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, NEW HAMPSHIRE LOGOS, L.L.C., a New Hampshire 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.