Attached files

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EX-4.2 - EX-4.2 - LAMAR ADVERTISING CO/NEWd707798dex42.htm
EX-31.2 - EX-31.2 - LAMAR ADVERTISING CO/NEWd707798dex312.htm
EX-12.(B) - EX-12.(B) - LAMAR ADVERTISING CO/NEWd707798dex12b.htm
EX-4.3 - EX-4.3 - LAMAR ADVERTISING CO/NEWd707798dex43.htm
EX-31.1 - EX-31.1 - LAMAR ADVERTISING CO/NEWd707798dex311.htm
EX-32.1 - EX-32.1 - LAMAR ADVERTISING CO/NEWd707798dex321.htm
EX-12.(A) - EX-12.(A) - LAMAR ADVERTISING CO/NEWd707798dex12a.htm
EX-4.4 - EX-4.4 - LAMAR ADVERTISING CO/NEWd707798dex44.htm
EXCEL - IDEA: XBRL DOCUMENT - LAMAR ADVERTISING CO/NEWFinancial_Report.xls
10-Q - FORM 10-Q - LAMAR ADVERTISING CO/NEWd707798d10q.htm

Exhibit 4.5

SUPPLEMENTAL INDENTURE

TO INDENTURE DATED OCTOBER 30, 2012

THIS SUPPLEMENTAL INDENTURE dated as of January 2, 2014, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, TLC PROPERTIES II, LLC, a Texas limited liability company (the “New Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee (the “Trustee”).

WHEREAS, each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an Indenture, dated as of October 30, 2012 (the “Indenture”), providing for the issuance of 5% Senior Subordinated Notes due 2023 (the “Notes”);

WHEREAS, New Guarantor desires to provide a guarantee (the “Guarantee”) of the obligations of the Company under the Notes and the Indenture, in accordance with Article 10 of the Indenture;

WHEREAS, pursuant to Section 8.01 of the Indenture, the Company, the Trustee, the Guarantors and the New Guarantor are authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Definitions. All terms used herein without definition have the meanings ascribed to them in the Indenture.

2. Guarantee. New Guarantor hereby agrees to provide a full and unconditional guarantee on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 10 thereof, in the form and substance of Exhibit B to the Indenture.

3. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors, the New Guarantor and the Trustee.

4. Indenture Remains in Full Force and Effect. This Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Indenture and the Notes, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full force and effect.

 

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5. Headings. The headings of the Articles and Sections of this Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.

6. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

7. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

8. Trustee Disclaimer. The Trustee is not responsible for the validity or sufficiency of this Supplemental Indenture nor for the recitals hereof.

IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 

New Guarantor:
TLC PROPERTIES II, LLC, a Texas limited liability company
By:   LAMAR INVESTMENTS, LLC,
  its Managing Member
By:   LAMAR TRS HOLDINGS, LLC,
  its Managing Member
By:   LAMAR MEDIA CORP.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
Company:
LAMAR MEDIA CORP.
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer

 

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Guarantors:
  COLORADO LOGOS, INC.
  FLORIDA LOGOS, INC.
  KANSAS LOGOS, INC.
  LAMAR ADVERTISING OF MICHIGAN, INC.
  LAMAR ADVERTISING OF YOUNGSTOWN, INC.
  LAMAR ADVERTISING SOUTHWEST, INC.
  LAMAR ELECTRICAL, INC.
  LAMAR OCI SOUTH CORPORATION
  LAMAR OHIO OUTDOOR HOLDING CORP.
  LAMAR PENSACOLA TRANSIT, INC.
  MICHIGAN LOGOS, INC.
  MINNESOTA LOGOS, INC.
  NEBRASKA LOGOS, INC.
  NEVADA LOGOS, INC.
  NEW MEXICO LOGOS, INC.
  OHIO LOGOS, INC.
  SOUTH CAROLINA LOGOS, INC.
  TENNESSEE LOGOS, INC.
  TLC PROPERTIES, INC.
  UTAH LOGOS, INC.
  By:    /s/ Keith A. Istre
    Name: Keith A. Istre
    Title:   Executive Vice President and
                Chief Financial Officer

 

