SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                DECEMBER 17, 2002

                                LAMAR MEDIA CORP.
             (Exact name of registrant as specified in its charter)

                                                   
            DELAWARE                   0-20833               72-1205791
(State or other jurisdiction      (Commission File          (IRS Employer
       of incorporation)               Number)           Identification No.)

             5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
              (Address of principal executive offices and zip code)

                                 (225) 926-1000
              (Registrant's telephone number, including area code)

                                  CO-REGISTRANT

 Exact name of registrant as specified in      State or other jurisdiction of
               its charter                              incorporation                  IRS Employer Identification No.
- ------------------------------------------- -------------------------------------- --------------------------------------
                                                                             
        LAMAR ADVERTISING COMPANY                         DELAWARE                              72-1449411

ITEM 5. OTHER EVENTS.

         On December 23, 2002, Lamar Media Corp. (the "Company") sold $260
million aggregate principal amount of 7 1/4% Notes Due 2013 (the "Notes") to
J.P. Morgan Securities Inc., Wachovia Securities, Inc., SunTrust Capital
Markets, Inc. and BNP Paribas Securities Corp. (collectively, the "Initial
Purchasers") pursuant to an Amended and Restated Purchase Agreement dated as of
December 17, 2002. The Amended and Restated Purchase Agreement is filed herewith
as Exhibit 1.1. The Company issued the Notes pursuant to an Indenture dated as
of December 23, 2002 among the Company, certain of its subsidiaries, as
guarantors, and Wachovia Bank of Delaware, National Association, as trustee. The
Indenture and form of Notes are filed herewith as Exhibits 4.1 and Exhibit 4.2,
respectively. The Initial Purchasers will resell the Notes in private
transactions in conformance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). The Notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act. The net proceeds of the offering will be used, together with
available cash, to redeem all of the outstanding $255 million principal amount
of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006.

         On December 23, 2002, the Company and certain of its subsidiaries, as
guarantors, entered into a Registration Rights Agreement with the Initial
Purchasers, pursuant to which the Company agreed to file with the Securities and
Exchange Commission a registration statement on an appropriate form under the
Securities Act relating to a registered exchange offer for the Notes under the
Securities Act. The Registration Rights Agreement is filed herewith as Exhibit
10.1.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                 1.1       Amended and Restated Purchase Agreement dated as of
                           December 17, 2002 among Lamar Media Corp., certain
                           subsidiaries of Lamar Media Corp., as guarantors,
                           J.P. Morgan Securities Inc., Wachovia Securities,
                           Inc., SunTrust Capital Markets, Inc. and BNP Paribas
                           Securities Corp. Filed herewith.

                 4.1       Indenture dated as of December 23, 2002 among Lamar
                           Media Corp., certain subsidiaries of Lamar Media
                           Corp., as guarantors and Wachovia Bank of Delaware,
                           National Association, as trustee. Filed herewith.

                 4.2       Form of 7 1/4% Notes Due 2013 (incorporated by
                           reference to Exhibit A of Exhibit 4.1).

                 10.1      Registration Rights Agreement dated as of December
                           23, 2002 among Lamar Media Corp., the guarantors
                           listed on Schedule 1 thereto and J.P. Morgan
                           Securities Inc., Wachovia Securities, Inc., SunTrust
                           Capital Markets, Inc. and BNP Paribas Securities
                           Corp. Filed herewith.

                                       2

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: December 23, 2002                    LAMAR ADVERTISING COMPANY

                                           By: /s/ Keith Istre
                                               ---------------------------------
                                               Keith Istre
                                               Chief Financial Officer

Date: December 23, 2002                    LAMAR MEDIA CORP.

                                           By: /s/ Keith Istre
                                               ---------------------------------
                                               Keith Istre
                                               Chief Financial Officer

                                       3

                                 EXHIBIT INDEX

       EXHIBIT
       NUMBER     DESCRIPTION
       -------    -----------
               
        1.1       Amended and Restated Purchase Agreement dated as of December
                  17, 2002 among Lamar Media Corp., certain subsidiaries of
                  Lamar Media Corp., as guarantors, J.P. Morgan Securities Inc.,
                  Wachovia Securities, Inc., SunTrust Capital Markets, Inc. and
                  BNP Paribas Securities Corp. Filed herewith.

        4.1       Indenture dated as of December 23, 2002 among Lamar Media
                  Corp., certain subsidiaries of Lamar Media Corp., as
                  guarantors and Wachovia Bank of Delaware, National
                  Association, as trustee. Filed herewith.

        4.2       Form of 7 1/4% Notes Due 2013 (incorporated by reference to
                  Exhibit A of Exhibit 4.1).

        10.1      Registration Rights Agreement dated as of December 23, 2002
                  among Lamar Media Corp., the guarantors listed on Schedule 1
                  thereto and J.P. Morgan Securities Inc., Wachovia Securities,
                  Inc., SunTrust Capital Markets, Inc. and BNP Paribas
                  Securities Corp. Filed herewith.

                                                                     EXHIBIT 1.1

                                LAMAR MEDIA CORP.

                                  $260,000,000

                    7 1/4% Senior Subordinated Notes due 2013

                              AMENDED AND RESTATED

                               PURCHASE AGREEMENT

                                                   Dated as of December 17, 2002

J.P. MORGAN SECURITIES INC.
WACHOVIA SECURITIES, INC.
SUNTRUST CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
        c/o J.P. Morgan Securities Inc.
        270 Park Avenue, 5th floor
        New York, New York 10017

Ladies and Gentlemen:

                  Lamar Media Corp., a Delaware corporation (the "Company"),
proposes to issue and sell $260,000,000 aggregate principal amount of its 7 1/4%
Senior Subordinated Notes due 2013 (the "Securities"). The Securities will be
issued pursuant to an Indenture to be dated as of December 23, 2002 (the
"Indenture") between the Company, certain subsidiaries of the Company, as
Guarantors (the "Guarantors") and Wachovia Bank of Delaware, National
Association, as trustee (the "Trustee"). The Company hereby confirms its
agreement with J.P. Morgan Securities Inc. ("JPMorgan"), Wachovia Securities,
Inc., SunTrust Capital Markets, Inc. and BNP Paribas Securities Corp.
(collectively, the "Initial Purchasers"), concerning the purchase of the
Securities from the Company by the several Initial Purchasers. Payment of the
principal, interest and premium, if any, on the Securities shall be guaranteed
on a senior subordinated basis by each of the Guarantors as provided and to the
extent set forth in the Indenture (the "Guarantees"). All references herein to
the Securities include the Guarantees. The Company and the Guarantors are
collectively referred to herein as the "Issuers."

                  The Securities will be offered and sold to the Initial
Purchasers without being registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated December 12, 2002 (the
"Preliminary Offering Memorandum") and will prepare an offering memorandum dated
the date hereof (the "Offering Memorandum") setting forth information concerning
the Company and the Securities. Copies of the Preliminary Offering Memorandum
have been, and copies of the Offering Memorandum will be, delivered by the
Company to the Initial Purchasers pursuant to the terms of this Agreement. Any
references herein to the Preliminary Offering Memorandum and the Offering
Memorandum shall be deemed to include all amendments and supplements thereto,
unless otherwise noted. The

Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum and the Offering Memorandum in connection with the offering
and resale of the Securities by the Initial Purchasers in accordance with
Section 2.

                  Holders of the Securities (including the Initial Purchasers
and their direct and indirect transferees) will be entitled to the benefits of a
Registration Rights Agreement, substantially in the form attached hereto as
Annex A (the "Registration Rights Agreement"), pursuant to which the Company
will agree to file with the Securities and Exchange Commission (the
"Commission") (i) a registration statement under the Securities Act (the
"Exchange Offer Registration Statement") registering an issue of senior
subordinated notes of the Company (the "Exchange Securities"), which are
identical in all material respects to the Securities (except that the Exchange
Securities will not contain terms with respect to transfer restrictions or
additional interest) and (ii) under certain circumstances, a shelf registration
statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration
Statement").

                  On the Closing Date, the Company shall give State Street Bank
and Trust Company (the "9-5/8% Notes Trustee"), as trustee under the Indenture
dated as of November 15, 1996 by and among the Company, the guarantors named
therein State Street Bank and Trust Company, as trustee, irrevocable
instructions (the "Irrevocable Instructions") to redeem the 9-5/8% Senior
Subordinated Notes due 2006 (the "9-5/8% Notes") issued by the Company not later
than 45 days after the Closing Date and the Company shall deposit with the
9-5/8% Notes Trustee, solely for the benefit of the holders of the 9-5/8% Notes,
the net proceeds received by the Company from the issuance and sale of the
Securities, together with available cash, sufficient to pay the redemption price
of the 9-5/8% Notes plus accrued and unpaid interest to the date of redemption.

                  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Offering Memorandum.

                  1. Representations, Warranties and Agreements of the Issuers.
Each of the Issuers represents and warrants to, and agrees with, the several
Initial Purchasers on and as of the date hereof and the Closing Date (as defined
in Section 3) that:

                  (a) Each of the Preliminary Offering Memorandum and the
         Offering Memorandum, as of its respective date, did not, and on the
         Closing Date the Offering Memorandum will not, contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that the Company makes no
         representation or warranty as to information contained in or omitted
         from the Preliminary Offering Memorandum or the Offering Memorandum in
         reliance upon and in conformity with the Initial Purchasers'
         Information (as defined in Section 9).

                  (b) Each of the Preliminary Offering Memorandum and the
         Offering Memorandum, as of its respective date, contains all of the
         information that, if requested by a prospective purchaser of the
         Securities, would be required to be provided to such prospective
         purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

                                      -2-

                  (c) Assuming the accuracy of the representations and
         warranties of the Initial Purchasers contained in Section 2 and their
         compliance with the agreements set forth therein, it is not necessary,
         in connection with the issuance and sale of the Securities to the
         Initial Purchasers and the offer, resale and delivery of the Securities
         by the Initial Purchasers in the manner contemplated by this Agreement
         and the Offering Memorandum, to register the Securities under the
         Securities Act or to qualify the Indenture under the Trust Indenture
         Act of 1939, as amended (the "Trust Indenture Act").

                  (d) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Delaware
         with full corporate power and authority to own, lease and operate its
         properties and to conduct its business as described in the Offering
         Memorandum, and is duly registered or qualified to conduct its business
         and is in good standing in each jurisdiction or place where the nature
         of its properties or the conduct of its business requires such
         registration or qualification, except where the failure so to register
         or qualify or be in good standing does not, individually or in the
         aggregate, have a material adverse effect on the condition (financial
         or other), business, properties, net worth or results of operations of
         the Company and the Subsidiaries (as hereinafter defined), taken as a
         whole (a "Material Adverse Effect").

                  (e) Each of the Company's consolidated subsidiaries
         (collectively, the "Subsidiaries") is listed in Exhibit A hereto. Each
         Subsidiary, other than Missouri Logos, a Partnership, is a Guarantor
         and has guaranteed the Securities pursuant to its Guarantee. Each
         Subsidiary is a corporation, limited liability company or partnership
         duly organized, validly existing and in good standing in the
         jurisdiction of its organization, with full corporate, limited
         liability company or partnership power and authority, as the case may
         be, to own, lease and operate its properties and to conduct its
         business as described in the Offering Memorandum, and is duly
         registered or qualified to conduct its business and is in good standing
         in each jurisdiction or place where the nature of its properties or the
         conduct of its business requires such registration or qualification,
         except where the failure so to register or qualify does not have a
         material adverse effect on the condition (financial or other),
         business, properties, net worth or results of operations of such
         Subsidiary; all the outstanding shares of capital stock or other equity
         interest of each of the Subsidiaries have been duly authorized and
         validly issued, are fully paid and nonassessable, and, except as set
         forth in the Offering Memorandum, are owned by the Company directly, or
         indirectly through one of the other Subsidiaries free and clear of any
         lien, adverse claim, security interest, equity or other encumbrance
         except for any such lien, adverse claim, security interest, equity or
         other encumbrance that would not reasonably be expected, individually
         or in the aggregate, to materially impair the value of such shares or
         other equity interests and, except for the liens under the Credit
         Agreement, dated as of August 13, 1999, as amended to the date hereof
         (the "Senior Credit Facility"), among the Company, the guarantor
         parties thereto, the several lenders from time to time parties thereto
         and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as
         administrative agent, as described in the Offering Memorandum.

                                      -3-

                  (f) The Company has an authorized capitalization as set forth
         in the Offering Memorandum under the heading "Capitalization" and all
         of the outstanding shares of capital stock of the Company have been
         duly and validly authorized and issued and are fully paid and
         non-assessable.

                  (g) Each of the Issuers has full right, power and authority to
         execute and deliver this Agreement, the Indenture, the Registration
         Rights Agreement, the Securities, the Guarantees and the Exchange
         Securities (including the related guarantees) (collectively, the
         "Transaction Documents"), to the extent each is a party thereto and to
         perform its obligations hereunder and thereunder, to the extent each is
         a party thereto; and all corporate, limited liability company or
         partnership action, as the case may be, required to be taken for the
         due and proper authorization, execution and delivery of each of the
         Transaction Documents and the consummation of the transactions
         contemplated hereby and thereby have been duly and validly taken.

                  (h) This Agreement has been duly authorized, executed and
         delivered by each of the Issuers and constitutes a valid and legally
         binding agreement of each of the Issuers.

                  (i) The Registration Rights Agreement has been duly authorized
         by each of the Issuers and, when duly executed and delivered in
         accordance with its terms by each of the parties thereto, will
         constitute a valid and legally binding agreement of each of the Issuers
         enforceable against each of the Issuers in accordance with its terms,
         except to the extent that (i) such enforceability may be limited by
         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally and by general equitable principles (whether
         considered in a proceeding in equity or at law) and (ii) the
         enforceability of rights to indemnification and contribution thereunder
         may be limited by federal and state securities laws or regulations or
         the public policy underlying such laws or regulations.

                  (j) The Indenture has been duly authorized by each of the
         Issuers and, when duly executed and delivered in accordance with its
         terms by each of the parties thereto, will constitute a valid and
         legally binding agreement of each of the Issuers enforceable against
         each of the Issuers in accordance with its terms, except to the extent
         that such enforceability may be limited by applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law). On the Closing Date, the Indenture will conform in all
         material respects to the requirements of the Trust Indenture Act and
         the rules and regulations of the Commission applicable to an indenture
         that is qualified thereunder.

                  (k) The Securities have been duly authorized by the Company
         and, when duly executed, authenticated, issued and delivered as
         provided in the Indenture and paid for as provided herein, will be duly
         and validly issued and outstanding and will constitute valid and
         legally binding obligations of the Company entitled to the benefits of
         the Indenture and enforceable against the Company in accordance with
         their terms, except to the extent that such enforceability may be
         limited by applicable bankruptcy,

                                      -4-

         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law).

                  (l) The Guarantees have been duly authorized by each of the
         Guarantors and, when the Securities are duly executed, authenticated,
         issued and delivered as provided in the Indenture and paid for as
         provided herein, the Securities will be entitled to the benefits of the
         Guarantees and the Guarantees will be duly and validly issued and
         outstanding and will constitute valid and legally binding obligations
         of the Guarantors enforceable against each of the Guarantors in
         accordance with their terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors, rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law).

                  (m) The Exchange Securities have been duly authorized by the
         Company and, when duly executed, authenticated, issued and delivered as
         provided in the Registration Rights Agreement, will be duly and validly
         issued and outstanding and will constitute valid and legally binding
         obligations of the Company entitled to the benefits of the Indenture
         and enforceable against the Company in accordance with their terms,
         except to the extent that such enforceability may be limited by
         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally and by general equitable principles (whether
         considered in a proceeding in equity or at law).

                  (n) The guarantees of the Exchange Securities have been duly
         authorized by each of the Guarantors and, when such guarantees are duly
         executed, authenticated, issued and delivered as provided in the
         Registration Rights Agreement, the Exchange Securities will be entitled
         to the benefits of such guarantees and such guarantees will be duly and
         validly issued and outstanding and will constitute valid and legally
         binding obligations of the Guarantors and enforceable against each of
         the Guarantors in accordance with their terms, except to the extent
         that such enforceability may be limited by applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors, rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law).

                  (o) Each Transaction Document conforms in all material
         respects to the description thereof contained in the Offering
         Memorandum.

                  (p) None of the issuance or sale of the Securities, the
         execution, delivery or performance of the Transaction Documents by the
         Issuers or the consummation by the Issuers of the transactions
         contemplated thereby (i) requires any consent, approval, authorization
         or other order of or registration or filing with, any court, regulatory
         body, administrative agency or other governmental body, agency or
         official (except such as may be required under the Securities Act and
         applicable state securities laws as provided in the Registration Rights
         Agreement and assuming the accuracy of the Initial Purchasers'
         representations set forth in Section 4 of this Agreement,

                                      -5-

         including the resale of the Securities in conformity with such
         representations and warranties) or conflicts or will conflict with or
         constitutes or will constitute a breach of, or a default under, the
         certificate or articles of incorporation or bylaws, the certificate of
         formation or operating agreement, or the partnership agreement, or
         other organizational documents, of the Company or any of the
         Subsidiaries or (ii) conflicts or will conflict with or constitutes or
         will constitute a breach of, or a default under, any agreement,
         indenture, lease or other instrument to which the Company or any of the
         Subsidiaries is a party or by which any of them or any of their
         respective properties may be bound, or violates or will violate any
         statute, law, regulation or filing or judgment, injunction, order or
         decree applicable to the Company or any of the Subsidiaries or any of
         their respective properties, or will result in the creation or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any of the Subsidiaries pursuant to the terms
         of any agreement or instrument to which any of them is a party or by
         which any of them may be bound or to which any of the property or
         assets of any of them is subject.

                  (q) KPMG LLP, who have certified certain of the financial
         statements of the Company included in the Offering Memorandum (and any
         amendment or supplement thereto) are independent public accountants
         with regard to the Company.

