made this In: day of lay . 3982, by and between Lhe New Orleans Unis: Passengfr Terminal, having principal place of business at 1001 Loyola Avenue, City of New Orleans, Lcuisiana (hereinafter called and Hinston Network, Inc., a Delaware corporation, having its firincipal place of business at 2?5 Madison Avenue, New York New York {hereinafter called "winston"J. KITHESSETH DI: HHEREAS, HGUPT operate and maintains a railroad terminal, lends and buildings in the City of New Orleans. State of Lauisiane; and WHEREAS, is in the business of erecting, installing, obtaining and selling advertising in places frequented by the public and, pertaining, in and about transit facilities. Now, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. NOUPT hereby grants to Winston the advertising rights and privileges hereinafter described for a term of two (2) years, ccmmencing on :my 1 1982, and terminating on >By 1 1984 ("Initial Tepm"}. The term of this agreement shall, at the end of the Initial Term, be ccncinued for successive addizional terms of one (1) year each, unless, an the end of the Initial Term, c: any renewed term thezea fret, either part" has notified she ether, in writing, by terrified er least ninety (90: days before :he end at said Initial Term or renewed term of its intention not I: renew or continue 3, Winston shall, curing th :c;m of :his agreement, have the exclusive right ta erect an; install outdoor signbuerds or outdoor advertising structures, and all and appurtenan- ces zhereto ("Signboards'} at all locations outside and about the -2- terminal, and on land and buildings maintained and operated by NOUPT, which, shall be approved in writing by NOUPT, and Winston shall have the exclusive right to display advertise- ments thereon. Hinston agrees to assume all expenses in connection with the erection and maintenance of the Signboards, and to maintain them in a first-class condition, to the satis>> faction of HOUPT. Winston shall, at its own cost and expense, supple any required electrical power with respect thereto. 3. Hinston hereby covenants and agrees that, during the terms of this agreement, it will pay to NDUPT, as compensar tion for the advertising rights and privileges granted hereunder, tnirty per cent Jun: or the gross ieteicts received with to advertising on the Signboards. "Gross receipts," for the purpose of this agreement, shall mean the total amount oE money paid to Winston by advertisers for advertising displays on the Signboards pursuant to the terms of this agreement after deducting therefrom: standard commissions of sixteen and two-thirds per cent (16 paid to advertisers' recognized advertising agencies for business obtained through them, if any, (ii) a sales commis- 'sion of ten per cent On or before the 15th day of each month, commencing with the second month of the term, and including the month follow- ing the termination of the rights and orivileges hereby granted, Winston shall submit to HCUPT a statement of its gross receipts during the preceding month, and shall pay to NOUPT thirty per cent (3013 of said gross receipts as defined herein. HQUPT, or its duly authorized representative, shall have the right EC verify any of such statements by an examination cf Winston': too records and memoranda, at Winston's corporate headquarters. if, as A result of such examination, it should be determined by NOUPT that Hinston has not paid the specified percentage of -3- -its gross receipts for the period for which such examination is 'made, Winston shall pay the amount of the deiiciency as determined by or its representative within ten (10) days after nnticu and demand therefor with interest therein at l/1% put month. Howev?r, may contest the correctness of said deficiency by making a written demand for a determination by an innupendent auditor mutually agreed upon by the parties. In such event, the additional payments by Hinston as to the contested amount only shall be suspended until the determination ct said in- dependent aupitor, which detezninatinn shall be Einal and binding upon the partifin neruto. The cost of such independent determina- tion shall be born??"ua1ly by the turties. 4. Before the agreements are made with advertiser, Hinstun shall obtain all necessary permits and ordinances and shall furnish to HOUPT certified cnpies thereof and shall submit, in writing, a schedule oi rates to be charged to advertisers. for advertising space. If, and as often as Winston Shal1.desire to make any change in siad rates, it shall notify HGUPT, in writing of the proposed changt. Said rates shall contain the quantity purchase discounts, and the standard advertising agency discounts. and other discounts that are standard in the industry. HCUPT shall have the right to require Hinston to remove forthwith any advertising material which, in their opinion, is a source of dinqer [0 public or to employees, which in a source of anncyance to the public, at which contains anything unlawful. inmurfil or otfensive to good taste. _winstun agrees that. it iny advertisements are deemed ob}actionablu tt NUUPT, as tinte- said, such m3t>>r'nl will bu remcued immediately. ..al 5. Ninstan thall indamniry and save hatmluss HOUPT. its agents, employees, 9: Contractors, and the City of New Orleans and all railroad: party to the New firleana Union Pnasengcr Terminal Agrcemunt, fur all suzrs and actions of every name and description brought ;ga;n5t ct any of thaw unich may result, from or on .- -- . -9 -4- account of any injurioa or damage received or sustained by any -person, or property, by or from acts or commissions of the aaid flinoton, its agents, employees, or contractors. 6. Winston shall indemnify and save hearmlesa HOUPT, Its agents, employees, or contrabtors, and the City of How Orlanns and all ramlroads party to the New Orleans Unlon Passenger Terminal Agreement, against any claims or liabllity arising from or based upon the violations or any Federal, State, Parish, or City Laws, ordinances as regulations. by sald Nineton, its aqanL$, employees 0: . 