SUPPLEMENTAL INDENTURE TO INDENTURE DATED FEBRUARY 6, 2020

Exhibit 4.3

SUPPLEMENTAL INDENTURE

TO INDENTURE DATED FEBRUARY 6, 2020

    THIS SUPPLEMENTAL INDENTURE dated as of January 26, 2022, among XXXXX MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, SKY HIGH MURALS-COLOSSAL MEDIA, INC., a New York corporation (the “New Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, 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 predecessor trustee, The Bank of New York Mellon Trust Company, N.A., an Indenture, dated as of February 6, 2020 (the “Indenture”), providing for the issuance of 4.000% Senior Notes due 2030 (the “Notes”);

WHEREAS, the 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, all conditions precedent provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with.

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. The New Guarantor hereby agrees to provide a full and unconditional guarantee of the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 10 thereof, with the same effect and to the same extent as if the New Guarantor had been named as a Guarantor in 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.

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, which shall be taken as the statements of the Company, the Guarantors and the New Guarantor.

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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 GUARANTOR:

SKY HIGH MURALS-COLOSSAL MEDIA, INC.

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

COMPANY:

XXXXX MEDIA CORP.

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

INTERSTATE LOGOS TRS, LLC

By:    Lamar TRS Holdings, its Managing Member

By:    Xxxxx Media Corp., its Managing Member

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

XXXXX TEXAS LIMITED PARTNERSHIP

By:    The Lamar Company, L.L.C., its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, 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:    Xxxxx Media Corp., its Managing Member

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

XXXXX ADVANTAGE HOLDING COMPANY

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

XXXXX XXXX COMPANY, LLC

By:    Xxxxx Media Corp., its Class A Member

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, 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/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

FMG OUTDOOR HOLDINGS, LLC

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

[Signature Page to Supplemental Indenture]

FMO REAL ESTATE, LLC

OLYMPUS MEDIA/INDIANA, LLC

FAIRWAY CCO INDIANA, LLC

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

XXXXX STREET OUTDOOR HOLDINGS LLC

By: Xxxxx Media Corp., its sole member

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

XXXXX STREET OUTDOOR CC, LLC

XXXXX STREET OUTDOOR LLC

By: Xxxxx Street Outdoor Holdings LLC, its sole member

By: Xxxxx Media Corp., its sole member

By:    /s/Xxx Johnson______________________________ Name:    Xxx Xxxxxxx, Executive Vice-President

    and Chief Financial Officer

[Signature Page to Supplemental Indenture]

TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION, successor to The Bank of New York Mellon, Trust Company, N.A., as Trustee

    By:    /s/Xxxxxxx X. Duke______________________
Name:    Xxxxxxx Duke__________________________
Title:     Vice President__________________________

[Signature Page to Supplemental Indenture]