1. Credit Manager Webinar February 13, 2009

2. Overview »Security Interests »Mechanic’s Liens »Bankruptcy »Additional Lease Credit Criteria Credit Manager Webinar | Overview Credit Manager Webinar | February 13, 2009

3. Security Interests »Three keys – –1. Security Agreement –Standard YESCO Agreement –Customer Contract Clause –2. Attachment –Collateral exists - we make a sign –3. Perfection –UCC-1 –Fixture Filing Credit Manager Webinar | Security Interests Credit Manager Webinar | February 13, 2009

4. Security Interests »Perfection –A matter of PRIORITY –Purchase Money Security Interest (PMSI) –20 day rule –We should file immediately upon the acceptance of the agreement. Credit Manager Webinar | Security Interests Credit Manager Webinar | February 13, 2009

5. Security Interests – Perfection Continued »UCC-1 versus Fixture Filing »Is a sign a fixture? –Maybe … –Massive Pylon? –Simple letters? –Monument sign? –Adaptation, annexation, intent (in NV) –Fixtures in NV for sales tax purposes Credit Manager Webinar | Security Interests Credit Manager Webinar | February 13, 2009

6. Current Procedure Credit Manager Webinar | Security Interests Credit Manager Webinar | February 13, 2009 StateContract Type Contract Amount File UCC-1?File Fixture Filing? Nevada Tax Lease Finance Lease Conditional Sale Less than $100KNo As deemed necessary by Credit Manager Nevada Tax Lease Finance Lease Conditional Sale More than $100K NoYes—Mandatory All Except NV Tax Lease Finance Lease Conditional Sale Less than $100KYes—Mandatory As deemed necessary by Credit Manager All Except NV Tax Lease Finance Lease Conditional Sale More than $100K Yes—Mandatory

7. New Procedure Credit Manager Webinar | Security Interests Credit Manager Webinar | February 13, 2009 State Contract Type Contract Amount File UCC-1? File Fixture Filing? Nevada Tax Lease Finance Lease Conditional Sale Less than $75K Yes, unless determined unnecessary by credit manger Nevada Tax Lease Finance Lease Conditional Sale More than $75K Yes, unless determined unnecessary by credit manger Yes—Mandatory All States Except NV Tax Lease Finance Lease Conditional Sale Less than $75KYes—Mandatory As deemed necessary by Credit Manager All States Except NV Tax Lease Finance Lease Conditional Sale More than $75KYes—Mandatory All StatesCash Sale Yes—if significant $ remains owing after delivery Mandatory—if more than $75K remains owing after delivery

8. Mechanic’s Liens »Optional – use as needed. »General lien against all real estate –Not specific to our sign (unlike security interest) –No right of repossession (unlike security interest) –No “first priority” like a PMSI »Upside –Can leverage payment –Can provide additional equity as security in bankruptcy (will discuss later) »Downside –Is a sign “real property?” –Unlikely to foreclose and receive actual benefit »NEVER USE “IN LEIU OF” SECURITY INTEREST Credit Manager Webinar | Mechanics Liens Credit Manager Webinar | February 13, 2009

9. Bankruptcy »Secured Claims –Secured creditors are generally paid up to the value of the collateral, the remainder is an unsecured claim –Valuation is complex »Preference Payments –Payments made within 90 days in some cases can be brought back into the bankruptcy estate –Exception for payments “in the ordinary course of business” –Granting a security interest can be considered a “payment” Credit Manager Webinar | Bankruptcy Credit Manager Webinar | February 13, 2009

10. Bankruptcy Continued »Executory Contracts and Unexpired Leases –Executory contract - performance under the contract still remains – generally excludes debt payments –Maintenance agreement – probably yes –Tax lease – probably yes –Outdoor Advertising – probably yes –Finance Lease ??? Maintenance probably yes, lease portion probably not – result is uncertain –Trustee can accept or reject these contracts, if rejected, then we have an unsecured claim for the breach, if we do not have a security interest or mechanics lien. Credit Manager Webinar | Bankruptcy Credit Manager Webinar | February 13, 2009

11. Additional Lease Credit Criteria »All leases >$500k to be approved by corporate »1.25 Minimum Cash Flow Coverage Ratio –(Net Income + Depr. & Amort.) / (Current portion of Long-Term Debt + Annual Lease Expense) »Cash Sale Price must be less than 25% Equity Credit Manager Webinar | Additional Lease Credit Criteria Credit Manager Webinar | February 13, 2009