SEC Info - Lamar Advertising Co., et al. - ‘10-Q’ for 6/30/22

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Lamar Advertising Co., et al. – ‘10-Q’ for 6/30/22 – ‘EX-10.1’

On: Wednesday, 8/3/22, at 11:29am ET · For: 6/30/22 · Accession #: 1628280-22-20393 · File #s: 1-12407, 1-36756

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/03/22  Lamar Advertising Co.             10-Q        6/30/22   86:11M                                    Workiva Inc Wde… FA01/FA
          Lamar Media Corp./DE

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.93M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     88K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     91K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     88K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     87K 
 6: EX-10.1     Material Contract                                   HTML     38K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
15: R1          Cover Page                                          HTML     86K 
16: R2          Condensed Consolidated Balance Sheets               HTML    173K 
17: R3          Condensed Consolidated Statements of Income and     HTML    151K 
                Comprehensive Income (Unaudited)                                 
18: R4          Condensed Consolidated Statements of Stockholders?  HTML     98K 
                Equity (Unaudited)                                               
19: R5          Condensed Consolidated Statements of Cash Flows     HTML    153K 
                (Unaudited)                                                      
20: R6          Condensed Consolidated Balance Sheets (Subsidiary)  HTML    175K 
21: R7          Condensed Consolidated Statements of Income and     HTML    123K 
                Comprehensive Income (Unaudited) (Subsidiary)                    
22: R8          Condensed Consolidated Statements of Stockholders?  HTML     75K 
                Equity (Unaudited) (Subsidiary)                                  
23: R9          Condensed Consolidated Statements of Cash Flows     HTML    168K 
                (Unaudited) (Subsidiary)                                         
24: R10         Condensed Consolidated Balance Sheets               HTML     60K 
                (Parenthetical)                                                  
25: R11         Condensed Consolidated Statements of Stockholders?  HTML     45K 
                Equity (Unaudited) (Parenthetical)                               
26: R12         Condensed Consolidated Balance Sheets               HTML     42K 
                (Parenthetical) (Subsidiary)                                     
27: R13         Significant Accounting Policies                     HTML     27K 
28: R14         Revenues                                            HTML     46K 
29: R15         Leases                                              HTML     38K 
30: R16         Acquisitions                                        HTML     49K 
31: R17         Stock-Based Compensation                            HTML     37K 
32: R18         Depreciation and Amortization                       HTML     37K 
33: R19         Goodwill and Other Intangible Assets                HTML     44K 
34: R20         Asset Retirement Obligations                        HTML     32K 
35: R21         Distribution Restrictions                           HTML     27K 
36: R22         Earnings Per Share                                  HTML     27K 
37: R23         Long-term Debt                                      HTML     91K 
38: R24         Fair Value of Financial Instruments                 HTML     28K 
39: R25         Investments                                         HTML     26K 
40: R26         New Accounting Pronouncements                       HTML     44K 
41: R27         Dividends/Distributions                             HTML     27K 
42: R28         Information about Geographic Areas                  HTML     32K 
43: R29         Stockholders' Equity                                HTML     38K 
44: R30         Subsequent Event                                    HTML     28K 
45: R31         Significant Accounting Policies (Subsidiary)        HTML     29K 
46: R32         Summarized Financial Information of Subsidiaries    HTML    340K 
47: R33         Significant Accounting Policies (Policies)          HTML     47K 
48: R34         Significant Accounting Policies (Policies)          HTML     27K 
49: R35         Revenues (Tables)                                   HTML     37K 
50: R36         Leases (Tables)                                     HTML     32K 
51: R37         Acquisitions (Tables)                               HTML     50K 
52: R38         Stock-Based Compensation (Tables)                   HTML     29K 
53: R39         Depreciation and Amortization (Tables)              HTML     37K 
54: R40         Goodwill and Other Intangible Assets (Tables)       HTML     44K 
55: R41         Asset Retirement Obligations (Tables)               HTML     30K 
56: R42         Long-term Debt (Tables)                             HTML     66K 
57: R43         Summarized Financial Information of Subsidiaries    HTML    441K 
                (Tables)                                                         
58: R44         Revenues - Disaggregation Revenue (Detail)          HTML     38K 
59: R45         Leases - Additional Information (Detail)            HTML     68K 
60: R46         Leases - Summary of Maturities of Operating Lease   HTML     44K 
                Liabilities (Detail)                                             
61: R47         Acquisitions - Additional Information (Details)     HTML     53K 
62: R48         Acquisitions - Schedule of Recognized Identified    HTML     58K 
                Assets Acquired and Liabilities Assumed (Details)                
63: R49         Acquisitions - Summary of Unaudited Pro Forma       HTML     37K 
                Financial Information (Details)                                  
64: R50         Stock-Based Compensation - Additional Information   HTML     78K 
                (Detail)                                                         
65: R51         Stock-Based Compensation - Summary of ESPP Share    HTML     37K 
                Activity (Detail)                                                
66: R52         Depreciation and Amortization - Depreciation and    HTML     34K 
                Amortization Expense Excluded from Operating                     
                Expenses in its Condensed Consolidated Statements                
                of Income and Comprehensive Income (Detail)                      
67: R53         Goodwill and Other Intangible Assets - Summary of   HTML     56K 
                Intangible Assets (Detail)                                       
68: R54         Asset Retirement Obligations - Information Related  HTML     36K 
                to Asset Retirement Obligations (Detail)                         
69: R55         Distribution Restrictions (Detail)                  HTML     37K 
70: R56         Earnings Per Share (Detail)                         HTML     26K 
71: R57         Long-term Debt - Long-Term Debt (Detail)            HTML     72K 
72: R58         Long-term Debt - Additional Information (Detail)    HTML    208K 
73: R59         Fair Value of Financial Instruments (Detail)        HTML     31K 
74: R60         Investments (Detail)                                HTML     36K 
75: R61         Dividends/Distributions (Detail)                    HTML     38K 
76: R62         Information about Geographic Areas - Additional     HTML     42K 
                Information (Detail)                                             
77: R63         Stockholders' Equity (Detail)                       HTML     46K 
78: R64         Subsequent Event (Details)                          HTML     39K 
79: R65         Condensed Consolidating Balance Sheets (Unaudited)  HTML    160K 
                (Detail)                                                         
80: R66         Condensed Consolidating Statements of Income and    HTML    188K 
                Comprehensive Income (Unaudited) (Detail)                        
81: R67         Condensed Consolidating Statement of Cash Flows     HTML    144K 
                (Unaudited) (Detail)                                             
84: XML         IDEA XML File -- Filing Summary                      XML    148K 
82: XML         XBRL Instance -- lamr-20220630_htm                   XML   3.45M 
83: EXCEL       IDEA Workbook of Financial Reports                  XLSX    173K 
11: EX-101.CAL  XBRL Calculations -- lamr-20220630_cal               XML    189K 
12: EX-101.DEF  XBRL Definitions -- lamr-20220630_def                XML    958K 
13: EX-101.LAB  XBRL Labels -- lamr-20220630_lab                     XML   1.50M 
14: EX-101.PRE  XBRL Presentations -- lamr-20220630_pre              XML   1.21M 
10: EX-101.SCH  XBRL Schema -- lamr-20220630                         XSD    165K 
85: JSON        XBRL Instance as JSON Data -- MetaLinks              390±   587K 
86: ZIP         XBRL Zipped Folder -- 0001628280-22-020393-xbrl      Zip    554K

