ZIMMERMAN SIGN CO
THIRD RESTATED NOTE
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>credit3.txt
<DESCRIPTION>THIRD RESTATED NOTE
<TEXT>

                      THIRD RESTATED REVOLVING CREDIT NOTE


$17,000,000.00                    Dallas, Texas                    April 9, 2001


         FOR VALUE RECEIVED, ZIMMERMAN SIGN COMPANY, a Texas corporation, (the
"Maker"), promises to pay to the order of COMERICA BANK-TEXAS (the "Bank") at
1601 Elm Street, Dallas, Texas 75201, on July 1, 2002, (unless sooner due under
the terms of the Loan Agreement, as that term is defined below) an aggregate
principal sum of Seventeen Million and No/100 Dollars ($17,000,000.00) or, if
less, the aggregate unpaid principal sum shown on the schedule which, at the
sole option of the Bank, may be attached hereto and made a part hereof.

         The unpaid principal amount of this Note shall bear interest and be
payable as provided in that certain Second Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of September 30, 1998, between the Maker and
the Bank, that certain First Amendment to the Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of July 31, 2000, between the
Maker and the Bank, and that certain Second Amendment to the Second Amended and
Restated Revolving Credit and Term Loan Agreement, dated of even date herewith,
between the Maker and the Bank (as amended from time to time, the "Loan
Agreement") and this Note is the Revolving Credit Note referred to in the Loan
Agreement. Interest shall be payable as provided in the Loan Agreement until
maturity (whether by acceleration or otherwise) and, from and after such
maturity, on demand. Reference is hereby made to the Loan Agreement for a
statement of its terms and conditions, including those conditions under which
this Note may be accelerated. Unless otherwise defined herein, capitalized terms
herein shall have the meanings given such terms in the Loan Agreement.

         If an Event of Default (as defined in the Loan Agreement) occurs and is
not cured within the time, if any, provided for by the Loan Agreement and is
continuing, the Bank may exercise any one or more of the rights (including the
right to accelerate this Note and any other Indebtedness, as defined in the Loan
Agreement) and remedies granted by the Loan Agreement, or given to a secured
party under applicable law.

         The Bank is hereby granted a security interest in all property of the
Maker at any time in the possession of the Bank and in all balances of deposit
accounts of the Maker from time to time with the Bank. If an Event of Default
occurs and is not cured within the time, if any, provided for by the Loan
Agreement, then the Bank, upon the occurrence and continuance of any such Event
of Default, or after the expiration of any time provided for cure, may at its
option and without prior notice to the Maker declare the principal of and
interest on this Note to be immediately due and payable and may set off against
the principal of and interest on this Note (i) any amount owing by the Bank to
the Maker (ii) any property of the Maker in the possession of the Bank and (iii)
any amount in any deposit account of the Maker with the Bank.

         No agreements, conditions, provisions or stipulations contained in this
Note or in any other agreement between the Maker and the Bank, or the occurrence
of an Event of Default, or the exercise by the Bank of the right to accelerate
the payment of the maturity of principal and interest, or to


