schedule, no event has occurred which
permits, or after notice or lapse of time or both would permit, the revocation
or termination of any such leasehold, easement, franchise, license or other
right, which termination or revocation would, considered as a whole reasonably
be expected to have a Material Adverse Effect, except that certain of the
leasehold interests of the Borrower which, taken in the aggregate, may be
material to the Borrower, are tenancies at will which may be terminated by the
lessor thereunder at any time upon delivery of the requisite notice required by
state law.
3.22 Signs. The Borrower has delivered to Agent a complete and
-----
correct list of the location by county and state of
<PAGE>
34
each sign owned by the Borrower and its Restricted Subsidiaries as of the date
hereof.
3.23 Ownership of Borrower and Managing General Partner. Schedule
--------------------------------------------------
3.23 accurately sets forth the ownership of the Borrower and of the Managing
General Partner as of the date hereof.
3.24 Real Property. The Borrower has delivered to the Agent a
-------------
detailed description, including the location by county and state, of each parcel
of real property owned by the Borrower and its Restricted Subsidiaries as of the
date hereof.
3.25 Phantom Stock Agreements. The Borrower has delivered to Agent a
------------------------
complete and correct copy of each Phantom Stock Agreement in effect as of the
date hereof.
SECTION 4. CONDITIONS PRECEDENT
4.1 Conditions to Effectiveness. The effectiveness of this Agreement
---------------------------
is subject to the satisfaction on or before December 15, 1996 of the following
conditions precedent:
(a) Loan Documents. The Agent shall have received (i) this
--------------
Agreement, executed and delivered by a duly authorized officer of the
Borrower, with a counterpart for each Lender, (ii) the Global Consent,
executed and delivered by a duly authorized officer of each Loan Party
other than the Borrower, with a counterpart or a conformed copy for each
Lender and (iii) each of the Mortgage Supplements, each executed and
delivered by a duly authorized officer of the party thereto, with a
counterpart or a conformed copy for each Lender.
(b) Proceedings of the Borrower. The Agent shall have received, with
---------------------------
a counterpart for each Lender, a copy of the resolutions, in form and
substance satisfactory to the Agent, of the Borrower, in the form of
resolutions of the Board of Directors of the Managing General Partner
authorizing (i) the execution, delivery and performance of this Agreement
and the other Loan Documents to which it is a party, (ii) the borrowings
contemplated hereunder and (iii) the granting by it of the Liens created
pursuant to the Security Documents, certified by the Secretary or an
Assistant Secretary of the Managing General Partner as of the Closing Date,
which certificate shall be in form and substance satisfactory to the Agent
and shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded.
(c) Borrower Incumbency Certificate. The Agent shall have received,
-------------------------------
with a counterpart for each Lender, a Certificate of the Borrower, dated
the Closing Date, as to
<PAGE>
35
the incumbency and signature of the officers of the Managing General
Partner executing any Loan Document satisfactory in form and substance to
the Agent, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of the Managing General Partner.
(d) Corporate Proceedings of the Managing General Partner. The
-----------------------------------------------------
resolutions described in subsection 4.1(b) above shall include the
resolutions, in form and substance satisfactory to the Agent, of the Board
of Directors of the Managing General Partner authorizing (i) the execution,
delivery and performance of the Loan Documents to which the Managing
General Partner is a party and (ii) the granting by it of the Liens created
pursuant to the Global Security Agreement, certified by the Secretary or an
Assistant Secretary of the Managing General Partner as of the Closing Date,
which certificate shall be in form and substance satisfactory to the Agent
and shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded.
(e) Managing General Partner Incumbency Certificate. The Incumbency
-----------------------------------------------
Certificate described in subsection 4.1(c) above shall include a
certificate of the Managing General Partner, dated the Closing Date, as to
the incumbency and signature of the officers of the Managing General
Partner executing any Loan Document satisfactory in form and substance to
the Agent, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of the Managing General Partner.
(f) Organizational Documents. The Agent shall have received, with a
------------------------
counterpart for each Lender, true and complete copies of the partnership
agreement, or as the case may be, certificate of incorporation and by-laws
of each Loan Party which is not a natural person, certified as of the
Closing Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary of the Managing General Partner.
(g) Fees. The Agent shall have received the fees to be received on
----
the Closing Date as separately agreed upon with the Borrower.
(h) Legal Opinion. The Agent shall have received, with a counterpart
-------------
for each Lender, the executed legal opinion of Kaplan, Strangis and Kaplan,
P.A., counsel to the Borrower, substantially in the form of Exhibit E; such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Agent may reasonably require;.
4.2 Conditions to Each Revolving Credit Loan. The agreement of each
----------------------------------------
Lender to make any Revolving Credit Loan
<PAGE>
36
requested to be made by it on any date (including, without limitation, its
initial Revolving Credit Loan) is subject to the satisfaction of the following
conditions precedent:
(a) Representations and Warranties. Each of the representations and
------------------------------
warranties made by the Borrower or any other Loan Party in or pursuant to
the Loan Documents shall be true and correct in all material respects on
and as of such date as if made on and as of such date.
(b) No Default. No Default or Event of Default shall have occurred
----------
and be continuing on such date or after giving effect to the Revolving
Credit Loans requested to be made on such date.
(c) Additional Matters. All corporate and other proceedings, and all
------------------
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement the other Loan Documents shall
be satisfactory in form and substance to the Agent, and the Agent shall
have received such other documents and legal opinions in respect of any
aspect or consequence of the transactions contemplated hereby or thereby as
it shall reasonably request.
Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this subsection have been satisfied.
SECTION 5. AFFIRMATIVE COVENANTS
The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Agent hereunder or under any
other Loan Document, the Borrower shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its Restricted
Subsidiaries to:
5.1 Financial Statements. Furnish to each Lender:
--------------------
(a) as soon as available, but in any event within 120 days after the
end of each fiscal year of the Borrower, a copy of the consolidated balance
sheet of the Borrower and its consolidated Restricted Subsidiaries as at
the end of such year and the related consolidated statements of income and
retained earnings and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on
without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by KPMG Peat Marwick
LLP or other independent certified public accountants of nationally
recognized standing;
<PAGE>
37
(b) as soon as available, but in any event not later than 45 days
after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited consolidated balance sheet of the
Borrower and its consolidated Restricted Subsidiaries as at the end of such
quarter and the related unaudited consolidated statements of income and
retained earnings and of cash flows of the Borrower and its consolidated
Restricted Subsidiaries for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible Officer
as being fairly stated in all material respects (subject to normal year-end
audit adjustments);
(c) within 20 days of each month-end, monthly operating statements,
with unaudited balance sheets and income statements on a market-by-market
basis for each of the Borrower's markets and on a consolidated basis,
including in each case a comparison to budget and to the prior fiscal year;
and
(d) concurrently with the information furnished in accordance with
subsections 5.2(a), (b) and (c) above, corresponding financial statements
for the Unrestricted Subsidiary.
All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
5.2 Certificates; Other Information. Furnish to each Lender:
-------------------------------
(a) concurrently with the delivery of the financial statements
referred to in subsection 5.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating
that in making the examination necessary therefor no knowledge was obtained
of any Default or Event of Default, except as specified in such
certificate;
(b) concurrently with the delivery of the financial statements
referred to in subsections 5.1(a), (b) and (c), (x) a certificate of a
Responsible Officer stating that, to the best of such Officer's knowledge,
during such period (i) no Restricted Subsidiary has been formed or acquired
(or, if any such Restricted Subsidiary has been formed or acquired, the
Borrower has complied with the requirements of subsection 5.10 with respect
thereto), (ii) neither the Borrower nor any of its Restricted Subsidiaries
has changed
<PAGE>
38
its name, its principal place of business, its chief executive office or
the location of any material item of tangible Collateral without complying
with the requirements of this Agreement and the Security Documents with
respect thereto, (iii) the Borrower has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in
this Agreement and the other Loan Documents to be observed, performed or
satisfied by it, and that such Officer has obtained no knowledge of any
Default or Event of Default except as specified in such certificate and (y)
a certificate of a Responsible Officer, substantially in the form of
Exhibit C (the "Compliance Certificate"), showing in detail reasonably
----------------------
satisfactory to the Agent compliance by the Borrower with the covenants
contained in subsections 6.1 (except that such Compliance Certificate
delivered with respect to the first two months of any fiscal quarter need
not show such compliance with subsections 6.1(a), (b) and (d)), 6.8, 6.9(e)
and 6.15 and, to the extent not otherwise required to be delivered pursuant
to subsection 5.1 and 5.2, statements of the Borrower's and its Restricted
Subsidiaries' cash flows for the periods covered by such covenants with
respect to which compliance is to be demonstrated in such Compliance
Certificate, and a computation of the amount of the Borrower's and its
Restricted Subsidiaries' capital expenditures made during such period and
during the portion of the fiscal year through the end of the period covered
by such Compliance Certificate;
(c) not later than thirty days prior to the end of each fiscal year
of the Borrower, a copy of the projections by the Borrower of the operating
budget and cash flow budget of the Borrower and its Restricted Subsidiaries
for the succeeding fiscal year, such projections to be accompanied by a
certificate of a Responsible Officer to the effect that such projections
have been prepared on the basis of sound financial planning practice and
that such Officer has no reason to believe they are incorrect or misleading
in any material respect;
(d) not later than April 15 of any year, commencing April 15, 1997, a
report prepared by the Chief Financial Officer of the Borrower and
concurred with by the Borrower's auditors (i) calculating the amount of
federal, state and local income taxes that would have been payable by the
Borrower in respect of its operations for the immediately preceding year if
the Borrower were taxed as a C corporation and (ii) comparing the amount
described in clause (i) immediately preceding with the aggregate amount of
Tax Distributions made in respect of such immediately preceding year;
<PAGE>
39
(e) within five days after the same are sent, copies of all financial
statements and reports which the Borrower sends to its partners as a group;
and
(f) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.
