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EXHIBIT 4.5
FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 1996, among LAMAR
ADVERTISING COMPANY a corporation duly organized and existing under the laws of
the State of Delaware (herein, with its successors and assigns, called the
"Company"), having its principal office at 5551 Corporate Boulevard, Baton
Rouge, Louisiana 70808, each of the Subsidiary Guarantors (as defined in the
Original Indenture, as hereinafter defined) and STATE STREET BANK AND TRUST
COMPANY, a banking corporation duly organized and existing under the laws of
the Commonwealth of Massachusetts and having its principal office at 225
Franklin Street, Boston, Massachusetts (herein called the "Trustee").
The Company has heretofore executed and delivered to the Trustee an
Indenture (hereinafter called the "Original Indenture" and as such Original
Indenture is amended by this First Supplemental Indenture and as it may be
amended hereafter by other supplemental indentures, the "Indenture") dated as
of May 15, 1993, providing for the issuance of $100,000,000 in principal amount
of 11% Senior Secured Notes due May 15, 2003 (the "Notes").
Section 902 of the Original Indenture provides, among other things,
that the Company, the Subsidiary Guarantors and the Trustee may enter into
indentures supplemental thereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions thereof (with
exceptions not applicable hereto) with the written consent of the holders of
not less than a majority in principal amount of the Outstanding Securities (as
defined therein).
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NOW, THEREFORE, in consideration of mutual agreements herein
contained, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee
hereby agree as follows:
1. SECTION 1009. Limitation on Company Indebtedness.
Clauses (i) and (iii) of Section 1009 of the Indenture are
amended as follows and the remaining portions of Section 1009 shall remain
unchanged:
(i) Indebtedness in an aggregate principal amount at any one
time outstanding not to exceed $20,000,000 under (1) any Permitted
Working Capital Facility, (2) any term loan facility under the Bank
Credit Agreement or (3) any combination of the foregoing, excluding
from such outstanding Indebtedness any outstanding Indebtedness
Incurred pursuant to the first paragraph of this Section 1009 and
designated as such by the Company to the Trustee at the time of such
Incurrence or at any time thereafter (whether or not such Indebtedness
could at such later time have been so Incurred).
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(iii) Indebtedness Incurred to renew, extend, refund,
restate, replace, refinance, substitute, restructure, supplement,
amend or modify any outstanding Indebtedness; provided, however, that
such Indebtedness does not exceed the principal amount of Indebtedness
so renewed, refunded, extended, restated, replaced, refinanced,
substituted, restructured, supplemented, amended or modified plus the
amount of any premium required to be paid in connection with such
refinancing pursuant to the terms of the Indebtedness refinanced or
the amount of any premium reasonably determined by the Company as
necessary to accomplish such refinancing by means of a tender offer or
privately negotiated repurchase, plus the expenses of the Company
incurred in connection with such refinancing; and provided, however,
that Indebtedness the proceeds of which are used to refinance or
refund Indebtedness which is pari passu to the Securities or
Indebtedness which is subordinate in right of payment to the
Securities shall only be permitted if (A) in the case of any
refinancing or refunding of Indebtedness which is pari passu to the
Securities, the refinancing or refunding Indebtedness is made pari
passu to the Securities or subordinated to the Securities, (B) in the
case of any refinancing or refunding of Indebtedness which is
subordinated to the Securities, the refinancing or refunding is made
subordinate to the Securities at least to the same extent as the
Indebtedness being refinanced, and (C) in the case of any refinancing
of pari passu or subordinate Indebtedness, other than any such
Indebtedness Incurred pursuant to Clause (i) of Section 1009, such
refinancing Indebtedness does not have an Average Life less than the
Average Life of the
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Indebtedness being refinanced and does not have a final scheduled
maturity earlier than the final scheduled maturity, or permit
redemption at the option of the holder earlier than the earliest date
of redemption at the option of the holder, of the Indebtedness being
refinanced;
2. SECTION 1010. Limitation on Restricted Subsidiary Indebtedness and
Preferred Stock.
Clauses (1) and (6) of Section 1010 of the Indenture are
amended as follows and the remaining portions of Section 1010 shall remain
unchanged:
(1) Guarantees by Subsidiary Guarantors of (a) the
Securities, (b) Indebtedness Incurred pursuant to Clause (i) of
Section 1009, (c) Indebtedness Incurred pursuant to the first
paragraph of Section 1009 in a maximum amount outstanding not in
excess of $58,250,000 minus (i) Indebtedness referred to in the
immediately preceding subclause (b) and (ii) principal payments
irrevocably and indefeasibly made in respect of Indebtedness incurred
after June 30, 1996 and guaranteed pursuant to this subclause (c) and
(d) obligations under any Interest Rate Protection Agreement (as
defined in the Bank Credit Agreement).
