1
EXHIBIT 4.5
XXXXX MEDIA CORP.
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE dated as of July 20, 1999, is delivered
pursuant to Section 5.1 of the Indenture dated as of August 15, 1997 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, (the "1997 Indenture") among OUTDOOR COMMUNICATIONS, INC. ("the Company"),
a Delaware corporation, certain of its subsidiaries ("Guarantors") and FIRST
UNION NATIONAL BANK, a national banking corporation, as Trustee ("Trustee") (all
terms used herein without definition having the meanings ascribed to them in the
1997 Indenture).
The undersigned hereby agrees that:
1. Xxxxx Advertising Company has caused a subsidiary, Lamar Holdings
Merge Co. to merge into Xxxxx Advertising Company under the laws of the State of
Delaware ("Merger") and incident thereto caused the name of Xxxxx Advertising
Company to be changed to Xxxxx Media Corp.
2. Xxxxx Media Corp., being the Surviving Entity under the Merger as
provided under the 1997 Indenture, continues to be a corporation organized and
existing under the laws of the State of Delaware.
3. The Surviving Entity ratifies and confirms its obligations as the
"Company" under the 1997 Indenture and the securities issued thereunder.
4. Xxxxx Media Corp. hereby represents and warrants that the
representations and warranties set forth in the 1997 Indenture as amended by
this Supplemental Indenture are correct on and as of the date hereof.
5. The Guarantors of the Indenture, being the Subsidiaries of the
Surviving Entity listed below, hereby confirm and ratify their Guarantees of the
1997 Indenture and the Securities issued thereunder and acknowledge that their
Guarantees will continue to apply to the obligations of the Company under the
1997 Indenture.
6. All notices, requests and other communications provided for in the
1997 Indenture should be delivered to the respective parties hereto at the
following address:
2
Xxxxx Media Corp.
Attn: Xx. Xxxxx X. Xxxxx
Vice President - Finance
X.X. Xxx 00000
Xxxxx Xxxxx, XX 00000
7. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the 1997 Indenture.
8. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
Guarantors:
XXXXX MEDIA CORP.
INTERSTATE LOGOS, INC.
THE LAMAR CORPORATION
XXXXX ADVERTISING OF MOBILE, INC.
XXXXX ADVERTISING OF COLORADO
SPRINGS, INC.
XXXXX ADVERTISING OF SOUTH
MISSISSIPPI, INC.
XXXXX ADVERTISING OF XXXXXXX, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
XXXXX ADVERTISING OF SOUTH
GEORGIA, INC.
TLC PROPERTIES, INC.
TLC PROPERTIES, II, INC.
LAMAR PENSACOLA TRANSIT, INC.
XXXXX ADVERTISING OF
YOUNGSTOWN, INC.
NEBRASKA LOGOS, INC.
OKLAHOMA LOGO SIGNS, INC.
MISSOURI LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
TEXAS LOGOS, INC.
MISSISSIPPI LOGOS, INC.
GEORGIA LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
2
3
FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
COLORADO LOGOS, INC.
NEW MEXICO LOGOS, INC.
XXXXX ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
XXXXX ADVERTISING OF PENN, INC.
XXXXX ADVERTISING OF
MISSOURI, INC.
XXXXX ADVERTISING OF
MICHIGAN, INC.
LAMAR ELECTRICAL, INC.
XXXXX ADVERTISING OF
SOUTH DAKOTA, INC.
XXXXX ADVERTISING OF WEST VIRGINIA, INC.
XXXXX ADVERTISING OF
ASHLAND, INC.
AMERICAN SIGNS, INC.
LAMAR OCI NORTH CORPORATION
LAMAR OCI SOUTH CORPORATION
XXXXX ADVERTISING OF
GREENVILLE, INC.
XXXXX XXXXXXXX, INC.
XXXXX ADVERTISING OF
KENTUCKY, INC.
XXXXX ADVERTISING OF XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Xxxxx Xxxxx, Vice - President - Financial
3
4
LAMAR TEXAS LIMITED PARTNERSHIP
By Lamar Texas General Partner, Inc.
Its general partner
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Xxxxx Xxxxx, Vice - President - Financial
LAMAR TENNESSEE, L.L.C.
By The Lamar Corporation, its manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Xxxxx Xxxxx, Vice - President - Financial
LAMAR AIR, L.L.C.
By The Lamar Corporation, its manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Xxxxx Xxxxx, Vice - President - Financial
TLC PROPERTIES, L.L.C.
By TLC Properties, Inc., its manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Xxxxx Xxxxx, Vice - President - Financial
Attest:
By: /s/ Xxxxx XxXxxxxx
--------------------------------------------
Xxxxx XxXxxxxx, Secretary
Accepted:
FIRST UNION NATIONAL BANK, as Trustee
By: /s/ Xxxxx Xxxxx
---------------------------------------------------
Title: Assistant Vice President Corporate Trust Group
------------------------------------------------
4
