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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/14 Lamar Advertising Co/New 10-K 12/31/13 107:9.3M Donnelley … Solutions/FA Lamar Media Corp/DE |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 976K
2: EX-10.D.3 Material Contract HTML 29K
3: EX-10.F.11 Material Contract HTML 37K
4: EX-10.F.12 Material Contract HTML 41K
5: EX-10.F.13 Material Contract HTML 42K
6: EX-10.F.14 Material Contract HTML 43K
7: EX-10.F.15 Material Contract HTML 43K
11: EX-21.A Subsidiaries List HTML 38K
12: EX-23.A Consent of Experts or Counsel HTML 31K
8: EX-11.A Statement re: Computation of Earnings Per Share HTML 38K
9: EX-12.A Statement re: Computation of Ratios HTML 41K
10: EX-12.B Statement re: Computation of Ratios HTML 41K
13: EX-31.A Certification -- §302 - SOA'02 HTML 34K
14: EX-31.B Certification -- §302 - SOA'02 HTML 34K
15: EX-32.A Certification -- §906 - SOA'02 HTML 33K
76: R1 Document and Entity Information HTML 63K
63: R2 Consolidated Balance Sheets HTML 148K
74: R3 Consolidated Balance Sheets (Parenthetical) HTML 68K
79: R4 Consolidated Statements of Operations and HTML 120K
Comprehensive Income
98: R5 Consolidated Statements of Stockholders' Equity HTML 88K
65: R6 Consolidated Statements of Stockholders' Equity HTML 39K
(Parenthetical)
73: R7 Consolidated Statements of Cash Flows HTML 162K
58: R8 Significant Accounting Policies HTML 57K
48: R9 Acquisitions HTML 57K
99: R10 Non-cash Financing and Investing Activities HTML 34K
81: R11 Property, Plant and Equipment HTML 38K
80: R12 Goodwill and Other Intangible Assets HTML 66K
86: R13 Leases HTML 37K
87: R14 Accrued Expenses HTML 40K
84: R15 Long-term Debt HTML 79K
88: R16 Asset Retirement Obligation HTML 37K
75: R17 Depreciation and Amortization HTML 37K
77: R18 Income Taxes HTML 154K
83: R19 Related Party Transactions HTML 37K
107: R20 Stockholders' Equity HTML 41K
94: R21 Stock Compensation Plans HTML 56K
69: R22 Benefit Plans HTML 36K
82: R23 Commitment and Contingencies HTML 33K
71: R24 Summarized Financial Information of Subsidiaries HTML 33K
38: R25 Fair Value of Financial Instruments HTML 36K
95: R26 Quarterly Financial Data (Unaudited) HTML 71K
103: R27 Subsequent Events HTML 34K
53: R28 Schedule II - Valuation and Qualifying Accounts HTML 57K
52: R29 Significant Accounting Policies (Policies) HTML 110K
56: R30 Significant Accounting Policies (Tables) HTML 34K
57: R31 Acquisitions (Tables) HTML 49K
59: R32 Property, Plant and Equipment (Tables) HTML 37K
30: R33 Goodwill and Other Intangible Assets (Tables) HTML 66K
92: R34 Leases (Tables) HTML 34K
67: R35 Accrued Expenses (Tables) HTML 38K
70: R36 Long-term Debt (Tables) HTML 68K
42: R37 Asset Retirement Obligation (Tables) HTML 37K
106: R38 Depreciation and Amortization (Tables) HTML 37K
22: R39 Income Taxes (Tables) HTML 147K
60: R40 Stock Compensation Plans (Tables) HTML 50K
97: R41 Quarterly Financial Data (Unaudited) (Tables) HTML 69K
40: R42 Significant Accounting Policies - Additional HTML 63K
Information (Detail)
51: R43 Significant Accounting Policies - Revenue and HTML 36K
Expense Recognized for Advertising Barter
Transactions (Detail)
55: R44 Acquisitions - Additional Information (Detail) HTML 56K
64: R45 Acquisitions - Summary of Preliminary Allocation HTML 49K
of Acquisition Costs (Detail)
29: R46 Acquisitions - Summary of Unaudited Pro Forma HTML 39K
Financial Information (Detail)
47: R47 Non-cash Financing and Investing Activities - HTML 42K
Additional Information (Detail)
24: R48 Property, Plant and Equipment - Summary of Major HTML 39K
Categories of Property, Plant and Equipment
(Detail)
96: R49 Goodwill and Other Intangible Assets - Summary of HTML 54K
Intangible Assets (Detail)
39: R50 Goodwill and Other Intangible Assets - Summary of HTML 42K
Changes in Gross Carrying Amount of Goodwill
(Detail)
93: R51 Goodwill and Other Intangible Assets - Additional HTML 33K
Information (Detail)
43: R52 Goodwill and Other Intangible Assets - Summary of HTML 46K
Estimated Amortization Expense (Detail)
61: R53 Leases - Summary of Minimum Annual Rental Payments HTML 46K
(Detail)
23: R54 Leases - Additional Information (Detail) HTML 32K
27: R55 Accrued Expenses - Summary of Accrued Expenses HTML 51K
(Detail)
54: R56 Long-term Debt - Long-Term Debt (Detail) HTML 51K
33: R57 Long-term Debt - Long-Term Debt (Parenthetical) HTML 35K
(Detail)
100: R58 Long-term Debt - Summary of Long-Term Debt Matures HTML 46K
(Detail)
66: R59 Long-term Debt - Additional Information (Detail) HTML 113K
85: R60 Long-term Debt - Remaining Quarterly Amortizations HTML 64K
of Term Loan Facilities (Detail)
45: R61 Long-term Debt - Remaining Quarterly Amortizations HTML 40K
of Term Loan Facilities (Parenthetical) (Detail)
49: R62 Asset Retirement Obligation - Information Related HTML 40K
to Asset Retirement Obligation (Detail)
91: R63 Depreciation and Amortization - Depreciation and HTML 36K
Amortization Expense Excluded from Operating
Expenses (Detail)
89: R64 Income Taxes - Income Tax Expense (Benefit) HTML 79K
(Detail)
68: R65 Income Taxes - Additional Information (Detail) HTML 84K
90: R66 Income Taxes - U.S. and Foreign Components of HTML 40K
Earnings Before Income Taxes (Detail)
44: R67 Income Taxes - Schedule of Effective Income Tax HTML 65K
Rate Reconciliation (Detail)
72: R68 Income Taxes - Schedule of Effective Income Tax HTML 53K
Rate Reconciliation (Parenthetical) (Detail)
102: R69 Income Taxes - Components of Deferred Taxes HTML 98K
(Detail)
26: R70 Income Taxes - Reconciliation of Beginning and HTML 48K
Ending Amount of Unrecognized Tax Benefits
(Detail)
37: R71 Related Party Transactions - Additional HTML 43K
Information (Detail)
62: R72 Stockholders' Equity - Additional Information HTML 50K
(Detail)
32: R73 Stock Compensation Plans - Additional Information HTML 87K
(Detail)
105: R74 Stock Compensation Plans - Weighted Average Fair HTML 41K
Value of Options Granted (Detail)
41: R75 Stock Compensation Plans - Stock Option HTML 63K
Transactions Under Various Stock-Based Employee
Compensation Plans (Detail)
34: R76 Stock Compensation Plans - Summary of Espp Share HTML 39K
Activity (Detail)
36: R77 Benefit Plans - Additional Information (Detail) HTML 60K
28: R78 Summarized Financial Information of Subsidiaries - HTML 44K
Additional Information (Detail)
31: R79 Fair Value of Financial Instruments - Additional HTML 37K
Information (Detail)
78: R80 Quarterly Financial Data - Summary of Quarterly HTML 66K
Financial Data (Detail)
35: R81 Subsequent Events - Additional Information HTML 49K
(Detail)
101: R82 Schedule II - Valuation and Qualifying Accounts HTML 46K
(Detail)
104: XML IDEA XML File -- Filing Summary XML 152K
25: EXCEL IDEA Workbook of Financial Reports XLSX 244K
50: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.19M
16: EX-101.INS XBRL Instance -- lamr-20131231 XML 2.34M
18: EX-101.CAL XBRL Calculations -- lamr-20131231_cal XML 255K
19: EX-101.DEF XBRL Definitions -- lamr-20131231_def XML 1.03M
20: EX-101.LAB XBRL Labels -- lamr-20131231_lab XML 1.58M
21: EX-101.PRE XBRL Presentations -- lamr-20131231_pre XML 1.26M
17: EX-101.SCH XBRL Schema -- lamr-20131231 XSD 241K
46: ZIP XBRL Zipped Folder -- 0001193125-14-072774-xbrl Zip 221K
| EX-10.F.14 |
Exhibit 10(f)(14)
JOINDER AGREEMENT
JOINDER AGREEMENT dated as of December 5, 2013 by the undersigned, Lamar Investments, LLC, a Delaware limited liability company (the “Additional Subsidiary Guarantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Lamar Media Corp., a Delaware corporation (the “Company”), the Subsidiary Borrower that may be or may become a party thereto (the “Subsidiary Borrower” and together with the Company, the “Borrowers”) and certain of its subsidiaries (collectively, the “Existing Subsidiary Guarantors” and, together with the Borrowers, the “Securing Parties”) are parties to a Credit Agreement dated April 28, 2010 (as amended and restated as of February 9, 2012, as further amended prior to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by the Lenders therein (collectively, together with any entity that becomes a “Lender” party to the Credit Agreement after the date hereof as provided therein, the “Lenders” and, together with Administrative Agent and any successors or assigns of any of the foregoing, the “Secured Parties”) to the Company in an aggregate principal or face amount not exceeding $1,225,000,000 (which, in the circumstances contemplated by Section 2.01(c) thereof, may be increased to $1,725,000,000 and made available to the Company and the Subsidiary Borrower). In addition, the Borrowers may from time to time be obligated to one or more of the Lenders under the Credit Agreement in respect of Swap Agreements under and as defined in the Credit Agreement (collectively, the “Swap Agreements”).