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ARIZONA LOGOS, L.L.C.
DELAWARE LOGOS, L.L.C.
GEORGIA LOGOS, L.L.C.
KENTUCKY LOGOS, LLC
LOUISIANA INTERSTATE LOGOS, L.L.C.
MAINE LOGOS, L.L.C.
MISSISSIPPI LOGOS, L.L.C.
MISSOURI LOGOS, LLC
MONTANA LOGOS, LLC
NEW JERSEY LOGOS, L.L.C.
OKLAHOMA LOGOS, L.L.C.
PENNSYLVANIA LOGOS, LLC
VIRGINIA LOGOS, LLC
WASHINGTON LOGOS, L.L.C.
WISCONSIN LOGOS, LLC
By:   Interstate Logos, L.L.C., its Managing Member
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
INTERSTATE LOGOS, L.L.C.
THE LAMAR COMPANY, L.L.C.
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer

 

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LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C.
LAMAR ADVERTISING OF LOUISIANA, L.L.C.
LAMAR ADVERTISING OF PENN, LLC
LAMAR ADVERTISING OF SOUTH DAKOTA, L.L.C
LAMAR FLORIDA, L.L.C.
LAMAR OCI NORTH, L.L.C.
LAMAR TENNESSEE, L.L.C.
By:   The Lamar Company, L.L.C., its Managing Member
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP
By:   The Lamar Company, L.L.C., its General Partner
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
TLC FARMS, L.L.C.
TLC Properties, L.L.C.
By:   TLC Properties, Inc., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer

 

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OUTDOOR PROMOTIONS WEST, LLC
By:   Lamar Transit, LLC,
  its Managing Member
By:   Lamar TRS Holdings, LLC,
  its Managing Member
By:   Lamar Media Corp.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR ADVANTAGE GP COMPANY, LLC
LAMAR ADVANTAGE LP COMPANY, LLC
TRIUMPH OUTDOOR HOLDINGS, LLC
By:   Lamar Central Outdoor, LLC, its Managing Member
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR CENTRAL OUTDOOR, LLC
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer

 

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LAMAR AIR, L.L.C.
By:   The Lamar Company, L.L.C., its Managing Member
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
OUTDOOR MARKETING SYSTEMS, L.L.C.
By:   LAMAR TRANSIT, LLC,
  its Managing Member
By:   LAMAR TRS HOLDINGS, LLC,
  its Managing Member
By:   LAMAR MEDIA CORP.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.
By:   Lamar Advantage GP Company, LLC,
  its General Partner
By:   Lamar Central Outdoor, LLC,
  its Managing Member
By:   Lamar Media Corp.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer

 

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LAMAR ADVANTAGE HOLDING COMPANY
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR INVESTMENTS, LLC
By:   LAMAR TRS HOLDINGS, LLC,
  its Managing Member
By:   LAMAR MEDIA CORP.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR TRANSIT, LLC
By:   Lamar TRS Holdings, LLC
  its Managing Member
By:   Lamar Media Corp.
  its Managing Member,
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR TRS HOLDINGS, LLC
By:   LAMAR MEDIA CORP.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer

 

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TRIUMPH OUTDOOR RHODE ISLAND, LLC
By:   LAMAR TRANSIT, LLC,
  its Managing Member
By:   LAMAR TRS HOLDINGS, LLC,
  its Managing Member
By:   LAMAR MEDIA CORP.,
  its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR OBIE COMPANY, LLC,
By:   Lamar Media Corp., its Managing Member
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
LAMAR SERVICE COMPANY, LLC
By:   Its Managing Member,
  Lamar TRS Holdings, LLC
By:   Its Managing Member,
  Lamar Media Corp.
By:   /s/ Keith A. Istre
  Name: Keith A. Istre
  Title:   Executive Vice President and
              Chief Financial Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:   /s/ Julie H. Ramos
  Name: Julie H. Ramos
  Title:   Vice President

 

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SCHEDULE OF ADDITIONAL SUBSIDIARY GUARANTORS

 

Guarantor

  

Date of Agreement

Lamar Investments, LLC, a Delaware limited liability company    January 2, 2014
Lamar Obie Company, LLC, a Delaware limited liability company    January 2, 2014
Lamar Service Company, LLC, a Delaware limited liability company    January 2, 2014
Lamar Transit, LLC, a Delaware limited liability company    January 2, 2014
Lamar TRS Holdings, LLC, a Delaware limited liability company    January 2, 2014

 

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