                  (r) The historical financial statements, together with related
         schedules and notes, included in the Offering Memorandum (and any
         amendment or supplement thereto) comply as to form in all material
         respects with the requirements applicable to a registration statement
         on Form S-3 under the Securities Act; such historical financial
         statements, together with related schedules and notes, present fairly
         the consolidated financial position, results of operations, cash flows
         and changes in financial position of the entities to which they relate
         on the basis stated in the Offering Memorandum at the respective dates
         or for the respective periods to which they apply; such statements and
         related schedules and notes have been prepared in accordance with
         generally accepted accounting principles consistently applied
         throughout the periods involved, except as disclosed therein; and the
         other financial and statistical information and data included in the
         Offering Memorandum (and any amendment or supplement thereto) are
         accurately presented in all material respects and prepared on a basis
         consistent in all material respects with such financial statements and
         the books and records of the entities to which they relate.

                  (s) There are no legal or governmental proceedings pending or,
         to the knowledge of the Issuers, threatened, against the Company or any
         of the Subsidiaries, or to which the Company or any of the Subsidiaries
         is a party, or to which any of their respective properties is subject,
         that are required to be described in the Offering Memorandum but are
         not so described as required; and all pending legal or governmental
         proceedings to which the Company or any of the Subsidiaries is a party
         or that affect any of their respective properties including ordinary
         routine litigation incidental to the business, that are not described
         in the Offering Memorandum and as to which an adverse determination is
         not remote, would not, if determined adversely to the Company or any of
         the Subsidiaries, individually or in the aggregate, result in a
         Material Adverse Effect.

                                      -6-

                  (t) No action has been taken and no statute, rule, regulation
         or order has been enacted, adopted or issued by any governmental agency
         or body that prevents the issuance or sale of the Securities or the
         Guarantees or suspends the issuance or sale of the Securities or the
         Guarantees in any jurisdiction; no injunction, restraining order or
         order of any nature by any federal or state court of competent
         jurisdiction has been issued with respect to the Company or any of the
         Subsidiaries that would prevent or suspend the issuance or sale of the
         Securities or the Guarantees or the use of the Preliminary Offering
         Memorandum or the Offering Memorandum in any jurisdiction; no action,
         suit or proceeding is pending against or, to the knowledge of the
         Issuers, threatened against or affecting the Company or any of the
         Subsidiaries before any court or arbitrator or any governmental agency,
         body or official, domestic or foreign, which could reasonably be
         expected to interfere with or adversely affect the issuance or sale of
         the Securities or the Guarantees or in any manner draw into question
         the validity or enforceability of any of the Transaction Documents or
         any action taken or to be taken pursuant thereto; and each of the
         Issuers has complied with any and all requests by any securities
         authority in any jurisdiction for additional information to be included
         in the Preliminary Offering Memorandum and the Offering Memorandum.

                  (u) Neither the Company nor any of the Subsidiaries is in
         violation (i) of its certificate or articles of incorporation or
         bylaws, certificate of formation or operating agreement, or partnership
         agreement, or other organizational documents, or (ii) of any law,
         ordinance, administrative or governmental rule or regulation applicable
         to the Company or any of the Subsidiaries, including, without
         limitation, (x) any foreign, Federal, state or local law or regulation
         relating to the protection of human health and safety, the environment
         or hazardous or toxic substances or wastes, pollutants or contaminants
         ("Environmental Laws"), (y) any Federal or state law relating to
         discrimination in the hiring, promotion or pay of employees or any
         applicable federal or state wages and hours laws, or (z) any provisions
         of the Employee Retirement Income Security Act or the rules and
         regulations promulgated thereunder (collectively, "ERISA"), or of any
         decree of any court or governmental agency or body having jurisdiction
         over the Company or any of the Subsidiaries except for, in the case of
         the foregoing clause (ii), such violations that would not, individually
         or in the aggregate, reasonably be expected to have a Material Adverse
         Effect.

                  (v) Neither the Company nor any of the Subsidiaries is in
         default in the performance of any obligation, agreement or condition
         contained in any bond, debenture, note or any other evidence of
         indebtedness or in any other agreement, indenture, lease or other
         instrument to which the Company or any of the Subsidiaries is a party
         or by which any of them or any of their respective properties may be
         bound, except for such defaults which would not, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (w) The Company and each of the Subsidiaries has such permits,
         licenses, franchises and authorizations including, without limitation,
         under any applicable Environmental Laws, of governmental or regulatory
         authorities ("permits") as are necessary to own its respective
         properties and to conduct its business in the manner described in the
         Offering Memorandum, subject to such qualifications as may be set

                                      -7-

         forth in the Offering Memorandum and with such exceptions as would not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect; the Company and each of the Subsidiaries has
         fulfilled and performed all its material obligations with respect to
         such permits and no event has occurred which allows, or after notice or
         lapse of time or both would allow, revocation or termination thereof or
         result in any other material impairment of the rights of the holder of
         any such permit, subject in each case to such qualification as may be
         set forth in the Offering Memorandum; and, except as described in the
         Offering Memorandum, none of such permits contains any restriction that
         is materially burdensome to the Company or any of the Subsidiaries.

                  (x) The Company and each of the Subsidiaries have filed all
         tax returns required to be filed, which returns are complete and
         correct in all material respects, and neither the Company nor any
         Subsidiary is in default in the payment of any taxes which were payable
         pursuant to said returns or any assessments with respect thereto,
         except for such failures to file or defaults in payment of a character
         which would not reasonably be expected to have a Material Adverse
         Effect.

                  (y) The Issuers are not now, and after sale of the Securities
         to be sold hereunder and application of the net proceeds from such sale
         as described in the Offering Memorandum under the caption "Use of
         proceeds" none of them will be, an "investment company" within the
         meaning of the Investment Company Act of 1940, as amended.

                  (z) The Company maintains a system of internal accounting
         controls sufficient to provide reasonable assurances that (i)
         transactions are executed in accordance with management's general or
         specific authorization, (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain accountability for
         assets, (iii) access to assets is permitted only in accordance with
         management's general or specific authorization and (iv) the recorded
         accountability for assets is compared with existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                  (aa) Except as described in the Offering Memorandum, the
         Company and each of the Subsidiaries maintain insurance of the types
         and in the amounts that are reasonable for the businesses operated by
         them, including, but not limited to, insurance covering real and
         personal property owned or leased by the Company and the Subsidiaries
         against theft, damage, destruction, acts of vandalism and liability,
         all of which insurance is in full force and effect.

                  (bb) The Company and the Subsidiaries own or possess all
         patents, trademarks, trademark registrations, service marks, service
         mark registrations, trade names, copyrights, licenses, inventions,
         trade secrets and rights described in the Offering Memorandum as being
         owned by them or any of them or necessary for the conduct of their
         respective businesses and none of the Issuers is aware of any claim to
         the contrary or any challenge by any other person to the rights of the
         Company and the Subsidiaries with respect to the foregoing.

                                      -8-

                  (cc) Each of the Company and the Subsidiaries has good and
         marketable title to all property (real and personal) described in the
         Offering Memorandum as being owned by it, free and clear of all liens,
         claims, security interests or other encumbrances except such as are
         described in the Offering Memorandum or which would not, individually
         or in the aggregate, reasonably be expected to have a Material Adverse
         Effect or materially impair the value of such property to the Company
         or such Subsidiary, as the case may be, and all the property described
         in the Offering Memorandum as being held under lease or sublease by
         each of the Company and the Subsidiaries is held by it under valid,
         subsisting and enforceable leases or subleases with such exceptions as
         would not, individually or in the aggregate, reasonably be expected to
         have a Material Adverse Effect or materially impair the value of such
         leasehold estate to the Company or such Subsidiary, as the case may be,
         and such leases and subleases are in full force and effect; neither the
         Company nor any of the Subsidiaries has any notice of any claim of any
         sort that has been asserted by anyone adverse to the rights of the
         Company or any of the Subsidiaries under any of the leases or subleases
         mentioned above, or affecting or questioning the rights of the Company
         or any of the Subsidiaries to the continued possession of the leased or
         subleased premises under any such lease or sublease, which claim could,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (dd) No labor problem exists with the employees of the Company
         or any of the Subsidiaries or, to the knowledge of any of the Issuers,
         is imminent that, in either case, could, individually or in the
         aggregate, reasonably be expected to result in any Material Adverse
         Effect.

                  (ee) No "prohibited transaction" (as defined in ERISA or
         Section 4975 of the Internal Revenue Code of 1986, as amended from time
         to time (the "Code")) or "accumulated funding deficiency" (as defined
         in Section 302 of ERISA) or any of the events set forth in Section
         4043(b) of ERISA (other than events with respect to which the 30-day
         notice requirement under Section 4043 of ERISA has been waived) has
         occurred with respect to any employee benefit plan of the Company or
         any of the Subsidiaries which could reasonably be expected to have a
         Material Adverse Effect; each such employee benefit plan is in
         compliance in all material respects with applicable law, including
         ERISA and the Code; the Company and each of the Subsidiaries have not
         incurred and do not expect to incur liability under Title IV of ERISA
         with respect to the termination of, or withdrawal from, any pension
         plan for which the Company or any of the Subsidiaries would have any
         liability; and each such pension plan that is intended to be qualified
         under Section 401(a) of the Code is so qualified in all material
         respects and nothing has occurred, whether by action or by failure to
         act, which could reasonably be expected to cause the loss of such
         qualification.

                  (ff) Neither the Company nor any of the Subsidiaries nor, to
         the knowledge of any of the Issuers, any director, officer, agent,
         employee or other person associated with or acting on behalf of the
         Company or any of the Subsidiaries has (i) used any corporate funds for
         any unlawful contribution, gift, entertainment or other unlawful
         expense relating to political activity, (ii) made any direct or
         indirect unlawful payment to any foreign or domestic government
         official or employee from corporate funds, (iii) violated or is in
         violation of any provision of the Foreign Corrupt Practices

                                      -9-

         Act of 1977 or (iv) made any bribe, rebate, payoff, influence payment,
         kickback or other unlawful payment.

                  (gg) None of the Issuers is, nor will any of them be, after
         giving effect to the issuance of the Securities and the Guarantees and
         the execution, delivery and performance of this Agreement, the
         Indenture and the Registration Rights Agreement and the consummation of
         the transactions contemplated hereby and thereby, (i) insolvent, (ii)
         left with unreasonably small capital with which to engage in its
         anticipated businesses or (iii) incurring debts beyond its ability to
         pay such debts as they mature.

                  (hh) Neither the issuance, sale and delivery of the Securities
         nor the application of the proceeds thereof by the Company as described
         in the Offering Memorandum will violate Regulation T, U or X of the
         Board of Governors of the Federal Reserve System (the "Federal Reserve
         Board").

                  (ii) Neither the Company nor any of the Subsidiaries is a
         party to any contract, agreement or understanding with any person that
         would give rise to a valid claim against the Company or the Initial
         Purchasers for a brokerage commission, finder's fee or like payment in
         connection with the offering and sale of the Securities.

                  (jj) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Securities Act.

                  (kk) The Company has not distributed and, prior to the later
         to occur of (i) the Closing Date and (ii) completion of the
         distribution of the Securities, will not distribute any offering
         material in connection with the offering and sale of the Securities
         other than the Preliminary Offering Memorandum and the Offering
         Memorandum.

                  (ll) Neither the Company nor any of its affiliates has,
         directly or through any agent, sold, offered for sale, solicited offers
         to buy or otherwise negotiated in respect of, any security (as such
         term is defined in the Securities Act), which is or will be integrated
         with the sale of the Securities in a manner that would require
         registration of the Securities under the Securities Act.

                  (mm) None of the Company or any of its affiliates or any other
         person acting on its or their behalf has (i) engaged, in connection
         with the offering of the Securities, in any form of general
         solicitation or general advertising within the meaning of Rule 502(c)
         under the Securities Act or (ii) engaged in any directed selling
         efforts within the meaning of Regulation S under the Securities Act
         ("Regulation S"), and all such persons have complied with the offering
         restrictions requirement of Regulation S.

                  (nn) The Issuers have not taken, directly or indirectly, any
         action designed to or that might reasonably be expected to cause or
         result in stabilization or manipulation of the price of the Securities
         to facilitate the sale or resale of the Securities.

                                      -10-

                  (oo) No forward-looking statement (within the meaning of
         Section 27A of the Securities Act and Section 21E of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) contained in the
         Preliminary Offering Memorandum or the Offering Memorandum has been
         made or reaffirmed without a reasonable basis or has been disclosed
         other than in good faith.

                  (pp) The Company has complied with all provisions of Florida
         Statutes, Section 517.075, relating to issuers doing business with
         Cuba.

                  (qq) Except as disclosed in the Offering Memorandum,
         subsequent to the respective dates as of which such information is
         given in the Offering Memorandum, neither the Company nor any of the
         Subsidiaries has incurred any liability or obligation, direct or
         contingent, or entered into any transaction, not in the ordinary course
         of business, that is material to the Company and the Subsidiaries,
         taken as a whole, and there has not been any change in the capital
         stock, or material increase in the short-term debt or long-term debt,
         of the Company or any of the Subsidiaries, or any material adverse
         change, or any development involving, or which may reasonably be
         expected to involve, a prospective material adverse change, in the
         condition (financial or other), business, properties, net worth or
         results of operations of the Company and the Subsidiaries, taken as a
         whole.

                  (rr) Nothing has come to the attention of the Company that has
         caused the Company to believe that the statistical and market-related
         data included in the Preliminary Offering Memorandum and the Offering
         Memorandum is not based on or derived from sources that are reliable
         and accurate in all material respects.

                  2. Purchase and Resale of the Securities. (a) On the basis of
the representations, warranties and agreements contained herein, and subject to
the terms and conditions set forth herein, the Company agrees to issue and sell
to each of the Initial Purchasers, severally and not jointly, and each of the
Initial Purchasers, severally and not jointly, agrees to purchase from the
Company, the principal amount of Securities set forth opposite the name of such
Initial Purchaser on Schedule 1 hereto at a purchase price equal to 98.60% of
the principal amount thereof. The Company shall not be obligated to deliver any
of the Securities except upon payment for all of the Securities to be purchased
as provided herein.

                  (b) The Company understands that the Initial Purchasers intend
to offer the Securities for resale on the terms set forth in the Offering
Memorandum. Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that: (i) it is a qualified institutional buyer within the
meaning of Rule 144A under the Securities Act (a "QIB") and an accredited
investor within the meaning of Rule 501(a) under the Securities Act; (ii) it has
not solicited offers for, or offered or sold, and will not solicit offers for,
or offer or sell, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D under the
Securities Act ("Regulation D") or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act; and (iii) it has not
solicited offers for, or offered or sold, and will not solicit offers for, or
offer or sell, the Securities as part of their initial offering except: (A)
within the United States to persons whom it reasonably believes to be QIBs in
transactions pursuant to Rule 144A under the Securities

                                      -11-

Act ("Rule 144A") and in connection with each such sale, it has taken or will
take reasonable steps to ensure that the purchaser of the Securities is aware
that such sale is being made in reliance on Rule 144A; or (B) in accordance with
the restrictions set forth in Annex B hereto. Each Initial Purchaser, severally
and not jointly, agrees that, prior to or simultaneously with the confirmation
of sale by such Initial Purchaser to any purchaser of any of the Securities
purchased by such Initial Purchaser from the Company pursuant hereto, such
Initial Purchaser shall furnish to that purchaser a copy of the Offering
Memorandum (and any amendment or supplement thereto that the Company shall have
furnished to such Initial Purchaser prior to the date of such confirmation of
sale). Each Initial Purchaser acknowledges and agrees that the Company and, for
purposes of the opinions to be delivered to the Initial Purchasers pursuant to
Sections 5(d), (e), (f) and (g), counsel for the Company and counsel for the
Initial Purchasers, respectively, may rely upon the accuracy of the
representations and warranties of the Initial Purchasers, and compliance by the
Initial Purchasers with their agreements, contained in this Section 2(b) above
(including Annex B hereto), and each Initial Purchaser hereby consents to such
reliance.

                  (c) The Company acknowledges and agrees that the Initial
Purchasers may sell Securities to any affiliate of an Initial Purchaser and that
any such affiliate may sell Securities purchased by it to an Initial Purchaser.

                  3. Delivery of and Payment for the Securities. (a) Delivery of
and payment for the Securities shall be made at the offices of Cahill Gordon &
Reindel, 80 Pine Street, New York, New York, or at such other place as shall be
agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York
City time, on December 23, 2002, or at such other time or date, not later than
seven full business days thereafter, as shall be agreed upon by the Initial
Purchasers and the Company (such date and time of payment and delivery being
referred to herein as the "Closing Date").

                  (b) On the Closing Date, payment of the purchase price for the
Securities shall be made to the Company by wire or book-entry transfer of
same-day funds to such account or accounts as the Company shall specify prior to
the Closing Date or by such other means as the parties hereto shall agree prior
to the Closing Date against delivery to the Initial Purchasers of the
certificates evidencing the Securities. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligations of the Initial Purchasers hereunder. Upon delivery,
the Securities shall be in global form, registered in such names and in such
denominations as JPMorgan on behalf of the Initial Purchasers shall have
requested in writing not less than two full business days prior to the Closing
Date. The Company agrees to make one or more global certificates evidencing the
Securities available for inspection by JPMorgan on behalf of the Initial
Purchasers in New York, New York at least 24 hours prior to the Closing Date.