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(6) Indebtedness or Preferred Stock that is exchanged
for, or the proceeds of which are used to refinance or refund, any
Indebtedness or Preferred Stock permitted to be outstanding pursuant
to Clauses (2), (4) and (5) of this Section 1010, and Guarantees by
Subsidiary Guarantors of Indebtedness that is exchanged for, or the
proceeds of which are used to refinance or refund, (A) any
Indebtedness referred to in Clause (1) of this Section 1010 or (B) any
Indebtedness Incurred pursuant to Clause (iii) of Section 1009 in
respect of any Indebtedness referred to in such Clause (1) in each
case with respect to Indebtedness or Preferred Stock in an aggregate
principal amount not to exceed the principal amount of the
Indebtedness, in the case of Indebtedness, or the liquidation
preference of the Preferred Stock, in the case of Preferred Stock,
plus the amount of any premium required to be paid in connection with
such refinancing or refunding pursuant to the terms of the
Indebtedness or Preferred Stock refinanced or refunded or the amount
of any premium reasonably determined by the Company as necessary to
accomplish such refinancing or refunding by means of a tender offer or
privately negotiated repurchase, plus the amount of expenses of the
Company and the Restricted Subsidiary incurred in connection with such
refinancing or refunding; provided, however, that in the case of any
refinancing of Preferred Stock, such Preferred Stock is exchanged for
or refinanced with Preferred Stock; provided, further, that such
Indebtedness, other than any such Indebtedness Incurred pursuant to
(y) subclause (A) of this Clause 6 in respect of Indebtedness referred
to in subclause (b) of Clause 1 of this Section 1010 and (z)
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subclause (B) of this Clause 6, or Preferred Stock does not have an
Average Life less than the Average Life of the Indebtedness or
Preferred Stock being refinanced and does not have a final scheduled
maturity earlier than the final scheduled maturity, or permit
redemption at the option of the holder earlier than the earliest date
of redemption at the option of the holder, of the Indebtedness or
Preferred Stock being refinanced;
3. SECTION 1012. Limitation on Liens.
Clause (a)(1) of Section 1012 of the Indenture is amended as
follows and the remaining portions of Section 1012 shall remain unchanged:
(1) Liens with respect to Collateral required to be
pledged pursuant to the Pledge Agreement and securing (a) Indebtedness
Incurred pursuant to Clause (i) of Section 1009, (b) Indebtedness
Incurred pursuant to the first paragraph of Section 1009 in a maximum
amount outstanding not in excess of $58,250,000 minus (i) Indebtedness
referred to in the immediately preceding subclause (a) and (ii)
principal payments irrevocably and indefeasibly made in respect of
Indebtedness secured by Liens Incurred pursuant to this subclause (b)
after June 30, 1996 and (c) obligations in respect of any Interest
Rate Protection Agreement (as defined in the Bank Credit Agreement);
4. SECTION 101. Definitions.
The following definitions in Section 101 of the Indenture are amended
as indicated and the remaining definitions shall remain unchanged:
"Bank Credit Agreement" means the Credit Agreement dated as of
May 19, 1993 and entered into by and among the Company, the Subsidiary
Guarantors, certain financial institutions parties thereto and The Chase
Manhattan Bank (National Association), as Agent Bank (the "Agent Bank") and any
credit or loan agreement which may be entered into subsequent to the date of
such Credit Agreement from time to time by and among the Company, the
Subsidiary Guarantors and any financial institution or institutions and Agent
Bank, or different lenders and a different agent for any purpose including,
without limitation, the refinancing or replacement of the full amount, or any
portion, of the credit (including unfunded commitments) extended under such
Credit Agreement, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, in each
case as the same may be amended, modified, supplemented, renewed, extended or
restated from time to time.
"Bank Obligations" means the obligations of the Company under
a Bank Credit Agreement.
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5. Miscellaneous
(a) This First Supplemental Indenture is expressly made
supplemental to and shall form a part of the Indenture and is made subject to
all of the conditions, covenants and warranties contained in the Original
Indenture, as supplemented hereby.
(b) All of the provisions of this First Supplemental
Indenture shall bind and inure to the benefit of the successors and assigns of
the Company, the Subsidiary Guarantors and the Trustee.
(c) The First Supplemental Indenture may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this First
Supplemental Indenture by signing any such counterpart.
IN WITNESS WHEREOF, the parties have each caused this First
Supplemental Indenture to be duly executed and attested by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
LAMAR ADVERTISING COMPANY
By:
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(Title)
Attest:
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THE LAMAR CORPORATION
INTERSTATE LOGOS, INC.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
LAMAR ADVERTISING OF JACKSON,INC.
LAMAR ADVERTISING OF MOBILE, INC.
LAMAR ADVERTISING OF
SOUTH GEORGIA, INC.
LAMAR ADVERTISING OF
SOUTH MISSISSIPPI, INC.
TLC PROPERTIES, INC.
MISSOURI LOGOS, INC.
NEBRASKA LOGOS, INC.
OKLAHOMA LOGO SIGNS, INC.
UTAH LOGOS, INC.
OHIO LOGOS, INC.
TEXAS LOGOS, INC.
MISSISSIPPI LOGOS, INC.
LAMAR TEXAS GENERAL
PARTNER, INC.
LAMAR TENNESSEE
LIMITED PARTNER, INC.
LAMAR TEXAS LIMITED
PARTNER, INC.
LAMAR TENNESSEE
LIMITED PARTNERSHIP
GEORGIA LOGOS, INC.
NEW JERSEY LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
LAMAR TENNESSEE LIMITED
PARTNERSHIP, INC.
MICHIGAN LOGOS, INC.
LAMAR PENSACOLA TRANSIT, INC.
Each as a Subsidiary Guarantor
By:
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(Title)
Attest:
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MINNESOTA LOGOS, a Partnership
By: Minnesota Logos, Inc., its
General Partner
By:
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(Title)
Attest:
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LAMAR TENNESSEE LIMITED
PARTNERSHIP
By: Lamar Tennessee Limited
Partner, Inc.,
its General Partner
By:
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(Title)
Attest:
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LAMAR TENNESSEE LIMITED
PARTNERSHIP II
By: Lamar Tennessee Limited
Partnership, Inc., its
General Partner
By:
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(Title)
Attest:
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LAMAR TEXAS LIMITED PARTNERSHIP
By: Lamar Texas General Partner, Inc.
its General Partner
By:
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(Title)
Attest:
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STATE STREET BANK AND
TRUST COMPANY, as Trustee
By:
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(Title)
Attest:
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