Exhibit 4(a)(12)
SUPPLEMENTAL INDENTURE
TO INDENTURE DATED OCTOBER 30, 2012
THIS SUPPLEMENTAL INDENTURE dated as of January 22, 2019, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, FMG OUTDOOR HOLDINGS, LLC, a Delaware limited liability company; LAMAR-FAIRWAY BLOCKER 1, INC., a Delaware corporation (formerly known as GTCR/FMG Blocker Corp.); LAMAR-FAIRWAY BLOCKER 2, INC., a Delaware corporation (formerly known as NCP Fairway, Inc.); MAGIC MEDIA, INC., a Delaware corporation; FAIRWAY MEDIA GROUP, LLC, a Delaware limited liability company; FAIRWAY OUTDOOR ADVERTISING, LLC, a Delaware limited liability company; FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC, a Delaware limited liability company; FAIRWAY OUTDOOR FUNDING, LLC, a Delaware limited liability company; MCC OUTDOOR, LLC, a Georgia limited liability company; MAGIC MEDIA REAL ESTATE, LLC, a Delaware limited liability company; FMO REAL ESTATE, LLC, a Delaware limited liability company; DOUGLAS OUTDOOR ADVERTISING OF GA, INC., a Georgia corporation; OLYMPUS MEDIA/INDIANA, LLC, a Delaware limited liability company; and FAIRWAY CCO INDIANA, LLC, a Delaware limited liability company (the “New Guarantors”), 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 Guarantors desire 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 Guarantors 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.
