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EXHIBIT 4.2
XXXXX ADVERTISING COMPANY
XXXXX OCI NORTH CORPORATION
XXXXX OCI SOUTH CORPORATION
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE dated as of October 1, 1998, 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 acquired all of the issued and
outstanding stock of Outdoor Communications, Inc. and caused it to merge into
Xxxxx Advertising Company under the laws of the State of Delaware ("Merger").
2. Xxxxx Advertising Company, being the Surviving Entity under the
Merger as provided under the 1997 Indenture, is a corporation organized and
existing under the laws of the State of Delaware.
3. Xxxxx Advertising Company hereby assumes all of the obligations of
Outdoor Communications, Inc. under the 1997 Indenture and the Securities issued
thereunder with all of the rights and obligations of the Company thereunder.
4. Xxxxx Advertising Company 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. Lamar OCI North Corporation and Lamar OCI South Corporation, former
subsidiaries of Outdoor Communications, Inc., under the names of OCI (N) Corp.
and OCI (S) Corp. respectively, 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:
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Xxxxx Advertising Company
Xxxxx OCI North Corporation
Xxxxx OCI South Corporation
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 ADVERTISING COMPANY
XXXXX OCI NORTH CORPORATION
XXXXX OCI SOUTH CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx., President and
Chief Executive Officer
Attest:
By: /s/ Xxxxxxx X. Xxxxx, III
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Xxxxxxx X. Xxxxx, III, Secretary
Xxxxx Advertising Company
Xxxxx OCI North Corporation
Xxxxx OCI South Corporation
Accepted:
FIRST UNION NATIONAL BANK, as Trustee
By: /s/ Xxxxx Xxxxxxxx
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Title: Vice President
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