1. NGUPT shall not be liable to Winston for any damage to H;n3t0n'5 property unless such damage has been caused by the negli- gcnco of itself or its agents, employees, ox contractors. Hithuut incurring any liability for property damage {except as stated in the prvious sentence), NOUPT qoes aqrea to report :5 Winston the discovery by it of any damage or appearance in respect to the property of wlnaton. 8. Nothing contained hereinabove shall be construed 0: deemed to pravent NOUPT or any of its tenants from erecting and either inside or outside of the terminal premises, signs stating the name of the bualness and the nature of the location Ln the terminal of the business or uervlce being offered to the public by any of the oboVe--named pactiea. 9. It is undorstood and agreed that Hinoton does not lease any space from HDUFT and is not a Concessionnolre, Losaefi o: Tenant of any space hereunder. Winston shall not be construed as the agency or omployee of HOUPT for any purpose or in any msnner whatsoever. Winston is to be, and shall remain, an- independent contractor or independent representative with res- spoot to all rights, privileges, obl1gat:ona and services per- formed under CHAS agreement. 10. All notices, requests and other conmuu;oations under tnis agreement snail be deemed to be duly served it tan: by States Roll, ua:1, Return Recoiwt and in tha case 01' HOUPT shall be addrez. to U. at 1001 Loyola Avenua, New Orleans, Louisiana 70113 and in the case of Hin~ shall me directed to it at 275 discn Avenue, New 'rorh, Haw York 10916, unlaas either party Lifies the other by written notice of any change in the . dress given harelnabove. 11. This agreement shall be bi: inq upon and inure to the benefit of the successors, assign: an administrators of the parties hereto. This agreement constitutes ue entire agreement between the parties hereto and may on 3 be changed and amended in writing, signed by both patties. 13. '-Jinswafi". 34"" . 'n axe: and ptlvilngefi granted herein, it aha. not discriminate against any paraon{a) on the ground of age, sc., race, religion, color, or national grigin, er in any manner 3 ohibited by law. 14. Ho waiver of any term or con-ition of this agreement on any occasion shall be deemed to be a waiver of that on any other term or condition of this agreemant on any other occasion. '15. All signs, displays, devices and billboards erected by Winston pursuant to this agreement shall remain the property of Hinutcn and ahall be-removed by at the termination of this agreement Eor any reason. 16. This Contract ghall be deemed to be a Louisiana Contract and governed by the law of Louisiana. 1H ITHESS HHBREOP, the parties hereto have set their hands and seals on the day and year first above written. 4' *3 -Ch 9.3 A39 AGREEMENT The Agreement dated H. 11 1952, by and *4 uuzuoen Se>> Orkeans Union Passenger and Winston Netuurk, 1nc., 1; hereby supplemented and :mend&d in Lhe Iuliowzug res- pects: . 1. Paragraph 4. mm gage 3 Ls hereby dcietud and Lne Ioll?u;ng paraqraph 4 in lliu thereof: 4. Before the figfuuments aLe made h1Lh adve:L1$Er, ahbll ebraln 311 necessary permits anJ-?rdLnAnc?s and shall fur- n:sn to NUUPT certifacd uopzes thereof and anal} submit, 1n xrlning, Lcfledulc of rates Lu Lu ch:rged L0 a?vurc:4crEUR. for Juvr-iifilfiu apucc. 1f, as utLcn as tnccun shall Ctfilrv Lu nake any chungb in aa;d rates, it shall nctify NOUPT, ;n w:;ting of the proposed fihunge. said rate: shall contain the quantity purchase dxscounns, and the standard advertising agency discounLB, and other dmscounts that are sLandard ;n Lhe Lndustry. NOUPT shall have the right to require HinsLon to remcve forthwith advertining material which is to NOUPT for any rca~ son whatsoever. Winston tu remove the ob3uc:Jonab1e ad- vertasing matter wiLhi: Ecfi (10! days of wr;t:eu receipt by HOUPT. 11. A new puraqiaph sa L5 to be xnsertua Fa11ow-ng paragraph 5 on page 4 of the original Lgretment: GA. A. Hinsnon shail noL creata nu: _2:m;L ta be created LOP permlt co remann, and will rewcve and daschangc Ur cause to be and d;schur;ed its 563% CGSL GNU fiflfifinfifi. iien, encumbranuu or argc {other th;L those creatcd. p&rm1Lt?d or Qffiniud by HSUPTE span the pf?mnicfl uhzcn flfin? out of. or are :n any manner :cnnec:ud with of Lhe Premises by Winfiiofi. its con::acLc:s, subcontractors, agents, subleuscefi, laucnsecs "find invitees, whether under agreement with WIHSLOH. or otherwise, or by rcason of labor sr materiala furnished or Ciflimfld -2- to have been furnished for any installation, construction, altera- tion, use, maintenance, reconstruction, repair, or removal of Signs. In the event cf a contest ever any such lien, encunbrince or charge, winston shall ccnnest the sqme or causs the name to be con:Ea:ed at its cosL and expense, and, if required, in the name of HOUPT, the amount or validity thcre:i and shall hike 311 dPPfOPr1ate prhceedings necessary to prevent the collec- tiun of 0: othez realization upan sucn lien, encumbrances or cnargu COntenLEd and uh; sale or Icrfieicarc uf Lhe prnmises or any part Lhereaf sc satisfy Lhe name. shall at the request and expense of winston cooperate wiLh and with respect Lo any such contest. any such contest shall bu prompt- iy prosccutuu no inni uy Winston, nu; snsli psy and hold HCUPT from and against all losnns, jufiqmfinls, and lawyers' far.