SUPPLEMENTAL INDENTURE TO INDENTURE DATED MARCH 27, 2009
Exhibit 4(g)(5)
TO INDENTURE DATED MARCH 27, 2009
THIS SUPPLEMENTAL INDENTURE dated as of October 20, 2011, among XXXXX MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, MONTANA LOGOS, LLC, a Montana 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 March 27, 2009 (the “Indenture”), providing for the issuance of 9 3/4% Senior Subordinated Notes due 2014 (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 First 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 Securities, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full force and effect.
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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: | ||
| Montana Logos, LLC, a Montana limited liability company | ||
| By: | Its Managing Member, Interstate Logos, L.L.C., a Louisiana limited liability company | |
| By: | Its Managing Member, Xxxxx Media Corp., a Delaware corporation | |
| By: | /s/ Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx, Executive Vice- President/ Chief Financial Officer | ||
| XXXXX MEDIA CORP. | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
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| 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 | |||
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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 NEW JERSEY LOGOS, L.L.C. OKLAHOMA LOGOS, L.L.C. PENNSYLVANIA LOGOS, LLC VIRGINIA LOGOS, LLC WASHINGTON LOGOS, L.L.C. WISCONSIN LOGOS, LLC MONTANA LOGOS, LLC | ||||
| 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 | |||
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| 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 | |||
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| 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: | Xxxxx Media Corp., its Managing Member | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
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| 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: | Xxxxx X. Xxxxx | |||
| Title: | 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: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| 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 | |||
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| 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 | |||
| LAMAR ADVANTAGE HOLDING COMPANY | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Vice President | |||
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