5.3 Payment of Obligations. Pay, discharge or otherwise satisfy in
----------------------
all material respects at or before maturity or before they become delinquent, as
the case may be, all its obligations of whatever nature, except where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Restricted Subsidiaries, as the
case may be.
5.4 Maintenance of Existence. Preserve, renew and keep in full force
------------------------
and effect its corporate existence and take all reasonable action to maintain
all rights, privileges and franchises necessary or desirable in the normal
conduct of its business except as otherwise permitted pursuant to subsection
6.5; comply with all Contractual Obligations and Requirements of Law except to
the extent that failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.
5.5 Maintenance of Property; Insurance. Keep all property useful and
----------------------------------
necessary in its business in good working order and condition; maintain with
financially sound and reputable insurance companies insurance on all Collateral
in accordance with the requirements of the relevant Security Document, and
maintain with respect to all its other property insurance in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and furnish to each Lender, upon written request, full information as
to the insurance carried.
5.6 Inspection of Property; Books and Records; Discussions. Keep
------------------------------------------------------
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants.
<PAGE>
40
5.7 Notices. Promptly give notice to the Agent and each Lender of:
-------
(a) the occurrence of any Default or Event of Default;
(b) any (i) default or event of default under any Contractual
Obligation in excess of $500,000 of the Borrower or any of its Subsidiaries
or (ii) litigation, investigation or proceeding which may exist at any time
between the Borrower or any of its Subsidiaries and any Governmental
Authority, which in the case of clause (ii), if not cured or if adversely
determined, as the case may be, could reasonably be expected to have a
Material Adverse Effect;
(c) any litigation or proceeding affecting the Borrower or any of its
Subsidiaries in which the amount involved is $250,000 or more and not
covered by insurance or in which injunctive or similar relief is sought;
(d) the following events, as soon as possible and in any event within
30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to
any Plan, a failure to make any required contribution to a Plan, the
creation of any Lien in favor of the PBGC or a Plan or any withdrawal from,
or the termination, Reorganization or Insolvency of, any Multiemployer Plan
or (ii) the institution of proceedings or the taking of any other action by
the PBGC or the Borrower or any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from, or the terminating,
Reorganization or Insolvency of, any Plan; and
(e) any other development or event which could reasonably be expected
to have a Material Adverse Effect.
Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.
5.8 Environmental Laws. (a) Comply with, and ensure compliance by
------------------
all tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and ensure that
all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so could not be reasonably expected to have a Material Adverse
Effect.
(b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all
<PAGE>
41
material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are
being contested in good faith by appropriate proceedings and the pendency of
such proceedings could not be reasonably expected to have a Material Adverse
Effect.
5.9 Environmental Reports. If a Default or Event of Default caused
---------------------
by any representation made pursuant to subsection 3.17 proving to have been
incorrect or any failure to comply with subsection 5.8 shall have occurred and
be continuing, at the request of the Required Lenders through the Agent, provide
to the Lenders within 60 days after such request, at the expense of the
Borrower, an environmental site assessment report for the Properties which are
the subject of such Default or Event of Default, prepared by an environmental
consulting firm reasonably acceptable to the Agent, describing in reasonable
detail the circumstances giving rise to such Default or Event of Default the
estimated cost of remediation thereof.
5.10 Further Assurances. Upon the request of the Agent, promptly
------------------
perform or cause to be performed any and all acts and execute or cause to be
executed any and all documents (including, without limitation, financing
statements and continuation statements) for filing under the provisions of the
Uniform Commercial Code or any other Requirement of Law which are necessary or
advisable to maintain in favor of the Agent, for the benefit of the Lenders,
Liens on the Collateral that are duly perfected in accordance with all
applicable Requirements of Law.
5.11 Additional Collateral. (a) With respect to any assets acquired
---------------------
after the Closing Date by the Borrower or any of its Restricted Subsidiaries
that are intended to be subject to the Lien created by any of the Security
Documents but which are not so subject (other than (x) any assets described in
paragraph (b) or (c) of this subsection and (y) immaterial assets a Lien on
which cannot be perfected by filing UCC-1 financing statements), promptly (and
in any event within 30 days after the acquisition thereof): (i) execute and
deliver to the Agent such amendments to the relevant Security Documents or, in
the case of real property, such Mortgages or such other documents as the Agent
shall deem necessary or advisable to grant to the Agent, for the benefit of the
Lenders, a Lien on such assets, (ii) take all actions necessary or advisable to
cause such Lien to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the Agent, and (iii) if
requested by the Agent, deliver to the Agent Lien searches and legal opinions
relating to the matters described in clauses (i) and (ii) immediately preceding,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Agent.
<PAGE>
42
(b) With respect to any Person that, subsequent to the Closing Date,
becomes a Restricted Subsidiary (other than a Foreign Restricted Subsidiary),
promptly upon the request of the Agent: (i) execute and deliver to the Agent,
for the benefit of the Lenders, a new pledge agreement or such amendments to the
Global Security Agreement as the Agent shall deem necessary or advisable to
grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock
of such Restricted Subsidiary which is owned by the Borrower or any of its
Restricted Subsidiaries, (ii) deliver to the Agent the certificates representing
such Capital Stock, together with undated stock powers executed and delivered in
blank by a duly authorized officer of the Borrower or such Restricted
Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A)
to become a party to the Global Security Agreement, in each case pursuant to
documentation which is in form and substance satisfactory to the Agent, and (B)
to take all actions necessary or advisable to cause the Lien created by the
Global Security Agreement to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the Agent and (iv) if
requested by the Agent, deliver to the Agent legal opinions relating to the
matters described in clauses (i), (ii) and (iii) immediately preceding, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Agent.
(c) With respect to any Person that, subsequent to the Closing Date,
becomes a Foreign Subsidiary, promptly upon the request of the Agent: (i)
execute and deliver to the Agent a new pledge agreement or such amendments to
the Global Security Agreement as the Agent shall deem necessary or advisable to
grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock
of such Foreign Subsidiary which is owned by the Borrower or any of its Foreign
Subsidiaries (provided that in no event shall more than 65% of the Capital Stock
of any such Foreign Subsidiary be required to be so pledged), (ii) deliver to
the Agent any certificates representing such Capital Stock, together with
undated stock powers executed and delivered in blank by a duly authorized
officer of the Borrower or such Foreign Subsidiary, as the case may be, and take
or cause to be taken all such other actions under the law of the jurisdiction of
organization of such Foreign Subsidiary as may be necessary or advisable to
perfect such Lien on such Capital Stock and (iii) if requested by the Agent,
deliver to the Agent legal opinions relating to the matters described in clauses
(i) and (ii) immediately preceding, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Agent.
(d) Deliver to the Agent in respect of each parcel covered by each
Mortgage executed and delivered to the Agent subsequent to the date hereof
pursuant to subsection 5.11(a), a mortgagee's title policy (or policies) or
marked up unconditional
<PAGE>
43
binder for such insurance. Each such policy shall (i) be in an amount
satisfactory to the Agent; (ii) be issued at ordinary rates; (iii) insure that
the Mortgage insured thereby creates a valid first Lien on such parcel free and
clear of all defects and encumbrances, except such as may be approved by the
Agent; (iv) name the Agent for the benefit of the Lenders as the insured
thereunder; (v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70);
(vi) contain such endorsements and affirmative coverage as the Agent may request
and (vii) be issued by title companies satisfactory to the Agent (including any
such title companies acting as co-insurers or reinsurers, at the option of the
Agent). The Agent shall have received evidence satisfactory to it that all
premiums in respect of each such policy, and all charges for mortgage recording
tax, if any, have been paid.
