Exhibit 10.20
JOINDER AGREEMENT
JOINDER AGREEMENT dated as of May 13, 2005 by Xxxxx Central Outdoor,
LLC, a Delaware limited liability company (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 "Borrower"), and
certain of its subsidiaries (collectively, the "Existing Subsidiary Guarantors"
and, together with the Borrower, the "Securing Parties") are parties to a Credit
Agreement dated as of March 7, 2003 (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 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 Borrower in an aggregate principal or face amount not exceeding
$1,200,000,000 (which, in the circumstances contemplated by Section 2.01(d)
thereof, may be increased to $1,700,000,000). In addition, the Borrower 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 Borrower, the Existing
Subsidiary Guarantors and the Administrative Agent are parties to a Pledge
Agreement dated as of March 7, 2003 (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
Joinder Agreement
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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.l0(a)(iii) of the Credit Agreement
to the Secured Parties.
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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.
XXXXX CENTRAL OUTDOOR, LLC
By: Xxxxx Media Corp.
Its: Sole Member
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President-Finance
Accepted and agreed:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ Xxxx X. Xxxxxxxxxx
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Title: Xxxx X. Xxxxxxxxxx
Managing Director
Appendix A to Joinder Agreement
Supplement to Annex 1:
Pledgor Issuer No. Shares Cert. No. %
Ownership
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Xxxxx Media Xxxxx Central Outdoor, 1000 1 100
Corp. LLC membership
units
Joinder Agreement
