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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 58 added, 7 removed, 437 unchanged (13% of the section changed)

19 unchanged sentences

Lamar Media Corp.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Lamar Advertising Company

Not applicable.

Lamar Media Corp.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

157 unchanged sentences

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(e)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(e)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(f)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4% Senior Notes due 2030.

7 unchanged sentences

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(f)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(f)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(g)(1) Indenture, dated as of May 13, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4 7/8% Senior Notes due 2029.

1 unchanged sentence

1-36756) filed on May 19, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(g)(2) Form of 4 7/8% Senior Notes due 2029.

4 unchanged sentences

1-36756) filed on May 19, 2020 and incorporated herein by reference.

4(g)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(g)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(h)(1) Indenture, dated as of January 22, 2021, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3.625% Senior Notes due 2031.

4 unchanged sentences

1-36756) filed on January 28, 2021 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(h)(3) Form of 3.625% Senior Exchange Notes due 2031.

1 unchanged sentence

1-36756) filed on January 28, 2021 and incorporated herein by reference.

4(h)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625%% Senior Notes due 2031.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(h)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625%% Senior Notes due 2031.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(i) Agreement of Resignation, Appointment and Acceptance, dated as of June 14, 2021, by and among Lamar Media, as issuer, U.S.

5 unchanged sentences

1-36756) filed on February 20, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(a)(2)* Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended and restated.

28 unchanged sentences

1-36756) filed on May 31, 2016 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(1) Receivables Financing Agreement, dated December 18, 2018, by and among Lamar Media, as initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

6 unchanged sentences

1-36756) filed on December 21, 2018 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(4) Performance Guaranty of Lamar Media dated December 18, 2018 in favor of PNC Bank, National Association.

23 unchanged sentences

1-36756) filed on October 26, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(12) Fifth Amendment to the Receivables Financing Agreement, dated as of May 24, 2021, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

1 unchanged sentence

1-36756) filed on May 28, 2021 and incorporated herein by reference.

10(e)(13) Sixth Amendment to the Receivables Financing Agreement, dated as of June 24, 2022, among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on June 30, 2022 and incorporated herein by reference.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on June 30, 2022 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(1) Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent.

23 unchanged sentences

0-30242) filed on April 22, 2014 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(8) Incremental Amendment No.

2 unchanged sentences

1-36756) filed on January 13, 2016 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(9) Amendment No.

29 unchanged sentences

0-30242) filed on February 27, 2012 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(17) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NextMedia Outdoor, Inc.

1 unchanged sentence

0-30242) filed on February 28, 2013 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(18) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NextMedia Outdoor, Inc.

19 unchanged sentences

1-36756) filed on February 24, 2017 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(25) Joinder Agreement, dated as of January 30, 2018, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Interstate Logos TRS, LLC.

1 unchanged sentence

1-36756) filed on May 5, 2018 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(26) Joinder Agreement, dated as of January 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by FMG Outdoor Holdings, LLC, Lamar-Fairway Blocker 1, Inc., Lamar-Fairway Blocker 2, Inc., Magic Media, Inc., Fairway Media Group, LLC, Fairway Outdoor Advertising, LLC, Fairway Outdoor Funding Holdings, LLC, Fairway Outdoor Funding, LLC, MCC Outdoor, LLC, Magic Media Real Estate, LLC, FMO Real Estate, LLC, Douglas Outdoor Advertising of GA., Inc., Olympus Media/Indiana, LLC and Fairway CCO Indiana, LLC.

10 unchanged sentences

1-36756) filed on February 12, 2020 and incorporated herein by reference.

10(f)(30) Joinder Agreement, dated as of March 17, 2022, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Sky High Murals-Colossal Media, Inc.

Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

10(f)(31) Joinder Agreement, dated as of June 7, 2022, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(32) Amendment No.

2, dated as of July 29, 2022 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on August 3, 2022 and incorporated herein by reference.

10(g)(1) Amended and Restated Limited Partnership Agreement Lamar Advertising Limited Partnership, dated July 1, 2022.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on July 7, 2022 and incorporated herein by reference.

10(g)(2)* Form of LTIP Unit Award Agreement.

Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on July 7, 2022 and incorporated herein by reference.

10(l)* Form of Indemnification Agreement between the Company and the directors and executive officers of the Company, dated as of November 18, 2014.

9 unchanged sentences

Filed herewith.

NUMBER DESCRIPTION METHOD OF FILING

31(a) Certification of the Chief Executive Officer of the Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

47 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures