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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/13 Lamar Advertising Co/New 10-Q 6/30/13 83:5.9M Donnelley … Solutions/FA Lamar Media Corp/DE |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 412K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 71K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 70K
4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 71K
5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 69K
6: EX-12.A Statement re: Computation of Ratios HTML 47K
7: EX-12.B Statement re: Computation of Ratios HTML 47K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
81: R1 Document and Entity Information HTML 48K
53: R2 Condensed Consolidated Balance Sheets HTML 161K
49: R3 Condensed Consolidated Balance Sheets HTML 64K
(Parenthetical)
20: R4 Condensed Consolidated Statements of Operations HTML 132K
and Comprehensive Income (Loss)
52: R5 Condensed Consolidated Statements of Cash Flows HTML 177K
34: R6 Significant Accounting Policies HTML 30K
70: R7 Stock-Based Compensation HTML 37K
35: R8 Depreciation and Amortization HTML 34K
40: R9 Goodwill and Other Intangible Assets HTML 44K
21: R10 Asset Retirement Obligations HTML 30K
37: R11 Summarized Financial Information of Subsidiaries HTML 27K
69: R12 Earnings Per Share HTML 27K
64: R13 Long-term Debt HTML 71K
50: R14 Fair Value of Financial Instruments HTML 34K
77: R15 Stock-Based Compensation (Tables) HTML 28K
67: R16 Depreciation and Amortization (Tables) HTML 34K
19: R17 Goodwill and Other Intangible Assets (Tables) HTML 40K
24: R18 Asset Retirement Obligations (Tables) HTML 28K
76: R19 Long-term Debt (Tables) HTML 59K
80: R20 Stock-Based Compensation - Additional Information HTML 66K
(Detail)
82: R21 Stock-Based Compensation - Summary of Espp Share HTML 34K
Activity (Detail)
78: R22 Depreciation and Amortization - Depreciation and HTML 31K
Amortization Expense Excluded from Operating
Expenses (Detail)
61: R23 Goodwill and Other Intangible Assets - Summary of HTML 42K
Intangible Assets (Detail)
22: R24 Asset Retirement Obligation - Information Related HTML 37K
to Asset Retirement Obligation (Detail)
33: R25 Summarized Financial Information of Subsidiaries - HTML 46K
Additional Information (Detail)
28: R26 Earnings Per Share - Additional Information HTML 30K
(Detail)
27: R27 Long-term Debt - Long-Term Debt (Detail) HTML 39K
41: R28 Long-term Debt - Long-Term Debt (Parenthetical) HTML 29K
(Detail)
60: R29 Long-term Debt - Additional Information (Detail) HTML 89K
66: R30 Long-term Debt - Remaining Quarterly Amortizations HTML 63K
of Term Facilities (Detail)
30: R31 Long-term Debt - Remaining Quarterly Amortizations HTML 37K
of Term Facilities (Parenthetical) (Detail)
42: R32 Fair Value of Financial Instruments - Additional HTML 34K
Information (Detail)
48: XML IDEA XML File -- Filing Summary XML 82K
83: XML.R1 Document and Entity Information XML 226K
39: XML.R2 Condensed Consolidated Balance Sheets XML 828K
59: XML.R3 Condensed Consolidated Balance Sheets XML 404K
(Parenthetical)