-3 und e:4pcnn:u2S'J in r:o:ir:m2-- tion Lherewinh and shall prompily, after final determination of such centesz, pay and discharge any amounts levied, assessed, charged or imposed or decurmina: to be payable therein together with all penalties, fines, interests, costs and expenses. H. uinston shall assume all liability for and shall inflenmify and hold harmless fram any and all claims, suits. losses, damages or expenses on auucunt of injuries to or death of any and all unomscever, including bu: not limited tc LHU officers, ampluyc?s snu agents of Lne susiessens, licensees and invitees of Winston and their sganzs and employees, the smployucs oi HOUPT and any and nil 1oss cs desnrucnicn of or to property, to whompoevur bclanqinq, inclulinq bq: not limitud to owned by, rcntad L2, or in [he care, or cuntxul at the parties hereto, arising o:.qiou:ng CJL of, or in any munner wiLh 1fi3Ed:1bLiOH, alLeraEiDn, Use. 16603" szructisn, f?pair, fiismantling, removal, or at any Sign kurcundez, or an: advertising and ?isplay mutter carried chercor, or cho scyU;:e? rend?rcd or furnished under LL15 Agreement, or arising out of.or ccnnected ulth any activity of Hinston hereunder, Wu' .3. or caused or occasioned in whole or in presence oE the person or the property of Winston, its of?icer3;7ffZ employees and agents, contractors, subcontractors, licensees, and invitees of Winston and their agents and emp1oyees,'upon or in Proximity to the property of NQUPT, or while going to or departing from the same, or while being transported on the trains of NDUPT under this Agreement, all regardless of the neqligance of NOUPT, its officers, employees, or agents. C. Winston hereby covenants and agrees to protect, indem- nify and hold hamrless NOUPT from and against any and all liability, claims, demands, suits or liens made or brought by reason of the erection, placing or existence, or the maintenance and repair or lac; e; maintenance and repair of any of said Blunt, u[ by -~ason of tne use, character, nature or style of any advertisements or displays upon any of the said Signs erected, placed or maintained by Winston or erected or placed pursuant to any agreement or license made by Hinston or assigned to Hinston, it being the intent of this Agreement that all responsibility for the erection, placing, removal, maintenance, repair or lack of maintenance or repair of any of said Signs placed or maintained under this Agreement by or through Hinston on the aforesaid Premises and all responsibility in connection with the advertising or display mat>> ter placed thereon under this Agreement, is to be assumed and borne and paid solely by Hinston, and NOUPT is to be indemnified and held harmless from any such liability therefrom, regardless of its negli- gence or that of its officers, employees and agents. D. Winston across to indemnify, protect and hold harmless HOUPT from and against any and all liability, claims, demands, costs, charges and expenses, including royalty payments and counsel fees, in any manner imposed upon or accruing against NOUFT, because of the use in or about any Sign covered by this Agreement, or any design, article or material which infringes or is claimed to infringe on any patent or other right. In case any such design, article or material or any equipment, apparatus, machinery or other material -4- incorporated in said Sign is in any suit or proceeding held to con- stitute an infringement and its use enjoined, winston will, within a reasonable time thereafter, either secure the right to continue using such Sign, equipment, apparatus, machinery or other material by suspension of the injunction, by procuring a license, or other- wise, or Winston will, at its own expense, replace such Sign, equipment, apparatus, machinery or other material with noninfringin? Sign, equipment, apparatus, machinery or other material, or will modify same so that it becomes noninfringing, or will remove same and refund to NOUPT any amounts incurred therewith. Said covenants of indemnity shall continue in full force and effect, notwithstanding the termination of this agreement in any manner. E. .Winston further agrees that it snail adjust and settle, at its expense, in the name and on behalf of NOUPT, all claims made against HOUPT, and that it shall appear and defend any suits or actions at law or in equity brought against NOUPT on any claim or cause of action arising or growing out of or in any manner connected with any liability assumed by winston under this Agreement for which NDUPT is liable or is alleged to be liable. NOUPT shall give to Winston notice in writing of the receipt or pundency of such claims or thereupon Winston shall proceed to ad- 3u5t and handle to a conclusion said claims, and in the event of suit being brought against NOUPT. NOUFT shall forward summons and complaint or other process in connection therewith to Winston, an Winston will defend, adjust or settle such suits and protect, indenmify and hold harmless NOUPT from and against all damages judgments, decrees, attorneys' fees, costs and expenses growing out of or resulting from or incident to any such claims or suits No expense shall be incurred and no settlement shall he attempts by NCUPT on such a claim or suit without Hinstonls written conse E. -During the term of this Agreement, Winston agrees to maintain in force and effect public liability and property damag liability insurance, covering the legal liability of Winston un( gig . this Agreement or arising out of or in connection with the Par- _nT_ iJ,yJ1. - . a formance thereof, as follows: An amount not less than a Combined single limit of One Million Dollars {$1,000,000} per occurrence for bodily injury and property damage. Winston also agrees to procure and maintain, during the life of this Agreement, workmen': compensation and employers' liability insurance in Compliance wit? applicable State laws. Certificates showing that the aforesaid insurance coverages are in effect shall be furnished by Winston tt NOUPT within thirty ?30; days of the effective date of this Agree~ ment. There shall be a new paragraph reading as follows: In the event of any termination of this nwroement by on Shall, at the OpLiun of NOUPT, L. cancellation or otherwise, assign to HOUPT or Lo such persons, firms, or corporations as NOUPT may designate all right and interest of winston in, to and under any and all agreements or