AMENDMENT NO. 1

Exhibit 10.2

AMENDMENT XX. 0

          XXXXXXXXX XX. 0 dated as of October 5, 2006 to the Credit Agreement dated as of September 30, 2005 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) between XXXXX MEDIA CORP. (the “Company”), QMC MEDIA II, INC. (the “Subsidiary Borrower”), the SUBSIDIARY GUARANTORS party thereto (the “Subsidiary Guarantors”), the lenders party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

          The Company, the Subsidiary Borrower and the Administrative Agent pursuant to authority granted by and having obtained all necessary consents of the Required Lenders party to the Credit Agreement, wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

          Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

          Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

          2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

          2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended by amending the following definitions (to the extent already included in said Section 1.01) and adding the following definitions in the appropriate alphabetical location (to the extent not already included in said Section 1.01):

     “Amendment No. 1 Effective Date” means the date upon which the conditions precedent set forth in Section 4 of Amendment No. 1 hereto shall have been satisfied or waived.

     “Incremental Loan Commitment” means, with respect to each Lender, the amount of the offer of such Lender to make Incremental Loans of any Series that is accepted by the Company in accordance with the provisions of Section 2.01(c), as such amount may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Incremental Loan Commitments of all Series shall not exceed $500,000,000 (excluding Incremental Loan Commitments made

Amendment No.1

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under the Series A Incremental Loan Agreement and the Series B Incremental Loan Agreement in an aggregate amount up to but not exceeding $187,500,000).

          2.03. Incremental Loans. Section 2.01(c) of the Credit Agreement shall be amended by changing clause (ii) in the second paragraph to read as follows:

     “(ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans shall not exceed $500,000,000 (excluding Incremental Loan Commitments made under the Series A Incremental Loan Agreement and the Series B Incremental Loan Agreement in an aggregate amount up to but not exceeding $187,500,000).”

          2.04. Restricted Payments. Section 7.06 of the Credit Agreement shall be amended by changing clause (ii) to read as follows:

     “(ii) [Intentionally Deleted].”

          Section 3. Representations and Warranties. The Company and each Subsidiary Guarantor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, as of the date hereof and the Amendment No. 1 Effective Date, that (i) the representations and warranties set forth in Article IV of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Article IV to “this Agreement” included reference to this Amendment No. 1 and (ii) no Default or Event of Default has occurred and is continuing.

          Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof, shall become effective as of the date hereof upon receipt by Administrative Agent (or Special Counsel) of executed counterparts of this Amendment No. 1 from the Company, each Subsidiary Guarantor and Holdings, and execution hereof by the Administrative Agent.

          Section 5. Pledge Agreement. The Company and each Subsidiary Guarantor confirms its obligations under the Pledge Agreement.

          Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

Amendment No.1

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to be duly executed and delivered as of the day and year first above written.

		XXXXX MEDIA CORP.
		By:		/s/ Xxxxx X. Xxxxx      .
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice-President/ Chief Financial Officer
		QMC MEDIA II, INC.
		By:		/s/ Xxxxx X. Xxxxx       .
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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XXXXXXXXXX XXXXXXXXXX

		XXXXXXXXXX LOGOS, L.L.C.
		THE XXXXX COMPANY, L.L.C.
		LAMAR CENTRAL OUTDOOR, LLC
		By: Lamar Media Corp.,
		Their Managing Member
		By:		/s/ Xxxxx X. Xxxxx      .
		Title:		Executive Vice-President/
				Chief Financial Officer
		XXXXX ADVERTISING SOUTHWEST, INC.
		LAMAR OKLAHOMA HOLDING COMPANY, INC.
		LAMAR DOA TENNESSEE HOLDINGS, INC.
		XXXXX XXXX CORPORATION
		By:		/s/ Xxxxx X. Xxxxx      .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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Xxxxxxxxxx Xxxxx, X.X.X. Entities:

		MISSOURI LOGOS, LLC
		KENTUCKY LOGOS, LLC
		OKLAHOMA LOGOS, L.L.C.
		MISSISSIPPI LOGOS, X.XX.
		DELAWARE LOGOS, L.L.C.
		NEW JERSEY LOGOS, L.L.C.
		GEORGIA LOGOS, L.L.C.
		VIRGINIA LOGOS, LLC
		MAINE LOGOS, L.L.C.
		WASHINGTON LOGOS, L.L.C.
		By: Interstate Logos, L.L.C.
		Their Managing Member
		By: Lamar Media Corp.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx      .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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Xxxxxxxxxx Xxxxx, X.X.X. Entities continued:

		NEBRASKA LOGOS, INC.
		OHIO LOGOS, INC.
		UTAH LOGOS, INC.
		SOUTH CAROLINA LOGOS, INC.
		MINNESOTA LOGOS, INC.
		MICHIGAN LOGOS, INC.
		FLORIDA LOGOS, INC.
		NEVADA LOGOS, INC.
		TENNESSEE LOGOS, INC.
		KANSAS LOGOS, INC.
		COLORADO LOGOS, INC.
		NEW MEXICO LOGOS, INC.
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		TEXAS LOGOS, L.P.
		By: Oklahoma Logos, L.L.C.
		Its: General Partner
		By: Interstate Logos, L.L.C.
		Its: Managing Member
		By: Lamar Media Corp.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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     Xxx Xxxxx Xxxxxxx, X.X.X. Entities:

		XXXXX ADVERTISING OF COLORADO SPRINGS, INC.
		LAMAR TEXAS GENERAL PARTNER, INC.
		TLC PROPERTIES, INC.
		TLC PROPERTIES II, INC.
		LAMAR PENSACOLA TRANSIT, INC.
		XXXXX ADVERTISING OF YOUNGSTOWN, INC.
		XXXXX ADVERTISING OF MICHIGAN, INC.
		LAMAR ELECTRICAL, INC.
		AMERICAN SIGNS, INC.
		LAMAR OCI NORTH CORPORATION
		LAMAR OCI SOUTH CORPORATION
		XXXXX ADVERTISING OF KENTUCKY, INC.
		LAMAR FLORIDA, INC.
		XXXXX ADVERTISING OF SOUTH DAKOTA, INC.
		LAMAR OHIO OUTDOOR HOLDING CORP.
		OUTDOOR MARKETING SYSTEMS, INC.
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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     Xxx Xxxxx Xxxxxxx, X.X.X. Entities continued:

		XXXXX ADVERTISING OF PENN, LLC
		XXXXX ADVERTISING OF LOUISIANA, L.L.C.
		LAMAR TENNESSEE, L.L.C.
		LC BILLBOARD, L.L.C.
		LAMAR AIR, L.L.C.
		By: The Xxxxx Company, L.L.C.
		Their Managing Member
		By: Lamar Media Corp.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		LAMAR TEXAS LIMITED PARTNERSHIP
		By: Lamar Texas General Partner, Inc.
		Its: General Partner
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/
				Chief Financial Officer

Amendment Xx.0

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Xxx Xxxxx Xxxxxxx, X.X.X. Entities continued:

		TLC PROPERTIES, L.L.C.
		TLC FARMS, L.L.C.
		By: TLC Properties, Inc.
		Their Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		LAMAR T.T.R., L.L.C.
		By: Xxxxx Advertising of Youngstown, Inc.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		OUTDOOR MARKETING SYSTEMS, L.L.C.
		By: Outdoor Marketing Systems, Inc.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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     Xxxxx Xxxxxxx Xxxxxxx, LLC Entities:

		LAMAR ADVANTAGE HOLDING COMPANY
		PREMERE OUTDOOR, INC.
		XXXX ADVERTISING COMPANY, INC.
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		OUTDOOR PROMOTIONS WEST, LLC
		TRIUMPH OUTDOOR RHODE ISLAND, LLC
		By: Triumph Outdoor Holdings, LLC
		Their Managing Member
		By: Lamar Central Outdoor, LLC
		Its: Managing Member
		By: Lamar Media Corp.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/
		Chief Financial Officer

Amendment Xx.0

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Xxxxx Xxxxxxx Xxxxxxx, LLC Entities continued:

		TRIUMPH OUTDOOR HOLDINGS, LLC
		LAMAR ADVANTAGE GP COMPANY, LLC
		LAMAR ADVANTAGE LP COMPANY, LLC
		By: Lamar Central Outdoor, LLC
		Their Managing Member
		By: Lamar Media Corp.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.
		By: Lamar Advantage GP Company, LLC
		Its: General Partner
		By: Lamar Central Outdoor, LLC
		Its: Managing Member
		By: Lamar Media Corp.
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment No.1

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Lamar Oklahoma Holding Company, Inc. Entities:

		LAMAR BENCHES, INC.
		LAMAR I-40 WEST, INC.
		XXXXX ADVERTISING OF OKLAHOMA, INC.
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
Lamar DOA Tennessee Holdings, Inc. Entities:
		LAMAR DOA TENNESSEE, INC.
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment Xx.0

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Xxxxx Xxxx Corporation Entities:

		O.B. WALLS, INC.
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer
		XXXX BILLBOARD, LLC
		By: Xxxxx Xxxx Corporation
		Its: Managing Member
		By:		/s/ Xxxxx X. Xxxxx        .
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment No.1

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ADMINISTRATIVE AGENT

		JPMORGAN CHASE BANK, N.A.,
		as Administrative Agent
		By:		/s/ Xxxxxxxxxx Xxxxxxx        .
		Name:		Xxxxxxxxxx Xxxxxxx
		Title:		Vice President

Amendment No.1

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     By its signature below, the undersigned hereby consents to the foregoing Amendment No. 1 and confirms its obligations under the Holdings Guaranty and Pledge Agreement.

		XXXXX ADVERTISING COMPANY
		By:		/s/ Xxxxx X. Xxxxx        .
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice-President/ Chief Financial Officer

Amendment No.1