EXHIBIT 4.19
RELEASE OF GUARANTY
This RELEASE OF GUARANTY is dated as of December 30, 2005 by Wachovia Bank
of Delaware, National Association, as Trustee (the "Trustee") and delivered to
Canadian TODS Limited, a Nova Scotia corporation, Lamar Transit Advertising
Canada, Ltd., a British Columbia corporation and Xxxxx Canadian Outdoor Company,
a Nova Scotia corporation (collectively, the "Canadian Subsidiaries").
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in that certain Indenture dated as of December 23,2002 (the "2002
Indenture") among Xxxxx Media Corp. (the "Company"), the Guarantors party
thereto and the Trustee.
1. The Canadian Subsidiaries have requested that they be released as
Guarantors pursuant to Section 10.05 of the 2002 Indenture, and the Trustee has
agreed, as provided herein, to release the Canadian Subsidiaries from all
guarantee obligations.
2. The Canadian Subsidiaries are guarantors with respect to outstanding
Indebtedness of the Company consisting of obligations of the Company under (a)
the 2002 Indenture and (b) that certain Indenture dated as of August 16, 2005
(the "2005 Indenture") among the Company, the Guarantors party thereto and The
Bank of New York Trust Company, N.A., as trustee.
3. The Trustee hereby agrees to release the Guarantees of the Canadian
Subsidiaries under the 2002 Indenture, such release to be effective
automatically upon satisfaction of the following conditions:
(a) The delivery to the Trustee by The Bank of New York Trust Company,
N.A., as trustee with respect to the 2005 Indenture of an executed release
of the guarantees of the Canadian Subsidiaries in respect the Indebtedness
of the Company under the 0000 Xxxxxxxxx;
(b) The delivery to the Trustee of the Opinion of Counsel required to
be delivered pursuant to Section 10.05 of the 0000 Xxxxxxxxx; and
(c) The delivery to the Trustee of the Officer's Certificate required
to be delivered pursuant to Section 10.05 of the 2002 Indenture.
[Signature page to follow]
IN WITNESS WHEREOF, the undersigned has caused this Release of Guaranty to
be duly executed as an instrument under seal as of the date set forth above.
WACHOVIA BANK OF DELAWARE, N.A.,
as Trustee
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Assistant Vice President