47: XML.R4 Condensed Consolidated Statements of Operations XML 822K
and Comprehensive Income (Loss)
45: XML.R5 Condensed Consolidated Statements of Cash Flows XML 845K
18: XML.R6 Significant Accounting Policies XML 59K
54: XML.R7 Stock-Based Compensation XML 46K
17: XML.R8 Depreciation and Amortization XML 48K
31: XML.R9 Goodwill and Other Intangible Assets XML 58K
44: XML.R10 Asset Retirement Obligations XML 41K
36: XML.R11 Summarized Financial Information of Subsidiaries XML 37K
32: XML.R12 Earnings Per Share XML 37K
71: XML.R13 Long-term Debt XML 87K
38: XML.R14 Fair Value of Financial Instruments XML 42K
79: XML.R15 Stock-Based Compensation (Tables) XML 39K
56: XML.R16 Depreciation and Amortization (Tables) XML 47K
55: XML.R17 Goodwill and Other Intangible Assets (Tables) XML 54K
58: XML.R18 Asset Retirement Obligations (Tables) XML 40K
29: XML.R19 Long-term Debt (Tables) XML 78K
51: XML.R20 Stock-Based Compensation - Additional Information XML 440K
(Detail)
65: XML.R21 Stock-Based Compensation - Summary of Espp Share XML 81K
Activity (Detail)
68: XML.R22 Depreciation and Amortization - Depreciation and XML 221K
Amortization Expense Excluded from Operating
Expenses (Detail)
72: XML.R23 Goodwill and Other Intangible Assets - Summary of XML 381K
Intangible Assets (Detail)
43: XML.R24 Asset Retirement Obligation - Information Related XML 73K
to Asset Retirement Obligation (Detail)
26: XML.R25 Summarized Financial Information of Subsidiaries - XML 254K
Additional Information (Detail)
74: XML.R26 Earnings Per Share - Additional Information XML 45K
(Detail)
57: XML.R27 Long-term Debt - Long-Term Debt (Detail) XML 285K
75: XML.R28 Long-term Debt - Long-Term Debt (Parenthetical) XML 132K
(Detail)
23: XML.R29 Long-term Debt - Additional Information (Detail) XML 1.27M
63: XML.R30 Long-term Debt - Remaining Quarterly Amortizations XML 1.23M
of Term Facilities (Detail)
62: XML.R31 Long-term Debt - Remaining Quarterly Amortizations XML 271K
of Term Facilities (Parenthetical) (Detail)
25: XML.R32 Fair Value of Financial Instruments - Additional XML 58K
Information (Detail)
46: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 343K
11: EX-101.INS XBRL Instance -- lamr-20130630 XML 800K
13: EX-101.CAL XBRL Calculations -- lamr-20130630_cal XML 145K
14: EX-101.DEF XBRL Definitions -- lamr-20130630_def XML 548K
15: EX-101.LAB XBRL Labels -- lamr-20130630_lab XML 704K
16: EX-101.PRE XBRL Presentations -- lamr-20130630_pre XML 619K
12: EX-101.SCH XBRL Schema -- lamr-20130630 XSD 113K
73: ZIP XBRL Zipped Folder -- 0001193125-13-327135-xbrl Zip 81K
| EX-4.4 |
Exhibit 4.4
SUPPLEMENTAL INDENTURE
TO INDENTURE DATED OCTOBER 30, 2012
THIS SUPPLEMENTAL INDENTURE dated as of May 31, 2013, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C., a Colorado 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 October 30, 2012 (the “Indenture”), providing for the issuance of 5% Senior Subordinated Notes due 2023 (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 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 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.
IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
| Guarantor: | ||||
| LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C., a Colorado limited liability company | ||||
| By: The Lamar Company, L.L.C., | ||||
| Its: Managing Member | ||||
| By: Lamar Media Corp. | ||||
| Its: Sole and Managing Member | ||||
| By: | /s/ Keith A. Istre | |||
| Keith A. Istre, Executive Vice- President/ | ||||
| Chief Financial Officer | ||||
| LAMAR MEDIA CORP. | ||||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
2
| AMERICAN SIGNS, INC. | ||||
| COLORADO LOGOS, INC. | ||||
| FLORIDA LOGOS, INC. | ||||
| KANSAS LOGOS, INC. | ||||
| LAMAR ADVERTISING OF KENTUCKY, INC. | ||||
| LAMAR ADVERTISING OF MICHIGAN, INC. | ||||
| LAMAR ADVERTISING OF OKLAHOMA, INC. | ||||
| LAMAR ADVERTISING OF YOUNGSTOWN, INC. | ||||
| LAMAR ADVERTISING SOUTHWEST, INC. | ||||
| LAMAR BENCHES, INC. | ||||
| LAMAR DOA TENNESSEE HOLDINGS, INC. | ||||
| LAMAR DOA TENNESSEE, INC. | ||||
| LAMAR ELECTRICAL, INC. | ||||
| LAMAR I-40 WEST, INC. | ||||
| LAMAR OBIE 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
3
| 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| INTERSTATE LOGOS, L.L.C. | ||||
| THE LAMAR COMPANY, L.L.C. | ||||
| By: Lamar Media Corp., its Managing Member | ||||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
4
| LAMAR ADVERTISING OF LOUISIANA, L.L.C. | ||||
| LAMAR ADVERTISING OF PENN, LLC | ||||
| LAMAR TENNESSEE, L.L.C. | ||||
| LC BILLBOARD L.L.C. | ||||
| LAMAR OCI NORTH, L.L.C. | ||||
| LAMAR ADVERTISING OF SOUTH DAKOTA, L.L.C. | ||||
| LAMAR FLORIDA, L.L.C. | ||||
| By: The Lamar Company, L.L.C., its Managing Member | ||||
| By: Lamar Media Corp., its Managing Member | ||||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| LAMAR TEXAS LIMITED PARTNERSHIP | ||||
| By: The Lamar Company, L.L.C., its General Partner | ||||
| By: Lamar Media Corp., its Managing Member | ||||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
5
| 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| LAMAR CENTRAL OUTDOOR, LLC | ||||
| By: | Lamar Media Corp., its Managing Member | |||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
6
| LAMAR AIR, L.L.C. | ||||
| By: | The Lamar Company, L.L.C., its Managing Member | |||
| By: | Lamar Media Corp., its Managing Member | |||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| LAMAR T.T.R., L.L.C. | ||||
| By: | Lamar Advertising of Youngstown, Inc., its Managing Member | |||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| OUTDOOR MARKETING SYSTEMS, L.L.C. | ||||
| By: | Outdoor Marketing Systems, Inc., its Managing Member | |||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| OBIE BILLBOARD LLC | ||||
| By: | Lamar Obie Corporation, | |||
| its Managing Member | ||||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
7
| 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| 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/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| LAMAR ADVANTAGE HOLDING COMPANY | ||||
| By: | /s/ Keith A. Istre | |||
| Name: | Keith A. Istre | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||||
| By: | /s/ Julie H. Ramos | |||
| Name: | Julie Hoffman-Ramos | |||
| Title: | Vice President | |||
8
SCHEDULE OF ADDITIONAL SUBSIDIARY GUARANTORS
| Guarantor |
Date of Agreement | |
| Lamar Advertising of South Dakota, L.L.C., a South Dakota limited liability company | May 31, 2013 | |
| Lamar OCI North, L.L.C., a Delaware limited liability company | May 31, 2013 | |
| Lamar Florida, L.L.C., a Florida limited liability company | May 31, 2013 |
9
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/8/13 | 8-K | ||
| For Period end: | 6/30/13 | |||
| 5/31/13 | ||||
| 10/30/12 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Lamar Advertising Co. 10-K 12/31/23 135:17M Workiva Inc Wde… FA01/FA 2/24/23 Lamar Advertising Co. 10-K 12/31/22 136:19M Workiva Inc Wde… FA01/FA 2/25/22 Lamar Advertising Co. 10-K 12/31/21 137:18M Workiva Inc Wde… FA01/FA 7/15/21 Lamar Media Corp./DE S-4¶ 8/27/21 125:25M Donnelley … Solutions/FA 2/26/21 Lamar Advertising Co. 10-K 12/31/20 120:31M ActiveDisclosure/FA 9/04/20 Lamar Media Corp./DE S-4¶ 9/04/20 131:30M Donnelley … Solutions/FA |