Lamar Media 8K Entry into a Material Definitive Agreement | SEC 6 Feb 19

Exhibit 4.1

SUPPLEMENTAL INDENTURE

TO INDENTURE DATED JANUARY 28, 2016

THIS SUPPLEMENTAL INDENTURE dated as of February 1, 2019, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto 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 28, 2016, as amended or supplemented to the date hereof (the “Indenture”), providing for the issuance of 5 3/4% Senior Notes due 2026;

WHEREAS, the Company, the Trustee and the Guarantors desire to amend and restate the definition of “Make Whole Amount” in Section 1.01 of the Indenture;

WHEREAS, pursuant to Section 8.01 of the Indenture, the Company, the Trustee and the Guarantors are authorized to execute and deliver this Supplemental Indenture without the consent of the Noteholders; 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 Noteholders as follows:

1. Definitions. All terms used herein without definition have the meanings ascribed to them in the Indenture.

2. Indenture Amendment. The definition of “Make Whole Amount” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows:

“Make Whole Amount” means, as determined by the Company, with respect to any Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess, if any, of (A) an amount equal to the present value of (1) the redemption price of such Note at February 1, 2021 (as set forth in the table under Section 6 (Optional Redemption) of the Notes) plus (2) the remaining scheduled interest payments on the Notes to be redeemed (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date) to February 1, 2021 (other than interest accrued to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of the Notes to be redeemed.

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 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.


COMPANY:

LAMAR MEDIA CORP.

By:		/s/ Keith A. Istre
Name:		Keith A. Istre
Title:		Executive Vice President and Chief Financial Officer