EX-4.5



 Exhibit 4.5 

SUPPLEMENTAL INDENTURE 

TO INDENTURE DATED OCTOBER 30, 2012 

THIS SUPPLEMENTAL INDENTURE dated as of January 2, 2014, among LAMAR MEDIA CORP., a Delaware corporation (the
“Company”), the undersigned Guarantors party hereto, TLC PROPERTIES II, LLC, a Texas 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 have 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. 

  
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 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. 
  

			
	New Guarantor:
	
	TLC PROPERTIES II, LLC, a Texas limited liability company
		
	By:	 	LAMAR INVESTMENTS, LLC,
		 	its Managing Member
		
	By:	 	LAMAR TRS HOLDINGS, 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
	
	Company:
	
	LAMAR MEDIA CORP.
		
	By:	 	/s/ Keith A. Istre
		 	Name: Keith A. Istre
		 	Title:   Executive Vice President and
		 	            Chief Financial Officer



  
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	Guarantors:
		
		 	COLORADO LOGOS, INC.
		 	FLORIDA LOGOS, INC.
		 	KANSAS LOGOS, INC.
		 	LAMAR ADVERTISING OF MICHIGAN, INC.
		 	LAMAR ADVERTISING OF YOUNGSTOWN, INC.
		 	LAMAR ADVERTISING SOUTHWEST, INC.
		 	LAMAR ELECTRICAL, INC.
		 	LAMAR OCI SOUTH CORPORATION
		 	LAMAR OHIO OUTDOOR HOLDING CORP.
		 	LAMAR PENSACOLA TRANSIT, INC.
		 	MICHIGAN LOGOS, INC.
		 	MINNESOTA LOGOS, INC.
		 	NEBRASKA LOGOS, INC.
		 	NEVADA LOGOS, INC.
		 	NEW MEXICO LOGOS, INC.
		 	OHIO LOGOS, INC.
		 	SOUTH CAROLINA LOGOS, INC.
		 	TENNESSEE LOGOS, INC.
		 	TLC PROPERTIES, INC.
		 	UTAH LOGOS, INC.
			
		 	By: 	 	/s/ Keith A. Istre
		 		 	Name: Keith A. Istre
		 		 	Title:   Executive Vice President and
		 		 	            Chief Financial Officer



  
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	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
	MONTANA 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
		
	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



  
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	LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C.
	LAMAR ADVERTISING OF LOUISIANA, L.L.C.
	LAMAR ADVERTISING OF PENN, LLC
	LAMAR ADVERTISING OF SOUTH DAKOTA, L.L.C
	LAMAR FLORIDA, L.L.C.
	LAMAR OCI NORTH, L.L.C.
	LAMAR TENNESSEE, 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



  
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	OUTDOOR PROMOTIONS WEST, LLC
		
	By:	 	Lamar Transit, LLC,
		 	its Managing Member
		
	By:	 	Lamar TRS Holdings, 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



  
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	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
	
	OUTDOOR MARKETING SYSTEMS, L.L.C.
		
	By:	 	LAMAR TRANSIT, LLC,
		 	its Managing Member
		
	By:	 	LAMAR TRS HOLDINGS, 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 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



  
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	LAMAR ADVANTAGE HOLDING COMPANY
		
	By:	 	/s/ Keith A. Istre
		 	Name: Keith A. Istre
		 	Title:   Executive Vice President and
		 	            Chief Financial Officer
	
	LAMAR INVESTMENTS, LLC
		
	By:	 	LAMAR TRS HOLDINGS, 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 TRANSIT, LLC
		
	By:	 	Lamar TRS Holdings, 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 TRS HOLDINGS, 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



  
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	TRIUMPH OUTDOOR RHODE ISLAND, LLC
		
	By:	 	LAMAR TRANSIT, LLC,
		 	its Managing Member
		
	By:	 	LAMAR TRS HOLDINGS, 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 OBIE COMPANY, 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
	
	LAMAR SERVICE COMPANY, LLC
		
	By:	 	Its Managing Member,
		 	Lamar TRS Holdings, LLC
		
	By:	 	Its Managing Member,
		 	Lamar Media Corp.
		
	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 H. Ramos
		 	Title:   Vice President



  
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 SCHEDULE OF ADDITIONAL SUBSIDIARY GUARANTORS 

 

			
	 Guarantor
	  	 Date of Agreement

	Lamar Investments, LLC, a Delaware limited liability company	  	January 2, 2014
	Lamar Obie Company, LLC, a Delaware limited liability company	  	January 2, 2014
	Lamar Service Company, LLC, a Delaware limited liability company	  	January 2, 2014
	Lamar Transit, LLC, a Delaware limited liability company	  	January 2, 2014
	Lamar TRS Holdings, LLC, a Delaware limited liability company	  	January 2, 2014


  
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