Series A Shareholder Agreement among Comerica Bank-Texas, Zimmerman Sign Company, and Shareholder

Summary

This agreement, effective April 9, 2001, is between Comerica Bank-Texas, Zimmerman Sign Company, and a Series A Preferred Stock shareholder. The shareholder agrees not to receive or vote for any cash dividends on their Series A shares until July 1, 2002, though dividends may accrue during this period. Zimmerman Sign Company also agrees not to pay such dividends in violation of this agreement. The agreement is governed by Texas law and is related to the company's existing credit arrangements with Comerica Bank-Texas.

EX-10.18 14 sashhagrmt.txt SERIES A SHAREHOLDERS AGREEMENT AGREEMENT OF SHAREHOLDER (Series A Preferred: _______) This Agreement of Shareholder (the "Shareholder Agreement") is made and is effective as of April 9, 2001, by and between ____________________ ("Shareholder") and Comerica Bank-Texas ("Bank"). Reference is made to the Series A Preferred Stock (the "Stock"), as authorized and issued by Zimmerman Sign Company, a Texas corporation ("Issuer"). For valuable consideration, Shareholder and Bank agree as follows: 1. Ownership. Shareholder is the record and beneficial owner of shares of Stock and has the right and authority to enter into this Shareholder Agreement for the purposes herein expressed regarding such shares of Stock. 2. No Payment of Cash Dividends. For the period commencing with the date of this Shareholder Agreement and continuing through July 1, 2002, Shareholder will not receive, accept or cause to be paid (or vote Shareholder's Stock in favor of the payment of) any cash dividends on any shares of the Stock owned by Shareholder. As used herein, cash dividends means any dividends paid in cash, cash equivalents, or property, and shall not include dividends paid in the same class of stock of Issuer as is the Stock. 3. Accrual of Cash Dividends. Accrual of cash dividends during the above-described suspension period will be permitted, and Bank agrees that such accrual will not constitute an Event of Default under the Second Amended and Restated Revolving Credit and Term Loan Agreement (as amended) dated as of September 30, 1998 between Bank and Issuer. This Shareholder Agreement will be governed by the laws of the State of Texas. This Shareholder Agreement may be executed in one or more counterparts, each of which will be deemed an original, and which together will constitute one agreement. BANK: COMERICA BANK-TEXAS By: /s/ Deborah T. Purvin Name: Deborah T. Purvin Title: Vice President SHAREHOLDER: By: Name: Its: The undersigned Issuer, as of the above date, agrees not to pay any dividends in violation of the terms of this Shareholder Agreement, and further represents and warrants to Bank that it has the power and authority to execute, deliver and perform this Shareholder Agreement as a binding agreement of Issuer. ISSUER: ZIMMERMAN SIGN COMPANY By: /s/ Jeffrey P. Johnson Its: Vice President, Chief Financial Officer and Secretary