Exhibit 10.3
SECOND AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this "Amendment"),
dated as of
May 6, 2020, is entered into among each of the entities listed on
the signature pages hereto as a New Originator (each, a "New Originator" and
collectively, the "New Originators") or as an Existing Originator (each, an
"Existing Originator" and collectively, the "Existing Originators"), LAMAR MEDIA
CORP., a Delaware corporation, as servicer (in such capacity, the "Servicer")
and LAMAR QRS RECEIVABLES, LLC (the "Buyer").
Capitalized terms used but not otherwise defined herein (including such terms
used above) have the respective meanings assigned thereto in the Purchase and
Sale Agreement described below.
BACKGROUND
A.The parties hereto (other than the New Originators) have entered into a
Purchase and Sale Agreement, dated as of December 18, 2018 (as amended,
restated, supplemented or otherwise modified through the date hereof, the
"Purchase and Sale Agreement").
B.Concurrently herewith, the Buyer and Lamar TRS Receivables, LLC, as borrowers,
the Servicer and PNC Bank, National Association, as administrative agent and as
a lender (the "Administrative Agent") are entering into that certain Second
Amendment to the Receivables Financing Agreement, dated as of the date hereof
(the "RFA Amendment").
C.The New Originators desire to become Originators under the Purchase and Sale
Agreement pursuant to Section 4.3 of the Purchase and Sale Agreement.
D.The parties hereto desire to join the New Originators to the Purchase and Sale
Agreement and to amend the Purchase and Sale Agreement as hereinafter set forth.
NOW THEREFORE, with the intention of being legally bound hereby, and in
consideration of the mutual undertakings expressed herein, each party to this
Amendment hereby agrees as follows:
SECTION 1.Amendments to the Purchase and Sale Agreement.
The Purchase and Sale
Agreement is hereby amended as follows:
(a)With respect to the New Originators, each reference in the Purchase and Sale
Agreement to "the Closing Date" or "the date hereof" where applicable to the New
Originators shall be deemed to be a reference to "May 6, 2020".
(b)With respect to the New Originators, each reference in the Purchase and Sale
Agreement to "the Cut-Off Date" when applicable to the New Originators shall be
deemed to be a reference to "March 31, 2020".
(c)Schedule I to the Purchase and Sale Agreement is hereby replaced in its
entirety with Schedule I attached hereto.
(d)Schedule II to the Purchase and Sale Agreement is hereby replaced in its
entirety with Schedule II attached hereto.
(e)Schedule III to the Purchase and Sale Agreement is hereby replaced in its
entirety with Schedule III attached hereto.
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SECTION 2.Joinder.
Each New Originator hereby absolutely and unconditionally
agrees to become a party to the Purchase and Sale Agreement as an "Originator"
thereunder and to be bound by all of the provisions thereof, including the
provisions of Article IX thereof.
For greater certainty, each New Originator
hereby acknowledges that pursuant to (i) Section 1.1 of the Purchase and Sale
Agreement, on and after the date hereof it hereby