Preview | Second Supplemental Indenture |

TABLE OF CONTENTS


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ARTICLE 1.

CREATION OF THE NOTES

Section 1.1 Designation of Series		2
Section 1.2 Form of Notes		2
Section 1.3 Limit on Amount of Series		2
Section 1.4 Interest		2
Section 1.5 Certificate of Authentication		2
Section 1.6 No Sinking Fund		2
Section 1.7 Issuance in Global Form		3
Section 1.8 Discharge of Indenture; Defeasance		3
Section 1.9 Other Terms of Notes		3

ARTICLE 2.

CONVERSION OF NOTES

Section 2.1 Conversion Right		3
Section 2.2 Conversion Consideration and Settlement		4
Section 2.3 Conversion Rate and Conversion Trigger Price		6
Section 2.4 Exercise of Conversion Right		6
Section 2.5 Fractions of Common Stock Shares		7
Section 2.6 Adjustment of Conversion Rate		7
Section 2.7 Notice of Adjustments of Conversion Rate		16
Section 2.8 Notice of Certain Corporate Action		17
Section 2.9 Company to Reserve Common Stock		18
Section 2.10 Taxes on Conversions		18
Section 2.11 Covenant as to Common Stock		18
Section 2.12 Cancellation of Converted Securities		18
Section 2.13 Provisions in Case Certain Corporate Transactions		18
Section 2.14 Right of Holders to Convert		20
Section 2.15 Certain Definitions		20

ARTICLE 3.

REPURCHASE OF NOTES AT THE OPTION OF THE HOLDERS UPON A CHANGE OF CONTROL

Section 3.1 Repurchase at Option of Holders upon Change of Control		23
Section 3.2 Certain Definitions		26

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SECOND SUPPLEMENTAL INDENTURE, dated as of June [ ], 2007 by and between LAMAR ADVERTISING COMPANY, a Delaware corporation, as issuer (the Company), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a trust company organized under the laws of Delaware, as Trustee under the Indenture (as hereinafter defined) (the Trustee).

RECITALS

WHEREAS, the Company and Wachovia Bank of Delaware, National Association, as prior trustee, as of June 16, 2003 entered into an Indenture (as supplemented hereby, the Indenture, all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Indenture) providing for the issuance by the Company of Securities from time to time;

WHEREAS, pursuant to Section 7.8 of the Indenture, the Trustee replaced Wachovia Bank of Delaware, National Association as trustee under the Indenture;

WHEREAS, the Company has previously issued under the Indenture a series of Securities, designated as its 2-7/8% Convertible Notes due 2010 (the Original Notes), in an aggregate principal amount of $287,500,000;

WHEREAS, the Company desires to issue an additional Series of Securities under the Indenture, and has duly authorized the creation and issuance of such securities and the execution and delivery of this Second Supplemental Indenture to modify the Indenture and provide certain additional provisions as hereinafter described;

WHEREAS, the Company and the Trustee deem it advisable to enter into this Second Supplemental Indenture for the purposes of establishing the terms of such Series of Securities;

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ARTICLE 4.

EVENTS OF DEFAULT

Section 4.1 Additional Events of Default		28

ARTICLE 5.

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 5.1 With Consent of Holders		28

ARTICLE 6.

MISCELLANEOUS

Section 6.1 Application of Second Supplemental Indenture		29
Section 6.2 Effective Date		29
Section 6.3 Counterparts		29