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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/13 Lamar Media Corp/DE 10-K 12/31/12 115:11M Donnelley … Solutions/FA Lamar Advertising Co/New |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.20M
2: EX-4.E.6 Instrument Defining the Rights of Security Holders HTML 75K
3: EX-4.E.7 Instrument Defining the Rights of Security Holders HTML 68K
4: EX-4.E.8 Instrument Defining the Rights of Security Holders HTML 72K
7: EX-4.F.10 Instrument Defining the Rights of Security Holders HTML 67K
5: EX-4.F.8 Instrument Defining the Rights of Security Holders HTML 67K
6: EX-4.F.9 Instrument Defining the Rights of Security Holders HTML 72K
8: EX-4.G.4 Instrument Defining the Rights of Security Holders HTML 69K
9: EX-4.G.5 Instrument Defining the Rights of Security Holders HTML 69K
10: EX-4.G.6 Instrument Defining the Rights of Security Holders HTML 73K
11: EX-4.H.4 Instrument Defining the Rights of Security Holders HTML 72K
12: EX-4.H.5 Instrument Defining the Rights of Security Holders HTML 67K
13: EX-4.H.6 Instrument Defining the Rights of Security Holders HTML 75K
16: EX-10.F.10 Material Contract HTML 43K
14: EX-10.F.8 Material Contract HTML 43K
15: EX-10.F.9 Material Contract HTML 43K
20: EX-21.A Subsidiaries List HTML 47K
21: EX-23.A Consent of Experts or Counsel HTML 33K
17: EX-11.A Statement re: Computation of Earnings Per Share HTML 48K
18: EX-12.A Statement re: Computation of Ratios HTML 51K
19: EX-12.B Statement re: Computation of Ratios HTML 51K
22: EX-31.A Certification -- §302 - SOA'02 HTML 36K
23: EX-31.B Certification -- §302 - SOA'02 HTML 36K
24: EX-32.A Certification -- §906 - SOA'02 HTML 35K
84: R1 Document and Entity Information HTML 65K
70: R2 Consolidated Balance Sheets HTML 168K
82: R3 Consolidated Balance Sheets (Parenthetical) HTML 73K
87: R4 Consolidated Statements of Operations and HTML 146K
Comprehensive Income (Loss)
106: R5 Consolidated Statements of Stockholders Equity and HTML 125K
Comprehensive Income (Deficit)
73: R6 Consolidated Statements of Stockholders Equity and HTML 47K
Comprehensive Income (Deficit) (Parenthetical)
81: R7 Consolidated Statements of Cash Flows HTML 197K
65: R8 Significant Accounting Policies HTML 59K
55: R9 Acquisitions HTML 64K
107: R10 Non-cash Financing and Investing Activities HTML 36K
89: R11 Property, Plant and Equipment HTML 42K
88: R12 Goodwill and Other Intangible Assets HTML 80K
94: R13 Leases HTML 40K
95: R14 Accrued Expenses HTML 44K
92: R15 Long-term Debt HTML 118K
96: R16 Asset Retirement Obligation HTML 40K
83: R17 Depreciation and Amortization HTML 39K
85: R18 Income Taxes HTML 189K
91: R19 Related Party Transactions HTML 42K
115: R20 Stockholders' Equity HTML 46K
102: R21 Stock Compensation Plans HTML 64K
77: R22 Benefit Plans HTML 44K
90: R23 Commitment and Contingencies HTML 35K
79: R24 Summarized Financial Information of Subsidiaries HTML 34K
46: R25 Fair Value of Financial Instruments HTML 41K
103: R26 Quarterly Financial Data HTML 66K
111: R27 Subsequent Events HTML 32K
60: R28 Valuation and Qualifying Accounts HTML 68K
59: R29 Significant Accounting Policies (Policies) HTML 128K
63: R30 Significant Accounting Policies (Tables) HTML 36K
64: R31 Acquisitions (Tables) HTML 59K
66: R32 Property, Plant and Equipment (Tables) HTML 41K
38: R33 Goodwill and Other Intangible Assets (Tables) HTML 82K
100: R34 Leases (Tables) HTML 36K
75: R35 Accrued Expenses (Tables) HTML 43K
78: R36 Long-term Debt (Tables) HTML 90K
50: R37 Asset Retirement Obligation (Tables) HTML 38K
114: R38 Depreciation and Amortization (Tables) HTML 38K
31: R39 Income Taxes (Tables) HTML 180K
67: R40 Stock Compensation Plans (Tables) HTML 55K
105: R41 Quarterly Financial Data (Tables) HTML 62K
48: R42 Significant Accounting Policies - Additional HTML 61K
Information (Detail)
58: R43 Significant Accounting Policies - Revenue and HTML 38K
Expense Recognized for Advertising Barter
Transactions (Detail)
62: R44 Acquisitions - Additional Information (Detail) HTML 67K
71: R45 Acquisitions - Summary of Preliminary Allocation HTML 56K
of Acquisition Costs (Detail)
37: R46 Acquisitions - Summary of Unaudited Pro Forma HTML 45K
Financial Information (Detail)
54: R47 Non-Cash Financing and Investing Activities - HTML 47K
Additional Information (Detail)
33: R48 Property, Plant and Equipment - Summary of Major HTML 42K
Categories of Property, Plant and Equipment
(Detail)