(e) Deliver to the Agent a copy of all recorded documents referred
to, or listed as exceptions to title in, the title policy or policies referred
to in subsection 5.11(d) and a copy, certified by such parties as the Agent may
deem appropriate, of all other documents affecting the property covered by each
Mortgage executed and delivered to the Agent subsequent to the date hereof
pursuant to subsection 5.11(a).
(f) If requested by the Agent, deliver to the Agent in connection
with each Mortgage executed and delivered to the Agent subsequent to the date
hereof pursuant to subsection 5.11(a), (i) a policy of flood insurance which (A)
covers any parcel of improved real property which is encumbered by such
Mortgage, (B) is written in an amount not less than the outstanding principal
amount of the indebtedness secured by such Mortgage which is reasonably
allocable to such real property or the maximum limit of coverage made available
with respect to the particular type of property under the National Flood
Insurance Act of 1968, whichever is less, and (C) has a term ending not earlier
than the maturity of the indebtedness secured by such Mortgage and (ii)
confirmation that the Borrower has received the notice required pursuant to
Section 208(e)(3) of Regulation H of the Board of Governors of the Federal
Reserve System.
5.12 Key Man Life Insurance. Obtain, within 30 days form the Closing
----------------------
Date, a key man life insurance policy on the life of Kevin Gleason, in the
amount of at least $1,000,000, and enter into documentation reasonably
satisfactory to the Agent to assign the Borrower's rights under such key man
life insurance policy to the Agent for the ratable benefit of the Lenders.
5.13 Phase I Environmental Reports. Furnish to the Agent, within 60
-----------------------------
days from the Closing Date, copies of Phase I environmental reports prepared by
a nationally recognized environmental consulting firm or firms satisfactory to
the Agent on behalf of the Borrower covering such properties of the Borrower as
shall be satisfactory to the Agent.
<PAGE>
44
SECTION 6. NEGATIVE COVENANTS
The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Agent hereunder or under any
other Loan Document, the Borrower shall not, and (except with respect to
subsection 6.1) shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:
6.1 Financial Condition Covenants.
-----------------------------
(a) Interest Coverage. Permit the ratio of Operating Cash Flow to
-----------------
Interest Expense for any period of four consecutive fiscal quarters (or, in
the case of each of the first three full fiscal quarters following the
Closing Date, for the respective periods of one, two and three consecutive
fiscal quarters) ending during any "Test Period" set forth below to be less
than the ratio set forth opposite such Test Period below:
<TABLE>
<CAPTION>
Test Period Interest Coverage Ratio
----------- -----------------------
<S> <C>
Closing Date to 6/29/97 1.50 to 1.00
6/30/97 to 6/29/98 1.60 to 1.00
6/30/98 to 6/29/99 1.70 to 1.00
6/30/99 to 12/30/99 1.80 to 1.00
12/31/99 to 12/30/2000 1.90 to 1.00
12/31/2000 to Termination Date 2.00 to 1.00
</TABLE>
(b) Fixed Charge Coverage. Permit the ratio of Operating Cash Flow to
---------------------
Fixed Charges for any period of four consecutive fiscal quarters (or, in
the case of each of the first three full fiscal quarters following the
Closing Date, for the respective periods of one, two and three consecutive
fiscal quarters) ending during any "Test Period" set forth below to be less
than or equal to the ratio set forth opposite such Test Period below:
<TABLE>
<CAPTION>
Test Period Fixed Charge Coverage Ratio
----------- ---------------------------
<S> <C>
Closing Date through 12/31/99 1.10 to 1.00
1/1/2000 and thereafter 1.15 to 1.00
</TABLE>
<PAGE>
45
(c) Leverage Ratio. Permit the Leverage Ratio at any time during any
--------------
"Test Period" set forth below to exceed the ratio set forth opposite such
Test Period below:
<TABLE>
<CAPTION>
Test Period Leverage Ratio
----------- --------------
<S> <C>
Closing Date to 6/29/97 5.75 to 1.00
6/30/97 to 12/30/97 5.50 to 1.00
12/31/97 to 6/29/98 5.25 to 1.00
6/30/98 to 12/30/98 5.00 to 1.00
12/31/98 to 12/30/99 4.75 to 1.00
12/31/99 to 12/30/2000 4.50 to 1.00
12/31/2000 to Termination Date 4.00 to 1.00
</TABLE>
(d) Pro Forma Debt Service Coverage Ratio. Permit the ratio of (i)
-------------------------------------
Operating Cash Flow for any period of four consecutive fiscal quarters to
(ii) Pro Forma Debt Service for the immediately succeeding period of four
consecutive fiscal quarters to be less than 1.25 to 1.00.
6.2 Limitation on Indebtedness. Create, incur, assume or suffer to
--------------------------
exist any Indebtedness, except:
(a) Indebtedness of the Borrower under this Agreement;
(b) Indebtedness of the Borrower to any Subsidiary and of any
Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;
(c) Indebtedness of the Borrower and any of its Restricted
Subsidiaries incurred to finance the acquisition of fixed or capital assets
(whether pursuant to a loan, a Financing Lease or otherwise) in an
aggregate principal amount not exceeding as to the Borrower and its
Restricted Subsidiaries $1,500,000 at any time outstanding;
(d) Indebtedness outstanding on the date hereof and listed on
Schedule 6.2;
(e) Indebtedness of a Person which becomes a Restricted Subsidiary
after the date hereof, provided that (i) such indebtedness existed at the
--------
time such Person became a Restricted Subsidiary and was not created in
anticipation thereof and (ii) immediately after giving effect to the
acquisition of such Person by the Borrower no Default or Event of Default
shall have occurred and be continuing;
(f) Indebtedness of the Borrower under the Senior Notes; and
(g) until paid using proceeds for the issuance of the Senior Notes as
provided in subsection 4.1(l) hereof, the Indebtedness to be Refinanced.
<PAGE>
46
6.3 Limitation on Liens. Create, incur, assume or suffer to exist
-------------------
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:
(a) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with
--------
respect thereto are maintained on the books of the Borrower or its
Restricted Subsidiaries, as the case may be, in conformity with GAAP (or,
in the case of Foreign Restricted Subsidiaries, generally accepted
accounting principles in effect from time to time in their respective
jurisdictions of incorporation);
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which are
not overdue for a period of more than 60 days or which are being contested
in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;
(d) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
Borrower or such Restricted Subsidiary;
(f) Liens in existence on the date hereof listed on Schedule 6.3,
securing Indebtedness permitted by subsection 6.2(d), provided that no such
--------
Lien is spread to cover any additional property after the Closing Date and
that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower and its Restricted
Subsidiaries permitted by subsection 6.2(c) incurred to finance the
acquisition of fixed or capital assets, provided that (i) such Liens shall
--------
be created substantially simultaneously with the acquisition of such fixed
or capital assets, (ii) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness, (iii) the amount of
Indebtedness secured thereby is not increased and (iv) the principal amount
of
<PAGE>
47
Indebtedness secured by any such Lien shall at no time exceed 100% of the
original purchase price of such property;
(h) Liens on the property or assets of a corporation which becomes a
Restricted Subsidiary after the date hereof securing Indebtedness permitted
by subsection 6.2(e), provided that (i) such Liens existed at the time such
--------
corporation became a Restricted Subsidiary and were not created in
anticipation thereof, (ii) any such Lien is not spread to cover any
property or assets of such corporation after the time such corporation
becomes a Restricted Subsidiary, and (iii) the amount of Indebtedness
secured thereby is not increased;
(i) Until the Closing Date, the Liens securing the Indebtedness to be
Refinanced; and
(j) Liens created pursuant to the Security Documents.
6.4 Limitation on Guarantee Obligations. Create, incur, assume or
-----------------------------------
suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the date hereof and listed
on Schedule 6.4; and
(b) guarantees made in the ordinary course of its business by the
Borrower of obligations of any of its Restricted Subsidiaries, which
obligations are otherwise permitted under this Agreement.
6.5 Limitation on Fundamental Changes. Enter into any merger,
---------------------------------
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:
(a) any Restricted Subsidiary of the Borrower may be merged or
consolidated with or into the Borrower (provided that the Borrower shall be
--------
the continuing or surviving corporation) or with or into any one or more
wholly owned Restricted Subsidiaries of the Borrower (provided that the
--------
wholly owned Restricted Subsidiary or Restricted Subsidiaries shall be the
continuing or surviving corporation); and
(b) any wholly owned Restricted Subsidiary may sell, lease, transfer
or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or any other wholly owned
Restricted Subsidiary of the Borrower.