In connection with the Credit Agreement, the Borrowers, the Existing Subsidiary Guarantors and the Administrative Agent are parties to the Pledge Agreement dated April 28, 2010 (the “Pledge Agreement”) pursuant to which the Securing Parties have, inter alia, granted a security interest in the Collateral (as defined in the Pledge Agreement) as collateral security for the Secured Obligations (as so defined). Terms defined in the Pledge Agreement are used herein as defined therein.
To induce the Secured Parties to enter into the Credit Agreement, and to extend credit thereunder and to extend credit to the Borrower under Swap Agreements, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Additional Subsidiary Guarantor has agreed to become a party to the Credit Agreement and the Pledge Agreement as a “Subsidiary Guarantor” thereunder, and to pledge and grant a security interest in the Collateral (as defined in the Pledge Agreement).
1
Accordingly, the parties hereto agree as follows:
Section 1. Definitions. Terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Joinder to Agreements. Effective upon the execution and delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall become a “Subsidiary Guarantor” under and for all purposes of the Credit Agreement and the Pledge Agreement with all the rights and obligations of a Subsidiary Guarantor thereunder. Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor hereby:
(i) jointly and severally with the other Subsidiary Guarantors party to the Credit Agreement guarantees to each Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations in the same manner and to the same extent as is provided in Article III of the Credit Agreement;
(ii) pledges and grants the security interests in all right, title and interest of the Additional Subsidiary Guarantor in all Collateral (as defined in the Pledge Agreement) that it now owns or hereafter acquires and whether now existing or hereafter coming into existence provided for by Article III of the Pledge Agreement as collateral security for the Secured Obligations and agrees that Annex 1 thereof shall be supplemented as provided in Appendix A hereto;
(iii) makes the representations and warranties set forth in Article IV of the Credit Agreement and in Article II of the Pledge Agreement, to the extent relating to the Additional Subsidiary Guarantor or to the Pledged Equity evidenced by the certificates, if any, identified in Appendix A hereto; and
(iv) submits to the jurisdiction of the courts, and waives jury trial, as provided in Sections 10.09 and 10.10 of the Credit Agreement.
The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 6.10(c) of the Credit Agreement to the Secured Parties.
2
IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Joinder Agreement to be duly executed and delivered as of the day and year first above written.
| LAMAR Investments, LLC, a Delaware | ||||||
| limited liability company | ||||||
| By: | Lamar TRS Holdings, LLC, its sole Managing | |||||
| Member | ||||||
| By: | Lamar Media Corp., its sole Managing | |||||
| Member | ||||||
| By: | /s/ Keith A. Istre | |||||
| Keith A. Istre, Executive Vice- | ||||||
| President/ Chief Financial | ||||||
| Officer | ||||||
| Attest: | ||
| By: | ||
| James R. McIlwain, Secretary | ||
| Accepted and agreed: | ||
| JPMORGAN CHASE BANK, N.A. as Administrative Agent | ||
| By: | /s/ Goh Siew Tan | |
| Title: | Vice President | |
3
The undersigned hereby respectively pledges and grants a security interest in the Pledged Equity that it owns evidenced by the certificates listed in Appendix A hereto and agrees that Annex 1 of the Pledge Agreement is hereby supplemented by adding thereto the information listed on Appendix A.
| Lamar TRS Holdings, LLC, Issuee | ||||
| By: | Lamar Media Corp., its sole Managing | |||
| Member | ||||
| By: | /s/ Keith A. Istre | |||
| Keith A. Istre, Executive Vice-President/ | ||||
| Chief Financial Officer | ||||
4
Supplement to Annex 1
Appendix A to Joinder Agreement
| Pledgor Ownership |
Issuer | No. of Units | Cert. No. | % | ||||||||||
| Lamar TRS Holdings, LLC |
Lamar Investments, LLC | 1,000 | 1 | 100 | ||||||||||
5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/14 | 8-K | ||
| For Period end: | 12/31/13 | 5, ARS | ||
| 12/5/13 | ||||
| 2/9/12 | 8-K | |||
| 4/28/10 | 8-K, DEF 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Lamar Advertising Co. 10-K 12/31/23 135:17M Workiva Inc Wde… FA01/FA 2/24/23 Lamar Advertising Co. 10-K 12/31/22 136:19M Workiva Inc Wde… FA01/FA 2/25/22 Lamar Advertising Co. 10-K 12/31/21 137:18M Workiva Inc Wde… FA01/FA 7/15/21 Lamar Media Corp./DE S-4¶ 8/27/21 125:25M Donnelley … Solutions/FA 2/26/21 Lamar Advertising Co. 10-K 12/31/20 120:31M ActiveDisclosure/FA 9/04/20 Lamar Media Corp./DE S-4¶ 9/04/20 131:30M Donnelley … Solutions/FA 7/29/14 SEC UPLOAD¶ 9/29/17 1:286K Lamar Media Corp./DE |