AMENDMENT NO. 1
Exhibit 4(h)(4)
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of August 27, 2010 among LAMAR MEDIA CORP. (the “Company”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
The Company, the Guarantors and the Trustee are parties to an Indenture dated as of April 22, 2010 (the “Indenture”). Pursuant to Section 8.01 of the Indenture, the Company, the Guarantors and the Trustee wish now to amend the Indenture in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Amendment to the Indenture. The Indenture shall be amended as follows:
Section 2.02 of the Indenture shall be amended by adding the following sentence to the end of the fifth paragraph as follows:
“Notwithstanding the foregoing, solely for purposes of the Exchange Offer, the Exchange Notes may be issuable only in registered form without coupons and in denominations of $1,000 and integral multiples of $1,000.”
Section 2. Conditions Precedent. The amendment set forth in Section 1 hereof shall become effective as of the date hereof.
Section 3. Miscellaneous. Except as herein provided, the Indenture shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.
[Remainder of page intentionally left blank; signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.
XXXXX MEDIA CORP. | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
AMERICAN SIGNS, INC. COLORADO LOGOS, INC. FLORIDA LOGOS, INC. KANSAS LOGOS, INC. XXXXX ADVERTISING OF COLORADO SPRINGS, INC. XXXXX ADVERTISING OF KENTUCKY, INC. XXXXX ADVERTISING OF MICHIGAN, INC. XXXXX ADVERTISING OF OKLAHOMA, INC. XXXXX ADVERTISING OF SOUTH DAKOTA, INC. XXXXX ADVERTISING OF YOUNGSTOWN, INC. XXXXX ADVERTISING SOUTHWEST, INC. LAMAR BENCHES, INC. LAMAR DOA TENNESSEE HOLDINGS, INC. LAMAR DOA TENNESSEE, INC. LAMAR ELECTRICAL, INC. LAMAR FLORIDA, INC. LAMAR I-40 WEST, INC. XXXXX XXXX CORPORATION LAMAR OCI NORTH CORPORATION LAMAR OCI SOUTH CORPORATION LAMAR OHIO OUTDOOR HOLDING CORP. LAMAR OKLAHOMA HOLDING COMPANY, INC. LAMAR PENSACOLA TRANSIT, INC. MICHIGAN LOGOS, INC. MINNESOTA LOGOS, INC. NEBRASKA LOGOS, INC. NEVADA LOGOS, INC. NEW MEXICO LOGOS, INC. O. B. WALLS, INC. OHIO LOGOS, INC. OUTDOOR MARKETING SYSTEMS, INC. PREMERE OUTDOOR, INC. SOUTH CAROLINA LOGOS, INC. TENNESSEE LOGOS, INC. TLC PROPERTIES II, INC. TLC PROPERTIES, INC. UTAH LOGOS, INC. | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Indenture]
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 NEW JERSEY LOGOS, L.L.C. OKLAHOMA LOGOS, L.L.C. PENNSYLVANIA LOGOS, LLC VIRGINIA LOGOS, LLC WASHINGTON LOGOS, L.L.C. | ||||
By: | Interstate Logos, L.L.C., its Managing Member | |||
By: | Lamar 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.
THE XXXXX COMPANY, L.L.C. | ||||
By: | Lamar Media Corp., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Indenture]
XXXXX ADVERTISING OF LOUISIANA, L.L.C. XXXXX ADVERTISING OF PENN, LLC LAMAR TENNESSEE, L.L.C. LC BILLBOARD L.L.C. | ||||
By: | The Xxxxx Company, L.L.C., its Managing Member | |||
By: | Lamar 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: | Lamar 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 |
[Signature Page to Amendment No. 1 to Indenture]
OUTDOOR PROMOTIONS WEST, LLC TRIUMPH OUTDOOR RHODE ISLAND, LLC | ||||
By: | Triumph Outdoor Holdings, LLC, its Managing Member | |||
By: | Lamar Central Outdoor, LLC, its Managing Member | |||
By: | Lamar Media Corp., 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 TRIUMPH OUTDOOR HOLDINGS, LLC | ||||
By: | Lamar Central Outdoor, LLC, its Managing Member | |||
By: | Lamar Media Corp., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer | |||
LAMAR CENTRAL OUTDOOR, LLC | ||||
By: | Lamar Media Corp., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Indenture]
LAMAR AIR, L.L.C. | ||||
By: | The Xxxxx Company, L.L.C., its Managing Member | |||
By: | Lamar Media Corp., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
LAMAR T.T.R., L.L.C. | ||||
By: | Xxxxx Advertising of Youngstown, Inc., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: Title: |
Xxxxx X. Xxxxx Executive Vice President and Chief Financial Officer |
OUTDOOR MARKETING SYSTEMS, L.L.C. | ||||
By: | Outdoor Marketing Systems, Inc., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: Title: |
Xxxxx X. Xxxxx Executive Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Indenture]
XXXX BILLBOARD LLC | ||||
By: | Xxxxx Xxxx Corporation, its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: |
Executive Vice President and Chief Financial Officer | |||
TEXAS LOGOS, L.P. | ||||
By: | Oklahoma Logos, L.L.C., its General Partner | |||
By: | Interstate Logos, L.L.C., its Managing Member | |||
By: | Lamar 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: | Lamar Media Corp., its Managing Member | |||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: |
Executive Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Indenture]
LAMAR ADVANTAGE HOLDING COMPANY | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||||
By: | /s/ Xxxxx X. Xxxx | |||
Name: | Xxxxx X. Xxxx | |||
Title: | Senior Associate |
[Signature Page to Amendment No. 1 to Indenture]