licenses which Hinston shall have made pursuant to the conditions hereof and which shall then be in force and effect on property as to which this agreement is ter- minated. IV. inserted as follows: A new paragraph 18the provisions of the original Agreement dated >23 1,1982 shall remain in full force and effect except as to those amended and supplemented in this Supplemental and-Amending Agreement. IN WITNESS HHEWSOF, the parties hereto have-set their hands and seals on the day and year first above wr1tten. NEW on; n. srunlow WITNESS 1984 He. Betty S}-Foley Auditor Treasure: Union Passenger Terminal 1001 Loyola Avenue New Orleans, LA 70113 Dear Hrs. Foley: This letter shall serve as Second Amendment to the agreements between the New Orleans Union Passenger Terminal and Winston Network, Inc. (Winston) entered into say 1, 1984. Except for the following terms, all terms and conditions of the original agreement and the Supplemental and Amended Agreement shall be in full force and effect: I l. NOUPT grants to Winston the exclusive right to erect and maintain one 20' 60', back to back (2 fa s) outdoor sign board struc' for the purpose of idvertising thereon near the LA Industries as per the enclosed drawing. 2. Winston shall have the exclusive right outlined in Paragraph One above for a period of not less than 15 years. Should ROUPT desire'. ~hsve Winston remove said shall give Winston 90 days pri .'%ritten notice and shall reimburse Winston for any and all of the unnmor ortions of the cost of said stru ures if the term is less than 15 years. NOUPT des?:?ea_ to have Winston remove said struc ures after this 15 year term, NOUPT sha give 90 days prior written notice and Winston shall pay all costs incurred for the removal of said structures. :19 HODPT 5 Winston second Amendment to Agreement Page 2 3. Hineton shall pay to NOUPT according to Paragraph 3A of the original agreement, 30 percent of the gross receipts received with respect to advertising on the sign board. Payment shall be made in concurrence with Paragraph 3B of the original agreement. 4. The term of this agreement shall be 15 years from July 15, 1984. However, this agreement may be terminated prior to the completion of said 15 year term provided NOUPT shall give at least 90 days prior written notice in accordance with Paragraph One of the original agreement and NOUPT ehell be responsible for all costs of removal and for the unamortized portion referred in Paragraph Two above. If the above terms and conditions meet with your approval, please have thia agreement executed by an authorized official in the space provided below. The enclo%? signed copy is for your files. Sinc by John Hikovich Vice President Outdoorggrancbige .. .. - ACKHOHLEDGE RED ACCEPTED BY HOUPT Auditor -- Treasurer HEY 9, 1955 . Title - IN-C. 0 IH1 urw rum ..- NEW UNION PASSENGER TERMINAL M115. 3. 5. FOLEY . mm Auditor-Trnaaumr - - . Nuw Orleans. la. T0113 F3,,5uq52345g5 May 21, 1999 Mr. William B. Lancaster, Chief Financial Officer Marco Outdoor Advertising, Incorporated 629 South Claiborne Avenue" New Orleans, Louisiana 70113 RE: Advertising Agreement dated May 1, 1982 Dear Mr. Lancaster: Prompted by a recent review of above referenced agreement, there is a need for both our records to accurately reflect the current status. Please review this letter to determine whether it accurately describes our_agreement. If acceptable, please execute and return to me. Introduction New Orleans Union Passenger Terminal is a party to that certain Agreement dated May 1, 1982 with Winston Network, Inc. ["Winston"], as amended by a Supplemental and Amending Agreement between the same parties dated May 11, 1982, as further amended by a Letter dated May 1, 1984 from Winston to NOUPT (collectively, the "Agreement"). Representations, 1. The Agreement constitutes the entire agreement between NOUPT and Marco Outdoor Advertising, Inc. ["Marco"] as successorgin interest to Winston . For purposes of the Agreement, NOUPTUA address and contact information is: - 1001 Loyola Avenue -- Room 203 New Orleans, Louisiana 70113-1922 Attn: Mrs. B. S. Foley [504] 528-1653 2 Winston assigned its rights under the Agreement to AHNI America, Inc. which in turn effective on January 10, 1989 assigned those rights to Outdoor Media Network, Inc. which in turn on It-2.9-33 ;?gh?a4-changed its namef to Marco Outdoor Advertising, Inc. Marco is currently the contracting party to the Agreement with NOUPT. For pur- poses of the Agreement, Marco's address is: 629 South Claiborne Avenue New Orleans, Louisiana 70113 NEW ummru TERMINAL MHS. n. s. FOLEY . wan Lama Mn. - Nuwflilualls. l.1.7Ul|Zl May 21, 1999 fax: 504-520-1009 Marco Outdoor Advertising, Inc. Page 2 3. The Agreement is in full force and effect, NOUPT and Marco have fulfilled all-of their respective obligations, covenants,,and war- ranties under the Agreement, neither is in default in any manner, and no event has occurred that would cause either to be in default with the passage of time or the giving of notice, or both. 4. Neither Marco nor NOUPT is currently aware of any defenses, offsets, credits, or counterclaims to its obligations under the Agreement. 5. Marco pays compensation to HOUPT under the Agreement based on gross receipts. The last month1y;payment made by"Harco:to HOUPT was in the amount of $2,403.00. 6. The current term of the Agreement comenced on May 1, 1999 and will expire on May 1, 2000. Under the Agreement, the term continues for suc- cessive additionsl terms of one year each unless either party provides the other with ninety days' prior notice to terminate. 7. Neither Marco nor NOUPT has assigned or encumbered its rights under the Agreement, except as set forth in this letter. 8. Marco has received not notice of, and otherwise has no knowledge of, any local, state or federal regulatory action regarding_the conduct of its advertising on NOUPT's property. 