<PAGE>
48
6.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
----------------------------
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Restricted Subsidiary,
issue or sell any shares of such Restricted Subsidiary's Capital Stock to any
Person other than the Borrower or any wholly owned Restricted Subsidiary,
except:
(a) the sale or other disposition of property in the ordinary course
of business;
(b) the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the
compromise or collection thereof;
(c) as permitted by subsection 6.5(b); and
(d) the sale or other disposition of any other property, business or
assets; provided that the aggregate book value of all property, business
--------
and assets so sold or disposed of shall not exceed an amount equal to 10%
of Operating Cash Flow of the Borrower and its Restricted Subsidiaries for
the year ending December 31, 1995; provided further that (i) there exists
-------- -------
no Default or Event of Default before or after such sale or other
disposition, (ii) the Commitments are reduced in connection therewith to
the extent required by subsection 2.4(c), (iii) such sale or other
disposition is effected on an arm's length basis and (iv) with respect to
any such sale having a purchase price in excess of $250,000, either (x) at
least 85% of the purchase price thereof shall be payable in cash or Cash
Equivalents or (y) after giving effect to such sale, the Borrower will hold
in the aggregate no more than $1,000,000 of such sale proceeds other than
in cash or Cash Equivalents.
6.7 Limitation on Dividends. Make or pay any distributions in
-----------------------
respect of the partnership interests in the Borrower or purchase, redeem or
otherwise acquire any such partnership interest (any of the foregoing, a
"Restricted Payment"), except that, so long as (a) no Default or Event of
- -------------------
Default shall have occurred and be continuing at the time of or immediately
after giving effect thereto, and (b) (except in the case of Tax Distributions
with respect to the 1995 fiscal year) there shall have been delivered to each
Lender a certificate of the Borrower's Chief Financial Officer confirming the
accuracy of the statement referred to in clause (a) immediately preceding, and
certifying that, after giving effect to such Restricted Payment, the Borrower
will be in compliance on a pro forma basis with the covenants contained in
subsection 6.1 from the date of such Restricted Payment and setting forth in
reasonable detail the computations supporting the statements made in such
<PAGE>
49
certificate, the Borrower may make (i) Tax Distributions and (ii) Permitted
Restricted Payments.
6.8 Limitation on Investments, Loans and Advances. Make any advance,
---------------------------------------------
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any Person, except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(c) loans and advances to employees of the Borrower or its Restricted
Subsidiaries for travel, entertainment and relocation expenses in the
ordinary course of business in an aggregate amount for the Borrower and its
Restricted Subsidiaries not to exceed $200,000 at any one time outstanding;
(d) investments by the Borrower in its Restricted Subsidiaries and
investments by such Restricted Subsidiaries in the Borrower and in other
Restricted Subsidiaries;
(e) investments by the Borrower in, and loans and advances by the
Borrower to, its Unrestricted Subsidiary in an aggregate amount not to
exceed $2,500,000 at any one time outstanding;
(f) the acquisition by the Borrower of substantially all the assets
of Morgan Newsome Monroe, Inc. on the terms and conditions set forth in
Schedule 6.8; and
(g) acquisitions the aggregate purchase price payable for which does
not exceed $15,000,000 in the aggregate or $5,000,000 in any fiscal year,
provided that no such acquisition shall be permitted unless (i) no Default
--------
or Event of Default shall have occurred and be continuing at the time of
such acquisition or would result therefrom, (ii) in the case of any
acquisition for which the aggregate purchase price is greater than or equal
to $3,000,000, after giving effect to such acquisition the Borrower will be
in compliance on a pro forma basis with the covenants contained in
subsection 6.1 from the date of such acquisition, (iii) the business and/or
assets which are the subject of such acquisition are located within markets
being serviced by the Borrower on the date hereof, (iv) such acquisition
shall have been negotiated on an arms-length basis and (v) in the case of
any acquisition for which the aggregate purchase price is greater than or
equal to $3,000,000, not less than 20 Business Days prior to the date of
consummation of such acquisition the Borrower shall have delivered to each
Lender information reasonably satisfactory to each Lender regarding
<PAGE>
50
such acquisition (including, without limitation, information with respect
to revenue, cash flow, purchase price and number of signs acquired
(categorized by sign type)) and a certificate of the Borrower's Chief
Financial Officer confirming the statements made in clauses (i) and (ii)
above and setting forth in reasonable detail the computations supporting
the statements made in such certificate.
6.9 Limitation on Optional Payments and Modifications of Debt
---------------------------------------------------------
Instruments. (a) Make any optional payment or prepayment on or redemption or
- -----------
purchase of any of the Senior Notes or Indebtedness (other than the Loans) or
(b) amend, modify or change, or consent or agree to any amendment, modification
or change to any of the terms relating to the payment or prepayment of principal
of or interest on, any such Senior Notes, or of Indebtedness (other than any
such amendment, modification or change which would extend the maturity or reduce
the amount of any payment of principal thereof or which would reduce the rate or
extend the date for payment of interest thereon).
6.10 Limitation on Transactions with Affiliates. Enter into any
------------------------------------------
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Borrower's or such Subsidiary's business and (c) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate.
6.11 Limitation on Changes in Fiscal Year. Permit the fiscal year of
------------------------------------
the Borrower to end on a day other than December 31.
6.12 Limitation on Negative Pledge Clauses. Enter into with any
-------------------------------------
Person any agreement, other than (a) this Agreement, (b) the Indenture relating
to the Senior Notes and (c) any industrial revenue bonds, purchase money
mortgages or Financing Leases permitted by this Agreement (in which cases, any
prohibition or limitation shall only be effective against the assets financed
thereby), which prohibits or limits the ability of the Borrower or any of its
Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired.
6.13 Limitation on Lines of Business. Enter into any business,
-------------------------------
either directly or through any Restricted Subsidiary, except for the owning,
operating or managing of the outdoor advertising business or out-of-house media
business.
6.14 Limitation on Deferred Management Compensation. Make or permit
----------------------------------------------
to be made any payments of Deferred Management
<PAGE>
51
Compensation, except for payments thereof in an aggregate amount not to exceed
(a) $2,000,000 in fiscal year 1996 or (b) $1,000,000 in any fiscal year
thereafter (provided that, to the extent that the aggregate amount of such
--------
payments made in any fiscal year are less than $1,000,000, an amount equal to
such difference shall be added to the permitted amount for the immediately
succeeding fiscal year); provided that no such payment shall be permitted unless
--------
(i) no Default or Event of Default shall have occurred and be continuing at the
time of such payment or would result therefrom, (ii) after giving effect to such
payment the Borrower will be in compliance on a pro forma basis with the
covenants contained in subsection 6.1 from the date of such acquisition, (iii)
it is made in any fiscal year subsequent to the date of delivery to the Lenders
pursuant to subsection 5.1(a) of the audited financial statements of the
Borrower for the fiscal year immediately preceding such fiscal year and prior to
the last day of such fiscal year and (iv) there shall have been delivered to
each Lender a certificate of the Borrower's Chief Financial Officer confirming
the statements made in clauses (i) and (ii) above and setting forth in
reasonable detail the computations supporting the statements made in such
certificate.
6.15 Phantom Stock Agreements. (a) Amend any of the subordination
------------------------
provisions of any Phantom Stock Agreement or amend any other provision of any
such Phantom Stock Agreement in any way which would result in a violation by the
Borrower of the provisions of subsection 6.14 or (b) enter into any new Phantom
Stock Agreement which does not contain substantially identical terms to the
Phantom Stock Agreements in effect on the date hereof (except for the amounts
payable to the respective parties thereto).
6.16 Limitation on Non-Acquisition Capital Expenditures. Make any
--------------------------------------------------
non-acquisition capital expenditures in excess of $3,000,000 in any fiscal year,
increased in years after 1996 by $250,000 per year, but not to exceed $4,000,000
in any fiscal year.