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exercise any option whatsoever contained in this Note or any other agreement
between the Maker and the Bank, or the arising of any contingency whatsoever,
shall entitle the Bank to collect, in any event, interest exceeding the maximum
rate of nonusurious interest allowed from time to time by applicable state or
federal laws as now or as may hereinafter be in effect (the "Maximum Legal
Rate") and in no event shall the Maker be obligated to pay interest exceeding
such Maximum Legal Rate, and all agreements, conditions or stipulations, if any,
which may in any event or contingency whatsoever operate to bind, obligate or
compel the Maker to pay a rate of interest exceeding the Maximum Legal Rate
shall be without binding force or effect, at law or in equity, to the extent
only of the excess of interest over such Maximum Legal Rate. In the event any
interest is charged in excess of the Maximum Legal Rate (the "Excess"), the
Maker acknowledges and stipulates that any such charge shall be the result of an
accidental and bona fide error, and such Excess shall be, first, applied to
reduce the principal of any obligations due, and, second, returned to the Maker,
it being the intention of the parties hereto not to enter at any time into an
usurious or otherwise illegal relationship. The parties hereto recognize that
with fluctuations in the prime commercial interest rate from time to time
announced by the Bank such an unintentional result could inadvertently occur. By
the execution of this Note, the Maker covenants that (a) the credit or return of
any Excess shall constitute the acceptance by the Maker of such Excess, and (b)
the Maker shall not seek or pursue any other remedy, legal or equitable, against
the Bank based, in whole or in part, upon the charging or receiving of any
interest in excess of the Maximum Legal Rate. For the purpose of determining
whether or not any Excess has been contracted for, charged or received by the
Bank, all interest at any time contracted for, charged or received by the Bank
in connection with the Maker's obligations shall be amortized, prorated,
allocated and spread in equal parts during the entire term of this Note. If at
any time the rate of interest payable hereunder shall be computed on the basis
of the Maximum Legal Rate, any subsequent reduction in the Contract Rate shall
not reduce such interest thereafter payable hereunder below the amount computed
on the basis of the Maximum Legal Rate until the aggregate amount of such
interest accrued and payable under this Note equals the total amount of interest
which would have accrued if such interest had been at all times computed solely
on the basis of the Contract Rate.

         Unless preempted by federal law, the rate of interest from time to time
in effect hereunder shall not exceed the "applicable weekly ceiling" from time
to time in effect under Chapter 303 of the Texas Finance Code, as amended.

         The provisions of this Note governing interest shall be deemed to be
incorporated into every document or communication relating to the obligations
which sets forth or prescribes any account, right or claims or alleged account,
right or claim of the Bank with respect to the Maker (or any other obligor in
respect of the obligations), whether or not any provisions of this Note is
referred to therein. All such documents and communications and all figures set
forth therein shall, for the sole purpose of computing the extent of the
obligations asserted by the Bank thereunder, be automatically recomputed by the
Maker or any other obligor, and by any court considering the same, to give
effect to the adjustments or credits required by this Note. This Note will be
governed by the laws of the State of Texas. Maker waives (to the extent
permitted by applicable law) all rights to a trial by jury in any proceedings
relating to this Note or any other Loan Documents.



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<PAGE>


         If the applicable state or federal law is amended in the future to
allow a greater rate of interest to be charged under this Note than is presently
allowed by applicable state or federal law, then the limitation of interest
hereunder shall be increased to the maximum rate of interest allowed by
applicable state or federal law, as amended, which increase shall be effective
hereunder on the effective date of such amendment, and all interest charges
owing to the Bank by reason thereof shall be payable upon demand.

         The provisions of Chapter 346 of the Texas Finance Code (Vernon's Texas
Code Annotated), as amended, are specifically declared by the parties hereto not
to be applicable to this Note or any of the other agreements executed in
connection herewith or therewith or to the transactions contemplated hereby or
thereby.

         Except as provided for in the Loan Agreement, the Maker and all
guarantors and endorsers (i) waive presentment, demand, protest and notice of
dishonor, (ii) agree that no extension or indulgence to the Maker or release or
nonenforcement of any security, whether with or without notice, shall affect the
obligations of any guarantor or endorser, and (iii) agree to reimburse the
holder of this Note for any and all costs and expenses (including, but not
limited to, reasonable attorney fees) incurred in collecting or attempting to
collect any and all principal of and interest on this Note.

         Should this Note be signed by more than one party, all of the
obligations herein contained shall be the joint and several obligations of each
signatory hereto.

         This Note is given in modification and restatement of (but not as a
substitution for or novation of) that certain Second Restated Revolving Credit
Note dated July 31, 2000, in the original principal amount of $17,000,000.00,
executed by the Maker and payable to the order of the Bank, and this Note is
entitled to the benefits of all collateral securing such prior note.

         IN WITNESS WHEREOF, the Maker has executed this Note the 9th day of
April, 2001.

    ZIMMERMAN SIGN COMPANY


    By:   /s/  Jeffrey P. Johnson
          --------------------------------------------
         Name:    Jeffrey P. Johnson
         Title:    Vice President, Chief Financial Officer
                  and Secretary



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</DOCUMENT>
