1 EXHIBIT 3.137 State of Delaware PAGE 1 Office of the Secretary of State -------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "TRANSIT AMERICA HOLDINGS, L.L.C.", CHANGING ITS NAME FROM "TRANSIT AMERICA HOLDINGS, L.L.C." TO "TRIUMPH OUTDOOR HOLDINGS, LLC", FILED IN THIS OFFICE ON THE EIGHTH DAY OF APRIL, A.D. 1998, AT 9 O'CLOCK A.M. [SEAL] /s/ EDWARD J. FREEL ------------------------------------ Edward J. Freel, Secretary of State AUTHENTICATION: 9020024 DATE: 04-09-98 2 CERTIFICATE OF AMENDMENT OF TRANSIT AMERICA HOLDINGS, L.L.C. 1. The name of the limited liability company is Transit America Holdings, L.L.C. 2. The Certificate of Formation of the limited liability company is hereby amended as follows: "1. The name of the limited liability company is Triumph Outdoor Holdings, L.L.C." IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Transit America Holdings, L.L.C. this 7th day of April, 1998. By: Triumph Municipal Outdoor, L.L.C., its Managing Member By: Triumph Outdoor, L.L.C., its Managing Member By: Triumph Holdings, L.L.C., its Managing Member By: /s/ Bruce A. Friedman ------------------------------------- Bruce A. Friedman, its Managing Member 3 OFFICER'S CERTIFICATE I, Bruce A. Friedman, do hereby certify that I am the Principal Manager of Triumph Municipal Outdoor, LLC, which is the Managing Member of Transit America Holdings, LLC, a Delaware limited liability company (the "Company"), and do hereby further certify, as required by the Secretary of State of the State of Nevada, that: (i) the Company has changed its name to "Triumph Outdoor Holdings, LLC", and (ii) the attached Certificate of Amendment to the Certificate of Formation of the Company dated as of April 7, 1998 is a true and correct copy of the name change. IN WITNESS WHEREOF, I have hereunto set my hand and seal as of this ____ day of July, 1998. TRANSIT AMERICA HOLDINGS, LLC By: Triumph Municipal Outdoor, LLC, its Managing Member By: /s/ BRUCE A. FRIEDMAN --------------------------- Bruce A. Friedman, its Principal Manager 4 CERTIFICATE OF FORMATION OF TRANSIT AMERICA HOLDINGS, L.L.C. 1. The name of the limited liability company is Transit America Holdings, L.L.C. 2. The address of its registered office in the State of Delaware is United Corporate Services, Inc., 15 East North Street, Dover, Kent County, Delaware, 19901. The name of its registered agent at such address is United Corporate Services, Inc. 3. This Certificate of Formation shall be effective upon filing. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Transit America Holdings, L.L.C. as of this 11th day of February, 1998. /s/ Alexander B. Canate -------------------------------- Alexander B. Canate Organizer