AMENDMENT NO. 1

EX-4.(H)(4) 14 d263372dex4h4.htm AMENDMENT NO.1, DATED AUGUST 27, 2010, TO THE INDENTURE DATED APRIL 22, 2010 Amendment No.1, dated August 27, 2010, to the Indenture dated April 22, 2010

Exhibit 4(h)(4)

AMENDMENT NO. 1

AMENDMENT NO. 1 dated as of August 27, 2010 among LAMAR MEDIA CORP. (the “Company”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

The Company, the Guarantors and the Trustee are parties to an Indenture dated as of April 22, 2010 (the “Indenture”). Pursuant to Section 8.01 of the Indenture, the Company, the Guarantors and the Trustee wish now to amend the Indenture in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1. Amendment to the Indenture. The Indenture shall be amended as follows:

Section 2.02 of the Indenture shall be amended by adding the following sentence to the end of the fifth paragraph as follows:

“Notwithstanding the foregoing, solely for purposes of the Exchange Offer, the Exchange Notes may be issuable only in registered form without coupons and in denominations of $1,000 and integral multiples of $1,000.”

Section 2. Conditions Precedent. The amendment set forth in Section 1 hereof shall become effective as of the date hereof.

Section 3. Miscellaneous. Except as herein provided, the Indenture 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. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of page intentionally left blank; signature pages follow]

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


LAMAR MEDIA CORP.

By:	/s/ Keith A. Istre
	Name:	Keith A. Istre
	Title:	Executive Vice President and Chief Financial Officer


AMERICAN SIGNS, INC. COLORADO LOGOS, INC. FLORIDA LOGOS, INC. KANSAS LOGOS, INC. LAMAR ADVERTISING OF COLORADO SPRINGS, INC. LAMAR ADVERTISING OF KENTUCKY, INC. LAMAR ADVERTISING OF MICHIGAN, INC. LAMAR ADVERTISING OF OKLAHOMA, INC. LAMAR ADVERTISING OF SOUTH DAKOTA, INC. LAMAR ADVERTISING OF YOUNGSTOWN, INC. LAMAR ADVERTISING SOUTHWEST, INC. LAMAR BENCHES, INC. LAMAR DOA TENNESSEE HOLDINGS, INC. LAMAR DOA TENNESSEE, INC. LAMAR ELECTRICAL, INC. LAMAR FLORIDA, INC. LAMAR I-40 WEST, INC. LAMAR OBIE CORPORATION LAMAR OCI NORTH CORPORATION LAMAR OCI SOUTH CORPORATION LAMAR OHIO OUTDOOR HOLDING CORP. LAMAR OKLAHOMA HOLDING COMPANY, INC. LAMAR PENSACOLA TRANSIT, INC. MICHIGAN LOGOS, INC. MINNESOTA LOGOS, INC. NEBRASKA LOGOS, INC. NEVADA LOGOS, INC. NEW MEXICO LOGOS, INC. O. B. WALLS, INC. OHIO LOGOS, INC. OUTDOOR MARKETING SYSTEMS, INC. PREMERE OUTDOOR, INC. SOUTH CAROLINA LOGOS, INC. TENNESSEE LOGOS, INC. TLC PROPERTIES II, INC. TLC PROPERTIES, INC. UTAH LOGOS, INC.

By:	/s/ Keith A. Istre
	Name:	Keith A. Istre
	Title:	Executive Vice President and Chief Financial Officer