SUPPLEMENTAL INDENTURE TO INDENTURE DATED FEBRUARY 6, 2020
Exhibit 4(f)(8)
TO INDENTURE DATED FEBRUARY 6, 2020
THIS SUPPLEMENTAL INDENTURE dated as of December 6, 2024, among ▇▇▇▇▇ MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, OBCM, LLC, a Delaware limited liability company (the “New Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), 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 original trustee, The Bank of New York Mellon Trust Company, N.A., an Indenture, dated as of February 6, 2020 (the “Indenture”), providing for the issuance of 4.000% Senior Notes due 2030 (the “Notes”);
WHEREAS, the 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, all conditions precedent provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with.
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. The New Guarantor hereby agrees to provide a full and unconditional guarantee of the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 10 thereof, with the same effect and to the same extent as if the New Guarantor had been named as a Guarantor in 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.
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, which shall be taken as the statements of the Company, the Guarantors and the New Guarantor.
(The remainder of this page is intentionally left blank.)
2
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:
OBCM, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
COMPANY:
▇▇▇▇▇ MEDIA CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
GUARANTORS:
ALABAMA LOGOS, LLC
ARIZONA LOGOS, L.L.C.
COLORADO LOGOS, LLC
DELAWARE LOGOS, L.L.C.
GEORGIA LOGOS, L.L.C.
KANSAS LOGOS, LLC
KENTUCKY LOGOS, LLC
LOUISIANA INTERSTATE LOGOS, L.L.C.
MAINE LOGOS, L.L.C.
MICHIGAN LOGOS, LLC
MINNESOTA LOGOS, LLC
MISSISSIPPI LOGOS, L.L.C.
MISSOURI LOGOS, LLC
MONTANA LOGOS, LLC
NEBRASKA LOGOS, LLC
NEVADA LOGOS, LLC
NEW HAMPSHIRE LOGOS, L.L.C.
NEW JERSEY LOGOS, L.L.C.
NEW MEXICO LOGOS, LLC
NORTH CAROLINA LOGOS, LLC
OHIO LOGOS, LLC
OKLAHOMA LOGOS, L.L.C.
SOUTH CAROLINA LOGOS, LLC
TENNESSEE LOGOS, LLC
UTAH LOGOS, LLC
VIRGINIA LOGOS, LLC
WASHINGTON LOGOS, L.L.C.
WISCONSIN LOGOS, LLC
By: Interstate Logos, L.L.C., its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
[Signature Page to Supplemental Indenture]
Title: Executive Vice-President, Chief Financial Officer and Treasurer
▇▇▇▇▇ AIRPORT ADVERTISING COMPANY
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
SKYHIGH MURALS – COLOSSAL MEDIA, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
FLORIDA LOGOS, LLC
By: Interstate Logos TRS, LLC, its Managing Member
By: ▇▇▇▇▇ TRS Holdings, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇ STREET OUTDOOR HOLDINGS LLC
INTERSTATE LOGOS, L.L.C.
▇▇▇▇▇ CENTRAL OUTDOOR, LLC
▇▇▇▇▇ ADVERTISING SOUTHWEST, LLC
THE ▇▇▇▇▇ COMPANY, L.L.C.
▇▇▇▇▇ TRS HOLDINGS, LLC
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
INTERSTATE LOGOS TRS, LLC
▇▇▇▇▇ INVESTMENTS, LLC
▇▇▇▇▇ SERVICE COMPANY, LLC
▇▇▇▇▇ TRANSIT, LLC
By: ▇▇▇▇▇ TRS Holdings, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇ STREET OUTDOOR LLC
▇▇▇▇▇ STREET OUTDOOR CC, LLC
By: ▇▇▇▇▇ Street Outdoor Holdings LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
▇▇▇▇▇ TEXAS LIMITED PARTNERSHIP
By: The ▇▇▇▇▇ Company, L.L.C., its General Partner
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇ ADVERTISING OF COLORADO SPRINGS, L.L.C.
▇▇▇▇▇ ADVERTISING OF LOUISIANA, L.L.C.
▇▇▇▇▇ ADVERTISING OF MICHIGAN, LLC
▇▇▇▇▇ ADVERTISING OF SOUTH DAKOTA, L.L.C.
▇▇▇▇▇ ADVERTISING OF YOUNGSTOWN, LLC
▇▇▇▇▇ AIR, L.L.C.
▇▇▇▇▇ ELECTRICAL, LLC
▇▇▇▇▇ FLORIDA, L.L.C.
