SUPPLEMENTAL INDENTURE TO INDENTURE DATED OCTOBER 30, 2012
Exhibit 4.2
SUPPLEMENTAL INDENTURE
TO INDENTURE DATED OCTOBER 30, 2012
THIS SUPPLEMENTAL INDENTURE dated as of July 28, 2015, among LAMAR MEDIA CORP., a Delaware corporation (the Company), the undersigned Guarantors party hereto, LAMAR ALLIANCE AIRPORT ADVERTISING COMPANY, a Nevada corporation (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.
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: | ||
LAMAR ALLIANCE AIRPORT ADVERTISING COMPANY, a Nevada corporation | ||
By: | /s/ Keith A. Istre | |
Keith A. Istre, 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 |
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Guarantors: |
LAMAR TRANSIT, LLC | ||
By: | Its Managing Member, | |
Lamar TRS Holdings, LLC, a Delaware | ||
limited liability company | ||
By: | Its Managing Member, | |
Lamar Media Corp., a Delaware | ||
corporation | ||
By: | /s/ Keith A. Istre | |
Keith A. Istre, Executive Vice President and | ||
Chief Financial Officer | ||
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 | ||
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 |
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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 | ||
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 | ||
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 |
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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 | ||
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 |
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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 | ||
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 | ||
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 |
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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 | ||
LAMAR ADVANTAGE HOLDING COMPANY | ||
By: | /s/ Keith A. Istre | |
Name: Keith A. Istre | ||
Title: Executive Vice President and | ||
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 |
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LAMAR SERVICE COMPANY, 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 | ||
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 | ||
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 |
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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 | ||
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 | ||
Trustee: | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Lawrence M. Kusch | |
Name: Lawrence M. Kusch | ||
Title: Vice President |
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