1 EXHIBIT 4.9 SUPPLEMENTAL INDENTURE TO INDENTURE DATED AUGUST 15, 1997 THIS SUPPLEMENTAL INDENTURE dated as of December 1, 1998, is delivered pursuant to Section 4.11 of the Indenture dated as of August 15, 1997 (as heretofore or hereafter modified and supplemented and in effect from time to time, the "1997 Indenture") among OUTDOOR COMMUNICATIONS, INC., a Delaware corporation, certain of its subsidiaries (the "Guarantors") and FIRST UNION NATIONAL BANK, a national banking corporation, as Trustee (the "Trustee") (all terms used herein without definition having the meanings ascribed to them in the 1997 Indenture). The undersigned hereby agrees that: 1. The undersigned are Guarantors under the 1997 Indenture with all of the rights and obligations of the Guarantors thereunder. 2. The undersigned have granted, ratified and confirmed, in the form and substance of Exhibit B to the 1997 Indenture, the Guarantee provided for by Article XI of the 1997 Indenture. 3. The undersigned hereby represent and warrant that the representations and warranties set forth in the 1997 Indenture, to the extent relating to the undersigned as Guarantors, are correct on and as of the date hereof. 4. All notices, requests and other communications provided for in the 1997 Indenture should be delivered to the undersigned at the following address: Keith A. Istre Vice President - Finance and Chief Financial Officer Lamar Advertising Company and its Subsidiaries 5551 Corporate Blvd. Baton Rouge, LA 70808 5. A counterpart of this Supplemental Indenture may be attached to any counterpart of the 1997 Indenture. 6. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York. 2 IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be duly executed as of the day and year first above written. Guarantors: LAMAR ROBINSON, INC. By: /s/ Kevin P. Reilly, Jr. ---------------------------------------- Kevin P. Reilly, Jr., President Attest: By: /s/ Charles W. Lamar, III ------------------------------------ Charles W. Lamar, III, Secretary Accepted: FIRST UNION NATIONAL BANK, as Trustee By: /s/ Shawn K. Bednasek ------------------------------------ Title: Vice President --------------------------------- 2 3 SCHEDULE OF ADDITIONAL SUBSIDIARY GUARANTORS Guarantor Execution Date --------- -------------- Lamar Advertising of Kentucky, Inc. 2/01/99 Lamar Advertising of Roland, Inc. 3/01/99 Colorado Logos, Inc. 5/27/99 Lamar Tennessee, L.L.C. 6/29/99 New Mexico Logos, Inc. 7/02/99 3