ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On April 6, 2023, Link Media Holdings, Inc. ("Link"), a wholly-owned subsidiary
of Boston Omaha Corporation ("BOC"), which owns and operates BOC's billboard
businesses, entered into a Sixth Amendment to Credit Agreement (the "Sixth
Amendment") with First National Bank of Omaha (the "Lender"). On August 12,
2019, Link entered into a Credit Agreement, as amended (the "Credit Agreement")
with the Lender under which Link could borrow up to $30,000,000 in the aggregate
under two term loans and $5,000,000 under a revolving line of credit, each
guaranteed by Link's subsidiaries. The Sixth Amendment modifies the Credit
Agreement to provide additional flexibility for Link in making "Investment
Capital Expenditures" (all Capital Expenditures other than Maintenance Capital
Expenditures) by no longer deducting expenditures which qualify as Investment
Capital Expenditures from EBITDA in calculating the Consolidated Fixed Charge
Coverage Ratio. As a result, only "Maintenance Capital Expenditures" (for or
relating to the replacement, refurbishing, improvement, or repair of existing
assets) shall be deducted from EBITDA in testing the Consolidated Fixed Charge
Coverage Ratio. The amount of unfunded Investment Capital Expenditures
(Investment Capital Expenditures other than expenditures funded by BOC)
allowable during any test period shall not exceed the Investment Capital
Expenditure Available Amount during such test period.
BOC does not provide any guaranty under the Credit Agreement. Each of Link's
subsidiaries have guaranteed all obligations of Link under the Credit Agreement.
The foregoing summary of the Sixth Amendment and the transactions contemplated
thereby contained in this Item 1.01 does not purport to be a complete
description and is qualified in its entirety by reference to the terms and
conditions of the Fifth Amendment, a copy of which is attached as Exhibit 10.1
and incorporated herein by reference. Capitalized terms used in this Item
1.01 have the meaning given to such terms in the Sixth Amendment and Credit
Agreement, as applicable.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The description contained in Item 1.01 is hereby incorporated by reference
herein.
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