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EXHIBIT 4.10
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
LAMAR ADVERTISING COMPANY
8 5/8% SENIOR SUBORDINATED NOTE DUE 2007
No. A-1 $200,000,000
CUSIP No. 512815 AE 1
LAMAR ADVERTISING COMPANY, a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of $200,000,000, on
September 15, 2007.
Interest Payment Dates: March 15 and September 15, commencing March 15,
1998.
Record Dates: March 1 and September 1, commencing March 1, 1998
(whether or nor a business day).
Additional provisions of this Note are set forth on the other side of this Note.
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IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
LAMAR ADVERTISING COMPANY
By:
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Kevin P. Reilly, Jr., President
By:
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Keith A. Istre, Treasurer
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated: December 16, 1997
STATE STREET BANK AND
TRUST COMPANY
as Trustee, certifies that this
is one of the 8 5/8% Senior
Subordinated Notes referred
to in the Indenture
By:
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Authorized Signatory
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REVERSE SIDE OF NOTE
LAMAR ADVERTISING COMPANY
8 5/8% SENIOR SUBORDINATED NOTE DUE 2007
1. INTEREST.
Lamar Advertising Company, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note semiannually on
March 15 and September 15 of each year (each an "Interest Payment Date"),
commencing on March 15, 1998 at the rate of 8 5/8% per annum. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Interest shall
accrue from the most recent date to which interest has been paid or duly
provided for, or if no interest has been paid or duly provided for, from
September 25, 1997.
The Company shall pay interest on overdue principal, and on overdue
premium, if any, and overdue interest, to the extent lawful, at a rate equal to
the rate of interest otherwise payable on the Notes.
2. METHOD OF PAYMENT.
The Company will pay interest on this Note provided for in Paragraph 1
above (except defaulted interest) to the person who is the registered Holder of
this Note at the close of business on the Record Date immediately preceding the
Interest Payment Date. The Holder must surrender this Note to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts; provided, however, that so long
as this Note is a Global Note such payments will be made in immediately
available funds and the Company may pay principal, premium, if any, and interest
on a Note which is not a Global Note by check payable in such money. The Company
may mail an interest check with respect to any Note that is not a Global Note to
the Holder's registered address.
3. PAYING AGENT AND REGISTRAR.
Initially, State Street Bank and Trust Company, a trust company duly
organized under the laws of the Commonwealth of Massachusetts (the "Trustee"),
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar without notice to the Holders of the Notes. Neither the Company nor
any of its Subsidiaries or Affiliates may act as Paying Agent but may act as
registrar or co-registrar.
4. INDENTURE; RESTRICTIVE COVENANTS.
The Company issued this Note under an Indenture dated as of September
25, 1997 (the "Indenture") among the Company, the Guarantors and the Trustee.
The terms of this Note include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of the Indenture. This Note is
subject to all such terms, and the Holder of this Note is referred to
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the Indenture and said Trust Indenture Act for a statement of them. All
capitalized terms in this Note, unless otherwise defined, have the meanings
assigned to them by the Indenture.
The Notes are general unsecured obligations of the Company limited to
$200,000,000 aggregate principal amount. The Indenture imposes certain
restrictions on, among other things, the incurrence of Indebtedness and Liens by
the Company and its Restricted Subsidiaries, mergers and sale of assets, the
payment of dividends on, or the repurchase of, Capital Stock of the Company and
its Restricted Subsidiaries, certain other Restricted Payments by the Company
and its Restricted Subsidiaries and certain transactions with Affiliates.
5. SUBORDINATION.
The Indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash of all Senior Indebtedness, and this Note
is issued subject to such provisions. Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose.
6. OPTIONAL REDEMPTION.
The Notes will be redeemable at the option of the Company, in whole or
in part, at any time on or after September 15, 2002 at the following redemption
prices (expressed as a percentage of principal amount), together, in each case,
with accrued and unpaid interest to (but not including) the redemption date, if
redeemed during the twelve-month period beginning on September 15, of each year
listed below:
Year Percentage
---- ----------
2002 104.313%
2003 102.875%
2004 101.438%
2005 and thereafter 100.000%
Notwithstanding the foregoing, the Company may redeem in the aggregate
up to $60 million of the original principal amount of the Notes at any time and
from time to time prior to September 15, 2000 at a redemption price equal to
108.625% of the aggregate principal amount so redeemed, plus accrued interest to
but not including the redemption date out of the Net Proceeds of one or more
Public Equity Offerings; provided that at least $140 million of the aggregate
principal amount of the Notes originally issued remain outstanding immediately
after the occurrence of any such redemption and that any such redemption occurs
within 120 days following the closing of any such Public Equity Offering.
7. NOTICE OF REDEMPTION.
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Notice of redemption will be mailed via first-class mail at least 30
days but not more than 60 days prior to the redemption date to each Holder of
Notes to be redeemed at its registered address as it shall appear on the
register of the Notes maintained by the Registrar. On and after any Redemption
Date, interest will cease to accrue on the Notes or portions thereof called for
redemption unless the Company shall fail to redeem any such Note.
8. OFFERS TO PURCHASE.
The Indenture requires that certain proceeds from Asset Sales be used,
subject to further limitations contained therein, to make an offer to purchase
certain amounts of Notes in accordance with the procedures set forth in the
Indenture. The Company is also required to make an offer to purchase Notes upon
occurrence of a Change of Control in accordance with procedures set forth in the
Indenture.
9. DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples thereof. As provided in the Indenture and subject
to certain limitations therein set forth, a Holder may register the transfer or
exchange of Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Note
selected for redemption or register the transfer of or exchange any Note for a
period of 15 days before a selection of Notes to be redeemed or any Note after
it is called for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.
