JOINDER AGREEMENT
Exhibit 10.3
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”).
Xxxxx 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 Xxxxx 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]
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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
XXXXX-FAIRWAY BLOCKER 1, INC., a Delaware corporation
XXXXX-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
XXXXXXX 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/ Xxxxx X. Xxxxx ____________________________
Attest:Xxxxx X. Xxxxx, Executive Vice President and
Chief Financial Officer
By: /s/ Xxxxx X. XxXxxxxx _________
Xxxxx X. XxXxxxxx, Secretary
Accepted and agreed:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By: /s/ Xxxxx X. Thauer_____________
Name: Xxxxx X. Xxxxxx
Title: Managing Director
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