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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/02/19 Lamar Advertising Co/New 10-Q 3/31/19 81:15M ActiveDisclosure/FA Lamar Media Corp/DE |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.44M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 59K
3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 55K
4: EX-4.4 Instrument Defining the Rights of Security Holders HTML 59K
5: EX-4.5 Instrument Defining the Rights of Security Holders HTML 55K
6: EX-4.6 Instrument Defining the Rights of Security Holders HTML 59K
7: EX-4.7 Instrument Defining the Rights of Security Holders HTML 56K
8: EX-10.3 Material Contract HTML 35K
9: EX-10.4 Material Contract HTML 35K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
19: R1 Document and Entity Information HTML 59K
20: R2 Condensed Consolidated Balance Sheets HTML 138K
21: R3 Condensed Consolidated Balance Sheets HTML 63K
(Parenthetical)
22: R4 Condensed Consolidated Statements of Income and HTML 122K
Comprehensive Income (Unaudited)
23: R5 Condensed Consolidated Statements of Stockholders' HTML 74K
Equity
24: R6 Condensed Consolidated Statements of Stockholders' HTML 39K
Equity (Parenthetical)
25: R7 Condensed Consolidated Statements of Cash Flows HTML 161K
26: R8 Significant Accounting Policies HTML 29K
27: R9 Revenues HTML 53K
28: R10 Leases HTML 61K
29: R11 Acquisitions HTML 70K
30: R12 Stock-Based Compensation HTML 40K
31: R13 Depreciation and Amortization HTML 44K
32: R14 Goodwill and Other Intangible Assets HTML 99K
33: R15 Asset Retirement Obligations HTML 36K
34: R16 Distribution Restrictions HTML 27K
35: R17 Earnings Per Share HTML 25K
36: R18 Long-term Debt HTML 178K
37: R19 Fair Value of Financial Instruments HTML 28K
38: R20 New Accounting Pronouncements HTML 32K
39: R21 Dividends/Distributions HTML 27K
40: R22 Information about Geographic Areas HTML 27K
41: R23 Stockholders' Equity HTML 29K
42: R24 Summarized Financial Information of Subsidiaries HTML 1.16M
43: R25 Revenues (Tables) HTML 44K
44: R26 Leases (Tables) HTML 54K
45: R27 Acquisitions (Tables) HTML 63K
46: R28 Stock-Based Compensation (Tables) HTML 35K
47: R29 Depreciation and Amortization (Tables) HTML 44K
48: R30 Goodwill and Other Intangible Assets (Tables) HTML 99K
49: R31 Asset Retirement Obligations (Tables) HTML 35K
50: R32 Long-term Debt (Tables) HTML 159K
51: R33 Summarized Financial Information of Subsidiaries HTML 1.16M
(Tables)
52: R34 Revenues - Additional Information (Details) HTML 31K
53: R35 Revenues - Disaggregation Revenue (Detail) HTML 33K
54: R36 Leases - Additional Information (Detail) HTML 48K
55: R37 Leases - Summary of Maturities of Operating Lease HTML 45K
Liabilities (Detail)
56: R38 Acquisitions - Additional Information (Detail) HTML 78K
57: R39 Acquisitions - Summary of Allocation of HTML 56K
Acquisition Costs (Detail)
58: R40 Stock-Based Compensation - Additional Information HTML 72K
(Detail)
59: R41 Stock-Based Compensation - Summary of ESPP Share HTML 34K
Activity (Detail)
60: R42 Depreciation and Amortization - Depreciation and HTML 32K
Amortization Expense Excluded from Operating
Expenses in its Statements of Income and
Comprehensive Income (Detail)
61: R43 Goodwill and Other Intangible Assets - Summary of HTML 54K
Intangible Assets (Detail)
62: R44 Asset Retirement Obligations - Information Related HTML 33K
to Asset Retirement Obligations (Detail)
63: R45 Distribution Restrictions - Additional Information HTML 39K
(Detail)
64: R46 Earnings Per Share - Additional Information HTML 25K
(Detail)
65: R47 Long-term Debt - Long-Term Debt (Detail) HTML 64K
66: R48 Long-term Debt - Long-Term Debt (Parenthetical) HTML 36K
(Detail)
67: R49 Long-term Debt - Additional Information (Detail) HTML 176K
68: R50 Long-term Debt - Schedule of Maturities of Long HTML 42K
Term Debt (Detail)
69: R51 Long-term Debt - Schedule of Maturities of Long HTML 34K
Term Debt (Parenthetical) (Detail)
70: R52 Fair Value of Financial Instruments - Additional HTML 31K
Information (Detail)
71: R53 New Accounting Pronouncements - Additional HTML 32K
Information (Detail)
72: R54 Dividends/Distributions - Additional Information HTML 37K
(Detail)
73: R55 Information about Geographic Areas - Additional HTML 32K
Information (Detail)
74: R56 Stockholders' Equity - Additional Information HTML 46K
(Detail)
75: R57 Condensed Consolidating Balance Sheet (Detail) HTML 100K
76: R58 Condensed Consolidating Statements of Income and HTML 110K
Comprehensive Income (Detail)
77: R59 Condensed Consolidating Statement of Cash Flows HTML 129K
(Detail)
79: XML IDEA XML File -- Filing Summary XML 134K
18: XML XBRL Instance -- lamr-10q_20190331_htm XML 4.40M
78: EXCEL IDEA Workbook of Financial Reports XLSX 77K
14: EX-101.CAL XBRL Calculations -- lamr-20190331_cal XML 209K
15: EX-101.DEF XBRL Definitions -- lamr-20190331_def XML 857K
16: EX-101.LAB XBRL Labels -- lamr-20190331_lab XML 1.11M
17: EX-101.PRE XBRL Presentations -- lamr-20190331_pre XML 1.02M
13: EX-101.SCH XBRL Schema -- lamr-20190331 XSD 165K
80: JSON XBRL Instance as JSON Data -- MetaLinks 303± 485K
81: ZIP XBRL Zipped Folder -- 0001564590-19-015115-xbrl Zip 264K
Exhibit 10.3
JOINDER AGREEMENT
JOINDER AGREEMENT dated as of January 15, 2019, by the undersigned entities (each, an “Additional Subsidiary Guarantor” and, collectively, the “Additional Subsidiary Guarantors”), 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 the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended by Amendment No. 1, dated as of March 16, 2018, and Amendment No. 2, dated as of December 6, 2018, by and among Lamar Media Corp., the Subsidiary Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, (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 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 the Amended and Restated Pledge Agreement dated 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 parties 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.
The Additional Subsidiary Guarantors hereby instruct their counsel to deliver the opinions referred to in Section 6.10(a)(iii) of the Credit Agreement to the Secured Parties.
[Signature Page Follows]
2
IN WITNESS WHEREOF, each Additional Subsidiary Guarantor has caused this Joinder Agreement to be duly executed and delivered as of the day and year first above written.
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ADDITIONAL SUBSIDIARY GUARANTORS:
FMG OUTDOOR HOLDINGS, LLC, a Delaware limited liability company
LAMAR-FAIRWAY BLOCKER 1, INC., a Delaware corporation
LAMAR-FAIRWAY BLOCKER 2, INC., a Delaware corporation
MAGIC MEDIA, INC., a Delaware corporation
FAIRWAY MEDIA GROUP, LLC, a Delaware limited liability company
FAIRWAY OUTDOOR ADVERTISING, LLC, a Delaware limited liability company
FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC, a Delaware limited liability company
FAIRWAY OUTDOOR FUNDING, LLC, a Delaware limited liability company
MCC OUTDOOR, LLC, a Georgia limited liability company
MAGIC MEDIA REAL ESTATE, LLC, a Delaware limited liability company
FMO REAL ESTATE, LLC, a Delaware limited liability company
DOUGLAS OUTDOOR ADVERTISING OF GA, INC., a Georgia corporation
OLYMPUS MEDIA/INDIANA, LLC, a Delaware limited liability company
FAIRWAY CCO INDIANA, LLC, a Delaware limited liability company
By:/s/ Keith A. Istre ____________________________
Attest:Keith A. Istre, Executive Vice President and
Chief Financial Officer
By: /s/ James R. McIlwain _________
James R. McIlwain, Secretary
Accepted and agreed:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By: /s/ Peter B. Thauer_____________
Name: Peter B. Thauer
Title: Managing Director
3
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/2/19 | 8-K | ||
| For Period end: | 3/31/19 | |||
| 1/15/19 | ||||
| 12/6/18 | 8-K | |||
| 3/16/18 | 8-K | |||
| 5/15/17 | 8-K | |||
| 2/3/14 | 4, 8-K | |||
| 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 |