10. PERSONS DEEMED OWNERS.
The registered Holder of this Note may be treated as the owner of it
for all purposes.
11. UNCLAIMED MONEY.
If money for the payment of principal, premium or interest on any Note
remains unclaimed for two years, the Trustee or Paying Agent will pay the money
back to the Company at its written request. After that, Holders entitled to
money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another person.
12. AMENDMENT, SUPPLEMENT AND WAIVER.
Subject to certain exceptions, the Indenture or the Notes may be
modified, amended or supplemented by the Company, the Guarantors and the Trustee
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding and any existing default or compliance with any
provision may be waived in a particular instance with the consent of the Holders
of a majority in principal amount of the Notes then outstanding. Without the
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consent of Holders, the Company, the Guarantors and the Trustee may amend the
Indenture or the Notes or supplement the Indenture for certain specified
purposes including providing for uncertificated Notes in addition to
certificated Notes, and curing any ambiguity, defect or inconsistency, or making
any other change that does not adversely affect the rights of any Holder.
13. DEFAULTS AND REMEDIES.
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Notes then outstanding
may declare all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes
notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
their interest.
14. TRUSTEE DEALINGS WITH THE COMPANY.
The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company, any Guarantor or their Affiliates, and may otherwise deal with the
Company, any Guarantor or their Affiliates, as if it were not Trustee.
15. NO RECOURSE AGAINST OTHERS.
As more fully described in the Indenture, a director, officer, employee
or stockholder, as such, of the Company or any Guarantor shall not have any
liability for any obligations of the Company or any Guarantor under the Notes or
the Indenture or for any claim based on, in respect or by reason of, such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.
16. DEFEASANCE AND COVENANT DEFEASANCE.
The Indenture contains provisions for defeasance of the entire
indebtedness on this Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian),
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and U/G/M/A (Uniform Gifts to Minors Act).
18. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP Numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.
19. GOVERNING LAW.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS NOTE.
THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN REQUEST
AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: LAMAR
ADVERTISING COMPANY, 5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808,
ATTENTION: CHIEF FINANCIAL OFFICER.
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ASSIGNMENT
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
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Print or type name, address and zip code of assignee)
and irrevocably appoint:
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Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.
Date: Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:
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GUARANTEE
Each Guarantor (the "Guarantor", which term includes any successor
Person under the Indenture) has unconditionally guaranteed, on a senior
subordinated basis, jointly and severally, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of, and premium, if any, and interest on the
Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of, and interest on the Notes, to the extent permitted by law
and the due and punctual performance of all other Obligations of the Company to
the Noteholders or the Trustee all in accordance with the terms set forth in the
Indenture, and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other Obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, at stated maturity, by acceleration or otherwise.
The obligations of each Guarantor to the Noteholders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
10 of the Indenture and reference is hereby made to the Indenture for the
precise terms of this Guarantee.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.
Guarantors: INTERSTATE LOGOS, INC.
THE LAMAR CORPORATION
LAMAR ADVERTISING OF MOBILE,INC.
LAMAR ADVERTISING OF COLORADO SPRINGS,
INC.
LAMAR ADVERTISING OF SOUTH MISSISSIPPI,
INC.
LAMAR ADVERTISING OF JACKSON, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
LAMAR ADVERTISING OF SOUTH GEORGIA, INC.
LAMAR TENNESSEE LIMITED PARTNER, INC.
TLC PROPERTIES, INC.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
LAMAR ADVERTISING OF YOUNGSTOWN, INC.
LAMAR ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
LAMAR ADVERTISING OF PENN, INC.
LAMAR ADVERTISING OF MISSOURI, INC.
LAMAR ADVERTISING OF MICHIGAN, INC.
LAMAR ELECTRICAL, INC.
NEBRASKA LOGOS, INC.
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OKLAHOMA LOGO SIGNS, INC.
MISSOURI LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
TEXAS LOGOS, INC.
MISSISSIPPI LOGOS, INC.
GEORGIA LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
VIRGINIA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
NEW JERSEY LOGOS, INC.
FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
CANADIAN TODS LIMITED
By:
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Keith A. Istre, Treasurer
ATTEST:
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Kevin P. Reilly, Jr., President
LAMAR TEXAS LIMITED PARTNERSHIP
By: Lamar Texas General Partner, Inc.,
its General Partner
By:
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Keith A. Istre, Treasurer
ATTEST:
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Kevin P. Reilly, Jr., President
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LAMAR TENNESSEE LIMITED PARTNERSHIP
LAMAR TENNESSEE LIMITED PARTNERSHIP II
By: The Lamar Corporation,
their General Partner
By:
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Keith A. Istre, Treasurer
ATTEST:
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Kevin P. Reilly, Jr., President
LAMAR AIR, L.L.C.
By: The Lamar Corporation, its Manager
By:
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Keith A. Istre, Treasurer
ATTEST:
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Kevin P. Reilly, Jr., President
MINNESOTA LOGOS, A PARTNERSHIP
By: Minnesota Logos, Inc. its General Partner
By:
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Keith A. Istre, Treasurer
ATTEST:
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T. Everett Stewart, Jr., President
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note purchased by
the Company pursuant to Section 4.14 or Section 4.21 of the Indenture, check the
appropriate box:
(TM) Section 4.14 (TM) Section 4.21
If you want to have only part of the Note purchased by the Company
pursuant to Section 4.14 or Section 4.21 of the Indenture, state the amount you
elect to have purchased:
$
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Date: Your Signature:
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(Sign exactly as your name appears on the face of this Note)
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Signature Guaranteed
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