Release of Guaranty

EX-4.19 3 d33719exv4w19.txt RELEASE OF GUARANTY EXHIBIT 4.19 RELEASE OF GUARANTY This RELEASE OF GUARANTY is dated as of December 30, 2005 by Wachovia Bank of Delaware, National Association, as Trustee (the "Trustee") and delivered to Canadian TODS Limited, a Nova Scotia corporation, Lamar Transit Advertising Canada, Ltd., a British Columbia corporation and Lamar Canadian Outdoor Company, a Nova Scotia corporation (collectively, the "Canadian Subsidiaries"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in that certain Indenture dated as of December 23,2002 (the "2002 Indenture") among Lamar Media Corp. (the "Company"), the Guarantors party thereto and the Trustee. 1. The Canadian Subsidiaries have requested that they be released as Guarantors pursuant to Section 10.05 of the 2002 Indenture, and the Trustee has agreed, as provided herein, to release the Canadian Subsidiaries from all guarantee obligations. 2. The Canadian Subsidiaries are guarantors with respect to outstanding Indebtedness of the Company consisting of obligations of the Company under (a) the 2002 Indenture and (b) that certain Indenture dated as of August 16, 2005 (the "2005 Indenture") among the Company, the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee. 3. The Trustee hereby agrees to release the Guarantees of the Canadian Subsidiaries under the 2002 Indenture, such release to be effective automatically upon satisfaction of the following conditions: (a) The delivery to the Trustee by The Bank of New York Trust Company, N.A., as trustee with respect to the 2005 Indenture of an executed release of the guarantees of the Canadian Subsidiaries in respect the Indebtedness of the Company under the 2005 Indenture; (b) The delivery to the Trustee of the Opinion of Counsel required to be delivered pursuant to Section 10.05 of the 2002 Indenture; and (c) The delivery to the Trustee of the Officer's Certificate required to be delivered pursuant to Section 10.05 of the 2002 Indenture. [Signature page to follow] IN WITNESS WHEREOF, the undersigned has caused this Release of Guaranty to be duly executed as an instrument under seal as of the date set forth above. WACHOVIA BANK OF DELAWARE, N.A., as Trustee By: /s/ Laura Bass ------------------------------------ Name: Laura Bass Title: Assistant Vice President