SUPPLEMENTAL INDENTURE TO INDENTURE DATED MAY 13, 2020

Exhibit 4.4

SUPPLEMENTAL INDENTURE

TO INDENTURE DATED MAY 13, 2020

    THIS SUPPLEMENTAL INDENTURE dated as of May 14, 2024, among XXXXX MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, ALABAMA LOGOS, LLC, an Alabama 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 May 13, 2020 (the “Indenture”), providing for the issuance of 4.875% Senior Notes due 2029 (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:

ALABAMA LOGOS, LLC

By:    Interstate Logos, L.L.C., its Managing Member

By:    Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx    
Name:    Xxx X. Xxxxxxx, Executive Vice-President,

    Chief Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

COMPANY:

XXXXX MEDIA CORP.

By:    /s/ Xxx X. Xxxxxxx    
Name:    Xxx X. Xxxxxxx, Executive Vice-President,

    Chief Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

    GUARANTORS:

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

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:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief             Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX AIRPORT ADVERTISING COMPANY

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief             Financial Officer and Treasurer

SKYHIGH MURALS – COLOSSAL MEDIA, LLC

By:        /s/ Xxx X. Xxxxxxx        
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

FLORIDA LOGOS, LLC

By:    Interstate Logos TRS, LLC, its Managing Member

By:     Xxxxx TRS Holdings, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

    By:    /s/ Xxx X. Xxxxxxx    
        Name:    Xxx X. Xxxxxxx
        Title:    Executive Vice-President, Chief                     Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX STREET OUTDOOR HOLDINGS LLC

INTERSTATE LOGOS, L.L.C.

XXXXX CENTRAL OUTDOOR, LLC

XXXXX ADVERTISING SOUTHWEST, LLC

THE XXXXX COMPANY, L.L.C.

XXXXX TRS HOLDINGS, LLC

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief             Financial Officer and Treasurer

INTERSTATE LOGOS TRS, LLC

XXXXX INVESTMENTS, LLC

XXXXX SERVICE COMPANY, LLC

XXXXX TRANSIT, LLC

By: Xxxxx TRS Holdings, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx        
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX STREET OUTDOOR LLC

XXXXX STREET OUTDOOR CC, LLC

By: Xxxxx Street Outdoor Holdings LLC,

its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:     Xxxxx Media Corp., its Managing Member

By: /s/ Xxx X. Xxxxxxx    

Name:    Xxx X. Xxxxxxx

Title: Executive Vice-President, Chief Financial Officer, and Treasurer

XXXXX TEXAS LIMITED PARTNERSHIP

By:    The Xxxxx Company, L.L.C., its General Partner

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX ADVERTISING OF COLORADO SPRINGS, L.L.C.

XXXXX ADVERTISING OF LOUISIANA, L.L.C.

XXXXX ADVERTISING OF MICHIGAN, LLC

XXXXX ADVERTISING OF SOUTH DAKOTA, L.L.C.

XXXXX ADVERTISING OF YOUNGSTOWN, LLC

XXXXX AIR, L.L.C.

XXXXX ELECTRICAL, LLC

XXXXX FLORIDA, L.L.C.

XXXXX OCI NORTH, L.L.C.

XXXXX OCI SOUTH, LLC

XXXXX OHIO OUTDOOR HOLDING, LLC

XXXXX TENNESSEE, L.L.C.

TLC PROPERTIES, LLC

By:    The Xxxxx Company, L.L.C., its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    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 Xxxxx Company, L.L.C., its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

XXXXX ADVANTAGE GP COMPANY, LLC
XXXXX ADVANTAGE LP COMPANY, LLC
TRIUMPH OUTDOOR HOLDINGS, LLC

By:    Xxxxx Central Outdoor, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name: Xxx X. Xxxxxxx
Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX ADVANTAGE OUTDOOR COMPANY, L.P.

By:    Xxxxx Advantage GP Company, LLC, its General Partner

By:    Xxxxx Central Outdoor, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

XXXXX ADVANTAGE HOLDING COMPANY, LLC

By:    Xxxxx Advantage Outdoor Company, L.P., its Managing Member

By:    Xxxxx Advantage GP Company, LLC, its General Partner

By:    Xxxxx Central Outdoor, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    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:    Xxxxx Transit, LLC, its Managing Member

By:    Xxxxx TRS Holdings, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

TLC PROPERTIES II, LLC

By:    Xxxxx Investments, LLC, its Managing Member

By:    Xxxxx TRS Holdings, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX ADVERTISING OF PENN, LLC

By:    The Xxxxx Company, L.L.C., its Class A Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

By:    Xxxxx Transit, LLC, its Class B Member

By:    Xxxxx TRS Holdings, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    

Name:    Xxx X. Xxxxxxx
Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX XXXX COMPANY, LLC

By:     Xxxxx Advertising Limited Partnership, its Class A Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

By:    Xxxxx Transit, LLC, its Class B Member

By:    Xxxxx TRS Holdings, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX-FAIRWAY BLOCKER 1, LLC

XXXXX-FAIRWAY BLOCKER 2, LLC

MAGIC MEDIA/XXXXX, LLC

FAIRWAY MEDIA GROUP, LLC

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief             Financial Officer and Treasurer

FAIRWAY OUTDOOR ADVERTISING, LLC

By:    Fairway Media Group, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    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:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    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:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief             Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXXXX OUTDOOR ADVERTISING OF GA., LLC

By:    Magic Media/Xxxxx, LLC, its Managing Member

By:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    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:     Xxxxx Advertising Limited Partnership, its Managing Member

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By: Xxxxx Media Corp., its Managing Member

By:    /s/ Xxx X. Xxxxxxx                
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief             Financial Officer and Treasurer

[Signature Page to Supplemental Indenture]

XXXXX ADVERTISING LIMITED PARTNERSHIP

By:    Xxxxx Advertising General Partner, LLC, its General Partner

By:    Xxxxx Media Corp., its Managing Member

By:        /s/ Xxx X. Xxxxxxx    
    Name:    Xxx X. Xxxxxxx
    Title:    Executive Vice-President, Chief                 Financial Officer and Treasurer

XXXXX ADVERTISING GENERAL PARTNER, LLC

By:    Xxxxx Media Corp., its Managing Member

    By:    /s/ Xxx X. Xxxxxxx    
        Name:    Xxx X. Xxxxxxx
        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/ Xxxxxxx X. Xxxx, Xx.____________
Name: Xxxxxxx X. Xxxx, Xx.
Title:     Vice President