9. Marco has no actions_pending against it, and does not currently contem- plate filing any actions, under any state or federal bankruptcy or insolvency laws. l0. The person executing.this Certificate is duly authorized and empowered in all respects to do so on behalf of NOUPT and on behalf of Marco. Very truly yours, NEH ORLEANS UNION PASSEN ER TERMINAL .5. Mrs. B. S. Foley Auditor Treasurer MARCO OUTDOOR ADVERTISING, INC. - The undersigned hereby certifies that the foregoing description of all matters related;to;the Agreement is.true and.correct, to the best of his knowledge. ?gg? B73 I Name and T5. Date: 2.5 . 1999 FIFTH THIS FIFTH AGREEMENT, made by and between The City of New Orleans by and through the New Orleans Union Passenger Terminal Committee and Marco Outdoor Advertising, Inc. ("Marco"), is entered into as ofthe Qua; day of 2001. WHEREAS, the New Orleans Union Passenger Terminal is a party to that certain Agreement dated May I 1982 with Winston Network, Inc., as amended by a Supplemental and Amending Agreement between the same parties dated May ll, 1982, as finther amended by a Letter Agreement (Second Amendment) dated May I, 1984 from Winston Network, Inc. to New Orleans Union Passenger Terminal, as clarified and certified in a Letter Agreement dated May 21, 1999 from New Orleans Union Passenger Terminal to Marco (collectively, the "Agreement"); and WHEREAS, the parties wish to further clarify, certify and amend the Agreement; NOW, THEREFORE, the parties agree as follows: 1 . Although the Agreement refers to the New Orleans Union Passenger Terminal as the grantor of advertising rights and privileges, the grantor is more properly described as The City of New Orleans by and through the New Orleans Union Passenger Terminal Committee. 2. NOUPT hereby grants to Marco the right to erect and maintain, at its sole expense, one additional sign ("Second Sign") at the New Orleans Union Passenger Terminal, in the location as more fully shown on the diagram attached hereto and made a part hereof as Exhibit The Second Sign shall be a 14 feet 48 feet, 60 feet tall, back-to?back (2 faces) outdoor signboard structure, as more fully described on Exhibit attached hereto and made a part hereof, for the purpose of displaying advertising thereon. Subject to the other terms and conditions of the Agreement and this Fifth Agreement, construction on the Second Sign will commence on or about December 1, 2001, provided all necessary" signatures, approvals and ratifications as set forth in Paragraph 6 have been received. If they have not, construction will commence as soon as practicable after receipt of all necessary signatures, approvals and ratifications. Regardless of when construction commences, the rights granted Marco with respect to the Second Sign shall terminate on April 15, 2004, unless the management of the New Orleans Union Passenger Terminal by the New Orleans Union Passenger Terminal Committee is sooner terminated. If the management of the New Orleans Union Passenger Terminal by the New Orleans Union Passenger Terminal Committee is terminated prior to April 15, 2004, the rights granted Marco with respect to the Second Sign shall terminate at that time as well. In the event the New Orleans Union Passenger Terminal Committee continues to manage the New Orleans Union Passenger Terminal beyond April 15, 2004, then Marco shall have the option to extend its rights with respect to the Second Sign to tenninate either: (1) on December I, 201 1, or (2) on the date -1- management of the New Orleans Union Passenger Terminal by the New Orleans Union Passenger Terminal Committee terminates, whichever of (1) or (2) occurs first. Notwithstanding the foregoing provisions regarding termination of Marco's rights, if the entity which assumes management of the New Orleans Union Passenger Terminal from the New Orleans Union Passenger Terminal Committee is agreeable to extending the date of termination of Marco's rights, the termination date may be extended to such date and on such terms as the aforesaid entity and Marco mutually agree. Marco estimates the cost of construction of the Second Sign to be approximately $525 00.00 and will furnish to NOUPT adequate documentationthereof upon completion of construction of the Second Sign. In the event, but only in the event, NOUPT desires to terminate Marco's rights with respect to and require Marco to remove the Second Sign prior to April 15, 2004 grid the New Orleans Union Passenger Terminal Committee is still managing the New Orleans Union Passenger Terminal, NOUPT shall give Marco at least 90 days prior written notice and shall reimburse Marco for its unamortized costs for the Second Sign, computed as of the date of such removal, which removal shall be at Marco's expense. Notwithstanding the foregoing sentence, Marco shall not be entitled to reimbursement of its unamortized costs if the removal of the Second Sign is for reason of Marco's default or if NOUPT suffers loss or damage which is caused by Marco's fault or negligence to the extent and for which NOUPT is not compensated or made whole by Marco and/or its insurance company. If reimbursement is due, for purposes of determining the amount to be reimbursed Marco's costs shall be amortized over the period from commencement of construction of the Second Sign to April 15, 2004 on a straight-line basis. Reimbursement shall be without interest. In the event the New Orleans Union Passenger Terminal Committee is no longer managing the New Orleans Union Passenger Terminal, Marco shall not be entitled to any reimbursement for its unarnortized costs, and Marco acknowledges that the New Orleans Union Passenger Tenninal Committee cannot and does not hereby impose the obligation for payment of Marco's unamortized costs on any other entity. In the event the New Orleans Union PassengerTem1inal Committee is still managing the New Orleans Union Passenger Terminal and NOUPT desires to terminate Marco's