SECTION 7. EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(a) The Borrower shall fail to pay any principal of any Revolving
Credit Loan when due in accordance with the terms thereof or hereof; or the
Borrower shall fail to pay any interest on any Loan, or any other amount
payable hereunder, within two days after any such interest or other amount
becomes due in accordance with the terms thereof or hereof; or
<PAGE>
52
(b) Any representation or warranty made or deemed made by the
Borrower or any other Loan Party herein or in any other Loan Document or
which is contained in any certificate, document or financial or other
statement furnished by it at any time under or in connection with this
Agreement or any such other Loan Document shall prove to have been
incorrect in any material respect on or as of the date made or deemed made;
or
(c) The Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in subsections 5.10(d)
and (e) of this Agreement, Section 6 of this Agreement, subsection 5.6,
5.8(b) or 5.9(a) of the Global Security Agreement or Section 6, 7 or 11 of
any Mortgage; or
(d) The Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in paragraphs
(a) through (c) of this Section), and such default shall continue
unremedied for a period of 30 days; or
(e) The Borrower or any of its Restricted Subsidiaries shall (i)
default in any payment of principal of or interest of any Indebtedness
(other than the Loans) or in the payment of any Guarantee Obligation,
beyond the period of grace (not to exceed 30 days), if any, provided in the
instrument or agreement under which such Indebtedness or Guarantee
Obligation was created; or (ii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or
Guarantee Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is
to cause, or to permit the holder or holders of such Indebtedness or
beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause, with the giving of notice if required, such Indebtedness to
become due prior to its stated maturity or such Guarantee Obligation to
become payable; provided, however, that no Default or Event of Default
-------- -------
shall exist under this paragraph unless the aggregate amount of
Indebtedness and/or Guarantee Obligations in respect of which any default
or other event or condition referred to in this paragraph shall have
occurred shall be equal to at least $500,000; or
(f) (i) The Borrower, any of its Subsidiaries, or Adams shall
commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to
have an
<PAGE>
53
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all
or any substantial part of its assets, or the Borrower, any of its
Subsidiaries or Adams shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against the Borrower, any
of its Subsidiaries or Adams any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against the Borrower, any of its Subsidiaries or
Adams any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Borrower, any of its Subsidiaries or Adams shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
the Borrower, any of its Subsidiaries or Adams shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or
(g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
of ERISA), whether or not waived, shall exist with respect to any Plan or
any Lien in favor of the PBGC or a Plan shall arise on the assets of the
Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate,
any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of
the Required Lenders, likely to result in the termination of such Plan for
purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) the Borrower or any
Commonly Controlled Entity shall, or in the reasonable opinion of the
Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect
to a Plan; and in each case in clauses (i) through (vi) above, such event
or
<PAGE>
54
condition, together with all other such events or conditions, if any,
involve an aggregate amount in excess of $500,000; or
(h) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of $500,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof; or
(i) (i) Any of the Security Documents shall cease, for any reason, to
be in full force and effect, or the Borrower or any other Loan Party which
is a party to any of the Security Documents shall so assert or (ii) the
Lien created by any of the Security Documents shall cease to be enforceable
and of the same effect and priority purported to be created thereby; or
(j) There shall occur any Change of Control; or
(k) If the aggregate number of signs owned by the Borrower or any of
its Restricted Subsidiaries at the beginning of any period of twelve
consecutive months that are destroyed or otherwise lost to the Borrower or
such Restricted Subsidiary during such period (whether as a result of a
casualty loss, a governmental condemnation, a termination or expiration of
a lease or otherwise (but excluding as a result of a sale of assets
permitted hereunder)) and that shall not have been replaced by the end of
such period (whether with the proceeds of insurance, condemnation awards or
otherwise) shall exceed (i) in the case of the signs in a single market,
the greater of (x) 10% of the signs in such market at the beginning of such
period and (y) 50 signs or (ii) in the case of the signs in all the
Borrower's markets, a number of signs which, at the beginning of such
period, were contributing to annual advertising revenues of the Borrower
and its Restricted Subsidiaries an aggregate amount equal to more than 5%
of the Borrower's advertising revenues for the Borrower's 1995 fiscal year;
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Required Lenders, the Agent may, or upon
the request of the Required Lenders, the Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the
<PAGE>
55
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Agent may, or upon the request of the Required Lenders,
the Agent shall, by notice to the Borrower, declare the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement to be
due and payable forthwith, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
SECTION 8. THE AGENT
8.1 Appointment. Each Lender hereby irrevocably designates and
-----------
appoints the Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.
8.2 Delegation of Duties. The Agent may execute any of its duties
--------------------
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.
8.3 Exculpatory Provisions. Neither the Agent nor any of its
----------------------
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder
<PAGE>
56
or thereunder. The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.
8.4 Reliance by Agent. The Agent shall be entitled to rely, and
-----------------
shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Agent. The Agent may deem and treat the payee of any Revolving
Credit Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Revolving Credit Loans.
8.5 Notice of Default. The Agent shall not be deemed to have
-----------------
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders. The
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that unless and
--------
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders.
8.6 Non-Reliance on Agent and Other Lenders. Each Lender expressly
---------------------------------------
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by the Agent hereinafter taken, including
any review of the affairs of the Borrower, shall be deemed to constitute any
representation or warranty by the Agent to any Lender. Each
<PAGE>
57
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Revolving
Credit Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower which may come into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.
8.7 Indemnification. The Lenders agree to indemnify the Agent in its
---------------
capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Commitment Percentages in effect on the date on which indemnification
is sought, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Revolving Credit Loans) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of, the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in connection with any of the foregoing; provided that no Lender shall be
--------
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct. The
agreements in this subsection shall survive the payment of the Loans and all
other amounts payable hereunder.
8.8 Agent in Its Individual Capacity. The Agent and its Affiliates
--------------------------------
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower as though the Agent were not the Agent hereunder and
under the other Loan Documents. With respect to the Revolving Credit Loans made
<PAGE>
58
by it, the Agent shall have the same rights and powers under this Agreement and
the other Loan Documents as any Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" and "Lenders" shall include the Agent
in its individual capacity.
8.9 Successor Agent. The Agent may resign as Agent upon 10 days'
---------------
notice to the Lenders. If the Agent shall resign as Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent (provided
that it shall have been approved by the Borrower), shall succeed to the rights,
powers and duties of the Agent hereunder. Effective upon such appointment and
approval, the term "Agent" shall mean such successor agent, and the former
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any of the
parties to this Agreement or any holders of the Revolving Credit Loans. After
any retiring Agent's resignation as Agent, the provisions of this Section 8
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.
SECTION 9. MISCELLANEOUS
9.1 Amendments and Waivers. Neither this Agreement nor any other
----------------------
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Agent may, from time to time, (a) enter into with the Borrower written
amendments, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Borrower
hereunder or thereunder or (b) waive, on such terms and conditions as the
Required Lenders or the Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
--------
however, that no such waiver and no such amendment, supplement or modification
- -------
shall (i) reduce the amount or extend the scheduled date of maturity of any
Revolving Credit Loan, or reduce the stated rate of any interest or fee payable
hereunder or extend the scheduled date of any payment thereof or increase the
aggregate amount or extend the expiration date of any Lender's Commitment or of
any scheduled mandatory reduction thereof, in each case without the consent of
each Lender affected thereby, or (ii) amend, modify or waive any provision of
this subsection or reduce the percentage specified in the definition of Required
Lenders, or consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents or
release all or substantially all of the Collateral, in each case without the
<PAGE>
59
written consent of all the Lenders, or (iii) amend, modify or waive any
provision of Section 8 without the written consent of the then Agent. Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Borrower, the Lenders, the
Agent and all future holders of the Revolving Credit Loans. In the case of any
waiver, the Borrower, the Lenders and the Agent shall be restored to their
former positions and rights hereunder and under the other Loan Documents, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.
9.2 Notices. All notices, requests and demands to or upon the
-------
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand or
by overnight courier, when delivered, (b) in the case of delivery by mail, three
days after being deposited in the mails, postage prepaid, or (c) in the case of
delivery by facsimile transmission, when sent and receipt has been confirmed,
addressed as follows in the case of the Borrower and the Agent, and as set forth
in Schedule 1.1 in the case of the other parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto:
The Borrower: Adams Outdoor Advertising Limited
Partnership
1380 W. Paces Ferry Road, N.W.
Suite 170, South Wing
Atlanta, Georgia 30327
Attention: Mr. Abe Levine
Fax: (404) 233-1901
The Agent: Canadian Imperial Bank of Commerce,
New York Agency
425 Lexington Avenue
New York, New York 10017
Attention: Mr. Matthew Jones
Fax: (212) 856-3558
provided that any notice, request or demand to or upon the Agent or the Lenders
- --------
pursuant to subsection 2.2, 2.4, 2.6, 2.8, 2.9 or 2.14 shall not be effective
until received.
9.3 No Waiver; Cumulative Remedies. No failure to exercise and no
------------------------------
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges
<PAGE>
60
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.
9.4 Survival of Representations and Warranties. All representations
------------------------------------------
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.
9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
-----------------------------
reimburse the Agent for all its out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Agent, (b) to pay or reimburse each Lender and the Agent for all its
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
to each Lender and of counsel to the Agent, (c) to pay, indemnify, and hold each
Lender and the Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Agent harmless from and against
any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents, including, without limitation, any of the foregoing relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower, any of its Subsidiaries or any of
the Properties (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided that the Borrower shall have no obligation
--------
hereunder to the Agent or any Lender with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of the Agent or any such
Lender. The agreements in this subsection shall survive repayment of the
Revolving Credit Loans and all other amounts payable hereunder.