                  4. Further Agreements of the Issuers. Each of the Issuers
jointly and severally agrees with each of the several Initial Purchasers:

                  (a) to advise the Initial Purchasers promptly and, if
         requested, confirm such advice in writing, of the happening of any
         event that makes any statement of a material fact made in the Offering
         Memorandum untrue or which requires the making of any additions to or
         changes in the Offering Memorandum (as amended or supplemented

                                      -12-

         from time to time) in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         to advise the Initial Purchasers promptly of any order preventing or
         suspending the use of the Preliminary Offering Memorandum or the
         Offering Memorandum, of any suspension of the qualification of the
         Securities for offering or sale in any jurisdiction and of the
         initiation or threatening of any proceeding for any such purpose; and
         to use their best efforts to prevent the issuance of any such order
         preventing or suspending the use of the Preliminary Offering Memorandum
         or the Offering Memorandum or suspending any such qualification and, if
         any such suspension is issued, to obtain the lifting thereof at the
         earliest possible time;

                  (b) to furnish promptly to each of the Initial Purchasers and
         counsel for the Initial Purchasers, without charge, as many copies of
         the Preliminary Offering Memorandum and the Offering Memorandum (and
         any amendments or supplements thereto) as may be reasonably requested;

                  (c) prior to making any amendment or supplement to the
         Offering Memorandum, to furnish a copy thereof to each of the Initial
         Purchasers and counsel for the Initial Purchasers and not to effect any
         such amendment or supplement, to which the Initial Purchasers shall
         reasonably object by notice to the Company after a reasonable period to
         review unless the Company is advised in writing by counsel that such
         amendment or supplement is legally required;

                  (d) if, at any time prior to completion of the resale of the
         Securities by the Initial Purchasers, any event shall occur or
         condition exist as a result of which it is necessary, in the opinion of
         counsel for the Initial Purchasers or counsel for the Company, to amend
         or supplement the Offering Memorandum in order that the Offering
         Memorandum will not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances existing at the time it is
         delivered to a purchaser, not misleading, or if it is necessary to
         amend or supplement the Offering Memorandum to comply with applicable
         law, subject to Section 4(c) hereof, to promptly prepare such amendment
         or supplement as may be necessary to correct such untrue statement or
         omission or so that the Offering Memorandum, as so amended or
         supplemented, will comply with applicable law;

                  (e) for so long as the Securities are outstanding and are
         "restricted securities" within the meaning of Rule 144(a)(3) under the
         Securities Act, to furnish to holders of the Securities and prospective
         purchasers of the Securities designated by such holders, upon request
         of such holders or such prospective purchasers, the information
         required to be delivered pursuant to Rule 144A(d)(4) under the
         Securities Act, unless the Company is in compliance with Section 13 or
         15(d) of the Exchange Act, as if it were then subject to Section 13 or
         15(d) of the Exchange Act, (the foregoing agreement being for the
         benefit of the holders from time to time of the Securities and
         prospective purchasers of the Securities designated by such holders);

                  (f) for a period of two years following the Closing Date, to
         furnish to the Initial Purchasers copies of any annual reports,
         quarterly reports and current reports

                                      -13-

         filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K,
         or such other similar forms as may be designated by the Commission, and
         such other documents, reports and information as shall be furnished by
         the Issuers to the Trustee or to the holders of the Securities pursuant
         to the Indenture or the Exchange Act or any rule or regulation of the
         Commission thereunder;

                  (g) to promptly take from time to time such actions as the
         Initial Purchasers may reasonably request to qualify the Securities for
         offering and sale under the securities or Blue Sky laws of such
         jurisdictions as the Initial Purchasers may designate and to continue
         such qualifications in effect for so long as required for the resale of
         the Securities; and to arrange for the determination of the eligibility
         for investment of the Securities under the laws of such jurisdictions
         as the Initial Purchasers may reasonably request; provided, however,
         that the Company and the Subsidiaries shall not be obligated to qualify
         as foreign corporations in any jurisdiction in which they are not so
         qualified or to file a general consent to service of process in any
         jurisdiction;

                  (h) to assist the Initial Purchasers in arranging for the
         Securities to be designated Private Offerings, Resales and Trading
         through Automated Linkages Market ("The Portal Market") securities in
         accordance with the rules and regulations adopted by the National
         Association of Securities Dealers, Inc. (the "NASD") relating to
         trading in The Portal Market and for the Securities to be eligible for
         clearance and settlement through The Depository Trust Company ("DTC");

                  (i) not to, and to cause its affiliates not to, sell, offer
         for sale or solicit offers to buy or otherwise negotiate in respect of
         any security (as such term is defined in the Securities Act) that could
         be integrated with the sale of the Securities in a manner that would
         require registration of the Securities under the Securities Act;

                  (j) except following the effectiveness of the Exchange Offer
         Registration Statement or the Shelf Registration Statement, as the case
         may be, not to, and to cause its affiliates not to, and not to
         authorize or knowingly permit any person acting on their behalf to, (i)
         solicit any offer to buy or offer to sell the Securities by means of
         any form of general solicitation or general advertising within the
         meaning of Regulation D or in any manner involving a public offering
         within the meaning of Section 4(2) of the Securities Act; and not to
         offer, sell, contract to sell or otherwise dispose of, directly or
         indirectly, any securities under circumstances where such offer, sale,
         contract or disposition would cause the exemption afforded by Section
         4(2) of the Securities Act to cease to be applicable to the offering
         and sale of the Securities as contemplated by this Agreement and the
         Offering Memorandum or (ii) engage in any directed selling efforts
         within the meaning of Regulation S, and all such persons will comply
         with the offering restrictions requirement of Regulation S;

                  (k) for a period of 90 days from the date of the Offering
         Memorandum, not to offer for sale, sell, contract to sell or otherwise
         dispose of, directly or indirectly, or file a registration statement
         for, or announce any offer, sale, contract for sale of or other
         disposition of any debt securities substantially similar to the
         Securities, or securities exchangeable for, or convertible into, debt
         securities substantially similar to the Securities, issued or
         guaranteed by the Company or any of the Subsidiaries (other

                                      -14-

         than the Securities, the Guarantees and the Exchange Securities and
         related guarantees) without the prior written consent of JPMorgan on
         behalf of the Initial Purchasers;

                  (l) during the period from the Closing Date until two years
         after the Closing Date, without the prior written consent of JPMorgan
         on behalf of the Initial Purchasers, not to, and not permit any of its
         affiliates (as defined in Rule 144 under the Securities Act) to, resell
         any of the Securities that have been reacquired by them, except for
         Securities purchased by the Company or any of its affiliates and resold
         in a transaction registered under the Securities Act;

                  (m) not to, for so long as the Securities are outstanding, be
         or become, or be or become owned by, an open-end investment company,
         unit investment trust or face-amount certificate company that is or is
         required to be registered under Section 8 of the Investment Company
         Act, and to not be or become, or be or become owned by, a closed-end
         investment company required to be registered, but not registered
         thereunder;

                  (n) in connection with the offering of the Securities, until
         JPMorgan on behalf of the Initial Purchasers shall have notified the
         Company of the completion of the resale of the Securities, not to, and
         to cause its affiliated purchasers (as defined in Regulation M under
         the Exchange Act) not to, either alone or with one or more other
         persons, bid for or purchase, for any account in which it or any of its
         affiliated purchasers has a beneficial interest, any Securities, or
         attempt to induce any person to purchase any Securities; and not to,
         and to cause its affiliated purchasers not to, make bids or purchase
         for the purpose of creating actual, or apparent, active trading in or
         of raising the price of the Securities;

                  (o) in connection with the offering of the Securities, to make
         its officers, employees, independent accountants and legal counsel
         reasonably available upon request by the Initial Purchasers;

                  (p) to furnish to each of the Initial Purchasers on the date
         hereof a copy of the independent accountants' report included in the
         Offering Memorandum signed by the accountants rendering such report;

                  (q) to do and perform all things required to be done and
         performed by it under this Agreement that are within its control prior
         to or after the Closing Date, and to use its best efforts to satisfy
         all conditions precedent on its part to the delivery of the Securities;

                  (r) to not take any action prior to the execution and delivery
         of the Indenture that, if taken after such execution and delivery,
         would have violated any of the covenants contained in the Indenture;

                  (s) unless required by law, to not take any action prior to
         the Closing Date that would require the Offering Memorandum to be
         amended or supplemented pursuant to Section 4(d);

                                      -15-

                  (t) prior to the Closing Date, not to issue any press release
         or other communication directly or indirectly or hold any press
         conference with respect to the Company, its condition, financial or
         otherwise, or earnings, business affairs or business prospects (except
         for routine oral marketing communications in the ordinary course of
         business and consistent with the past practices of the Company and of
         which the Initial Purchasers are notified), without the prior written
         consent of JPMorgan on behalf of the Initial Purchasers, unless in the
         judgment of the Company and its counsel, and after notification to the
         Initial Purchasers, such press release or communication is required by
         law; and

                  (u) to apply the net proceeds from the sale of the Securities
         as set forth in the Offering Memorandum under the heading "Use of
         proceeds."

                  5. Conditions of Initial Purchasers' Obligations. The
respective obligations of the several Initial Purchasers hereunder are subject
to the accuracy, on and as of the date hereof and the Closing Date, of the
representations and warranties of the Issuers contained herein, to the accuracy
of the statements of the Issuers and their officers made in any certificates
delivered pursuant hereto, to the performance by the Issuers of their
obligations hereunder, and to each of the following additional terms and
conditions:

                  (a) The Offering Memorandum (and any amendments or supplements
         thereto) shall have been printed and copies distributed to the Initial
         Purchasers as promptly as practicable on or following the date of this
         Agreement or at such other date and time as to which the Initial
         Purchasers may agree; and no stop order suspending the sale of the
         Securities in any jurisdiction shall have been issued and no proceeding
         for that purpose shall have been commenced or shall be pending or
         threatened.

                  (b) None of the Initial Purchasers shall have discovered and
         disclosed to the Company on or prior to the Closing Date that the
         Offering Memorandum or any amendment or supplement thereto contains an
         untrue statement of a fact that, in the opinion of counsel for the
         Initial Purchasers, is material or omits to state any fact which, in
         the opinion of such counsel, is material and is required to be stated
         therein or is necessary to make the statements therein not misleading.

                  (c) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of each of the Transaction
         Documents and the Offering Memorandum, and all other legal matters
         relating to the Transaction Documents and the transactions contemplated
         thereby, shall be satisfactory in all material respects to the Initial
         Purchasers, and the Issuers shall have furnished to the Initial
         Purchasers all documents and information that they or their counsel may
         reasonably request to enable them to pass upon such matters.

                  (d) Palmer & Dodge LLP shall have furnished to the Initial
         Purchasers their written opinion, as counsel to the Company, addressed
         to the Initial Purchasers and dated the Closing Date, in form and
         substance reasonably satisfactory to the Initial Purchasers,
         substantially to the effect set forth in Annex C hereto.

                                      -16-

                  (e) Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman,
         L.L.P. shall have furnished to the Initial Purchasers their written
         opinion, as counsel to the Company, addressed to the Initial Purchasers
         and dated the Closing Date, in form and substance reasonably
         satisfactory to the Initial Purchasers, substantially to the effect set
         forth in Annex D hereto.

                  (f) James R. McIlwain, Esq. shall have furnished to the
         Initial Purchasers his written opinion, as general counsel to the
         Company, addressed to the Initial Purchasers and dated the Closing
         Date, in form and substance reasonably satisfactory to the Initial
         Purchasers, substantially to the effect set forth in Annex E hereto.

                  (g) The Initial Purchasers shall have received from Cahill
         Gordon & Reindel, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date, with respect to such matters as the
         Initial Purchasers may reasonably require, and the Issuers shall have
         furnished to such counsel such documents and information as they
         request for the purpose of enabling them to pass upon such matters.

                  (h) The Company shall have furnished to the Initial Purchasers
         a letter (the "Initial Letter") from KPMG LLP, addressed to the Initial
         Purchasers and dated the date hereof, in form and substance
         satisfactory to the Initial Purchasers; provided, however, that the
         Initial Purchasers shall have provided to KPMG LLP the representations
         required by SAS 72.

                  (i) The Company shall have furnished to the Initial Purchasers
         a letter (the "Bring-Down Letter") from KPMG LLP, addressed to the
         Initial Purchasers and dated the Closing Date (i) confirming that they
         are independent public accountants with respect to the entities
         referenced in such letter within the meaning of Rule 101 of the Code of
         Professional Conduct of the AICPA and its interpretations and rulings
         thereunder, (ii) stating, as of the date of the Bring-Down Letter (or,
         with respect to matters involving changes or developments since the
         respective dates as of which specified financial information is given
         in the Offering Memorandum, as of a date not more than three business
         days prior to the date of the Bring-Down Letter), that the conclusions
         and findings of such accountants with respect to the financial
         information and other matters covered by the Initial Letter are
         accurate and (iii) confirming in all material respects the conclusions
         and findings set forth in the Initial Letter.

                  (j) The Company shall have furnished to the Initial Purchasers
         a certificate, dated the Closing Date, of its chief executive officer
         and its chief financial officer stating that (i) such officers have
         carefully examined the Offering Memorandum, (ii) in their opinion, the
         Offering Memorandum, as of its date, did not include any untrue
         statement of a material fact and did not omit to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, and since the date of the Offering
         Memorandum, no event has occurred that should have been set forth in a
         supplement or amendment to the Offering Memorandum so that the Offering
         Memorandum (as so amended or supplemented) would not include any untrue
         statement of a material fact and would not omit to state a material
         fact required to be stated therein or necessary in order to make the
         statements therein, in the light of the

                                      -17-

         circumstances under which they were made, not misleading and (iii) as
         of the Closing Date, the representations and warranties of the Issuers
         in this Agreement are true and correct in all material respects, each
         of the Issuers has complied with all agreements and satisfied all
         conditions on its part to be performed or satisfied hereunder on or
         prior to the Closing Date, and subsequent to the date of the most
         recent financial statements contained in the Offering Memorandum, there
         has been no material adverse change in the financial position or
         results of operation of the Company or any of the Subsidiaries, taken
         as a whole, or any change, or any development including a prospective
         change, in or affecting the condition (financial or otherwise), results
         of operations, business or prospects of the Company and the
         Subsidiaries taken as a whole, except as set forth in the Offering
         Memorandum.

                  (k) The Initial Purchasers shall have received a counterpart
         of the Registration Rights Agreement, which shall have been executed
         and delivered by a duly authorized officer of each of the Issuers.

                  (l) The Indenture shall have been duly executed and delivered
         by each of the Issuers and the Trustee, the Securities shall have been
         duly executed and delivered by the Company and duly authenticated by
         the Trustee and the Guarantees shall have been duly executed and
         delivered by each of the Guarantors.

                  (m) The Securities shall have been approved by the NASD for
         trading in The Portal Market.

                  (n) If any event shall have occurred that requires the Issuers
         under Section 4(d) to prepare an amendment or supplement to the
         Offering Memorandum, such amendment or supplement shall have been
         prepared, the Initial Purchasers shall have been given a reasonable
         opportunity to comment thereon (unless such opportunity is not required
         by Section 4(c)), and copies thereof shall have been delivered to the
         Initial Purchasers reasonably in advance of the Closing Date.

                  (o) There shall not have occurred any invalidation of Rule
         144A under the Securities Act by any court or any withdrawal or
         proposed withdrawal of any rule or regulation under the Securities Act
         or the Exchange Act by the Commission or any amendment or proposed
         amendment thereof by the Commission which in the judgment of the
         Initial Purchasers would materially impair the ability of the Initial
         Purchasers to purchase, hold or effect resales of the Securities as
         contemplated hereby.

                  (p) Subsequent to the execution and delivery of this Agreement
         or, if earlier, the dates as of which information is given in the
         Offering Memorandum (exclusive of any amendment or supplement thereto),
         there shall not have been any decrease in the capital stock or increase
         in the long-term debt or any change, or any development involving a
         prospective change, in or affecting the condition (financial or
         otherwise), results of operations, business or prospects of the Company
         and the Subsidiaries taken as a whole, the effect of which, in any such
         case described above, is, in the reasonable judgment of the Initial
         Purchasers, so material and adverse as to make it impracticable or
         inadvisable to proceed with the offering, sale or delivery of

                                      -18-

         the Securities on the terms and in the manner contemplated by this
         Agreement and the Offering Memorandum (exclusive of any amendment or
         supplement thereto).

                  (q) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities; and no injunction,
         restraining order or order of any other nature by any federal or state
         court of competent jurisdiction shall have been issued as of the
         Closing Date which would prevent the issuance or sale of the
         Securities.

                  (r) Subsequent to the execution and delivery of this
         Agreement, (i) no downgrading shall have occurred in the rating
         accorded the Securities or any other debt securities or preferred stock
         issued or guaranteed by the Company or any of the Guarantors by any
         "nationally recognized statistical rating organization," as such term
         is defined by the Commission for purposes of Rule 436(g)(2) under the
         Securities Act; and (ii) no such organization shall have publicly
         announced that it has under surveillance or review, or has changed its
         outlook with respect to, its rating of the Securities or of any other
         debt securities or preferred stock issued or guaranteed by the Company
         or any of the Guarantors (other than an announcement with positive
         implications of a possible upgrading).

                  (s) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: (i) trading
         generally shall have been suspended or materially limited on the New
         York Stock Exchange or the over-the-counter market; (ii) trading of any
         securities issued or guaranteed by the Company or any of the Guarantors
         shall have been suspended on any exchange or in any over-the-counter
         market; (iii) a general moratorium on commercial banking activities
         shall have been declared by federal or New York State authorities; or
         (iv) there shall have occurred any outbreak or escalation of
         hostilities or any change in financial markets or any calamity or
         crisis, either within or outside the United States, that, in the
         judgment of JPMorgan, is material and adverse and makes it
         impracticable or inadvisable to proceed with the offering, sale or
         delivery of the Securities on the terms and in the manner contemplated
         by this Agreement and the Offering Memorandum.

                  (t) The Company shall have delivered the Irrevocable
         Instructions to the 9-5/8% Notes Trustee, in form and substance
         reasonably satisfactory to the Initial Purchasers.

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Initial Purchasers.

                  6. Termination. The obligations of the Initial Purchasers
hereunder may be terminated by the Initial Purchasers, in their absolute
discretion, by notice given to and received by the Company prior to delivery of
and payment for the Securities if, prior to that time, any of the events
described in Section 5(o), (p), (q), (r), (s) or (t) shall have occurred and be
continuing.