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

Exhibit 10.1

JOINDER AGREEMENT

JOINDER AGREEMENT dated as of June 7, 2022, by Lamar Advertising Limited Partnership, a Delaware limited partnership, Lamar Advertising General Partner, LLC, a Delaware limited liability company, and SkyHigh Murals – Colossal Media, LLC, a New York limited liability company (collectively, the “Additional Subsidiary Guarantors” and each an “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”), each Additional Subsidiary Borrower that may be or may become a party thereto (each an “Additional 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 that certain Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No. 1, dated as of July 2, 2021, and as further amended, restated, amended and restated, extended, 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 named 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 Borrowers. 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 that certain Amended and Restated Pledge Agreement dated as of February 3, 2014 (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 Borrowers under Swap Agreements, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Additional Subsidiary Guarantors have 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, each Additional Subsidiary Guarantor hereby agrees that it shall become a “Subsidiary Guarantor” under and for all purposes of the Credit Agreement and a “Securing Party” under and for all purposes of the Pledge Agreement with all the rights and obligations of a Subsidiary Guarantor and Securing Party thereunder, as applicable. Without limiting the generality of the foregoing, each 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 such 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 the Schedules thereof shall be supplemented as provided in Appendices A and B 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 such 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.

Each Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 6.10(a)(iii) of the Credit Agreement to the Secured Parties.

[Signature Page Follows]

Exhibit 10.1

IN WITNESS WHEREOF, the Additional Subsidiary Guarantors have caused this Joinder Agreement to be duly executed and delivered as of the day and year first above written.

ADDITIONAL SUBSIDIARY GUARANTORS:

LAMAR ADVERTISING GENERAL PARTNER, LLC

SKYHIGH MURALS – COLOSSAL MEDIA, LLC

By: Lamar Media Corp., its sole member

By: /s/ Jay Johnson_________________________
Name: Jay Johnson, Executive Vice-President

and Chief Financial Officer

LAMAR ADVERTISING LIMITED PARTNERSHIP

By: Lamar Advertising General Partner, LLC, its general partner

By: Lamar Media Corp., its sole member

By: /s/ Jay Johnson_________________________
Name: Jay Johnson, Executive Vice-President

and Chief Financial Officer

Attest:

By: /s/ James R. McIlwain______________

James R. McIlwain, Secretary

[Signature Page to Joinder Agreement]

Accepted and agreed:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By: /s/ Bruce S. Borden_______________

Title: Executive Director______________

The undersigned hereby respectively pledges and grants a security interest in the Pledged Equity that it owns as described in Appendix A hereto and agrees that Schedule 1, Part 2 – Pledged Equity of the Pledge Agreement is hereby supplemented by adding thereto the information listed on Appendix A.


			Lamar Media Corp., Issuee By: /s/ *Jay L. Johnson*________________ Jay L. Johnson, Executive Vice President, Chief Financial Officer and Treasurer
			Lamar Advertising General Partner, LLC, Issuee By: Lamar Media Corp., its sole member By: /s/ *Jay L. Johnson*________________ Jay Johnson, Executive Vice-President and Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/3/22	8-K
For Period end:	6/30/22	8-K
	6/7/22
	7/2/21	8-K
	2/6/20	8-K
	2/3/14	4, 8-K
		List all Filings

2 Subsequent Filings that Reference this Filing

  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

4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/30/22  Lamar Advertising Co.             8-K:1,2,9   6/24/22   13:1.2M                                   Donnelley … Solutions/FA
11/19/14  Lamar Advertising Co.             8-K12B:2,3,11/18/14    9:1.7M                                   Donnelley … Solutions/FA
 5/10/07  Lamar Media Corp./DE              10-Q        3/31/07    8:489K                                   RR Donnelley
11/12/99  Lamar Media Corp./DE              10-Q        9/30/99    4:115K                                   RR Donnelley

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Filing Submission 0001628280-22-020393 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)