rights with respect to and require Marco to remove the Second Sign after April 15, 2004, NOUPT shall give Marco at least 90 days prior written notice and Marco shall pay all costs incurred for the removal of the Second Sign. Marco shall pay to NOUPT, in accordance with Paragraph 3 of the May I, 1982 Agreement, thirty (3 per cent of the gross receipts received with respect to advertising on the Second Sign. The other provisions of Paragraph 3 of the May 1, 1982 Agreement shall also be applicable to payments with respect to the Second Sign. All ofthe provisions ofthis Paragraph 2 relate only to the Second Sign. The provisions of this Paragraph 2 regarding term and termination of Marco's rights with respect to the Second Sign supersede the provisions of the May I, 1982 agreement between the New Orleans Union Passenger Terminal and Winston Network, Inc. regarding term and termination. References to management of the New Orleans Union Passenger Tenninal by the New -2- La) Orleans Union Passenger Terminal Committee for purposes ofthis Paragraph 2 shall mean management with respect to the area ofthe Second Sign. The rights granted Marco with respect to the sign erected pursuant to the Letter Agreement (Second Amendment) dated May 1 1984 from Winston Network, Inc. to New Orleans Union Passenger Terminal ("First Sign") shall terminate on April 15, 2004, unless the management of the New Orleans Union Passenger Terminal by the New Orleans Union Passenger Terminal Committee is sooner terminated. If the management of the New Orleans Union Passenger Terminal by the New Orleans Uni on Passenger Terminal Committee is terminated prior to April 15, 2004, the rights granted Marco with respect to the First Sign shall terminate at that time as well. In the event the New Orleans Union Passenger Terminal Committee continues to manage the New Orleans Union Passenger Terminal beyond April 15, 2004, the provisions of the May I, 1982 agreement between the New Orleans Union Passenger Terminal and Winston Network, Inc. regarding term and termination shall govern. Notwithstanding the foregoing provisions regarding termination of Marco's rights, if the entity which assumes management of the New Orleans Union Passenger Terminal from the New Orleans Union Passenger Terminal Committee is agreeable to extending the date of tennination of Marco's rights, the termination date may be extended to such date and on such terms as the aforesaid entity and Marco mutually agree. Upon termination of Marco's rights with respect to the First Sign, Marco shall remove the First Sign at its expense. All of the provisions of this Paragraph 3 relate only to the First Sign. Except as set forth above, the provisions of this Paragraph 3 regarding term and termination of Marco's rights with respect to the First Sign supersede the provisions of the May 1, 1982 agreement between the New Orleans Union Passenger Terminal and Winston Network, Inc. regarding term and termination. References to management of the New Orleans Union Passenger Terminal by the New Orleans Union Passenger Terminal Committee for purposes of this Paragraph 3 shall mean management with respect to the area of the First Sign. With respect to any and all obligations of Marco in the Agreement to defend, indemnify or save/hold harmless and to adjust and settle claims made against and related obligations set forth in Paragraph 6A.D. of the May 11, 1982 Agreement, then for purposes of defense, indemnification and hold harmless and for purposes of settlement of claims and related obligations, shall mean and include the New Orleans Union Passenger Terminal Committee the New Orleans Union Passenger Terminal), the City of New Orleans, the members of the New Orleans Union Passenger Terminal Committee, the New Orleans Public Belt Railroad Commission, the National Railroad Passenger Corporation d/b/a Amtrak, and their respective officers, directors, shareholders, employees, agents, representatives, servants, contractors, successors, assigns, parents, affiliates and subsidiaries. To protect Marco and NOUPT against liability for damage, loss or expense arising from damage to property or injury to or death ofany person or persons, arising in any way out of, .3- or in connection with, or resulting from the Agreement or this Fifth Agreement, Marco shall, without limitation of its obligations to defend, indemnify and hold harmless, procure and maintain, at its own expense, the following minimum insurance coverages: A. WorlYrs, .. .. . $9 finmm? 32362fimfimwk tr .. I IrIl.::f.% I. .0-Jill Lft. LIJQJ UH -I -111 .or;i- I I- Hid at rout: ul-0*; ll K0: ryuaoqd run p-oq,oq-pun-in in pg-u-nap. una- 3 pa>> -in-a .I own; 2Du.o-i (H. 1rvn,o9a4-C" Ir . 'an{In E--IDOZ AMENDIVIENT TO FIFTH AGREEIVIENT TI-HS AIVIENDMENT TO TH AGREEMENT, made by and between The City of New Orleans by and through the New Orleans Union Passenger Terminal Committee and Marco Outdoor Advertising, Inc. ("Marco"), is entered into as of the 7-- may 2002. WHEREAS, the New Orleans Union Passenger Tenninal is a party to that certain Agreement dated May 1, 1982 with Winston Network, Inc., as amended by a Supplemental and Amending Agreement between the same parties dated May 1 1, 1982, as further amended by a Letter Agreement (Second Amendment) dated May 1, 1984 from Winston Network, Inc. to New Orleans Union Passenger Terminal, as clarified and certified in a Letter Agreement dated May 21, 1999 from New Orleans Union Passenger Terminal to Marco, and as clarified, certified, and amended in Fifih Agreement dated as of December 3, 2001 between NOUPT and Marco (collectively, the "Agreement"); and WHEREAS, the parties wish to further supplement and amend the Agreement; NOW, THEREFORE, the parties agree as follows: 1. For reimbursement of electricity costs for the Second Sign (as defined in Paragraph 2 of the Fifth Agreement), Marco shall pay to NOUPT the amount of EIGHTY DOLLARS AND ($80.00) per month electricity reimbursement"). 