                                      -19-

                  7. Defaulting Initial Purchasers. (a) If, on the Closing Date,
any Initial Purchaser defaults in the performance of its obligations under this
Agreement, the non-defaulting Initial Purchasers may make arrangements for the
purchase of the Securities that such defaulting Initial Purchaser agreed but
failed to purchase by other persons satisfactory to the Company and the
non-defaulting Initial Purchasers, but if no such arrangements are made within
36 hours after such default, this Agreement shall terminate without liability on
the part of the non-defaulting Initial Purchasers or the Issuers, except that
the Issuers will continue to be liable for the payment of expenses to the extent
set forth in Sections 8 and 11 and except that the provisions of Sections 9, 13
and 15 shall not terminate and shall remain in effect. As used in this
Agreement, the term "Initial Purchasers" includes, for all purposes of this
Agreement unless the context otherwise requires, any party not listed in
Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a
defaulting Initial Purchaser agreed but failed to purchase.

                  (b) Nothing contained herein shall relieve a defaulting
Initial Purchaser of any liability it may have to the Company or any
non-defaulting Initial Purchaser for damages caused by its default. If other
persons are obligated or agree to purchase the Securities of a defaulting
Initial Purchaser, either the non-defaulting Initial Purchasers or the Company
may postpone the Closing Date for up to seven full business days in order to
effect any changes that in the opinion of counsel for the Company or counsel for
the Initial Purchasers may be necessary in the Offering Memorandum or in any
other document or arrangement, and each of the Issuers agrees to promptly
prepare any amendment or supplement to the Offering Memorandum that effects any
such changes.

                  8. Reimbursement of Initial Purchasers' Expenses. If (a) this
Agreement shall have been terminated pursuant to Section 6, (b) the Company
shall fail to tender the Securities for delivery to the Initial Purchasers or
(c) the Initial Purchasers shall decline to purchase the Securities for any
reason permitted under this Agreement, the Issuers agree, jointly and severally,
to reimburse the Initial Purchasers for such out-of-pocket expenses (including
reasonable fees and disbursements of counsel) as shall have been reasonably
incurred by the Initial Purchasers in connection with this Agreement and the
proposed purchase and resale of the Securities. If this Agreement is terminated
pursuant to Section 7 by reason of the default of one or more of the Initial
Purchasers, the Issuers shall not be obligated to reimburse any defaulting
Initial Purchaser on account of such expenses.

                  9. Indemnification. (a) Each of the Issuers jointly and
severally agree to indemnify and hold harmless each Initial Purchaser, its
affiliates, directors and officers and each person, if any, who controls such
Initial Purchaser within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, legal fees and other
expenses incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Preliminary Offering Memorandum or the Offering
Memorandum (or any amendment or supplement thereto) or any omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or

                                      -20-

omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser furnished to the Company in writing by such Initial
Purchaser through JPMorgan expressly for use therein; provided, however, that
with respect to any such untrue statement in or omission from the Preliminary
Offering Memorandum, the indemnity agreement contained in this paragraph (a)
shall not inure to the benefit of any Initial Purchaser to the extent that the
sale to the person asserting any such loss, claim, damage or liability was an
initial resale by such Initial Purchaser and any such loss, claim, damage or
liability of or with respect to such Initial Purchaser results from the fact
that both (i) a copy of the Offering Memorandum was not sent or given to such
person at or prior to the written confirmation of the sale of such Securities to
such person and (ii) the untrue statement in or omission from such Preliminary
Offering Memorandum was corrected in the Offering Memorandum unless, in either
case, such failure to deliver the Offering Memorandum was a result of
non-compliance by the Company with the provisions of Section 4(b) hereof.

                  (b) Each Initial Purchaser agrees, severally and not jointly,
to indemnify and hold harmless each of the Issuers and their respective
directors, officers, employees, representatives and agents, and each person, if
any, who controls each of the Issuers within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to such Initial Purchaser
furnished to the Company in writing by such Initial Purchaser through JPMorgan
expressly for use in the Preliminary Offering Memorandum and the Offering
Memorandum (or any amendment or supplement thereto), it being understood and
agreed that the only such information consists of the following: the third
paragraph, the fifth and sixth sentences of the eighth paragraph and the tenth
paragraph, in each case under the heading "Plan of distribution" in the Offering
Memorandum (the "Initial Purchasers' Information").

                  (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any person in respect of which indemnification may be sought
pursuant to either paragraph (a) or (b) above, such person (the "Indemnified
Person") shall promptly notify the person against whom such indemnification may
be sought (the "Indemnifying Person") in writing; provided, however, that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 9 except to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further, however, that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it
may have to an Indemnified Person otherwise than under this Section 9. If any
such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 9 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary, (ii) the Indemnifying Person has failed within a reasonable

                                      -21-

time to retain counsel reasonably satisfactory to the Indemnified Person, (iii)
the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for any Initial Purchaser, its affiliates, directors and officers
and any control persons of such Initial Purchaser shall be designated in writing
by JPMorgan and any such separate firm for the Issuers and any control persons
of the Issuers shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an Indemnified Person shall have requested that an Indemnifying Person reimburse
the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (x) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

                  (d) If the indemnification provided for in paragraphs (a) and
(b) above is unavailable to an Indemnified Person or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers, on the one hand, and the Initial Purchasers,
on the other, from the offering of the Securities or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) but also the relative fault of the Issuers, on the one hand, and the Initial
Purchasers, on the other, in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and the Initial Purchasers on the other shall be
deemed to be in the same respective proportions as the net proceeds (before
deducting expenses) received by the Company from the sale of the Securities and

                                      -22-

the total discounts and commissions received by the Initial Purchasers in
connection therewith, as provided in this Agreement, bear to the aggregate
offering price of the Securities. The relative fault of the Issuers, on the one
hand, and the Initial Purchasers, on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or any Guarantor or by the
Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

                  (e) The Issuers and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) above shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 9, in no event
shall an Initial Purchaser be required to contribute any amount in excess of the
amount by which the total discounts and commissions received by such Initial
Purchaser with respect to the offering of the Securities exceeds the amount of
any damages that such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Initial
Purchasers' obligations to contribute pursuant to this Section 9 are several in
proportion to their respective purchase obligations hereunder and not joint.

                  (f) The remedies provided for in this Section 9 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity.

                  10. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Initial Purchasers, the
Company and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except as
provided in Section 9 with respect to affiliates of the Initial Purchasers and
officers, directors, employees, representatives, agents and controlling persons
of the Issuers and the Initial Purchasers and in Section 4(e) with respect to
holders and prospective purchasers of the Securities. Nothing in this Agreement
is intended or shall be construed to give any person, other than the persons
referred to in this Section 10, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.

                  11. Expenses. The Issuers agree, joint and severally, with the
Initial Purchasers to pay: (a) the costs incident to the authorization,
issuance, sale, preparation and delivery of the Securities and any taxes payable
in that connection; (b) the costs incident to the preparation, printing and
distribution of the Preliminary Offering Memorandum, the Offering Memorandum and
any amendments or supplements thereto; (c) the costs of reproducing

                                      -23-

and distributing each of the Transaction Documents; (d) the costs incident to
the preparation, printing and delivery of the certificates evidencing the
Securities, including stamp duties and transfer taxes, if any, payable upon
issuance of the Securities; (e) the fees and expenses of the Issuer's counsel
and independent accountants; (f) the fees and expenses of qualifying the
Securities under the securities laws of the several jurisdictions as provided in
Section 4(g) and of preparing, printing and distributing Blue Sky Memoranda
(including related fees and expenses of counsel for the Initial Purchasers); (g)
any fees charged by rating agencies for rating the Securities; (h) the fees and
expenses of the Trustee and any paying agent (including related fees and
expenses of any counsel to such parties); (i) all expenses and application fees
incurred in connection with the application for the inclusion of the Securities
on The Portal Market and the approval of the Securities for book-entry transfer
by DTC; and (j) all other costs and expenses incident to the performance of the
obligations of the Issuers under this Agreement that are not otherwise
specifically provided for in this Section 11; provided, however, that except as
provided in this Section 11 and Section 8, the Initial Purchasers shall pay
their own costs and expenses, including fees of their counsel, taxes on resales
of the Securities by them and any expenses in connection with any offers they
make.

                  12. Survival. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Issuers and the
Initial Purchasers contained in this Agreement or made by or on behalf of the
Issuers or the Initial Purchasers pursuant to this Agreement or any certificate
delivered pursuant hereto shall survive the delivery of and payment for the
Securities and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any of them or any of their respective affiliates, officers,
directors, employees, representatives, agents or controlling persons.

                  13. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Initial Purchasers, shall be delivered or sent
         by mail or telecopy transmission to J.P. Morgan Securities Inc., 270
         Park Avenue, New York, New York 10017, Attention: James P. Casey
         (telecopier no.: (212) 270-1063); or

                  (b) if to the Company, shall be delivered or sent by mail or
         telecopy transmission to the address of the Company set forth in the
         Offering Memorandum, Attention: James R. McIlwain, Esq., General
         Counsel (telecopier no.: (225) 928-3400);

provided, however, that any notice to an Initial Purchaser pursuant to Section
9(c) shall also be delivered or sent by mail to such Initial Purchaser at its
address set forth on the signature page hereof. Any such statements, requests,
notices or agreements shall take effect at the time of receipt thereof. The
Company shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Initial Purchasers by JPMorgan.

                  14. Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for

                                      -24-

trading, (b) except where otherwise expressly provided, the term "subsidiary"
has the meaning set forth in Rule 405 under the Securities Act and (c) except
where otherwise expressly provided, the term "affiliate" has the meaning set
forth in Rule 405 under the Securities Act.

                  15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                  16. Counterparts. This Agreement may be executed in one or
more counterparts (which may include counterparts delivered by telecopier) and,
if executed in more than one counterpart, the executed counterparts shall each
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.

                  17. Amendment. No amendment or waiver of any provision of this
Agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.

                  18. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

                  19. Amendment and Restatement of Original Purchase Agreement.
The parties hereto agree that the Purchase Agreement dated December 17, 2002
between the Company, the Guarantors and JPMorgan (including all exhibits and
schedules thereto) is hereby amended and restated effective as of December 17,
2002 to read in its entirety as set forth herein.

                                      -25-

                  If the foregoing is in accordance with your understanding of
our agreement kindly sign and return to us counterpart hereof, whereupon this
instrument will become a binding agreement between the Company and the several
Initial Purchasers in accordance with its terms.

                                 Very truly yours,

                                 LAMAR MEDIA CORP.

                                 By:      /s/ Keith A. Istre
                                        ----------------------------------------
                                        Name:  Keith A. Istre
                                        Title: Chief Financial Officer
                                               and Treasurer

                                 AMERICAN SIGNS, INC.
                                 COLORADO LOGOS, INC.
                                 HARDIN DEVELOPMENT CORPORATION
                                 LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                                 LAMAR ADVERTISING OF KENTUCKY, INC.
                                 LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                 LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                 LAMAR OCI NORTH CORPORATION
                                 LAMAR OCI SOUTH CORPORATION
                                 NEBRASKA LOGOS, INC.
                                 UTAH LOGOS, INC.
                                 OHIO LOGOS, INC.
                                 KANSAS LOGOS, INC.
                                 LAMAR PENSACOLA TRANSIT, INC.
                                 LAMAR TEXAS GENERAL PARTNER, INC.
                                 MICHIGAN LOGOS, INC.
                                 MINNESOTA LOGOS, INC.
                                 NEW MEXICO LOGOS, INC.
                                 SOUTH CAROLINA LOGOS, INC.
                                 TENNESSEE LOGOS, INC.
                                 TLC PROPERTIES, INC.
                                 TLC PROPERTIES II, INC.
                                 LAMAR ADVERTISING OF MICHIGAN, INC.
                                 CANADIAN TODS LIMITED
                                 NEVADA LOGOS, INC.
                                 FLORIDA LOGOS, INC.
                                 LAMAR ELECTRICAL, INC.
                                 PARSONS DEVELOPMENT COMPANY
                                 REVOLUTION OUTDOOR ADVERTISING, INC.
                                 LAMAR FLORIDA, INC.
                                 LAMAR ADVAN, INC.

                                      -26-

                                 LAMAR ADVERTISING OF IOWA, INC.
                                 LAMAR CENTRAL OUTDOOR, INC.
                                 LAMAR ADVANTAGE HOLDING COMPANY
                                 LAMAR OKLAHOMA HOLDING COMPANY, INC.
                                 LAMAR ADVERTISING OF OKLAHOMA, INC.
                                 LAMAR BENCHES, INC.
                                 LAMAR I-40 WEST, INC.
                                 LAMAR OHIO OUTDOOR HOLDING CORP.
                                 OUTDOOR MARKETING SYSTEMS, INC.
                                 LAMAR ADVERTISING SOUTHWEST, INC.
                                 LAMAR DOA TENNESSEE HOLDINGS, INC.
                                 LAMAR DOA TENNESSEE, INC.
                                 TRANS WEST OUTDOOR ADVERTISING, INC.
                                 LAMAR PINNACLE ACQUISITION CO.

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

                                      -27-

                                 MISSOURI LOGOS, LLC
                                 KENTUCKY LOGOS, LLC
                                 OKLAHOMA LOGOS, L.LC.
                                 MISSISSIPPI LOGOS, L.L.C.
                                 DELAWARE LOGOS, L.L.C.
                                 NEW JERSEY LOGOS, L.L.C.
                                 GEORGIA LOGOS, L.L.C.
                                 VIRGINIA LOGOS, LLC
                                 MAINE LOGOS, L.L.C.
                                 WASHINGTON LOGOS, L.L.C.

                                 By:  Interstate Logos, L.L.C., its
                                      Managing Member
                                 By:  Lamar Media Corp., its Managing Member

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

                                 INTERSTATE LOGOS, L.L.C.
                                 THE LAMAR COMPANY, L.L.C.

                                 By: Lamar Media Corp., its
                                     Managing Member

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

                                      -28-

                                 LAMAR ADVERTISING OF PENN, LLC
                                 LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                                 LAMAR TENNESSEE, L.L.C.
                                 LAMAR AIR, L.L.C.
                                 LC BILLBOARD L.L.C.

                                 By:  The Lamar Company, L.L.C., its
                                      Managing Member
                                 By:  Lamar Media Corp., its
                                      Managing Member

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

                                 LAMAR TEXAS LIMITED PARTNERSHIP

                                 By:  Lamar Texas General Partner, Inc.,
                                      its General Partner

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

                                 TLC PROPERTIES, L.L.C.

                                 By:  TLC Properties, Inc., its
                                      Managing Member

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

                                      -29-

                                 OUTDOOR PROMOTIONS WEST, LLC
                                 TRANSIT AMERICA LAS VEGAS, L.L.C.
                                 LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC
                                 TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                 By:  Triumph Outdoor Holdings, LLC, its
                                      Managing Member
                                 By:  Lamar Central Outdoor, Inc., its
                                      Managing Member

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

                                 LAMAR ADVANTAGE GP COMPANY, LLC
                                 LAMAR ADVANTAGE LP COMPANY, LLC
                                 TRIUMPH OUTDOOR HOLDINGS, LLC

                                 By:  Lamar Central Outdoor, Inc., its
                                      Managing Member

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

                                 LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                 By:  Lamar Advantage GP Company, LLC, its
                                      General Partner
                                 By:  Lamar Central Outdoor, Inc., its
                                      Managing Member

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

                                      -30-

                                 LAMAR T.T.R., L.L.C.

                                 By:  Lamar Advertising of Youngstown, Inc., its
                                      Managing Member

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

                                 TEXAS LOGOS, L.P.

                                 By:  Oklahoma Logos, L.L.C., its
                                      General Partner
                                 By:  Interstate Logos, L.L.C., its
                                      Managing Member
                                 By:  Lamar Media Corp., its
                                      Managing Member

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

                                 OUTDOOR MARKETING SYSTEMS, L.L.C.

                                 By:  Outdoor Marketing Systems, Inc., its
                                      Managing Member

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

                                      -31-

Accepted:

J.P. MORGAN SECURITIES INC.
For itself and on behalf of the several
Initial Purchasers listed in Schedule 1 hereto

By:    /s/ Richard Gabriel
       ------------------------------------------
       Authorized Signatory

                                   SCHEDULE 1

                                                                     Principal
                                                                       Amount
Initial Purchasers                                                 of Securities
- ------------------                                                  ------------
                                                                 
J.P. Morgan Securities Inc. .............................           $146,250,000
Wachovia Securities, Inc. ...............................             65,000,000
SunTrust Capital Markets, Inc. ..........................             32,500,000
BNP Paribas Securities Corp. ............................             16,250,000
                                                                    ------------
         Total ..........................................           $260,000,000
                                                                    ============

                                    Exhibit A

                       Subsidiaries of Lamar Media Corp.