9.6 Successors and Assigns; Participations and Assignments. (a)
------------------------------------------------------
This Agreement shall be binding upon and inure
<PAGE>
61
to the benefit of the Borrower, the Lenders, the Agent and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Lender.
(b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any
------------
Revolving Credit Loan owing to such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Revolving Credit Loan for all purposes under this Agreement and the
other Loan Documents, and the Borrower and the Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except for those specified
in clauses (i) and (ii) of the proviso to subsection 9.1. The Borrower agrees
that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such participating
--------
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 9.7(a) as fully as if it
were a Lender hereunder. The Borrower also agrees that each Participant shall
be entitled to the benefits of subsections 2.14, 2.15 and 2.16 with respect to
its participation in the Commitments and the Revolving Credit Loans outstanding
from time to time as if it was a Lender; provided that, in the case of
--------
subsection 2.15, such Participant shall have complied with the requirements of
said subsection and provided, further, that no Participant shall be entitled to
-------- -------
receive any greater amount pursuant to any such subsection than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.
(c) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable
<PAGE>
62
law, at any time and from time to time assign to any Lender or any affiliate
thereof or, with the consent of the Borrower and the Agent (which in each case
shall not be unreasonably withheld), to an additional bank or financial
institution (an "Assignee") all or any part of its rights and obligations under
--------
this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit F, executed by such Assignee,
such assigning Lender (and, in the case of an Assignee that is not then a Lender
or an affiliate thereof, by the Borrower and the Agent) and delivered to the
Agent for its acceptance and recording in the Register, provided that, in the
--------
case of any such assignment to an additional bank or financial institution, the
sum of the aggregate principal amount of the Revolving Credit Loans and the
aggregate amount of the Available Commitment being assigned is in an amount
equal to at least $5,000,000 (or such lesser amount as may be agreed to by the
Borrower and the Agent). Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Commitment as set forth therein,
and (y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such assigning Lender shall cease to be a party hereto). Notwithstanding any
provision of this paragraph (c) and paragraph (e) of this subsection, the
consent of the Borrower shall not be required, and, unless requested by the
Assignee and/or the assigning Lender, new Revolving Credit Notes shall not be
required to be executed and delivered by the Borrower, for any assignment which
occurs at any time when any of the events described in Section 7(f) shall have
occurred and be continuing.
(d) The Agent, on behalf of the Borrower, shall maintain at the
address of the Agent referred to in subsection 9.2 a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the recordation
--------
of the names and addresses of the Lenders and the Commitment of, and principal
amount of the Revolving Credit Loans owing to, each Lender from time to time.
The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrower, the Agent and the Lenders may (and, in the case of any
Revolving Credit Loan or other obligation hereunder not evidenced by a Revolving
Credit Note, shall) treat each Person whose name is recorded in the Register as
the owner of a Revolving Credit Loan or other obligation hereunder as the owner
thereof for all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary. Any assignment of any Revolving
Credit Loan or other obligation hereunder not evidenced by a Revolving Credit
Note shall be effective only upon appropriate entries with respect thereto being
made in the Register. The Register shall
<PAGE>
63
be available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.
(e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower and the Agent) together
with payment to the Agent of a registration and processing fee of $3,000 payable
by such assignor and/or such Assignee, the Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrower.
(f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
----------
any and all financial information in such Lender's possession concerning the
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered to
such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement.
(g) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Revolving
Credit Loans and Revolving Credit Notes relate only to absolute assignments and
that such provisions do not prohibit assignments creating security interests,
including, without limitation, any pledge or assignment by a Lender of any
Revolving Credit Loan or Revolving Credit Note to any Federal Reserve Bank in
accordance with applicable law.
9.7 Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender")
-------------------- -----------------
shall at any time receive any payment of all or part of its Revolving Credit
Loans, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 7(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Revolving Credit Loans, or
interest thereon, such benefitted Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender's
Revolving Credit Loan, or shall provide such other Lenders with the benefits of
any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that
-------- -------
if all or any portion of such excess payment or benefits is thereafter recovered
from such benefitted Lender, such purchase
<PAGE>
64
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.
(b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to set-
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify
the Borrower and the Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect the
--------
validity of such set-off and application.
9.8 Counterparts. This Agreement may be executed by one or more of
------------
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Agent.
9.9 Severability. Any provision of this Agreement which is
------------
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
9.10 Integration. This Agreement and the other Loan Documents
-----------
represent the agreement of the Borrower, the Agent and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.
9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
-------------
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12 Submission To Jurisdiction; Waivers. The Borrower hereby
-----------------------------------
irrevocably and unconditionally:
<PAGE>
65
(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgement in
respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in subsection 9.2 or at such other
address of which the Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this subsection any special, exemplary, punitive or consequential
damages.
9.13 Acknowledgements. The Borrower hereby acknowledges that:
----------------
(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;
(b) neither the Agent nor any Lender has any fiduciary relationship
with or duty to the Borrower arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between
Agent and Lenders, on one hand, and the Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among
the Lenders or among the Borrower and the Lenders.
<PAGE>
66
9.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENT AND THE LENDERS
---------------------
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
<PAGE>
67
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
ADAMS OUTDOOR ADVERTISING LIMITED
PARTNERSHIP
By: ADAMS OUTDOOR ADVERTISING, INC.
By:____________________________
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By: _______________________________
Title:
CIBC, INC., as a Lender
By: _______________________________
Title:
<PAGE>
EXHIBIT C
COMPLIANCE CERTIFICATE
----------------------
To: The Lenders parties to the Amended and Restated Credit Agreement Described
Below
This Compliance Certificate is furnished pursuant to subsection 5.2(c) of
that certain Amended and Restated Credit Agreement, dated as of December 2,
1996, among the Borrower, the lenders party thereto and Canadian Imperial Bank
of Commerce, New York Agency, as Agent for the Lenders (as amended, supplemented
or otherwise modified from time to time, the "Agreement"). Unless otherwise
---------
defined herein, the terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected Chief Financial Officer of the Borrower;
2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower during the accounting period covered by the
attached financial statements;
3. Except as set forth below, to the best of my knowledge, the Borrower
during the accounting period covered by the attached financial statements
observed or performed all of its covenants and other agreements, and satisfied
every condition contained in the Agreement, the Revolving Credit Notes and the
other Loan Documents to which it is a party to be observed, performed or
satisfied by it; and the examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes a Default or an Event of Default during or at the end of such
accounting period or as of the date of this Certificate, except as set forth
below; and
4. Schedule I attached hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.
<PAGE>
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _____ day of ________________,
19__.
______________________________
Name:
Title:
<PAGE>
SCHEDULE I TO COMPLIANCE CERTIFICATE
Schedule of Compliance as of ___________ __, 19__ with
subsections 6.1, 6.8, 6.9(e) and 6.15 of the Agreement
(All calculations for trailing four quarters
except as otherwise required by the Agreement)
<PAGE>
EXHIBIT E
[LETTERHEAD OF KAPLAN, STRANGIS & KAPLAN, P.A.]
December __, 1996
Canadian Imperial Bank of Commerce,
New York Agency, as Agent
425 Lexington Avenue
New York, New York 10017
And each of the Lenders parties to the
Credit Agreement referred to below
We have acted as counsel to Adams Outdoor Advertising Limited
Partnership, a Minnesota limited partnership (the "Borrower") and Adams Outdoor
Advertising, Inc., a Minnesota corporation (the "Managing General Partner" and
together with the Borrower, the "Loan Parties"), in connection with (a) the
Amended and Restated Credit Agreement dated as of December __, 1996 (the "Credit
Agreement") among the Borrower, the lenders parties thereto (the "Lenders") and
Canadian Imperial Bank of Commerce, New York Agency, as agent for the Lenders
(in such capacity, the "Agent"), and (b) the other Loan Documents referred to in
the Credit Agreement.
The opinions expressed below are furnished to you pursuant to
subsection 4.1(h) of the Credit Agreement. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
In arriving at the opinions expressed below,
(a) we have examined and relied on the originals, or copies certified
or otherwise identified to our satisfaction, of each of (1) the Credit
Agreement; (2) the Revolving Credit Note; (3) the Mortgages; and (4) the Global
Security Agreement (the Credit Agreement and such other Loan Documents being
hereinafter referred to collectively as the "Transaction Documents");
(b) we have assumed that the financing statements listed on Schedule
1 (collectively, the "Financing Statements") naming the Borrower as Debtor and
the Agent as Secured Party and describing the Collateral (as defined in the
Global Security Agreement) as to which security interests may be perfected by
filing under the Uniform Commercial Code of the States listed on Schedule 1 (the
"Filing Collateral"), have been prepared for filing and will be filed in the
filing offices listed on Schedule 1 (the "Filing Offices"); and
<PAGE>
CBIC, as Agent -2- December 2, 1996
(c) we have examined such partnership and corporate documents and
records of the Borrower and the Managing General Partner and such other
instruments and certificates of public officials, officers and representatives
of the Borrower and the Managing General Partner and other Persons as we have
deemed necessary or appropriate for the purposes of this opinion.