2. Beginning on January 1, 2003, and annually thereafter, the electricity reimbursement shall increase or decrease on January 1 of each year as does the National Consumer Price Index U.S. Department of Labor, Bureau of Labor Statistics. If the CPI-U is no longer published, the index which replaces the CPI-U shall be used to calculate subsequent adjustments. 3. The electricity reimbursement shall be paid in addition to other payments by Marco to NOUPT pursuant to the Agreement. 4. All of the terms, conditions and provisions of the Agreement, as supplemented, amended, clarified and certified, shall remain in full force and etfect, except as set forth in this Amendment to Fifth Agreement. Page 1 of2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Fifth Agreement in multiple counterparts as ofthe day and year first above written. THE CITY OF NEW ORLEANS BY AND THROUGH THE NEW ORLEANS UNION WITNESSES: PASSENGER TERMINAL COMMITTEE 073%?" 600' By: Mrs.BettyS:FoJey d&L5/ Auditor - Secretary - Treasurer WITNESSES: MARCO OUTDOOR ADVERTISING, INC. ti went 5/ Title: C. CF. o_ Page 2 of 2 to 5th Agrecn1ent.wpd DECEMBER 2003 AIVIENDMENT This December 2003 Amendment made by the New Orleans Building Corporation and Marco Outdoor Advertising, Inc. ("Marco") is entered into as of this day of December, 2003. WHEREAS, the City of New Orleans ("City") entered into a Termination Agreement, incorporated herein by reference, with the New Orleans Union Passenger Terminal Committee which Termination Agreement had an effective date of May 25, 2002 and which Termination Agreement transferred the operational control of the Union Passenger Terminal - back to the City; WHEREAS, the City entered into a lease with the NOBC, incorporated herein by reference, to operate the Union Passenger Terminal; NOUPT is party to that certain Agreement dated May 1, 1982 with Winston Network, Inc., the predecessor of Marco, which Agreement was amended and supplemented on May 11, 1982, May l, 1984, May 21, 1999, December 3, 2001, and January 23, 2002 (collectively the "Agreement") Agreement involves the placement of two (2) billboards on Union Passenger Terminal property; WHEREAS, NOUPT in the Termination Agreement assigned all interests, rights and obligations it had concerning the Union Passenger Terminal, including but not limited to contracts with third parties, to WHEREAS, the parties herein entered into a July, 2002 Amendment which, inter aha, amended the Agreement to reflect NOBC's status; 1 WHEREAS, Marco recently informed a third billboard on Union Passenger Terminal property located near City Park Avenue which billboard is reflected in a January 16, 2002 letter from Betty Foley to Bill Lancaster, incorporated herein by reference and which billboard is to be controlled by the terms and conditions of the Agreement as amended; WHEREAS, the Board ofDirectors ofthe NOBC convened on Augu"si29, 2002 and resolved, inter alia, that contracts assigned to NOBC by NOUPT and that arguably havelexclusivity provisions, are to be amended to delete the alleged exclusivity provisions; WHEREAS, the parties herein wish to further amend the Agreement; AND NOW, THEREFORE, the parties agree as follows: 1. All of the terms, conditions and provisions of the Agreement, as supplemented, amended, clarified and certified shall remain in force and effect and be applied to the third Marco billboard located near City Park Avenue referenced in the Betty Foley letter of January 16, 2002. 2. Any reference in the Agreement, as supplemented, amended, clarified and certified that arguably provides exclusivity rights to Marco for billboard placement on Union Passenger Terminal property is hereby deleted per the New Orleans Building Corporation Board of Directors' August 29, 2002 resolution such that Marco has no exclusivity rights in the Agreement as now supplemented, amended, clarified and certified. cf 3. Effective on January 1, 2004, Paragraph 3 of the original May 1, 1982 Agreement regarding the computation and payment of rent shall be deleted and replaced by the following: Marco agrees to pay NOBC an annual rental per billboard equal to the greater of: (1) Thirty percent ofany "Gross Receipts" produced by the billboards installed on the property ("Percentage Rental"), or (2) Fifteen Thousand and No/100 Dollars ("Minimum Rental"). As used herein, the term "Gross Receipts" shall mean gross revenue received by Marco from rentals of the billboards on the property, less any third--party agency commissions paid by Marco to others in connection with rentals. Agency commissions shall in no event exceed sixteen and two thirds percent (16.66%) of such revenue. Throughout the term of this Agreement, Marco shall pay NOBC the Minimum Rental of Fifteen Thousand and Dollars in installments of One Thousand Two Hundred Fifty and No/ 100 1,250.00) Dollars. Within sixty (60) days after the end of each lease year, Marco shall "true up" and pay to NOBC in a lump sum, any Percentage Rentals due to NOBC pursuant to Clause (1), . above, if such Percentage Rentals exceed the Minimum Rentals due pursuant to Clause (2), above. 4. On or before February 29, 2004, a computation of Percentage Rental for the period June 1, 2003 thru December 31, 2003, will be prepared by Marco without Marco taking a ten percent salesn1an's commission deduction. The resultant Percentage Rental shall be compared to those rental payments made for the same period and any excess rent shall be paid by Marco to NOBC. 5. On or before December 31, 2003, Marco agrees to pay NOBC the amount of Twenty Thousand and No/100 Dollars in reimbursement of legal fees and other dispute and delay costs. 