Supplemental Indenture, dated as of February 1, 2019, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee
Exhibit 4.1
SUPPLEMENTAL INDENTURE
TO INDENTURE DATED JANUARY 28, 2016
THIS SUPPLEMENTAL INDENTURE dated as of February 1, 2019, among LAMAR MEDIA CORP., a Delaware corporation (the Company), the undersigned Guarantors party hereto 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 January 28, 2016, as amended or supplemented to the date hereof (the Indenture), providing for the issuance of 5 3/4% Senior Notes due 2026;
WHEREAS, the Company, the Trustee and the Guarantors desire to amend and restate the definition of Make Whole Amount in Section 1.01 of the Indenture;
WHEREAS, pursuant to Section 8.01 of the Indenture, the Company, the Trustee and the Guarantors are authorized to execute and deliver this Supplemental Indenture without the consent of the Noteholders; 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 Noteholders as follows:
1. Definitions. All terms used herein without definition have the meanings ascribed to them in the Indenture.
2. Indenture Amendment. The definition of Make Whole Amount in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:
Make Whole Amount means, as determined by the Company, with respect to any Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess, if any, of (A) an amount equal to the present value of (1) the redemption price of such Note at February 1, 2021 (as set forth in the table under Section 6 (Optional Redemption) of the Notes) plus (2) the remaining scheduled interest payments on the Notes to be redeemed (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date) to February 1, 2021 (other than interest accrued to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of the Notes to be redeemed.
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 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.
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IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
COMPANY: | ||
LAMAR MEDIA CORP. | ||
By: | /s/ Keith A. Istre | |
Name: | Keith A. Istre | |
Title: | Executive Vice President and Chief Financial Officer |
[Lamar Supplemental Indenture Signature Page]
GUARANTORS:
FMG OUTDOOR HOLDINGS, LLC LAMAR-FAIRWAY BLOCKER 1, INC. LAMAR-FAIRWAY BLOCKER 2, INC. MAGIC MEDIA, INC. FAIRWAY MEDIA GROUP, LLC FAIRWAY OUTDOOR ADVERTISING, LLC FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC FAIRWAY OUTDOOR FUNDING, LLC MCC OUTDOOR, LLC MAGIC MEDIA REAL ESTATE, LLC FMO REAL ESTATE, LLC DOUGLAS OUTDOOR ADVERTISING OF GA., INC. OLYMPUS MEDIA/INDIANA, LLC FAIRWAY CCO INDIANA, LLC | ||||
By: | /s/ Keith A. Istre | |||
Name: | Keith A. Istre | |||
Title: | Executive Vice President and Chief Financial Officer |
[Lamar Supplemental Indenture Signature Page]
COLORADO LOGOS, INC. KANSAS LOGOS, INC. LAMAR ADVERTISING OF MICHIGAN, INC. LAMAR ADVERTISING OF YOUNGSTOWN, INC. LAMAR ADVERTISING SOUTHWEST, INC. LAMAR AIRPORT ADVERTISING COMPANY 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 |
[Lamar Supplemental Indenture Signature Page]
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 HAMPSHIRE LOGOS, L.L.C. 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 |
[Lamar Supplemental Indenture Signature Page]
FLORIDA LOGOS, LLC | ||||
By: | Interstate Logos TRS, 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 |
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 |
[Lamar Supplemental Indenture Signature Page]
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 Supplemental Indenture Signature Page]
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 Supplemental Indenture Signature Page]
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 |
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 | |||
By: | /s/ Keith A. Istre | |||
Name: | Keith A. Istre | |||
Title: | Executive Vice President and Chief Financial Officer |
[Lamar Supplemental Indenture Signature Page]
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 |
[Lamar Supplemental Indenture Signature Page]
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 | ||||
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 Supplemental Indenture Signature Page]
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 |
[Lamar Supplemental Indenture Signature Page]
TRUSTEE: | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ R. Tarnas | |
Name: | R. Tarnas | |
Title: | Vice President |
[Lamar Supplemental Indenture Signature Page]