JOINDER AGREEMENT
Exhibit 10.18
JOINDER AGREEMENT dated as of July 21, 2006 by the undersigned, Xxxx Advertising Company, Inc.
(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”).
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 a Credit Agreement dated September 30, 2005 (as modified and supplemented and
in effect 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 $800,000,000
(which, in the circumstances contemplated by Section 2.01(c) thereof, may be increased to
$1,300,000,000 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 September 30, 2005 (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) now
owned or hereafter acquired by the Additional Subsidiary Guarantor 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(a)(iii) of the Credit Agreement to the Secured Parties.
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.
| Xxxx Advertising Company, Inc., a Texas corporation |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx, President | ||||
Attested:
By:
|
/s/ Xxxxx X. XxXxxxxx
|
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| Accepted and agreed: | ||||
| JPMORGAN CHASE BANK, N.A.
as Administrative Agent |
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By: Title: |
/s/ Xxxxxxxxxx Xxxxxxx
|
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The undersigned hereby respectively pledges and grants a security interest in the Pledged Equity
evidenced by the certificate 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 X.
| Xxxxx Advantage Outdoor Company, L.P., Issuee | ||||
By:
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/s/ Xxxxx X. Xxxxxx, Xx.
|
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| Chairman of the Board and | ||||
| Chief Executive Officer | ||||
Supplement to Annex 1
Appendix A to Joinder Agreement
| Pledgor | ||||||||||||||||
| Ownership | Issuer | No. Shares | Cert. No. | % | ||||||||||||
Xxxxx Advantage Outdoor Company, X.X. |
Xxxx Advertising Company, Inc. | 1920 | 8 | 100 | ||||||||||||