6. Permission is granted by NOBC to Marco to obtain permits, construct and operate a fourth billboard on Union Passenger Terminal property located near the Carrollton Avenue overpass, which structure will partially overhang an adjacent property owned by Mezpet, Inc. dba 3 Coastal Fire Protection. Rental payment by Marco to NOBC Tor this location shall be the same as provided for in this Agreement except that the Minimum Rentals shall be Seven Thousand Five Hundred and No/ 100 Dollars per year payable at Six Hundred Twenty--Five and No/ 100 ($625.00) Dollars per month and the Percentage Rentals, based upon thirty percent of Gross Receipts of both faces on the structure, shall likewise be reduced by half. IN WITNESS WHEREOF, the parties have executed this December 2003 Amendment in multiple counterparts as of the day and year first above written. WITNESSES: THE CITY OF NEW ORLEANS By and Through the NEW ORLEANS BUILDING CORPORATION Sean Cummings 0 Its: Executive Director MARCO OUTDOOR ADVERTISING, INC. By: William B. Lancaster Its: Treasurer/Chief Financial Officer Approved, NOBC-UPT Counsel" Marco/Interstate Amendment to Jail Lease 3 This Marco/Interstate Amendment to Jail Lease made by the New Orleans Building Corporation, Marco Outdoor Advertising, Inc. ("Marco") and Interstate Outdoor Advertising, Interstate-") is entered into ll]1S day of A 2004WHEREAS, NOBC is the lessee and/or assignee of certain interests, rights and Obligations the New Orleans Union Passenger Terminal Committee and/or the City of New Orleans had concerning the Union Passenger Terminal, including but not limited to all rights oft way and contracts with third parties; WHEREAS, NOBC entered into a certain outdoor advertising lease with Interstate on July 17, 2002 for the placement ofa two faced billboard on the east side of route I-I0, approximately one mile south of intersecting State Route 61, a copy of which lease is incorporated herein by reference ("Jail Lease"); WHEREAS, a dispute arose between Marco and Interstate regarding the Jail Lease; WHEREAS, an agreement was reached between Marco, Interstate and NOBC regarding the Jail Lease, which agreement is memorialized in the December 18, 2003 letter from Interstate to Marco, which letter is incorporated herein by reference; WHEREAS, as part of the'December 18, 2003 agreement reached by Marco and Interstate regarding the Jail Lease, Marco and I nterstate will be co-tenants of the billboard pole that is the subject of this Jail Lease and as such each will be 1'2-zteralici, severally responsible for - their' respective sign faces and for the rent due pursuant to paragraph 6 ofthe Jail Lease; AND NOW, THEREFORE, the parties agree as follows: 1. 'The Jail Lease is hereby amended to reflect that Marco is now a co~tenant with Interstate in said Jail Lease and as a result, Marco and Interstate are severally responsible for their respective sign faces and for the rent due pursuant to Paragraph 6 ofthe Jail Lease. 1' 2. This Marco/Interstate Amendment to the Jail Lease is ziddended to the Jail Lease and incorporated therein thereby modifying the Jail Lease pursuant to the terms herein. IN WITNESS WHEREOF, the parties have executed this Marco/Interstate Amendment to Jail Lease in multiple counterparts as ofthe day. and' year' first vitritten zibovei. THE CITY OF NEWMOHRLEANS By and Through the NEVV ORLEANS BUILDING CORPORATION By: Sean Cummings Its: Executive Director MARCO OUTDOOR ADVERTISING, INC. By: William B.iLancaster Its: Treasurer/Chief Financial Officer WITNESSES: INTERSTATE OUTDOOR ADVERTISING, L.P. Z7 t* /47 Gerber Chlef0P?"1""gOffi?er Dncumcr1ls\wptIuc5\llPT\Marcn Inusrslale Agreciitelil SECOND AIVIENDMENT TO FIFTH AGREEDIENT THIS SECOND AMENDMENT TO THE FIFTH AGREEMENT, made by and between The City of New Orleans by and through the New Orleans Building Corporation and Matfi Outdoor Advertising, Incorporated is entered into as of the 3-6 day of 2012. WHEREAS, the NOBC, (formerly the New Orleans Union Passenger Terminal) is a party to that certain Agreement dated May 1, 1932, with Winston Network, Inc., as amended by a Supplemental and Amending Agreement between the same parties, dated May 11, 1982, as amended by a Letter Agreement (Second Amendment) dated May 1, 1984 from Winston Network, Inc. to the New Orleans Union Passenger Terminal, as clarified and certified in a Letter Agreement dated May 21, 1999 from New Orleans Union Passenger Terminal to Marco, and as clarified, certified and amended in the Fifth Agreement dated December 3, 2001 between the parties, said Fifth Agreement amended January 23, 2002 by the parties (collectively, the "Agreement"); and WHEREAS, the parties hereto wish to further supplement and amend the Agreement; NOW, THEREFORE, the parties agree as follows: 1. Marco, at its own expense, will convert the. lett-hand face of its billboard structure located on NOBC property" by the New Orleans Arena (see annexed map designated as Exhibit fiom a static ad face to a digital ad face. 2. Ma1'co's payment terms to NOBC for the left--hand face shall change from a base payment of $7,500.00 annually to $24,000.00 annually and the percentage overage (should there be an overage) shall change from 30% of gross receipts received to 25% of gross receipts received. Said change in payment terms will be commensurate with the completion of the installation of the digital ad face. [Payment for the right--hand face shall remain at a base payment of $7,500.00 annually and a percentage overage of 30% of gross receipts received] 3. All other terms, conditions and provisions of the Agreement (as supplemented, amended, clarified and certified) shall remain in full force and effect, except as set forth in this Second Amendment to the ifth Agreement. Page 1 of 2 IN WITNESS WIIEREOF, the parties hereto have executed this Second Amendment to Fifth Agreement in multiple counterparts as ofthe day and year first above written. THE CITY OF NEW ORLEANS BY AND THROUGH THE NEW ORLEANS WITNESSES: BUILDING CORPORATION - Mitch Landrieu President WITNESS MARC OUTDOORADVERTISING, INC. .3 MEX . By: i cos' .c2..zJ_Q Marc E. Winston President Page 2 of).