Indenture, dated as of January 10, 2014, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Medias 5 3/8% Senior Notes due 2024

EX-4.C.11 5 lamr-ex4c11_198.htm EX-4.C.11 lamr-ex4c11_198.htm

Exhibit 4(c)(11)

 

 

 

SUPPLEMENTAL INDENTURE

 

TO INDENTURE DATED OCTOBER 30, 2012

 

 

THIS SUPPLEMENTAL INDENTURE dated as of December 14, 2017, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, FLORIDA LOGOS, LLC, a Florida 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 having 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.

 

Guarantor:

 

FLORIDA LOGOS, LLC, a Florida limited liability company  

 

By: Interstate Logos TRS, LLC

Its: Managing Member

 

By: Lamar TRS Holdings, LLC

Its: Managing Member

 

By: Lamar Media Corp.

Its:  Sole and Managing Member

 

 

 

By:/s/ Keith A. Istre___________________

Keith A. Istre, Executive Vice-President/

Chief Financial Officer

 

 

LAMAR MEDIA CORP.

 

 

By:/s/ Keith A. Istre___________________
Name:Keith A. Istre
Title:Executive Vice President and

 

Chief Financial Officer

Guarantors:

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COLORADO LOGOS, INC.

KANSAS LOGOS, INC.

LAMAR AIRPORT ADVERTISING COMPANY

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.

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.

LAMAR CENTRAL OUTDOOR, LLC

THE LAMAR COMPANY, L.L.C.

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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LAMAR ADVERTISING OF COLORADO SPRINGS,

L.L.C.

LAMAR ADVERTISING OF LOUISIANA, L.L.C.

LAMAR ADVERTISING OF SOUTH DAKOTA,

L.L.C.

LAMAR AIR, 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

 

 

 

LAMAR ADVANTAGE GP COMPANY, LLC

LAMAR ADVANTAGE LP COMPANY, LLC

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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 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

 

 

 

LAMAR ADVANTAGE HOLDING COMPANY

 

 

By: /s/ Keith A. Istre___________________

Name: Keith A. Istre

Title: Executive Vice President and Chief

Financial Officer

 

 

 


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LAMAR INVESTMENTS, LLC

LAMAR SERVICE COMPANY, LLC

LAMAR TRANSIT, LLC

INTERSTATE LOGOS TRS, LLC

 

By:Lamar TRS Holdings, LLC, its Managing

Member

By:Lamar Media Corp., its Managing Member

Trustee:

 

 

By: /s/ Keith A. Istre___________________

Name: Keith A. Istre

Title: Executive Vice President and Chief

Financial Officer

 

 

 

OUTDOOR MARKETING SYSTEMS, L.L.C.

OUTDOOR PROMOTIONS WEST, LLC

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

 

 

 

TLC PROPERTIES II, LLC

 

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

 

 

 

LAMAR ADVERTISING OF PENN, LLC

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By:

The Lamar Company, L.L.C., its Class A 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

 

By:Lamar Transit, LLC, its Class B 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 Class A Member

 

 

By: /s/ Keith A. Istre___________________

Name: Keith A. Istre

Title: Executive Vice President and Chief

Financial Officer

 

By:Lamar Transit, LLC, its Class B 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

 

 

 

Trustee:

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

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By:/s/ Valere Boyd _____________________
Name:Valere Boyd
Title:  Vice President

 

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