In arriving at the opinions expressed below, we have made such
investigations of law, in each case as we have deemed appropriate as a basis for
such opinions.
In rendering the opinions expressed below, we have relied upon and
assumed, with your permission, without independent investigation or inquiry, (a)
the authenticity of all documents submitted to us as originals, (b) the
genuineness of all signatures on all documents that we examined (other than
those of (i) the Borrower and officers of the Borrower, and (ii) the Managing
General Partner), (c) the accuracy of certificates and other statements,
documents and records supplied to us by the Loan Parties with respect to the
factual matters set forth therein and (d) the conformity to authentic originals
of documents submitted to us as certified, conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the Borrower and the Managing General Partner (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the requisite partnership or
corporate, as the case may be, power and authority and the legal right to
own and operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, and (c) in
the case of the Managing General Partner is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its
business requires such qualification, except to the extent that the failure
to be so qualified could not, in the aggregate, have a Material Adverse
Effect.
2. Each of the Borrower and the Managing General Partner has the
requisite partnership or corporate, as the case may be, power and authority
and the legal right to make, deliver and perform its obligations under the
Credit Agreement and each of the other Transaction Documents to which it is
a party and, in the case of the Borrower, to borrow under the Credit
Agreement. Each of the Borrower and the Managing General Partner has taken
all necessary partnership or corporate, as the case may be, action to
authorize, in the case of the Borrower, the borrowings on the terms and
conditions of the Credit Agreement and the
<PAGE>
CBIC, as Agent -3- December 2, 1996
other Transaction Documents, to grant the security interests contemplated
by the Security Documents to which it is a party and to authorize the
execution, delivery and performance of the Credit Agreement and the other
Transaction Documents to which it is a party. Except for the filings and
recordings described on Schedule 1 attached hereto, no consent or
authorization of, approval by, notice to, filing with or other act by or in
respect of, any Governmental Authority or any other Person is required to
be obtained or made by any Loan Party in connection with the borrowings
under the Credit Agreement or with the execution, delivery, performance,
validity or enforceability of the Credit Agreement and the other
Transaction Documents.
3. Each of the Credit Agreement and the other Transaction Documents
to which each of the Loan Parties is a party has been duly executed and
delivered on behalf of such Loan Party and constitutes a legal, valid and
binding obligation of such Loan Party, enforceable against such Loan Party,
in accordance with its respective terms.
4. The execution and delivery of the Credit Agreement and the other
Transaction Documents to which each of the Loan Parties is a party, the
performance by such Loan Party of its obligations thereunder, the
consummation of the transactions contemplated thereby, the compliance by
such Loan Party with any of the provisions thereof, the borrowings under
the Credit Agreement and the use of proceeds thereof, all as provided
therein, (a) will not violate or constitute a default under any Requirement
of Law or, to the best of our knowledge, any Contractual Obligations of any
Loan Party or of any of its Subsidiaries and (b) will not result in or
require the creation or imposition of any Lien on any of its or their
respect properties or revenues, except the security interests created
pursuant to the Security Documents.
5. To the best of our knowledge, except as disclosed in Schedule 3.6
to the Credit Agreement, no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or threatened by
or against the Borrower or against any of its properties or revenues (a)
with respect to the Credit Agreement or any of the other Transaction
documents, or (b) which would reasonably be expected to have a Material
Adverse Effect.
6. The Borrower is not an "investment company" or a company
"controlled" by an "investment Company" within the meaning of the
Investment Company Act of 1940, as amended.
7. The Capital Stock Structure of the Borrower and the Managing
General Partner is as described on Schedule 2 attached hereto. Schedule 2
set forth, as of the date hereof, the number of authorized and, to our
knowledge,
<PAGE>
CBIC, as Agent -4- December 2, 1996
issued and outstanding shares of each class of the Capital Stock of the
Borrower and the Managing General Partner and, to our knowledge, the names
and record owners of such shares and the number or percentage of shares
owned of record by each of such owners. To the best of our knowledge,
there are no outstanding subscriptions, options, warrants, calls, rights
(including preemptive rights) or any other agreements or commitment of any
nature with respect to the Capital Stock of the Borrower or the Managing
General Partner.
8. (a) The provisions of the Global Security Agreement create in
favor of the Agent a legal, valid and enforceable security interest in the
Collateral (as defined in the Global Security Agreement).
(b) The offices set forth on Schedule 1 hereto are the only places
where filings are necessary to establish and perfect the security interests
granted in the Filing Collateral pursuant to the Global Security Agreement
that can be perfected by the filing of financing statements, except as
follows:
(i) in the case of instruments (as such term is defined in
Article 9 of the UCC) not constituting part of chattel paper
(as such term is defined in Article 9 of the UCC), the
security interest of the Agent therein cannot be perfected
by the filing of the financing statements but will be
perfected if possession thereof is obtain in accordance with
the provisions of Article 9 of the UCC;
(ii) in the case of non-identifiable cash proceeds, the
continuation of the perfection of Agent's security interest
therein is limited to the extent set forth in Section 9-306
of the UCC;
(iii) in the case of all Collateral, Article 9 of the UCC requires
the filing of continuation statements within the period of
six months prior to the expiration of five years from the
date of the original filings in order to maintain the
effectiveness of such filings;
(iv) in the case of property which becomes Collateral after the
date hereof, Section 552 of the Federal Bankruptcy Code
limits the extent to which property acquired by a debtor
after the commencement of a case under the Federal
Bankruptcy Code may be subject to a security agreement
entered into by the debtor before the commencement of such
case;
<PAGE>
CBIC, as Agent -5- December 2, 1996
(v) in the case of motor vehicles for which certificates of
title have been issued and for which they exclusive manner
of perfecting a security interest is by noting the Agent's
security interest on the certificate of title in accordance
with the motor vehicle laws, the Agent's security interest
therein cannot be perfected by the filing of the financing
statements but will be perfected if the Agent's security
interest is so noted; and
(vi) in the case of receivables that are due from the United
States or any State thereof or any department of the United
States or any State thereof, the right to collect upon such
receivables may be limited by the Assignment of Claims Act,
31 U.S.C.A. (S)(S)3727 (1989) and any applicable state law
relating to the assignment of claims against such state.
We call your attention that the perfection of the above security
interests will be terminated (i) as to any Collateral acquired by any Loan Party
more than four months after such Loan Party changes its name, identity or
corporate structure so as to make the Financing Statements seriously misleading,
unless new appropriate financing statements indicating the new name, identity or
corporate structure of such Loan Party are properly filed before the expiration
of such four months and (ii) as to any Collateral consisting of accounts,
general intangibles or mobile goods, four months after such Loan Company changes
its place of business or chief executive office, as the case may be, to a new
jurisdiction outside the State where presently located, unless such security
interests are perfected in such new jurisdictions before that termination.
In rendering our opinion in this paragraph 8(b), we note that in the
case of the Collateral constituting trademarks, patents and applications or
registration therefor, the filing of a security agreement with the United States
Patent and Trademark Office in addition to the filing of the Financing
Statements may be required to perfect the security interests in such Collateral.
9. Each of the Mortgages constitutes a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms.
The opinions set forth above are subject to the following
qualifications:
A. The enforceability against any party of any instrument or
obligations referred to in this opinion is subject to the effect of
applicable bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent
<PAGE>
CBIC, as Agent -6- December 2, 1996
conveyance or similar law affecting creditors' right generally.
B. The enforceability against any party of any instrument or
obligation referred to in this opinion is subject to general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) including, without limitation, an implied
covenant of good faith, fair dealing and conscionability.
C. The enforceability against any party of certain remedies provided
in the Global Security Agreement and the Mortgages may be limited by
applicable local law, but the inclusion of such provisions does not make
the remedies afforded by the Loan Documents inadequate for the practical
realization of the rights and benefits to be provided thereby.
D. We assume the due authorization, execution and delivery by the
Agent and the Lenders of each instrument to which the Agent or any Lender,
as the case may be, is a party and the validity, binding effect and
enforceability of such instrument against such parties in the capacity in
which executed and delivered by such parties.
