0000950134-06-023139 Sample Contracts

AMENDMENT NO. 2
Credit Agreement • December 14th, 2006 • Lamar Advertising Co/New • Services-advertising agencies

AMENDMENT NO. 2 dated as of December 11, 2006 between LAMAR MEDIA CORP. (the “Company”), LAMAR ADVERTISING OF PUERTO RICO, INC., formerly known as “QMC Media II, Inc.” (the “Initial Subsidiary Borrower”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), LAMAR ADVERTISING COMPANY (“Holdings”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders parties to the Credit Agreement referenced below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 14th, 2006 • Lamar Advertising Co/New • Services-advertising agencies • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 11, 2006, among Lamar Media Corp., a Delaware corporation (the “Issuer”), the Guarantors and The Bank of New York Trust Company, N.A., as trustee under the Indenture (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

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