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EXHIBIT 4.5
LAMAR MEDIA CORP.
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE dated as of July 20, 1999, is delivered
pursuant to Section 5.1 of the Indenture dated as of August 15, 1997 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, (the "1997 Indenture") among OUTDOOR COMMUNICATIONS, INC. ("the Company"),
a Delaware corporation, certain of its subsidiaries ("Guarantors") and FIRST
UNION NATIONAL BANK, a national banking corporation, as Trustee ("Trustee") (all
terms used herein without definition having the meanings ascribed to them in the
1997 Indenture).
The undersigned hereby agrees that:
1. Lamar Advertising Company has caused a subsidiary, Lamar Holdings
Merge Co. to merge into Lamar Advertising Company under the laws of the State of
Delaware ("Merger") and incident thereto caused the name of Lamar Advertising
Company to be changed to Lamar Media Corp.
2. Lamar Media Corp., being the Surviving Entity under the Merger as
provided under the 1997 Indenture, continues to be a corporation organized and
existing under the laws of the State of Delaware.
3. The Surviving Entity ratifies and confirms its obligations as the
"Company" under the 1997 Indenture and the securities issued thereunder.
4. Lamar Media Corp. hereby represents and warrants that the
representations and warranties set forth in the 1997 Indenture as amended by
this Supplemental Indenture are correct on and as of the date hereof.
5. The Guarantors of the Indenture, being the Subsidiaries of the
Surviving Entity listed below, hereby confirm and ratify their Guarantees of the
1997 Indenture and the Securities issued thereunder and acknowledge that their
Guarantees will continue to apply to the obligations of the Company under the
1997 Indenture.
6. All notices, requests and other communications provided for in the
1997 Indenture should be delivered to the respective parties hereto at the
following address:
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Lamar Media Corp.
Attn: Mr. Keith A. Istre
Vice President - Finance
P.O. Box 66338
Baton Rouge, LA 70896
7. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the 1997 Indenture.
8. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
Guarantors:
LAMAR MEDIA CORP.
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.
TLC PROPERTIES, INC.
TLC PROPERTIES, II, INC.
LAMAR PENSACOLA TRANSIT, INC.
LAMAR ADVERTISING OF
YOUNGSTOWN, INC.
NEBRASKA LOGOS, INC.
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.
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FLORIDA LOGOS, INC.
KENTUCKY LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
COLORADO LOGOS, INC.
NEW MEXICO LOGOS, 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.
LAMAR ADVERTISING OF
SOUTH DAKOTA, INC.
LAMAR ADVERTISING OF WEST VIRGINIA, INC.
LAMAR ADVERTISING OF
ASHLAND, INC.
AMERICAN SIGNS, INC.
LAMAR OCI NORTH CORPORATION
LAMAR OCI SOUTH CORPORATION
LAMAR ADVERTISING OF
GREENVILLE, INC.
LAMAR ROBINSON, INC.
LAMAR ADVERTISING OF
KENTUCKY, INC.
LAMAR ADVERTISING OF ROLAND, INC.
By: /s/ Keith A. Istre
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Keith Istre, Vice - President - Financial
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LAMAR TEXAS LIMITED PARTNERSHIP
By Lamar Texas General Partner, Inc.
Its general partner
By: /s/ Keith A. Istre
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Keith Istre, Vice - President - Financial
LAMAR TENNESSEE, L.L.C.
By The Lamar Corporation, its manager
By: /s/ Keith A. Istre
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Keith Istre, Vice - President - Financial
LAMAR AIR, L.L.C.
By The Lamar Corporation, its manager
By: /s/ Keith A. Istre
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Keith Istre, Vice - President - Financial
TLC PROPERTIES, L.L.C.
By TLC Properties, Inc., its manager
By: /s/ Keith A. Istre
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Keith Istre, Vice - President - Financial
Attest:
By: /s/ James McIlwain
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James McIlwain, Secretary
Accepted:
FIRST UNION NATIONAL BANK, as Trustee
By: /s/ Josie Gonot
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Title: Assistant Vice President Corporate Trust Group
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