SUPPLEMENTAL INDENTURE TO INDENTURE DATED JANUARY 10, 2014
Exhibit 4.4
TO INDENTURE DATED JANUARY 10, 2014
THIS SUPPLEMENTAL INDENTURE dated as of January 22, 2019, among XXXXX MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, FMG OUTDOOR HOLDINGS, LLC, a Delaware limited liability company; LAMAR-FAIRWAY BLOCKER 1, INC., a Delaware corporation (formerly known as GTCR/FMG Blocker Corp.); LAMAR-FAIRWAY BLOCKER 2, INC., a Delaware corporation (formerly known as NCP Fairway, Inc.); MAGIC MEDIA, INC., a Delaware corporation; FAIRWAY MEDIA GROUP, LLC, a Delaware limited liability company; FAIRWAY OUTDOOR ADVERTISING, LLC, a Delaware limited liability company; FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC, a Delaware limited liability company; FAIRWAY OUTDOOR FUNDING, LLC, a Delaware limited liability company; MCC OUTDOOR, LLC, a Georgia limited liability company; MAGIC MEDIA REAL ESTATE, LLC, a Delaware limited liability company; FMO REAL ESTATE, LLC, a Delaware limited liability company; XXXXXXX OUTDOOR ADVERTISING OF GA, INC., a Georgia corporation; OLYMPUS MEDIA/INDIANA, LLC, a Delaware limited liability company; and FAIRWAY CCO INDIANA, LLC, a Delaware limited liability company (the “New Guarantors”), 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 10, 2014 (the “Indenture”), providing for the issuance of 5 3/8% Senior Notes due 2024 (the “Notes”);
WHEREAS, New Guarantors desire 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 Guarantors 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 Guarantors hereby agree 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 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.
NEW 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
XXXXXXX OUTDOOR ADVERTISING OF GA, INC.
OLYMPUS MEDIA/INDIANA, LLC
FAIRWAY CCO INDIANA, LLC
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
COMPANY:
XXXXX MEDIA CORP.
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
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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
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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 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:Xxxxx Media Corp., its Managing Member
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
INTERSTATE LOGOS TRS, LLC
By:Lamar TRS Holdings, its Managing Member
By:Xxxxx Media Corp., its Managing Member
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
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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
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Chief Financial Officer |
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 Xxxxx 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
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Chief Financial Officer |
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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
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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
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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:Xxxxx Media Corp., its Managing Member
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
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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:Xxxxx Media Corp., its Managing Member
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
LAMAR ADVANTAGE HOLDING COMPANY
By:/s/ Xxxxx X. Xxxxx _____________________
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and
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Chief Financial Officer |
LAMAR INVESTMENTS, LLC
LAMAR SERVICE COMPANY, LLC
LAMAR TRANSIT, LLC
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
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Chief Financial Officer |
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FLORIDA LOGOS, LLC
By:Interstate Logos TRS, 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
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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
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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
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Chief Financial Officer |
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XXXXX ADVERTISING OF PENN, LLC
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
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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
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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
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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
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Chief Financial Officer |
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TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:/s/ Xxxxxxxx X. Kusch________ |
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