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EXHIBIT 4.3
SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AUGUST 15, 1997
THIS SUPPLEMENTAL INDENTURE dated as of September 15, 1999, 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 agree 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 Media Corp. 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.
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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 MW SIGN CORPORATION
LAMAR MARTIN CORPORATION
LAMAR NEVADA SIGN CORPORATION
LAMAR OUTDOOR CORPORATION
LAMAR WHITECO OUTDOOR
CORPORATION
DOWLING COMPANY, INCORPORATED
HARDIN DEVELOPMENT CORPORATION
LINDSAY OUTDOOR ADVERTISING INC
PARSONS DEVELOPMENT COMPANY
REVOLUTION OUTDOOR ADVERTISING,
INC.
SCENIC OUTDOOR MARKETING &
CONSULTING INC.
WESTERN POSTER SERVICE, INC.
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
LAMAR WEST, L.P.
By: Lamar MW Sign Corporation,
Its General Partner
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
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OUTDOOR PROMOTIONS WEST, LLC
TRANSIT AMERICA LAS VEGAS, L.L.C.
TRIUMPH OUTDOOR LOUISIANA, LLC
TRIUMPH OUTDOOR RHODE ISLAND, LLC
By: Triumph Outdoor Holdings, LLC, its manager
By: Lamar Outdoor Corporation, its manager
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
TRIUMPH OUTDOOR HOLDINGS, LLC
By: Lamar Outdoor Corporation, its manager
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President - Finance and
Chief Financial Officer
Attest:
By: /s/ James R. McIlwain
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James R. McIlwain, Secretary
Accepted:
FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ Josie Gonot
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Title: Assistant Vice President Corporate Trust Group
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