                                                       STATE OR OTHER JURISDICTION OF
                                                      INCORPORATION OR ORGANIZATION AS
              NAME                                        SPECIFIED IN ITS CHARTER
              ----                                    --------------------------------
                                                   
American Signs, Inc.                                              Washington
Canadian TODS Limited                                             Nova Scotia, Canada
Colorado Logos, Inc.                                              Colorado
Delaware Logos, L.L.C.                                            Delaware
Florida Logos, Inc.                                               Florida
Hardin Development Corporation                                    Florida
Kansas Logos, Inc.                                                Kansas
Kentucky Logos, LLC                                               Kentucky
Lamar Advertising of Colorado Springs, Inc.                       Colorado
Lamar Advertising of Kentucky, Inc.                               Kentucky
Lamar Advertising of Michigan, Inc.                               Michigan
Lamar Advertising of South Dakota, Inc.                           South Dakota
Lamar Advertising of Youngstown, Inc.                             Delaware
Lamar Air, L.L.C.                                                 Louisiana
Lamar Electrical, Inc.                                            Louisiana
Lamar OCI North Corporation                                       Delaware
Lamar OCI South Corporation                                       Mississippi
Lamar Pensacola Transit, Inc.                                     Florida
Lamar Tennessee, L.L.C.                                           Tennessee
Lamar Texas General Partner, Inc.                                 Louisiana
Lamar Texas Limited Partnership                                   Texas
Michigan Logos, Inc.                                              Michigan
Minnesota Logos, Inc.                                             Minnesota
Missouri Logos, LLC                                               Missouri
Nebraska Logos, Inc.                                              Nebraska
Nevada Logos, Inc.                                                Nevada
New Mexico Logos, Inc.                                            New Mexico
Ohio Logos, Inc.                                                  Ohio
Outdoor Promotions West, LLC                                      Delaware
Parsons Development Company                                       Florida
Revolution Outdoor Advertising, Inc.                              Florida
South Carolina Logos, Inc.                                        South Carolina
Tennessee Logos, Inc.                                             Tennessee
Texas Logos, L.P.                                                 Texas
TLC Properties II, Inc.                                           Texas
TLC Properties, Inc.                                              Louisiana
TLC Properties, L.L.C.                                            Louisiana
Transit America Las Vegas, L.L.C.                                 Delaware
Triumph Outdoor Rhode Island, LLC                                 Delaware
Triumph Outdoor Holdings, LLC                                     Delaware
Utah Logos, Inc.                                                  Utah

                                                       STATE OR OTHER JURISDICTION OF
                                                      INCORPORATION OR ORGANIZATION AS
              NAME                                        SPECIFIED IN ITS CHARTER
              ----                                    --------------------------------
                                                   
Virginia Logos, LLC                                               Virginia
The Lamar Company, L.L.C.                                         Louisiana
Lamar Advertising of Penn, LLC                                    Delaware
Lamar Advertising of Louisiana, L.L.C.                            Louisiana
Lamar Florida, Inc.                                               Florida
Lamar Advan, Inc.                                                 Pennsylvania
Lamar Advertising of Iowa, Inc.                                   Iowa
Lamar T.T.R., L.L.C.                                              Arizona
Lamar Central Outdoor, Inc.                                       Delaware
Lamar Advantage GP Company, LLC                                   Delaware
Lamar Advantage LP Company, LLC                                   Delaware
Lamar Advantage Outdoor Company, L.P.                             Delaware
Lamar Advantage Holding Company                                   Delaware
Lamar Oklahoma Holding Company, Inc.                              Oklahoma
Lamar Advertising of Oklahoma, Inc.                               Oklahoma
Lamar Benches, Inc.                                               Oklahoma
Lamar I-40 West, Inc.                                             Oklahoma
Georgia Logos, L.L.C.                                             Georgia
Mississippi Logos, L.L.C.                                         Mississippi
New Jersey Logos, L.L.C.                                          New Jersey
Oklahoma Logos, L.L.C.                                            Oklahoma
Interstate Logos, L.L.C.                                          Louisiana
LC Billboard L.L.C.                                               Delaware
Lamar Ohio Outdoor Holding Corp.                                  Ohio
Outdoor Marketing Systems, Inc.                                   Pennsylvania
Outdoor Marketing Systems, LLC                                    Pennsylvania
Lamar Advertising Southwest, Inc.                                 Nevada
Lamar Transit Advertising of New Orleans, LLC                     Delaware
Lamar DOA Tennessee Holdings, Inc.                                Delaware
Lamar DOA Tennessee, Inc.                                         Delaware
Maine Logos, L.L.C.                                               Maine
Trans West Outdoor Advertising, Inc.                              California
Washington Logos, L.L.C.                                          Washington
Lamar Pinnacle Acquisition Co.                                    Georgia
Missouri Logos, a Partnership                                     Missouri

                                      -2-

                                     ANNEX A

                      Form of Registration Rights Agreement

               See Exhibit 10.1 to this Current Report on Form 8-K

                                     ANNEX B

           Restrictions on Offers and Sales Outside the United States

                  In connection with offers and sales of Securities outside the
United States:

         (a) Each Initial Purchaser acknowledges that the Securities have not
been registered under the Securities Act and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons except
pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act.

         (b) Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

                  (i) Such Initial Purchaser has offered and sold the
         Securities, and will offer and sell the Securities, (A) as part of
         their distribution at any time and (B) otherwise until 40 days after
         the later of the commencement of the offering of the Securities and the
         Closing Date, only in accordance with Regulation S under the Securities
         Act ("Regulation S") or Rule 144A or any other available exemption from
         registration under the Securities Act.

                  (ii) None of such Initial Purchaser or any of its affiliates
         or any other person acting on its or their behalf has engaged or will
         engage in any directed selling efforts with respect to the Securities,
         and all such persons have complied and will comply with the offering
         restrictions requirement of Regulation S.

                  (iii) At or prior to the confirmation of sale of any
         Securities sold in reliance on Regulation S, such Initial Purchaser
         will have sent to each distributor, dealer or other person receiving a
         selling concession, fee or other remuneration that purchase Securities
         from it during the distribution compliance period a confirmation or
         notice to substantially the following effect:

         "The Securities covered hereby have not been registered under the U.S.
         Securities Act of 1933, as amended (the "Securities Act"), and may not
         be offered or sold within the United States or to, or for the account
         or benefit of, U.S. persons (i) as part of their distribution at any
         time or (ii) otherwise until 40 days after the later of the
         commencement of the offering of the Securities and the date of original
         issuance of the Securities, except in accordance with Regulation S or
         Rule 144A or any other available exemption from registration under the
         Securities Act. Terms used above have the meanings given to them by
         Regulation S."

                  (iv) Such Initial Purchaser has not and will not enter into
         any contractual arrangement with any distributor with respect to the
         distribution of the Securities, except with its affiliates or with the
         prior written consent of the Company.

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in
this Agreement have the meanings given to them by Regulation S.

         (c) Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

                  (i) it has not offered or sold and, prior to the date six
         months after the Closing Date, will not offer or sell any Securities to
         persons in the United Kingdom except to persons whose ordinary
         activities involve them in acquiring, holding, managing or disposing of
         investments (as principal or agent) for the purposes of their
         businesses or otherwise in circumstances which have not resulted and
         will not result in an offer to the public in the United Kingdom within
         the meaning of the United Kingdom Public Offers of Securities
         Regulations 1995 (as amended);

                  (ii) it has only communicated or caused to be communicated and
         will only communicate or cause to be communicated any invitation or
         inducement to engage in investment activity (within the meaning of
         Section 21 of the United Kingdom Financial Services and Markets Act
         2000 (the "FSMA")) received by it in connection with the issue or sale
         of any Securities in circumstances in which Section 21(1) of the FSMA
         does not apply to the Company or the Guarantors; and

                  (iii) it has complied and will comply with all applicable
         provisions of the FSMA with respect to anything done by it in relation
         to the Securities in, from or otherwise involving the United Kingdom.

         (d) Each Initial Purchaser acknowledges that no action has been or will
be taken by the Company that would permit a public offering of the Securities,
or possession or distribution of the Preliminary Offering Memorandum, the
Offering Memorandum or any other offering or publicity material relating to the
Securities, in any country or jurisdiction where action for that purpose is
required.

                                      -2-

                                     ANNEX C

                  Palmer & Dodge LLP shall have furnished to the Initial
Purchasers their written opinion, as counsel to the Company, addressed to the
Initial Purchasers and dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers, substantially to the effect set forth
below:

                  (i) The Company is validly existing as a corporation and in
         good standing under the laws of the State of Delaware with full
         corporate power and authority to own, lease and operate its properties
         and to conduct its business as described in the Offering Memorandum
         (and any amendment or supplement thereto);

                  (ii) the Securities (A) have been duly authorized and (B) when
         issued and executed and authenticated in accordance with the provisions
         of the Indenture and delivered to the Initial Purchasers in accordance
         with the terms of the Purchase Agreement, will be entitled to the
         benefits of the Indenture, and will constitute valid and legally
         binding obligations of the Company in accordance with their terms;

                  (iii) the Exchange Securities (A) have been duly authorized
         and (B) when issued and executed and authenticated in accordance with
         the provisions of the Indenture, will be entitled to the benefits of
         the Indenture, and will constitute valid and legally binding
         obligations of the Company in accordance with their terms;

                  (iv) (A) the Company has the corporate power and authority to
         enter into the this Agreement, the Indenture and the Registration
         Rights Agreement and to issue, sell and deliver the Securities and the
         Exchange Securities to the Initial Purchasers as provided therein, and
         (B) the Transaction Documents have been duly authorized, executed and
         delivered by the Company;

                  (v) each of the Purchase Agreement, the Registration Rights
         Agreement and the Indenture is a legal, valid and binding agreement of
         the Company, enforceable against the Company in accordance with its
         terms;

                  (vi) each Transaction Document conforms in all material
         respects to the descriptions thereof contained in the Offering
         Memorandum;

                  (vii) neither the issuance, sale or delivery of the
         Securities, nor the execution, delivery or performance of the Purchase
         Agreement, the Registration Rights Agreement or the Indenture, or
         compliance by the Company with the provisions of the Purchase
         Agreement, the Registration Rights Agreement or the Indenture, nor
         consummation by the Company of the transactions contemplated thereby
         constitutes or will constitute a violation or breach of, or a default
         under, the certificate of incorporation or bylaws, the certificate of
         formation or operating agreement, or the partnership agreement or other
         organizational documents of the Company or any of the Subsidiaries or
         any document filed by the Company with the Securities and Exchange
         Commission as an exhibit to any filing on the Form 10-K for the year
         ended December 31, 2001 and on any 10-Q or 8-K filed on or after
         January 1, 2002, or will result in the creation or imposition of any
         lien, charge or encumbrance pursuant to

         any such agreement, indenture, lease or other instrument upon any
         property or assets of the Company or any of the Subsidiaries, nor will
         any such action result in any violation of any existing law,
         regulation, ruling (assuming compliance with all applicable state
         securities and Blue Sky laws), judgment, injunction, order or decree
         known to such counsel, to be applicable to the Company, the
         Subsidiaries or any of their respective properties;

                  (viii) no consent, approval, authorization or other order of,
         or registration or filing with, any court, regulatory body,
         administrative agency or other governmental body, agency, or official
         is required on the part of the Company for the valid issuance and sale
         of the Securities pursuant to the Purchase Agreement, the issuance of
         the Exchange Securities, or the execution, delivery and performance of
         Indenture, except such as may be required under the Securities Act and
         applicable state securities laws as provided in the Registration Rights
         Agreement;

                  (ix) assuming the accuracy of the representations, warranties
         and agreements of the Company and of the Initial Purchasers contained
         in the Purchase Agreement, and the due performance by the Initial
         Purchasers of its agreements as set forth therein, no registration of
         the Securities under the Securities Act or qualification of the
         Indenture under the Trust Indenture Act is required in connection with
         the issuance and sale of the Securities by the Company and the offer,
         resale and delivery of the Securities by the Initial Purchasers in the
         manner contemplated by the Purchase Agreement and the Offering;

                  (x) the statements in the Offering Memorandum under the
         handling "Certain U.S. federal income tax considerations," to the
         extent that they constitute summaries of matters of law or regulation
         or legal conclusions, fairly summarize the matter described therein in
         all material respects;

                  (xi) the Issuers are not, and after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Offering Memorandum none of them will be,
         an "investment company" or an entity "controlled" by an "investment
         company" within the meaning of the Investment Company Act; and

                  (xii) neither the issuance, sale and delivery of the
         Securities nor the application of the proceeds thereof by the Company
         as described in the Offering Memorandum will violate Regulation T, U or
         X of the Board of Governors of the Federal Reserve System or any other
         regulation of such Board of Governors.

                  In giving such opinion, such counsel may limit its opinion to
the law of The Commonwealth of Massachusetts, the Delaware General Corporation
Law and the federal law of the United States. Counsel may rely upon an opinion
or opinions, each dated the Closing Date, of other counsel retained by them or
the Company as to laws of any jurisdiction other than the United States, the
State of Delaware or the Commonwealth of Massachusetts, provided that (1) each
such local counsel is acceptable to you, (2) such reliance is expressly
authorized by each opinion so relied upon and a copy of each such opinion is
delivered

                                      -2-

to the Initial Purchasers and is, in form and substance reasonably satisfactory
to the Initial Purchasers and your counsel, and (3) counsel shall state in their
opinion that they believe that they and the Initial Purchasers are justified in
relying thereon. Such counsel may also limit its opinion in paragraphs (ii),
(iii) and (v) above as subject to bankruptcy, insolvency, fraudulent transfer,
regorganziation, moratorium and other similar laws of general applicability
relating to or affecting the creditors' rights and remedies and to general
principles of equity (whether considered in proceeding in equity or at law).
Such counsel may also express no opinion with respect to any provision of the
Transaction Documents to the extent that such provision purports to exculpate
any person thereby or grants rights of indemnification that may violate public
policy, and insofar as enforceability of such provision may be limited under
state securities laws.

                  For purposes of the opinions in the foregoing clauses (ii),
(iii) and (v), insofar as such opinions relate to enforceability, such counsel
may assume that the law of Massachusetts governed, notwithstanding the
recitation in such instruments that the law of another jurisdiction govern.

                  In addition to the matters set forth above, such opinion shall
also contain a statement to the effect that, although counsel has not
undertaken, except as otherwise indicated in their opinion, to determine
independently, and does not assume any responsibility for, the accuracy or
completeness of the statements in the Offering Memorandum, such counsel has
participated in the preparation of the Offering Memorandum, including review and
discussion of the contents thereof, and nothing has come to the attention of
such counsel that has caused it to believe (i) that the Offering Memorandum, and
any amendment or supplement thereto, as of the date thereof and the Closing
Date, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements and the notes thereto and the schedules and
other financial and statistical data included in the Offering Memorandum).

                  The opinion of Palmer & Dodge LLP described above shall be
rendered to the Initial Purchasers at the request of the Company and shall so
state therein.

                                      -3-

                                     ANNEX D

                  Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P.
shall have furnished to the Initial Purchasers their written opinion, as counsel
to the Issuers, addressed to the Initial Purchasers and dated the Closing Date,
in form and substance reasonably satisfactory to the Initial Purchasers,
substantially to the effect set forth below.

                  (i) The Company is duly registered and qualified to conduct
         its business and is in good standing in each jurisdiction or place
         where the nature of its properties or the conduct of its business
         requires such registration or qualification, except where the failure
         so to register or qualify does not have, individually or in the
         aggregate, a material adverse effect on the condition (financial or
         other), business, properties, net worth or results of operations of the
         Company and the Subsidiaries taken as a whole;

                  (ii) each of the Subsidiaries is a corporation, partnership or
         limited liability company duly organized and validly existing in good
         standing under the laws of the jurisdiction of its organization, with
         full corporate, partnership or limited liability company power and
         authority, as the case may be, to own, lease, and operate its
         properties and to conduct its business as described in the Offering
         Memorandum (and any amendment or supplement thereto); and all the
         outstanding shares of capital stock or other equity interests of each
         of the Subsidiaries have been duly authorized and validly issued, are
         fully paid and nonassessable, and are owned by the Company, except as
         disclosed in the Offering Memorandum, directly, or indirectly through
         one of the other Subsidiaries free and clear of any perfected security
         interest, or, to the best knowledge of such counsel after reasonable
         inquiry, any other security interest, lien, adverse claim, equity or
         other encumbrance;

                  (iii) the authorized and outstanding capital stock of the
         Company is as set forth under the caption "Capitalization" in the
         Offering Memorandum; and all the outstanding shares of capital stock of
         the Company have been duly authorized and validly issued, and are fully
         paid and nonassessable and free of any pre-emptive or to the best
         knowledge of such counsel, similar rights;

                  (iv) to the best knowledge of such counsel (A) other than as
         described or contemplated in the Offering Memorandum (or any supplement
         thereto), there are no legal or governmental proceedings pending or
         threatened against the Company or any of the Subsidiaries, or to which
         the Company or any of the Subsidiaries, or any of their property, is
         subject, which would be required to be described in the Offering
         Memorandum if it were a prospectus included in a registration statement
         on Form S-3 that are not described in the Offering Memorandum (or any
         amendment or supplement thereto) and (B) there are no agreements,
         contracts, indentures, leases or other instruments, that would be
         required to be described in the Offering Memorandum if it were a
         prospectus included in a registration statement on Form S-3 that are
         not described in the Offering Memorandum (or any amendment or
         supplement thereto);

                  (v) neither the issuance or sale of the Guarantees, nor the
         execution, delivery or performance of the Purchase Agreement, the
         Registration Rights Agreement,

         or the Indenture or compliance by the Guarantors with all the
         provisions of the Purchase Agreement, the Registration Rights Agreement
         or the Indenture, nor consummation by the Guarantors of the
         transactions contemplated thereby constitutes or will constitute a
         violation or breach of, or a default under, the certificate of
         incorporation or bylaws, the certificate of formation or operating
         agreement, or the partnership agreement or other organizational
         documents of the Guarantors or, to our knowledge, any material
         agreement, indenture, lease or other instrument to which they are a
         party or by which any of them or any of their respective properties is
         bound, or will result in the creation or imposition of any lien, charge
         or encumbrance pursuant to any such agreement, indenture, lease or
         other instrument upon any property or assets of any of the Guarantors,
         nor will any such action result in any violation of any existing law,
         regulation, ruling (assuming compliance with all applicable state
         securities and Blue Sky laws), judgment, injunction, order or decree
         known to such counsel to be applicable to the Guarantors or any of
         their respective properties;

                  (vi) no consent, approval, authorization or other order of, or
         registration or filing with, any court, regulatory body, administrative
         agency or other governmental body, agency, or official is required to
         be obtained or made by any Guarantor for the valid issuance and sale of
         the Guarantees and the guarantees of the Exchange Securities pursuant
         to the Transaction Documents, except such as may be required under the
         Securities Act and applicable state securities laws as provided in the
         Registration Rights Agreement;

                  (vii) the Guarantees have been duly authorized and validly
         issued by each of the Guarantors, and when the Securities are executed
         and authenticated in accordance with the Indenture and delivered to the
         Initial Purchasers in accordance with the terms of the Purchase
         Agreement, the Securities will be entitled to the benefits of the
         Guarantees, and the Guarantees will constitute valid and legally
         binding agreements of each of the Guarantors in accordance with their
         terms set forth in the Indenture except that the enforceability thereof
         may be (A) bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to creditors' rights generally and (B) general
         principles of equity (whether considered in a proceeding in equity or
         at law) and the discretion of the court before which the proceedings
         may be brought;

                  (viii) the guarantees of the Exchange Securities have been
         duly authorized and validly issued by each of the Guarantors, and when
         the guarantees of the Exchange Securities are executed and
         authenticated in accordance with the terms of the Registration Rights
         Agreement, the Exchange Securities will be entitled to the benefits of
         the guarantees of the Exchange Securities, and the guarantees of the
         Exchange Securities will constitute valid and legally binding
         agreements of each of the Guarantors in accordance with their terms set
         forth in the Indenture except that (i) the enforceability thereof may
         be limited by (A) bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to creditors' rights generally and (B) general
         principles of equity (whether considered in a proceeding in equity or
         at law) and the discretion of the court before which the proceedings
         may be brought;

                                      -2-

                  (ix) (A) each of the Guarantors has the corporate or
         partnership power and authority, as the case may be, to enter into the
         Transaction Documents, to the extent each is a party thereto, and to
         issue its Guarantee and its guarantees of the Exchange Securities, as
         provided therein, and (B) each of the Transaction Documents has been
         duly authorized, executed and delivered by each of the Guarantors, to
         the extent each is a party thereto; and

                  (x) each of the Indenture, Registration Rights Agreement and
         Purchase Agreement is a legal, valid and binding agreement of each of
         the Guarantors, enforceable against each of them in accordance with its
         terms except that (a) enforceability thereof may be limited by (A)
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally and (B) general principles of equity
         (whether considered in a proceeding in equity or at law) and the
         discretion of the court before which the proceedings may be brought and
         (C) to the extent that the indemnification provisions thereof may be
         unenforceable.