▇▇▇▇▇ OCI NORTH, L.L.C.
▇▇▇▇▇ OCI SOUTH, LLC
▇▇▇▇▇ OHIO OUTDOOR HOLDING, LLC
▇▇▇▇▇ TENNESSEE, L.L.C.
TLC PROPERTIES, LLC
By: The ▇▇▇▇▇ Company, L.L.C., its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
TLC FARMS, L.L.C.
By: TLC Properties, LLC, its Managing Member
By: The ▇▇▇▇▇ Company, L.L.C., its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
▇▇▇▇▇ ADVANTAGE GP COMPANY, LLC
▇▇▇▇▇ ADVANTAGE LP COMPANY, LLC
TRIUMPH OUTDOOR HOLDINGS, LLC
By: ▇▇▇▇▇ Central Outdoor, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇ ADVANTAGE OUTDOOR COMPANY, L.P.
By: ▇▇▇▇▇ Advantage GP Company, LLC, its General Partner
By: ▇▇▇▇▇ Central Outdoor, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
▇▇▇▇▇ ADVANTAGE HOLDING COMPANY, LLC
By: ▇▇▇▇▇ Advantage Outdoor Company, L.P., its Managing Member
By: ▇▇▇▇▇ Advantage GP Company, LLC, its General Partner
By: ▇▇▇▇▇ Central Outdoor, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
OUTDOOR MARKETING SYSTEMS, L.L.C.
OUTDOOR PROMOTIONS WEST, LLC
TRIUMPH OUTDOOR RHODE ISLAND, LLC
By: ▇▇▇▇▇ Transit, LLC, its Managing Member
By: ▇▇▇▇▇ TRS Holdings, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
TLC PROPERTIES II, LLC
By: ▇▇▇▇▇ Investments, LLC, its Managing Member
By: ▇▇▇▇▇ TRS Holdings, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇ ADVERTISING OF PENN, LLC
By: The ▇▇▇▇▇ Company, L.L.C., its Class A Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
By: ▇▇▇▇▇ Transit, LLC, its Class B Member
By: ▇▇▇▇▇ TRS Holdings, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇ ▇▇▇▇ COMPANY, LLC
By: ▇▇▇▇▇ Advertising Limited Partnership, its Class A Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
By: ▇▇▇▇▇ Transit, LLC, its Class B Member
By: ▇▇▇▇▇ TRS Holdings, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇-FAIRWAY BLOCKER 1, LLC
▇▇▇▇▇-FAIRWAY BLOCKER 2, LLC
MAGIC MEDIA/▇▇▇▇▇, LLC
FAIRWAY MEDIA GROUP, LLC
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
FAIRWAY OUTDOOR ADVERTISING, LLC
By: Fairway Media Group, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC
By: Fairway Outdoor Advertising, LLC, its Managing Member
By: Fairway Media Group, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
FAIRWAY OUTDOOR FUNDING, LLC
By: Fairway Outdoor Funding Holdings, LLC, its Managing Member
By: Fairway Outdoor Advertising, LLC, its Managing Member
By: Fairway Media Group, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
▇▇▇▇▇▇▇ OUTDOOR ADVERTISING OF GA., LLC
By: Magic Media/▇▇▇▇▇, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
MCC OUTDOOR, LLC
MAGIC MEDIA REAL ESTATE, LLC
FMO REAL ESTATE, LLC
OLYMPUS MEDIA/INDIANA, LLC
FAIRWAY CCO INDIANA, LLC
By: Fairway Outdoor Funding, LLC, its Managing Member
By: Fairway Outdoor Funding Holdings, LLC, its Managing Member
By: Fairway Outdoor Advertising, LLC, its Managing Member
By: Fairway Media Group, LLC, its Managing Member
By: ▇▇▇▇▇ Advertising Limited Partnership, its Managing Member
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
[Signature Page to Supplemental Indenture]
Title: Executive Vice-President, Chief Financial Officer and Treasurer
▇▇▇▇▇ ADVERTISING LIMITED PARTNERSHIP
By: ▇▇▇▇▇ Advertising General Partner, LLC, its General Partner
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
▇▇▇▇▇ ADVERTISING GENERAL PARTNER, LLC
By: ▇▇▇▇▇ Media Corp., its Managing Member
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice-President, Chief Financial Officer and Treasurer
[Signature Page to Supplemental Indenture]
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, successor in interest to U.S. Bank National Association, as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Vice President
[Signature Page to Supplemental Indenture]