EX-4(A)(12)





 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. 












 2. Guarantee. New Guarantors hereby agree 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 Guarantors 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. 
 (The remainder of this page is intentionally left blank.)


  
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 IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

	
	NEW GUARANTORS:
	
	FMG OUTDOOR HOLDINGS, LLC
	LAMAR-FAIRWAY BLOCKER 1, INC.
	LAMAR-FAIRWAY BLOCKER 2, INC.
	MAGIC MEDIA, INC.
	FAIRWAY MEDIA GROUP, LLC
	FAIRWAY OUTDOOR ADVERTISING, LLC
	FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC
	FAIRWAY OUTDOOR FUNDING, LLC
	MCC OUTDOOR, LLC
	MAGIC MEDIA REAL ESTATE, LLC
	FMO REAL ESTATE, LLC
	DOUGLAS OUTDOOR ADVERTISING OF GA, INC.
	OLYMPUS MEDIA/INDIANA, LLC
	FAIRWAY CCO INDIANA, LLC


  

			
	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.
	KANSAS LOGOS, INC.
	LAMAR AIRPORT ADVERTISING COMPANY
	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 HAMPSHIRE LOGOS, L.L.C.
	NEW JERSEY LOGOS, L.L.C.
	OKLAHOMA LOGOS, L.L.C.
	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 TRS, LLC
		
	By:	 	Lamar TRS Holdings, 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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	INTERSTATE LOGOS, L.L.C.
	LAMAR CENTRAL OUTDOOR, LLC
	THE LAMAR COMPANY, L.L.C.
	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
	
	LAMAR ADVERTISING OF COLORADO SPRINGS,
	L.L.C.
	LAMAR ADVERTISING OF LOUISIANA, L.L.C.
	LAMAR ADVERTISING OF SOUTH DAKOTA,
	L.L.C.
	LAMAR AIR, 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



  
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	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
	
	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



  
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	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
	
	LAMAR INVESTMENTS, LLC
	LAMAR SERVICE COMPANY, LLC
	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



  
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	FLORIDA LOGOS, LLC
		
	By:	 	Interstate Logos TRS, 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
	
	OUTDOOR MARKETING SYSTEMS, L.L.C.
	OUTDOOR PROMOTIONS WEST, LLC
	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
	
	TLC PROPERTIES II, LLC
		
	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



  
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	LAMAR ADVERTISING OF PENN, LLC
		
	By:	 	The Lamar Company, L.L.C., its Class A 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
		
	By:	 	Lamar Transit, LLC, its Class B 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 Class A Member
		
	By:	 	 /s/ Keith A. Istre

	Name:	 	Keith A. Istre
	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	Lamar Transit, LLC, its Class B 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



  
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	TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

	Name:	 	Lawrence M. Kusch
	Title:	 	Vice President



  
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