                  In addition to the matters set forth above, such opinion shall
also contain a statement to the effect that, although counsel has not
undertaken, except as otherwise indicated in their opinion, to determine
independently, and does not assume any responsibility for, the accuracy or
completeness of the statements in the Offering Memorandum, such counsel has
reviewed the Offering Memorandum, and nothing has come to the attention of such
counsel that has caused it to believe (i) that the Offering Memorandum, and any
amendment thereto, as of the date thereof and the Closing Date, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (it being
understood that such counsel need express no opinion with respect to the
financial statements and the notes thereto and the schedules and other financial
and statistical data included in the Offering Memorandum).

                  In giving such opinions, such counsel may (a) limit its
opinion to the federal laws of the United States, the law of the State of
Louisiana, the General Corporation Law of the State of Delaware and the
corporation, partnership and limited liability company statutes of the
jurisdictions of incorporation or organization of each of the Guarantors; (b)
disclaim its opinion as to any provision of the Transaction Documents which
purports to exculpate any person thereby or grant rights of indemnification that
may violate public policy, and to the extent enforceability of such provision
may be limited under state securities laws. For purposes of the opinions in
clauses (vii), (viii) and (x) above, to the extent such opinions relate to
enforceability, such counsel may assume that the law of Louisiana governs,
notwithstanding the recitation in such instruments that the law of another
jurisdiction govern.

                  The opinion of Kean, Miller, Hawthorne, D'Armond, McCowan &
Jarman, L.L.P. described above shall be rendered to the Initial Purchasers at
the request of the Issuers and shall so state therein.

                                      -3-

                                     ANNEX E

                  James R. McIlwain, Esq. shall have furnished to the Initial
Purchasers his written opinion, as general counsel to the Issuers, addressed to
the Initial Purchasers and dated the Closing Date, in form and substance
reasonably satisfactory to the Initial Purchasers, substantially to the effect
set forth below.

                  (i) the Company and each of the Subsidiaries has corporate
         power and authority, and all necessary governmental authorizations,
         approvals, orders, licenses, certificates, franchises and permits of
         and from all governmental regulatory officials and bodies (except where
         the failure so to have any such authorizations, approvals, orders,
         licenses, certificates, franchises or permits, individually or in the
         aggregate, would not have a material adverse effect on the business,
         properties, operations or financial condition of the Company and the
         Subsidiaries taken as a whole), to own their respective properties and
         to conduct their respective businesses as now being conducted, as
         described in the Offering Memorandum;

                  (ii) to the best of his knowledge, other than as described or
         contemplated in the Offering Memorandum (or any amendment or supplement
         thereto), there are no legal or governmental proceedings pending or
         threatened against the Company or any of the Subsidiaries, or to which
         the Company or any of the Subsidiaries, or any of their property, is
         subject, which would be required to be described in the Offering
         Memorandum if it were a prospectus included in a registration statement
         on Form S-3 and are not described in the Offering Memorandum (or any
         amendment or supplement thereto);

                  (iii) to the best of his knowledge, there are no agreements,
         contracts, indentures, leases or other instruments, which would be
         required to be described in the Offering Memorandum were a prospectus
         included in a registration statement on Form S-3 that are not described
         in the Offering Memorandum (or any amendment or supplement thereto);

                  (iv) neither the Company nor any of the Subsidiaries (A) is in
         violation of its respective certificate of incorporation or bylaws,
         certificate of formation or operating agreement, partnership agreement
         or other organizational documents, (B) to the best knowledge of such
         counsel after reasonable inquiry, is in default in the performance of
         any material obligation, agreement or condition contained in any bond,
         debenture, note or other evidence of indebtedness, except as may be
         disclosed in the Offering Memorandum or (C) is in violation of any law,
         ordinance, administrative or governmental rule or regulation applicable
         to the Company or any of the Subsidiaries or of any decree of any court
         or governmental agency or body having jurisdiction over the Company or
         any of the Subsidiaries which default or violation in the case of
         either clause (B) or (C), either individually or in the aggregate,
         would be reasonably likely to have a Material Adverse Effect;

                  (v) except as described in the Offering Memorandum, there are
         no outstanding options, warrants or other rights calling for the
         issuance of, and such counsel does not know of any commitment, plan or
         arrangement to issue, any shares of

         capital stock of the Company or any security convertible into or
         exchangeable or exercisable for capital stock of the Company;

                  (vi) except as described in the Offering Memorandum, there is
         no holder of any security of the Company or any other person who has
         the right, contractual or otherwise, to cause the Company to sell or
         otherwise issue to them, or to permit them to underwrite the sale of,
         the Securities or the right to have any securities of the Company
         included in or the right to require registration under the Securities
         Act of 1933, as amended, of any securities of the Company; and

                  (vii) the statements in the Offering Memorandum under the
         captions "Risk Factors - Our operations are significantly impacted by
         the regulation of outdoor advertising by federal, state and local
         governments" and "Business -- Regulation", insofar as such statements
         constitute a summary of regulatory matters relating to the outdoor
         advertising industry, fairly describe the regulatory matters relating
         to such industry.

                  In addition to the matters set forth above, such opinion shall
also contain a statement to the effect that nothing has come to the attention of
such counsel that has caused it to believe that the Offering Memorandum, and any
amendment thereto as of the date thereof or the Closing Date, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (it being
understood that such counsel need express no opinion with respect to the
financial statements and the notes thereto and the schedules and other financial
and statistical data included in the Offering Memorandum).

                  The opinion of James R. McIlwain, Esq. described above shall
be rendered to the Initial Purchasers at the request of the Issuers and shall so
state therein.

                                      -2-

                                                                     EXHIBIT 4.1

                               LAMAR MEDIA CORP.,

                                 THE GUARANTORS

                                       AND

           WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, AS TRUSTEE

                                    INDENTURE

                          DATED AS OF DECEMBER 23, 2002

                    7 1/4% SENIOR SUBORDINATED NOTES DUE 2013

                              CROSS-REFERENCE TABLE

TIA SECTION                                                                            INDENTURE SECTION
                                                                                    
       310(a)(1)....................................................................   7.10
          (a)(2)....................................................................   7.10
          (a)(3)....................................................................   N.A.
          (a)(4)....................................................................   N.A.
          (a)(5)....................................................................   7.10
          (b).......................................................................   7.08; 7.10; 12.02
          (b)(1)....................................................................   7.10
          (b)(9)....................................................................   7.10
          (c).......................................................................   N.A.
       311(a).......................................................................   7.11
          (b).......................................................................   7.11
          (c).......................................................................   N.A.
       312(a).......................................................................   2.05
          (b).......................................................................   12.03
          (c).......................................................................   12.03
       313(a).......................................................................   7.06
          (b)(1)....................................................................   7.06
          (b)(2)....................................................................   7.06
          (c).......................................................................   7.06; 12.02
          (d).......................................................................   7.06
       314(a).......................................................................   4.02; 4.04; 12.02
          (b).......................................................................   N.A.
          (c)(1)....................................................................   12.04; 12.05
          (c)(2)....................................................................   12.04; 12.05
          (c)(3)....................................................................   N.A.
          (d).......................................................................   N.A.
          (e).......................................................................   12.05
          (f).......................................................................   N.A.
       315(a).......................................................................   7.01; 7.02
          (b).......................................................................   7.05; 12.02
          (c).......................................................................   7.01
          (d).......................................................................   6.05; 7.01; 7.02
          (e).......................................................................   6.11
       316(a)(last sentence)........................................................   12.06
          (a)(1)(A).................................................................   6.05
          (a)(1)(B).................................................................   6.04
          (a)(2)....................................................................   8.02
          (b).......................................................................   6.07
          (c).......................................................................   8.04
       317(a)(1)....................................................................   6.08
          (a)(2)....................................................................   6.09
          (b).......................................................................   2.04; 7.12
       318(a).......................................................................   12.01

N.A.  means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture.

                                TABLE OF CONTENTS

                                                                                                           PAGE
                                                                                                     
                                                     ARTICLE 1

                                    DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.        Definitions..............................................................................1
Section 1.02.        Other Definitions.......................................................................20
Section 1.03.        Incorporation by Reference of Trust Indenture Act.......................................22
Section 1.04.        Rules of Construction...................................................................22

                                                     ARTICLE 2

                                                     THE NOTES

Section 2.01.        Form and Dating.........................................................................23
Section 2.02.        Execution and Authentication............................................................24
Section 2.03.        Registrar and Paying Agent..............................................................26
Section 2.04.        Paying Agent To Hold Assets in Trust....................................................26
Section 2.05.        Noteholder Lists........................................................................27
Section 2.06.        Transfer and Exchange...................................................................27
Section 2.07.        Replacement Notes.......................................................................28
Section 2.08.        Outstanding Notes.......................................................................29
Section 2.09.        Temporary Notes.........................................................................29
Section 2.10.        Cancellation............................................................................29
Section 2.11.        Defaulted Interest......................................................................30
Section 2.12.        Deposit of Moneys.......................................................................30
Section 2.13.        CUSIP Number............................................................................30
Section 2.14.        Book-Entry Provisions for Global Notes..................................................30
Section 2.15.        Special Transfer Provisions.............................................................32

                                                     ARTICLE 3

                                                    REDEMPTION

Section 3.01.        Notices to Trustee......................................................................35
Section 3.02.        Selection by Trustee of Notes To Be Redeemed............................................35
Section 3.03.        Notice of Redemption....................................................................36
Section 3.04.        Effect of Notice of Redemption..........................................................37
Section 3.05.        Deposit of Redemption Price.............................................................37
Section 3.06.        Notes Redeemed in Part..................................................................37

                                      -ii-

                                                                                                           PAGE
                                                                                                     
                                                     ARTICLE 4

                                                     COVENANTS

Section 4.01.        Payment of Notes........................................................................38
Section 4.02.        SEC Reports.............................................................................38
Section 4.03.        Waiver of Stay, Extension or Usury Laws.................................................38
Section 4.04.        Compliance Certificate..................................................................39
Section 4.05.        Payment of Taxes and Other Claims.......................................................39
Section 4.06.        Maintenance of Properties and Insurance.................................................40
Section 4.07.        Compliance with Laws....................................................................40
Section 4.08.        Corporate Existence.....................................................................41
Section 4.09.        Maintenance of Office or Agency.........................................................41
Section 4.10.        Limitation on Additional Indebtedness and Preferred Stock of Restricted
                         Subsidiaries........................................................................42
Section 4.11.        Limitation on Issuances and Sales of Preferred Stock by Restricted
                         Subsidiaries........................................................................42
Section 4.12.        Limitation on Restricted Payments.......................................................42
Section 4.13.        Limitation on Other Senior Subordinated Debt............................................45
Section 4.14.        Limitation on Certain Asset Sales.......................................................45
Section 4.15.        Limitation on Transactions with Affiliates..............................................48
Section 4.16.        Limitations on Liens....................................................................49
Section 4.17.        Limitation on Dividends and Other Payment Restrictions Affecting
                         Subsidiaries........................................................................49
Section 4.18.        Guarantees of Certain Indebtedness......................................................50
Section 4.19.        Payments for Consent....................................................................50
Section 4.20.        Change of Control.......................................................................50
Section 4.21.        Board Action............................................................................53

                                                     ARTICLE 5

                                               SUCCESSOR CORPORATION

Section 5.01.        Limitation on Consolidation, Merger and Sale of Assets..................................53
Section 5.02.        Successor Person Substituted............................................................54

                                                     ARTICLE 6

                                               DEFAULTS AND REMEDIES

Section 6.01.        Events of Default.......................................................................54
Section 6.02.        Acceleration............................................................................56
Section 6.03.        Other Remedies..........................................................................56

                                      -21-

                                                                                                           PAGE
                                                                                                     
Section 6.04.        Waiver of Past Defaults and Events of Default...........................................57
Section 6.05.        Control by Majority.....................................................................57
Section 6.06.        Limitation on Suits.....................................................................57
Section 6.07.        Rights of Holders To Receive Payment....................................................58
Section 6.08.        Collection Suit by Trustee..............................................................58
Section 6.09.        Trustee May File Proofs of Claim........................................................58
Section 6.10.        Priorities..............................................................................59
Section 6.11.        Undertaking for Costs...................................................................59

                                                     ARTICLE 7

                                                      TRUSTEE

Section 7.01.        Duties of Trustee.......................................................................60
Section 7.02.        Rights of Trustee.......................................................................61
Section 7.03.        Individual Rights of Trustee............................................................62
Section 7.04.        Trustee's Disclaimer....................................................................62
Section 7.05.        Notice of Default.......................................................................63
Section 7.06.        Reports by Trustee to Holders...........................................................63
Section 7.07.        Compensation and Indemnity..............................................................63
Section 7.08.        Replacement of Trustee..................................................................64
Section 7.09.        Successor Trustee by Consolidation, Merger or Conversion................................65
Section 7.10.        Eligibility; Disqualification...........................................................65
Section 7.11.        Preferential Collection of Claims Against Company.......................................65
Section 7.12.        Paying Agents...........................................................................65

                                                     ARTICLE 8

                                        AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.        Without Consent of Holders..............................................................66
Section 8.02.        With Consent of Holders.................................................................66
Section 8.03.        Compliance with Trust Indenture Act.....................................................68
Section 8.04.        Revocation and Effect of Consents.......................................................68
Section 8.05.        Notation on or Exchange of Notes........................................................69
Section 8.06.        Trustee To Sign Amendments, etc.........................................................69

                                                     ARTICLE 9

                                        DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.        Discharge of Indenture..................................................................69
Section 9.02.        Legal Defeasance........................................................................70

                                      -iii-

                                                                                                           PAGE
                                                                                                     
Section 9.03.        Covenant Defeasance.....................................................................70
Section 9.04.        Conditions to Legal Defeasance or Covenant Defeasance...................................70
Section 9.05.        Deposited Money and U.S. Government Obligations To Be Held in Trust;
                         Other Miscellaneous Provisions......................................................72
Section 9.06.        Reinstatement...........................................................................73
Section 9.07.        Moneys Held by Paying Agent.............................................................73
Section 9.08.        Moneys Held by Trustee..................................................................73

                                                    ARTICLE 10

                                                GUARANTEE OF NOTES

Section 10.01.       Guarantee...............................................................................74
Section 10.02.       Execution and Delivery of Guarantees....................................................75
Section 10.03.       Limitation of Guarantee.................................................................76
Section 10.04.       Additional Guarantors...................................................................76
Section 10.05.       Release of Guarantor....................................................................76
Section 10.06.       Guarantee Obligations Subordinate to Senior Indebtedness................................77
Section 10.07.       No Payment on Guarantees in Certain Circumstances.......................................77
Section 10.08.       Guarantee Obligations Subordinated to Prior Payment of All Senior
                         Indebtedness of Guarantors on Dissolution, Liquidation or
                         Reorganization......................................................................78
Section 10.09.       Holders To Be Subrogated to Rights of Holders of Senior Indebtedness of
                         Guarantors..........................................................................79
Section 10.10.       Application of Certain Article 11 Provisions............................................80
Section 10.11.       Contribution............................................................................80

                                                    ARTICLE 11

                                              SUBORDINATION OF NOTES

Section 11.01.       Notes Subordinate to Senior Indebtedness................................................80
Section 11.02.       No Payment on Notes in Certain Circumstances............................................81
Section 11.03.       Notes Subordinated to Prior Payment of All Senior Indebtedness on
                         Dissolution, Liquidation or Reorganization..........................................82
Section 11.04.       Holders To Be Subrogated to Rights of Holders of Senior Indebtedness....................83
Section 11.05.       Obligations of the Company Unconditional................................................84
Section 11.06.       Trustee Entitled To Assume Payments Not Prohibited in Absence of Notice.................84
Section 11.07.       Application by Trustee of Assets Deposited With It......................................84

                                      -iv-

                                                                                                           PAGE
                                                                                                     
Section 11.08.       Subordination Rights Not Impaired by Acts of or Omissions of the Company
                         or Holders of Senior Indebtedness...................................................85
Section 11.09.       Holders Authorize Trustee To Effectuate Subordination of Notes..........................85
Section 11.10.       Right of Trustee To Hold Senior Indebtedness............................................86
Section 11.11.       Article 11 Not To Prevent Events of Default.............................................86
Section 11.12.       No Fiduciary Duty of Trustee to Holders of Senior Indebtedness..........................86

                                                    ARTICLE 12

                                                   MISCELLANEOUS

Section 12.01.       Trust Indenture Act Controls............................................................86
Section 12.02.       Notices.................................................................................87
Section 12.03.       Communications by Holders with Other Holders............................................88
Section 12.04.       Certificate and Opinion as to Conditions Precedent......................................88
Section 12.05.       Statements Required in Certificate and Opinion..........................................88
Section 12.06.       When Treasury Notes Disregarded.........................................................89
Section 12.07.       Rules by Trustee and Agents.............................................................89
Section 12.08.       Business Days; Legal Holidays...........................................................89
Section 12.09.       Governing Law...........................................................................89
Section 12.10.       No Adverse Interpretation of Other Agreements...........................................90
Section 12.11.       No Recourse Against Others..............................................................90
Section 12.12.       Successors..............................................................................90
Section 12.13.       Multiple Counterparts...................................................................90
Section 12.14.       Table of Contents, Headings, etc........................................................90
Section 12.15.       Separability............................................................................90

EXHIBITS

Exhibit A   -  Form of Face and Reverse of Initial Note.....................................................A-1
Exhibit B   -  Form of Face and Reverse of Exchange Note....................................................B-1
Exhibit C   -  Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB
               Institutional Accredited Investors...........................................................C-1
Exhibit D   -  Form of Certificate To Be Delivered in Connection with Transfers Pursuant to
               Rule 144A....................................................................................D-1
Exhibit E   -  Form of Certificate To Be Delivered in Connection with Transfers Pursuant to
               Regulation S.................................................................................E-1

                                      -v-

                  INDENTURE, dated as of December 23, 2002, among LAMAR MEDIA
CORP., a Delaware corporation, as Issuer (the "Company"), the GUARANTORS (as
hereinafter defined), and WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, a
national association organized under the laws of the United States of America,
as Trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (i) the
Company's 7 1/4% Senior Subordinated Notes due 2013, issued on the date hereof
(the "Initial Notes"), (ii) when and if issued, an unlimited principal amount of
Additional Notes, and (iii) when and if issued pursuant to a registered exchange
for Notes, the Company's 7 1/4% Senior Subordinated Notes due 2013 (the
"Exchange Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person
(including an Unrestricted Subsidiary) existing at the time such Person becomes
a Restricted Subsidiary or assumed in connection with the acquisition of assets
from such Person.

