SUPPLEMENTAL INDENTURE TO INDENTURE DATED JANUARY 28, 2016
Exhibit 4(e)(5)
TO INDENTURE DATED JANUARY 28, 2016
THIS SUPPLEMENTAL INDENTURE dated as of December 14, 2017, among XXXXX 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 January 28, 2016 (the "Indenture"), providing for the issuance of 5 3/4% Senior Notes due 2026 (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.
1
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: Xxxxx Media Corp.
Its: Sole and Managing Member
By:/s/ Xxxxx X. Xxxxx __________________
Xxxxx X. Xxxxx, Executive Vice-President/
Chief Financial Officer
XXXXX MEDIA CORP.
|
|
By:/s/ Xxxxx X. Xxxxx __________________ |
|
|
Chief Financial Officer |
2
Guarantors:
COLORADO LOGOS, INC.
KANSAS LOGOS, INC.
LAMAR AIRPORT ADVERTISING COMPANY
XXXXX ADVERTISING OF MICHIGAN, INC.
XXXXX ADVERTISING OF YOUNGSTOWN, INC.
XXXXX 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/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
3
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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
INTERSTATE LOGOS, L.L.C.
LAMAR CENTRAL OUTDOOR, LLC
THE XXXXX COMPANY, L.L.C.
LAMAR TRS HOLDINGS, LLC
By: Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
4
XXXXX ADVERTISING OF COLORADO SPRINGS,
L.L.C.
XXXXX ADVERTISING OF LOUISIANA, L.L.C.
XXXXX ADVERTISING OF SOUTH DAKOTA,
L.L.C.
LAMAR AIR, L.L.C.
XXXXX 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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
LAMAR TEXAS LIMITED PARTNERSHIP
By: The Xxxxx Company, L.L.C., its General Partner
By: Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
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/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
LAMAR ADVANTAGE GP COMPANY, LLC
LAMAR ADVANTAGE LP COMPANY, LLC
5
By:Lamar Central Outdoor, LLC, its Managing
Member
By:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
LAMAR ADVANTAGE HOLDING COMPANY
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
6
LAMAR INVESTMENTS, LLC
LAMAR SERVICE COMPANY, LLC
LAMAR TRANSIT, LLC
INTERSTATE LOGOS TRS, LLC
By:Lamar TRS Holdings, LLC, its Managing
Member
By:Xxxxx Media Corp., its Managing Member
Trustee:
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXX ADVERTISING OF PENN, LLC
7
|
|
By: |
The Xxxxx Company, L.L.C., its Class A Member |
By:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXX XXXX COMPANY, LLC
By:Xxxxx Media Corp., its Class A Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
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:Xxxxx Media Corp., its Managing Member
By: /s/ Xxxxx X. Xxxxx __________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
8
Trustee:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:/s/ Valere Boyd____________
Name:Xxxxxx Xxxx
Title: Vice President
9