E. We assume the receipt by the Borrower of the consideration payable
by the Lenders pursuant to the terms of the Credit Agreement.
F. As used herein, the expressions Into our knowledge," "to the best
of our knowledge," "known by us," or words of similar effect shall be
interpreted consistent with the following statement of fact: We have made
no independent inquiry or investigation of any facts or circumstances
relevant to the opinions herein set forth but instead have relied solely
upon the representations and warranties set forth in the Credit Agreement
and the other Loan documents and representations made to us orally and in
writing by certain officers of the Borrower and the Managing General
Partner and that the above-described expressions or words of similar effect
when used herein shall be construed solely with reference to the foregoing
sources of information. In specific, we wish to advise you that we have
not represented the Borrower or the Managing General Partner in respect of
litigation matters and would have no reason, in our capacity as counsel for
such parties, to have knowledge of proceedings of the kind described in the
foregoing opinion.
We are qualified to practice law only in the State of Minnesota and
the foregoing opinions are limited to the laws of the State of Minnesota and the
laws of the United States, and we express no opinion with respect to the laws of
any other state or jurisdiction.
<PAGE>
CBIC, as Agent -7- December 2, 1996
This opinion letter is furnished by us solely for your benefit and the
benefit of your successors and your assignees and participants under the Credit
Agreement, and it may not be relied upon, quoted from or delivered to any person
other than your successors and your assignees and participants under the Credit
Agreement, your legal counsel and the legal counsel of your successors and your
assignees and participants under the Credit Agreement.
Very truly yours,
<PAGE>
EXHIBIT F
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Amended and Restated Credit Agreement, dated
as of December 2, 1996 (as amended, supplemented or otherwise modified from time
to time, the "Amended and Restated Credit Agreement"), among Adams Outdoor
-------------------------------------
Advertising Limited Partnership, a Minnesota partnership (the "Borrower"), the
--------
Lenders named therein and Canadian Imperial Bank of Commerce, New York Agency,
as agent for the Lenders (in such capacity, the "Agent"). Unless otherwise
-----
defined herein, terms defined in the Amended and Restated Credit Agreement and
used herein shall have the meanings given to them in the Amended and Restated
Credit Agreement.
__________________________ (the "Assignor") and __________________
--------
(the "Assignee") agree as follows:
--------
1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a ___% interest (the "Assigned Interest") in
-----------------
and to the Assignor's rights and obligations under the Amended and Restated
Credit Agreement with respect to those credit facilities contained in the
Amended and Restated Credit Agreement as are set forth on Schedule 1
(individually, an "Assigned Facility"; collectively, the "Assigned Facilities"),
----------------- -------------------
in a principal amount for each Assigned Facility as set forth on Schedule 1.
2. The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Amended and Restated Credit Agreement, any
other Loan Documents or any other instrument or document furnished pursuant
thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Amended and Restated Credit Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto,
other than that it has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any such
adverse claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any of
its Subsidiaries, if any, any other Loan Party or any other obligor or the
performance or observance by the Borrower, any of its Subsidiaries, if any, any
other Loan Party or any other obligor of any of their
<PAGE>
2
respective obligations under the Amended and Restated Credit Agreement or any
other Loan Document or any other instrument or document furnished pursuant
thereto; and (c) attaches the Note(s) held by it evidencing the Assigned
Facilities and requests that the Agent exchange such Note(s) for a new Note or
Notes payable to the Assignee and (if the Assignor has retained any interest in
any Assigned Facility) a new Note or Notes payable to the Assignor in the
respective amounts which reflect the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the
Effective Date).
3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Amended and Restated Credit Agreement, together with
copies of the financial statements referred to in subsection 3.1 thereof and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(c) agrees that it will, independently and without reliance upon the Assignor,
the Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Amended and Restated Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
thereto; (d) appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Amended and
Restated Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant thereto as are delegated to the Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Amended and Restated Credit
Agreement and will perform in accordance with its terms all the obligations
which by the terms of the Amended and Restated Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
2.15(b) of the Amended and Restated Credit Agreement.
4. The effective date of this Assignment and Acceptance shall be
________ __, 199_ (the "Effective Date"). Following the execution of this
--------------
Assignment and Acceptance, it will be delivered to the Agent for acceptance by
it and recording by the Agent pursuant to subsection 9.6 of the Amended and
Restated Credit Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by the Agent, be earlier than five Business Days
after the date of such acceptance and recording by the Agent).
5. Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such
<PAGE>
3
amounts have accrued prior to the Effective Date or accrue subsequent to the
Effective Date. The Assignor and the Assignee shall make all appropriate
adjustments in payments by the Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall be a
party to the Amended and Restated Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Amended and Restated Credit Agreement.
7. This Assignment and Acceptance shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>
Schedule 1
to Assignment and Acceptance
relating to the Amended and Restated Credit Agreement,
dated as of December 2, 1996,
among
ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
the Lenders named therein
and
Canadian Imperial Bank of Commerce, New York Agency
(in such capacity, the "Agent")
- -------------------------------------------------------------------------------
Name of Assignor:
Name of Assignee:
Effective Date of Assignment:
<TABLE>
<CAPTION>
Credit Principal Commitment Percentage
Facility Assigned Amount Assigned Assigned/1/
- ----------------- --------------- ---------------------
<S> <C> <C>
$______________ _____._________%
[Name of Assignee] [Name of Assignor]
</TABLE>
By____________________________ By______________________________________
Name: Name:
Title: Title:
Accepted: Consented To:
Canadian Imperial Bank of Adams Outdoor Advertising
Commerce, New York Agency, Limited Partnership
as Agent
By: Adams Outdoor Advertising, Inc.
By____________________________
Name:
Title:
By______________________________________
Name:
Title:
_________________
/1/ Calculate the Commitment Percentage that is assigned to at least 15 decimal
places and show as a percentage of the aggregate commitments of all
Lenders.
<PAGE>
30
POWER OF ATTORNEY
-----------------
(FORM 10-K)
-----------
KNOW ALL MEN BY THESE PRESENTS, that ADAMS OUTDOOR ADVERTISING, INC., a
Minnesota corporation (the "Company"), and each of the undersigned directors of
the Company, hereby constitutes and appoints J. Kevin Gleason and Abe Levine and
each of them (with full power to each of them to act alone) its/his/her true and
lawful attorney-in-fact and agent, for it/him/her and on its/him/her and in
its/his/her name, place and stead, in any and all capacities to sign, execute,
affix its/his/her seal thereto and file the Annual Report on Form 10-K of the
Company and Adams Outdoor Advertising Limited Partnership for the year ended
December 31, 1996 under the Securities Exchange Act of 1933, as amended, with
any amendment or amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority.
There is hereby granted to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in respect of the foregoing as fully as it/he/she or
itself/himself/herself might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts, each
of which shall be an original, but all of which taken together shall constitute
one and the same instrument and any of the undersigned directors may execute
this Power of Attorney by signing any such counterpart.
Adams Outdoor Advertising, Inc. has caused this Power of Attorney to be
executed in its name by its Chief Executive Officer on the 31st day of March,
1997
ADAMS OUTDOOR ADVERTISING, INC.
By /s/ J. Kevin Gleason
-------------------------
J. Kevin Gleason
Chief Executive Officer
and President
<PAGE>
31
The undersigned, directors of ADAMS OUTDOOR ADVERTISING, INC., have hereunto set
their hands as of the 31st day of March, 1997.
/s/ Stephen Adams /s/ J. Kevin Gleason
- --------------------------------- -----------------------------------
Stephen Adams J. Kevin Gleason
/s/ David Frith-Smith /s/ George Pransky
- --------------------------------- -----------------------------------
David Frith-Smith George Pransky
/s/ Andris A. Baltins
- ---------------------------------
Andris A. Baltins
D I R E C T O R S
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001011976
<NAME> ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 40
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 40
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> (60)
<TOTAL-LIABILITY-AND-EQUITY> 40
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001011977
<NAME> ADAMS OUTDOOR ADVERTISING INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,533
<SECURITIES> 348
<RECEIVABLES> 7,659
<ALLOWANCES> (696)
<INVENTORY> 217
<CURRENT-ASSETS> 14,142
<PP&E> 102,430
<DEPRECIATION> (51,040)
<TOTAL-ASSETS> 77,114
<CURRENT-LIABILITIES> 9,123
<BONDS> 133,189
0
0
<COMMON> 0
<OTHER-SE> (68,444)
<TOTAL-LIABILITY-AND-EQUITY> 77,114
<SALES> 47,260
<TOTAL-REVENUES> 47,260
<CGS> 0
<TOTAL-COSTS> 26,268
<OTHER-EXPENSES> 6,105
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,523
<INCOME-PRETAX> 1,535
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,535
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,535
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