                  "Additional Notes" means an unlimited principal amount of
Notes (other than the Initial Notes) issued under this Indenture in accordance
with Sections 2.02 and 4.10 hereof, as part of the same series as the Initial
Notes.

                  "Adjusted Net Assets" of a Guarantor at any date shall mean
the lesser of (x) the amount by which the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities), but excluding liabilities under the Guarantee of such
Guarantor at such date and (y) the amount by which the present fair salable
value of the assets of such Guarantor at such date exceeds the amount that will
be required to pay the probable liability of such Guarantor on its debts (after
giving effect to all other fixed and contingent liabilities and after giving
effect to any collection from any Subsidiary of such Guarantor in respect of the
obligations of such Subsidiary under the Guarantee), excluding Indebtedness in
respect of the Guarantee, as they become absolute and matured.

                  "Advertising Displays" mean all posters, signs (including logo
sign structures), billboards and other outdoor advertising displays and related
contracts and sites therefor owned or leased (as lessee) by the Company and the
Restricted Subsidiaries.

                                      -2-

                  "Affiliate" of any specified Person means any other Person
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

                  "Agent" means any Registrar, Paying Agent, co-registrar or
agent for service of notices and demands.

                  "Asset Acquisition" means (i) an Investment by the Company or
any Restricted Subsidiary in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be consolidated or merged with the
Company or any Restricted Subsidiary or (ii) the acquisition by the Company or
any Restricted Subsidiary of assets of any Person.

                  "Asset Sale" means the sale, transfer or other disposition
(other than to the Company or any of the Restricted Subsidiaries) in any single
transaction or series of related transactions having a fair market value in
excess of $5 million of (a) any Capital Stock of or other equity interest in any
Restricted Subsidiary, (b) all or substantially all of the assets of any
business owned by the Company or any Restricted Subsidiary or a division, line
of business or comparable business segment of the Company or any Restricted
Subsidiary or (c) any other assets or property of the Company or of any
Restricted Subsidiary (whether real or personal property). For purposes of this
definition, the term Asset Sale shall not include any sale, transfer or other
disposition that is (i) governed by and made in accordance with Section 5.01,
(ii) to the Company or a Wholly-Owned Restricted Subsidiary that is a Guarantor,
or (iii) involving obsolete, worn-out, excess or redundant equipment.

                  "Asset Sale Proceeds" means, with respect to any Asset Sale,
(i) cash received by the Company or any Restricted Subsidiary from such Asset
Sale (including cash received as consideration for the assumption of liabilities
incurred in connection with or in anticipation of such Asset Sale), after (a)
provision for all income or other taxes measured by or resulting from such Asset
Sale, (b) payment of all brokerage commissions, underwriting and other fees and
expenses related to such Asset Sale (including, without limitation, reasonable
attorneys' fees and expenses), and (c) deduction of appropriate amounts to be
provided by the Company or such Restricted Subsidiary as a reserve, in
accordance with GAAP, against any liabilities associated with the assets sold or
disposed of in such Asset Sale and retained by the Company or such Restricted
Subsidiary after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
the assets sold or disposed of in such Asset Sale, and (ii) promissory notes and
other noncash consideration received by the

                                      -3-

Company or any Restricted Subsidiary from such Asset Sale or other disposition
upon the liquidation or conversion of such notes or noncash consideration into
cash.

                  "Available Asset Sale Proceeds" means, with respect to any
Asset Sale, the aggregate Asset Sale Proceeds from such Asset Sale that have not
been applied in accordance with clauses (iii)(a) or (iii)(b) of Section 4.14,
and which have not been the basis for an Excess Proceeds Offer in accordance
with clause (iii)(c), in each case, of such Section 4.14.

                  "Average Life to Stated Maturity" means, with respect to any
Indebtedness, as at any date of determination, the quotient obtained by dividing
(i) the sum of the products of (a) the number of years (or any fraction thereof)
from such date to the date or dates of each successive scheduled principal
payment (including, without limitation, any sinking fund requirements) of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

                  "Board of Directors" means the Board of Directors of the
Company or a Guarantor, as appropriate, or any committee authorized to act
therefor.

                  "Board Resolution" means a copy of a resolution certified
pursuant to an Officers' Certificate to have been duly adopted by the Board of
Directors of the Company or a Guarantor, as appropriate, and to be in full force
and effect, and delivered to the Trustee.

                  "Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing.

                  "Capitalized Lease Obligations" means Indebtedness represented
by obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

                  "Change of Control" means the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding Permitted Holders, is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person or group shall be deemed to have "beneficial
ownership" of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time,
upon the happening of an event or otherwise), directly or indirectly, of more
than 35% of the total voting power of all Voting Stock of Parent; provided,
however, that the Permitted Holders (i) "beneficially own" (as so defined) a
lower percentage of such total voting power with respect to the Voting Stock
than such other "person" or "group" and (ii) do not have the right or

                                      -4-

ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors of Parent; (b) the Company or
Parent consolidates with, or merges with or into, another Person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, the Company or Parent, as the case may be, in any such
event pursuant to a transaction in which the outstanding Voting Stock of the
Company or Parent, as the case may be, is converted into or exchanged for cash,
securities or other property, other than any such transaction where (i) the
outstanding Voting Stock of the Company or Parent, as the case may be, is
converted into or exchanged for (1) Voting Stock (other than Disqualified
Capital Stock) of the surviving or transferee corporation or (2) cash,
securities and other property in an amount which could then be paid by the
Company or Parent, as the case may be, as a Restricted Payment under this
Indenture, or a combination thereof, and (ii) immediately after such transaction
no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act), excluding Permitted Holders, is the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or
group shall be deemed to have "beneficial ownership" of all securities that such
person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time, upon the happening of an event or
otherwise), directly or indirectly, of more than 50% of the total voting power
of all Voting Stock of the surviving or transferee corporation; (c) at any time
during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of Parent (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of Parent was approved by a vote of at least
66-2/3% of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of Parent then in office; (d) the Company is liquidated or
dissolved or adopts a plan of liquidation; or (e) at any time, the Company
ceases to be a directly or indirectly wholly-owned subsidiary of Parent.

                  "Common Stock" of any Person means all Capital Stock of such
Person that is generally entitled to (i) vote in the election of directors of
such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces such party pursuant to Article 5 of
this Indenture and thereafter means the successor and any other primary obligor
on the Notes.

                  "Company Request" means any written request signed in the name
of the Company by its Chief Executive Officer, its President, any Vice
President, its Chief Financial

                                      -5-

Officer or its Treasurer and attested to by the Secretary or any Assistant
Secretary of the Company.

                  "Consolidated Interest Expense" means, for any period, the
aggregate amount of interest which, in conformity with GAAP, would be set forth
opposite the caption "interest expense" or any like caption on an income
statement for the Company and its Restricted Subsidiaries on a consolidated
basis (including, but not limited to, imputed interest included in Capitalized
Lease Obligations, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, the net
costs associated with hedging obligations, the interest portion of any deferred
payment obligation, amortization of discount or premium, if any, and all other
non-cash interest expense (other than interest amortized to cost of sales))
plus, without duplication, all net capitalized interest for such period and all
interest incurred or paid under any guarantee of Indebtedness (including a
guarantee of principal, interest or any combination thereof) of any Person, plus
an amount equal to the product of (a) the aggregate dividends paid on
Disqualified Capital Stock during such period and (b) a fraction, the numerator
of which is one and the denominator of which is one minus the Company's then
effective combined tax rate, to the extent paid; provided, however, that
"Consolidated Interest Expense" shall exclude the amortization of deferred
financing fees.

                  "Consolidated Net Income" means, for any period, the aggregate
of the Net Income of the Company and its Restricted Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided,
however, that (a) the Net Income of any Person (the "other Person") in which the
Company or any of its Restricted Subsidiaries has less than a 100% interest
(which interest does not cause the net income of such other Person to be
consolidated into the net income of the Company in accordance with GAAP) shall
be included only to the extent of the amount of dividends or distributions paid
to the Company or such Restricted Subsidiary, (b) the Net Income of any
Restricted Subsidiary that is subject to any restriction or limitation on the
payment of dividends or the making of other distributions (other than pursuant
to the Notes or this Indenture or under the Senior Credit Facility) shall be
excluded to the extent of such restriction or limitation, except that to the
extent that any such restriction or limitation results solely from covenant
limitations under any SBA Indebtedness, there shall not be deducted that portion
of such Restricted Subsidiary's Net Income which exceeds the outstanding
aggregate principal amount of such SBA Indebtedness, (c)(i) the Net Income of
any Person acquired in a pooling of interests transaction for any period prior
to the date of such acquisition and (ii) any net gain (but not loss) resulting
from an Asset Sale by the Company or any of its Restricted Subsidiaries other
than in the ordinary course of business shall be excluded, and (d) extraordinary
gains and losses shall be excluded.

                  "Consolidated Net Tangible Assets" means the book value of the
assets of the Company and its Restricted Subsidiaries (other than patents,
patent rights, trademarks, trade names, franchises, copyrights, licenses,
permits, goodwill and other intangible assets

                                      -6-

classified as such in accordance with GAAP) after all applicable deductions in
accordance with GAAP (including, without limitation, reserves for doubtful
receivables, obsolescence, depreciation and amortization) less all liabilities
of the Company and its Restricted Subsidiaries determined in accordance with
GAAP.

                  "Convertible Notes" means the 5 1/4% Convertible Notes due
2006 issued by Parent on August 10, 1999.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 9300 Shelbyville Road, Suite 507, Louisville, Kentucky 40222.

                  "Cumulative Consolidated Interest Expense" means, as of any
date of determination, Consolidated Interest Expense of the Company from the
Issue Date to the end of the Company's most recently ended full fiscal quarter
prior to such date, taken as a single accounting period.

                  "Cumulative EBITDA" means, as of any date of determination,
EBITDA of the Company from the Issue Date to the end of the Company's most
recently ended full fiscal quarter prior to such date, taken as a single
accounting period.

                  "Default" means any event that is, or with the passing of time
or giving of notice or both would be, an Event of Default.

                  "Depository" means, with respect to Global Notes, the Person
designated as Depository pursuant to Section 2.01 until a successor Depository
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depository" shall mean each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, such Persons.

                  "Designated Senior Indebtedness," as to the Company or any
Guarantor, as the case may be, means any Senior Indebtedness (a) under or in
respect of the Senior Credit Facility, or (b) which at the time of determination
exceeds $10 million in aggregate principal amount (or accreted value in the case
of Indebtedness issued at a discount) outstanding or available under a committed
facility, and (i) which is specifically designated in the instrument evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" and (ii) as to
which the Trustee has been given written notice of such designation.

                  "Disqualified Capital Stock" means any Capital Stock of the
Company or any Restricted Subsidiary which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable at the
option of the holder thereof), or upon the

                                      -7-

happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the maturity date of the
Notes, for cash or securities constituting Indebtedness.

                  "EBITDA" means, for any Person, for any period, an amount
equal to (a) the sum of, without duplication, (i) Consolidated Net Income for
such period, plus (ii) the provision for taxes for such period based on income
or profits to the extent such income or profits were included in computing
Consolidated Net Income and any provision for taxes utilized in computing net
loss under clause (i) hereof, plus (iii) to the extent it reduces Consolidated
Net Income during such period, Consolidated Interest Expense for such period,
plus (iv) depreciation for such period on a consolidated basis, plus (v)
amortization of intangibles for such period on a consolidated basis, plus (vi)
any other non-cash items reducing Consolidated Net Income for such period, minus
(b) all non-cash items increasing Consolidated Net Income for such period, all
for the Company and its Restricted Subsidiaries determined in accordance with
GAAP.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Offer" shall have the meaning set forth in the
Registration Rights Agreement

                  "fair market value" means, unless otherwise specified, with
respect to any asset or property, the price which could be negotiated in an
arm's-length, free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction. Fair market value shall be determined by the Board of
Directors of the Company acting reasonably and in good faith and shall be
evidenced by a Board Resolution of the Company delivered to the Trustee.

                  "Final Maturity Date" shall be the date fixed in this
Indenture for the final payment of principal on the Notes.

                  "GAAP" means generally accepted accounting principles
consistently applied as in effect in the United States from time to time.

                  "Global Note" shall have the meaning set forth in Section
2.01.

                  "Guarantee" means the guarantee of the Obligations of the
Company with respect to the Notes by each Guarantor pursuant to the terms of
Article 10 hereof.

                  "Guaranteed Permitted Unrestricted Subsidiary Obligations"
shall have the meaning set forth in the definition of "Investments."

                                      -8-

                  "Guarantor" means each Subsidiary of the Company listed on the
signature pages of this Indenture and each Restricted Subsidiary which
thereafter guarantees payment of the Notes and the Exchange Notes pursuant to
the covenant described under Section 4.18.

                  "Holder" or "Noteholder" means the Person in whose name a Note
is registered on the Registrar's books.

                  "incur" means, with respect to any Indebtedness or other
obligation of any Person, to directly or indirectly create, issue, incur (by
conversion, exchange or otherwise), assume, guarantee or otherwise become liable
with respect to (including as a result of an Asset Acquisition), or otherwise
become responsible for, contingently or otherwise any Indebtedness or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Indebtedness or other obligation on the balance sheet of such Person (and
"incurrence," "incurred," "incurrable" and "incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness.

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding any balances that constitute accounts payable
or trade payables, and other accrued liabilities arising in the ordinary course
of business) if and to the extent any of the foregoing indebtedness would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP, and shall also include, to the extent not otherwise included (i) any
Capitalized Lease Obligations of such Person, (ii) obligations secured by a lien
to which the property or assets owned or held by such Person is subject, whether
or not the obligation or obligations secured thereby shall have been assumed
(the amount of such obligation being deemed to be the lesser of the value of
such property or asset or the amount of the obligations so secured), (iii)
guarantees of obligations of other Persons which would be included within this
definition for such other Persons (whether or not such items would appear upon
the balance sheet of the guarantor), (iv) all obligations for the reimbursement
of any obligor on any banker's acceptance or for reimbursement of any obligor on
any letter of credit with respect to drawings made thereunder and not yet
reimbursed, (v) in the case of the Company, Disqualified Capital Stock of the
Company or any Restricted Subsidiary, (vi) obligations of any such Person under
any Interest Rate Agreement applicable to any of the foregoing (if and to the
extent such Interest Rate Agreement obligations would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP) and (vii) the
outstanding amount of any Guaranteed Permitted Unrestricted Subsidiary
Obligations; provided, however, that obligations in respect of performance and
surety bonds and in respect of reimbursement

                                      -9-

obligations for undrawn letters of credit (whether or not secured by a lien)
supporting insurance arrangements and performance and surety bonds, each
incurred in the ordinary course of business and not as a part of a financing
transaction, for the benefit of the Company or any Restricted Subsidiary, shall
not be considered Indebtedness for purposes of this Indenture. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above; provided, however, (a)
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the principal amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP and (b) that Indebtedness shall not
include any liability for Federal, state, local or other taxes.

                  "Indenture" means this Indenture as amended, restated or
supplemented from time to time.

                  "Initial Purchasers" means J.P. Morgan Securities Inc., BNP
Paribas Securities Corp., SunTrust Capital Markets, Inc. and Wachovia
Securities, Inc.

                  "Interest Payment Date" means the stated maturity of an
installment of interest on the Notes.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect the party indicated therein
against fluctuations in interest rates.