104: R49 Goodwill and Other Intangible Assets - Summary of HTML 57K
Intangible Assets (Detail)
47: R50 Goodwill and Other Intangible Assets - Summary of HTML 47K
Changes in Gross Carrying Amount of Goodwill
(Detail)
101: R51 Goodwill and Other Intangible Assets - Additional HTML 35K
Information (Detail)
51: R52 Goodwill and Other Intangible Assets - Summary of HTML 49K
Estimated Amortization Expense (Detail)
68: R53 Leases - Summary of Minimum Annual Rental Payments HTML 55K
(Detail)
32: R54 Leases - Additional Information (Detail) HTML 34K
35: R55 Accrued Expenses - Summary of Accrued Expenses HTML 52K
(Detail)
61: R56 Long-term Debt - Long-Term Debt (Detail) HTML 58K
41: R57 Long-term Debt - Long-Term Debt (Parenthetical) HTML 40K
(Detail)
108: R58 Long-term Debt - Summary of Long-Term Debt Matures HTML 51K
(Detail)
74: R59 Long-term Debt - Additional Information (Detail) HTML 150K
93: R60 Long-term Debt - Remaining Quarterly Amortization HTML 70K
of Term Facilities (Detail)
53: R61 Long-term Debt - Remaining Quarterly Amortization HTML 44K
of Term Facilities (Parenthetical) (Detail)
56: R62 Asset Retirement Obligation - Information Related HTML 45K
to Asset Retirement Obligation (Detail)
99: R63 Depreciation and Amortization - Depreciation and HTML 38K
Amortization Expense Excluded from Operating
Expenses (Detail)
97: R64 Income Taxes - Income Tax Expense (Benefit) HTML 93K
(Detail)
76: R65 Income Taxes - Additional Information (Detail) HTML 96K
98: R66 Income Taxes - U.S. and Foreign Components of HTML 42K
Earnings (Loss) Before Income Taxes (Detail)
52: R67 Income Taxes - Schedule of Effective Income Tax HTML 71K
Rate Reconciliation (Detail)
80: R68 Income Taxes - Schedule of Effective Income Tax HTML 47K
Rate Reconciliation (Parenthetical) (Detail)
110: R69 Income Taxes - Components of Deferred Taxes HTML 112K
(Detail)
34: R70 Income Taxes - Reconciliation of Beginning and HTML 53K
Ending Amount of Unrecognized Tax Benefits
(Detail)
45: R71 Related Party Transactions - Additional HTML 58K
Information (Detail)
69: R72 Stockholders' Equity - Additional Information HTML 56K
(Detail)
40: R73 Stock Compensation Plans - Additional Information HTML 109K
(Detail)
113: R74 Stock Compensation Plans - Weighted Average Fair HTML 45K
Value of Options Granted (Detail)
49: R75 Stock Compensation Plans - Stock Option HTML 69K
Transactions Under Various Stock-Based Employee
Compensation Plans (Detail)
42: R76 Stock Compensation Plans - Summary of ESPP Share HTML 42K
Activity (Detail)
44: R77 Benefit Plans - Additional Information (Detail) HTML 63K
36: R78 Summarized Financial Information of Subsidiaries - HTML 54K
Additional Information (Detail)
39: R79 Fair Value of Financial Instruments - Additional HTML 41K
Information (Detail)
86: R80 Quarterly Financial Data - Summary of Quarterly HTML 65K
Financial Data (Detail)
43: R81 Subsequent Events - Additional Information HTML 36K
(Detail)
109: R82 Valuation and Qualifying Accounts (Detail) HTML 47K
112: XML IDEA XML File -- Filing Summary XML 156K
57: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.41M
25: EX-101.INS XBRL Instance -- lamr-20121231 XML 2.52M
27: EX-101.CAL XBRL Calculations -- lamr-20121231_cal XML 262K
28: EX-101.DEF XBRL Definitions -- lamr-20121231_def XML 1.27M
29: EX-101.LAB XBRL Labels -- lamr-20121231_lab XML 1.72M
30: EX-101.PRE XBRL Presentations -- lamr-20121231_pre XML 1.45M
26: EX-101.SCH XBRL Schema -- lamr-20121231 XSD 280K
72: ZIP XBRL Zipped Folder -- 0001193125-13-084458-xbrl Zip 234K
| EX-10.F.10 |
Exhibit 10(f)(10)
JOINDER AGREEMENT
JOINDER AGREEMENT dated as of November 14, 2012 by the undersigned, NMG Outdoor I Corp., a Delaware corporation (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 an Amended and Restated Credit Agreement dated February 9, 2012 (“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).
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.
| NMG OUTDOOR I CORP., a Delaware corporation | ||
| 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.
| NextMedia Outdoor, Inc. Issuee | ||
| 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 Shares of Common Stock |
Cert. No. | % | ||||||||||
| NextMedia Outdoor, Inc. |
NMG Outdoor I Corp. | 100 | 1 | 100 | ||||||||||
5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/13 | |||
| For Period end: | 12/31/12 | ARS | ||
| 11/14/12 | 4 | |||
| 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 |