Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Medias 5% Senior Subordinated Notes due 2023

Contract Categories: Business Finance - Indenture Agreements
EX-4.3 3 lamr-ex43_89.htm EX-4.3 lamr-ex43_89.htm

Exhibit 4.3

SUPPLEMENTAL INDENTURE

 

TO INDENTURE DATED OCTOBER 30, 2012

 

 

THIS SUPPLEMENTAL INDENTURE dated as of January 22, 2019, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, NEW HAMPSHIRE LOGOS, L.L.C., a New Hampshire 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.

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.

 

NEW GUARANTOR:

 

NEW HAMPSHIRE LOGOS, L.L.C., a New Hampshire limited liability company

 

By:Interstate Logos, L.L.C., its sole managing member

 

By:Lamar Media Corp., its sole managing member

 

 

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

 

Chief Financial Officer

 


 

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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

 


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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 TRS, LLC

 

By:Lamar TRS Holdings, 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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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 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_______________________

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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 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

 

By:Lamar TRS Holdings, LLC, its Managing

Member

By:Lamar Media Corp., its Managing Member

 

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By: /s/ Keith A. Istre_______________________

Name: Keith A. Istre

Title: Executive Vice President and Chief

Financial Officer

 

 

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

 

 


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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

 

 


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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 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

 

 


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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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