                  "Investments" means (x) directly or indirectly, any advance
(other than a deposit of funds in connection with an acquisition provided that
either such acquisition is consummated by or through a Restricted Subsidiary or
such deposit is returned to the Person that made it), account receivable (other
than an account receivable arising in the ordinary course of business), loan or
capital contribution to (by means of transfers of property to others, payments
for property or services for the account or use of others or otherwise), the
purchase of any stock, bonds, notes, debentures, partnership or joint venture
interests or other securities of, the acquisition, by purchase or otherwise, of
all or substantially all of the business or assets or stock or other evidence of
beneficial ownership of, any Person and (y) any Permitted Unrestricted
Subsidiary Obligation to the extent it is guaranteed by the Company or a
Restricted Subsidiary or otherwise is recourse to or obligates the Company or
any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to
the satisfaction thereof ("Guaranteed Permitted Unrestricted Subsidiary
Obligations"). Investments shall exclude extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

                  "Issue Date" means December 23, 2002.

                                      -10-

                  "Junior Security" means any securities of the Company or any
other Person that are (i) equity securities without special covenants or (ii)
subordinated in right of payment to all Senior Indebtedness of the Company or
any Guarantor, as the case may be, to substantially the same extent as, or to a
greater extent than, the Notes are subordinated as provided in this Indenture,
in any event issued pursuant to a court order so providing and as to which (a)
the rate of interest on such securities shall not exceed the effective rate of
interest on the Notes on the date of this Indenture, (b) such securities shall
not be entitled to the benefits of covenants or defaults materially more
beneficial to the holders of such securities than those in effect with respect
to the Notes on the date of this Indenture and (c) such securities shall not
provide for amortization (including sinking fund and mandatory prepayment
provisions) commencing prior to the date six months following the final
scheduled maturity date of the Senior Indebtedness of the Company or Guarantor,
as the case may be (as modified by the plan of reorganization or readjustment
pursuant to which such securities are issued).

                  "Leverage Ratio" means the ratio of (i) the sum of the
aggregate outstanding amount of (x) Indebtedness of the Company and the
Restricted Subsidiaries and (y) except to the extent included in the previous
clause (x), the aggregate liquidation preference of any Preferred Stock of the
Company's Restricted Subsidiaries as of the date of determination on a
consolidated basis in accordance with GAAP to (ii) the Company's EBITDA for the
four full fiscal quarters (the "Four Quarter Period") ending on or prior to the
date of determination for which financial statements are available. For purposes
of this definition, the Company's "EBITDA" shall be calculated on a pro forma
basis after giving effect to any Asset Sales or Asset Acquisitions (including,
without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of the Company or one of the Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of such
Asset Acquisition) incurring, assuming or otherwise becoming liable for
Indebtedness and the application of Asset Sale Proceeds) at any time on or
subsequent to the first day of the Four Quarter Period and on or prior to the
date of determination, as if such Asset Sale or Asset Acquisition (including any
EBITDA associated with such Asset Acquisition and including any pro forma
expense and cost reductions determined in accordance with Article 11 of
Regulation S-X relating to such Asset Acquisition) occurred on the first day of
the Four Quarter Period.

                  "Lien" means, with respect to any property or assets of any
Person, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority, or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such property or assets
(including, without limitation, any Capitalized Lease Obligation, conditional
sales, or other title retention agreement having substantially the same economic
effect as any of the foregoing).

                  "Maturity Date" means January 1, 2013.

                                      -11-

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Net Income" means with respect to any Person for any period,
the net income (loss) of such Person determined in accordance with GAAP.

                  "Net Proceeds" means (a) in the case of any sale of Capital
Stock or Indebtedness by the Company, the aggregate net cash proceeds received
by the Company, after payment of expenses, commissions and the like incurred in
connection therewith, and (b) in the case of any exchange, exercise, conversion
or surrender of outstanding securities of any kind for or into shares of Capital
Stock of the Company which is not Disqualified Capital Stock, the net book value
of such outstanding securities on the date of such exchange, exercise,
conversion or surrender (plus any additional amount required to be paid by the
holder to the Company upon such exchange, exercise, conversion or surrender,
less any and all payments made to the holders, e.g., on account of fractional
shares and less all expenses incurred by the Company in connection therewith).

                  "Non-U.S. Person" means a Person who is not a U.S. Person as
defined in Regulation S under the Securities Act.

                  "Notes" means the securities that are issued under this
Indenture, as amended or supplemented from time to time pursuant to this
Indenture, including the Initial Notes, the Additional Notes and the Exchange
Notes.

                  "Obligations" means, with respect to any Indebtedness,
including any Guarantee, any principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other expenses payable under the
documentation governing such Indebtedness or Guarantee.

                  "Officer" means the Chief Executive Officer, the President,
any Vice President, the Chief Financial Officer, the Treasurer or the Secretary
of the Company or a Guarantor, or any other officer designated by the Board of
Directors, as the case may be.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President, and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.

                  "Opinion of Counsel" means a written opinion from legal
counsel which counsel is reasonably acceptable to the Trustee.

                  "Parent" means Lamar Advertising Company.

                                      -12-

                  "Permitted Asset Swap" means the exchange, in the ordinary
course of the outdoor advertising business, of any interest of the Company or
any of the Restricted Subsidiaries in any Advertising Display or Displays for a
similar interest in an Advertising Display or Displays of a Person other than
the Company or such Restricted Subsidiary; provided, however, that the aggregate
fair market value (as determined in good faith by the Board of Directors of the
Company) of the Advertising Display or Displays being transferred by the Company
or such Restricted Subsidiary is not greater than the aggregate fair market
value (as determined in good faith by the Board of Directors of the Company) of
the Advertising Display or Displays received by the Company or such Restricted
Subsidiary in such exchange.

                  "Permitted Dividend Encumbrances" means encumbrances or
restrictions (a) existing on the Issue Date, (b) arising by reason of Acquired
Indebtedness of any Restricted Subsidiary existing at the time such Person
became a Restricted Subsidiary; provided, however, that in the case of this
clause (b) such encumbrances or restrictions were not created in anticipation of
such Person becoming a Restricted Subsidiary and are not applicable to the
Company or any of the other Restricted Subsidiaries, (c) arising under
Indebtedness incurred under the Senior Credit Facility, (d) arising under
Refinancing Indebtedness; provided, however, that the terms and conditions of
any such restrictions are no less favorable to the Holders of Notes than those
under the Indebtedness being refinanced, (e) customary provisions restricting
the assignment of any contract or interest of the Company or any Restricted
Subsidiary, (f) existing under an agreement relating to SBA Indebtedness, (g)
existing under an agreement relating to any Permitted Lien referred to in clause
(v) of the definition of "Permitted Liens"; provided, however, that such
encumbrance or restriction only relates to the assets or property subject to
such Permitted Lien and having an aggregate fair market value equal to the
Indebtedness secured thereby, (h) imposed by applicable law, (i) imposed
pursuant to a binding agreement which has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or of any assets of
a Restricted Subsidiary; provided, however, such encumbrances and restrictions
apply solely to such Capital Stock or assets of such Restricted Subsidiary which
are the subject of such binding agreement, (j) on cash or other deposits or net
worth imposed pursuant to customer contracts entered into in the ordinary course
of business, and (k) arising under Indebtedness (other than Indebtedness
described in clauses (b), (c), (d) or (f) above) permitted to be incurred
pursuant to this Indenture; provided, however, that the terms and conditions of
any such encumbrances or restrictions are no more restrictive than the terms and
conditions of any encumbrances or restrictions arising under the Notes.

                  "Permitted Holders" means (x) any of Charles Switzer, Charles
W. Lamar, III, Kevin P. Reilly, Sr., members of their immediate families or any
lineal descendant of any of the foregoing and the immediate families of any such
lineal descendant, (y) any trust or partnership, to the extent it is for the
benefit of any of the foregoing or (z) any Person, entity or group of Persons
controlled by any of the foregoing.

                                      -13-

                  "Permitted Indebtedness" means:

                  (i) Indebtedness of the Company and any Restricted
         Subsidiaries which are Guarantors pursuant to the Senior Credit
         Facility in an aggregate principal amount not to exceed $1.3 billion,
         less the aggregate amount of all permanent repayments thereunder made
         in accordance with Section 4.14 and guarantees of such Indebtedness by
         Restricted Subsidiaries that are Guarantors;

                  (ii) Indebtedness under the Notes, the Guarantees and the
         Exchange Notes;

                  (iii) Indebtedness not covered by any other clause of this
         definition which is outstanding on the date of this Indenture;

                  (iv) Indebtedness of the Company to any Wholly-Owned
         Restricted Subsidiary and Indebtedness of any Restricted Subsidiary to
         the Company or another Restricted Subsidiary;

                  (v) Purchase Money Indebtedness and Capitalized Lease
         Obligations incurred by the Company or any Restricted Subsidiary to
         acquire or lease property in the ordinary course of business; provided,
         however, that (a) the aggregate amount of such Purchase Money
         Indebtedness and Capitalized Lease Obligations outstanding at any time
         shall not exceed the greater of (x) 5% of the Company's Consolidated
         Net Tangible Assets, at the time of the incurrence of any such Purchase
         Money Indebtedness or Capitalized Lease Obligation or (x) $20 million,
         and (b) in each case, such Purchase Money Indebtedness or Capitalized
         Lease Obligation, as the case may be, would not constitute more than
         100% of the cost (determined in accordance with GAAP) of the property
         so purchased or leased plus reasonable fees and expenses incurred in
         connection therewith;

                  (vi) Interest Rate Agreements and any guarantees thereof;

                  (vii) Refinancing Indebtedness; and

                  (viii) additional Indebtedness of the Company or any
         Restricted Subsidiary that is a Guarantor not to exceed $40 million in
         principal amount outstanding at any time.

                  "Permitted Investments" means, for any Person, Investments
made on or after the date of this Indenture consisting of:

                  (i) Investments by the Company or by a Restricted Subsidiary
         in the Company or a Restricted Subsidiary which is a Guarantor;

                  (ii) Temporary Cash Investments;

                                      -14-

                  (iii) Investments by the Company or by a Restricted Subsidiary
         in a Person, if as a result of such Investment (A) such Person becomes
         a Restricted Subsidiary which is a Guarantor or (B) such Person is
         merged, consolidated or amalgamated with or into, or transfers or
         conveys substantially all of its assets to, or is liquidated into, the
         Company or a Restricted Subsidiary which is a Guarantor; and

                  (iv) an Investment that is made by the Company or a Restricted
         Subsidiary in the form of any stock, bonds, notes, debentures,
         partnership or joint venture interests or other securities that are
         issued by a third party to the Company or such Restricted Subsidiary
         solely as partial consideration for the consummation of an Asset Sale
         that is otherwise permitted under Section 4.14 hereof.

                  "Permitted Liens" means (i) Liens existing on the Issue Date,
(ii) Liens on property or assets of, or any shares of stock of, or interests in,
or secured debt of, any Person existing at the time such Person becomes a
Restricted Subsidiary or at the time such Person is merged into the Company or
any of the Restricted Subsidiaries; provided, however, that such Liens are not
incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary or merging into the Company or any of the Restricted
Subsidiaries, (iii) Liens securing Refinancing Indebtedness; provided, however,
that any such Lien does not extend to or cover any Property, shares or debt
other than the Property, shares or debt securing the Indebtedness so refunded,
refinanced or extended, (iv) Liens in favor of the Company or any of the
Restricted Subsidiaries, (v) Liens to secure Purchase Money Indebtedness that is
otherwise permitted under this Indenture; provided, however, that any such Lien
is created solely for the purpose of securing such Purchase Money Indebtedness
and does not extend to or cover any Property other than such item of Property
and any improvements on such item, (vi) statutory liens or landlords',
carriers', warehouseman's, mechanics', suppliers', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which do not secure
any Indebtedness and secure obligations with respect to amounts not yet
delinquent or being contested in good faith by appropriate proceedings, if a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor, (vii) Liens for taxes,
assessments or governmental charges that are being contested in good faith by
appropriate proceedings, (viii) Liens securing Capitalized Lease Obligations
permitted to be incurred under clause (v) of the definition of "Permitted
Indebtedness"; provided, however, that any such Lien does not extend to any
property other than that subject to the underlying lease, (ix) Liens securing
Senior Indebtedness of the Company and the Guarantors, (x) Permitted Dividend
Encumbrances and (xi) Liens securing Indebtedness in an aggregate principal
amount not to exceed $1 million outstanding at any time.

                  "Permitted Unrestricted Subsidiary Obligations" shall have the
meaning specified in the definition of "Unrestricted Subsidiary."

                                      -15-

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government (including any agency or
political subdivision thereof).

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

                  "Private Placement Legend" means the legend set forth under
such caption in the form of Initial Note in Exhibit A hereto.

                  "Property" of any Person means all types of real, personal,
tangible, intangible or mixed property owned by such Person whether or not
included in the most recent consolidated balance sheet of such Person and its
Subsidiaries (Restricted Subsidiaries in the case of the Company) under GAAP.

                  "Public Equity Offerings" means a public offering by Parent or
the Company of shares of its Common Stock (however designated and whether voting
or non-voting but excluding Disqualified Capital Stock) and any and all rights,
warrants or options to acquire such common stock pursuant to a registration
statement registered pursuant to the Securities Act.

                  "Purchase Agreement" means the Amended and Restated Purchase
Agreement dated as of December 17, 2002 among the Company, the Initial
Purchasers and the Guarantors.

                  "Purchase Money Indebtedness" means any Indebtedness incurred
by a Person to finance the cost (including the cost of construction or
improvement and in the case of any Capitalized Lease Obligation, the lease) of
any real or personal property, the principal amount of which Indebtedness does
not exceed the sum of (i) 100% of such cost and (ii) reasonable fees and
expenses of such Person incurred in connection therewith.

                  "Redemption Date" when used with respect to any Note to be
redeemed means the date fixed for such redemption pursuant to this Indenture.

                  "Refinancing Indebtedness" means Indebtedness that refunds,
refinances or extends any Indebtedness of the Company or the Restricted
Subsidiaries outstanding on the Issue Date or other Indebtedness permitted to be
incurred by the Company or the Restricted Subsidiaries pursuant to the terms of
this Indenture (other than pursuant to clauses (i), (iv), (v), (vi) and (vii) of
the definition of "Permitted Indebtedness"), but only to the extent that (i) the
Refinancing Indebtedness is subordinated to the Notes to at least the same
extent as the

                                      -16-

Indebtedness being refunded, refinanced or extended, (ii) the Refinancing
Indebtedness is scheduled to mature either (a) no earlier than the Indebtedness
being refunded, refinanced or extended, or (b) after the maturity date of the
Notes, (iii) the portion of the Refinancing Indebtedness that is scheduled to
mature on or prior to the maturity date of the Notes has a weighted average life
to maturity at the time such Refinancing Indebtedness is incurred that is equal
to or greater than the weighted average life to maturity of the portion of the
Indebtedness being refunded, refinanced or extended that is scheduled to mature
on or prior to the maturity date of the Notes, (iv) such Refinancing
Indebtedness is in an aggregate principal amount that is equal to or less than
the sum of (a) the aggregate principal amount then outstanding under the
Indebtedness being refunded, refinanced or extended, (b) the amount of any
premium required to be paid in connection with such refunding, refinancing or
extension pursuant to the terms of such Indebtedness or the amount of any
premium reasonably determined by the Board of Directors of the Company as
necessary to accomplish such refunding, refinancing or extension by means of a
tender offer or privately negotiated purchase and (c) the amount of customary
fees, expenses and costs related to the incurrence of such Refinancing
Indebtedness, and (v) such Refinancing Indebtedness is incurred by the same
Person that initially incurred the Indebtedness being refunded, refinanced or
extended, except that the Company may incur Refinancing Indebtedness to refund,
refinance or extend Indebtedness of any Wholly-Owned Restricted Subsidiary.

                  "Registration Rights Agreement" means (a) the Registration
Rights Agreement dated as of the Issue Date by and among the Initial Purchasers,
the Company and the Guarantors, as such agreement may be amended, modified or
supplemented from time to time in accordance with the terms thereof, and (b)
with respect to any Additional Notes, one or more registration rights agreements
between the Company and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                  "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution or payment on
Capital Stock of the Company or any Restricted Subsidiary of the Company or any
payment made to the direct or indirect holders (in their capacities as such) of
Capital Stock of the Company or any Restricted Subsidiary of the Company (other
than (x) dividends or distributions payable solely in Capital Stock

                                      -17-

(other than Disqualified Stock) or in options, warrants or other rights to
purchase Capital Stock (other than Disqualified Stock), and (y) in the case of
Restricted Subsidiaries of the Company, dividends or distributions payable to
the Company or to a Wholly-Owned Restricted Subsidiary), (ii) the purchase,
redemption or other acquisition or retirement for value of any Capital Stock of
the Company or any of the Restricted Subsidiaries (other than Capital Stock
owned by the Company or a Wholly-Owned Restricted Subsidiary), (iii) the making
of any principal payment on, or the purchase, defeasance, repurchase, redemption
or other acquisition or retirement for value, prior to any scheduled maturity,
scheduled repayment or scheduled sinking fund payment, of any Indebtedness which
is subordinated or pari passu in right of payment to the Notes, (iv) the making
of any Investment or guarantee of any Investment in any Person other than a
Permitted Investment, (v) any designation of a Restricted Subsidiary as an
Unrestricted Subsidiary to the extent set forth in the definition of
Unrestricted Subsidiary and (vi) forgiveness of any Indebtedness of an Affiliate
of the Company (other than a Wholly-Owned Restricted Subsidiary) to the Company
or a Restricted Subsidiary. For purposes of determining the amount expended for
Restricted Payments, cash distributed or invested shall be valued at the face
amount thereof and property other than cash shall be valued at its fair market
value.

                  "Restricted Subsidiary" means a Subsidiary of the Company
other than an Unrestricted Subsidiary and includes all of the Subsidiaries of
the Company existing as of the Issue Date (other than Missouri Logos, a
Partnership). The Board of Directors of the Company may designate any
Unrestricted Subsidiary or any Person that is to become a Subsidiary of the
Company as a Restricted Subsidiary if immediately after giving effect to such
action (and treating any Acquired Indebtedness as having been incurred at the
time of such action), the Company could have incurred at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.10 and no Default or Event of Default shall have occurred and be continuing.

                  "S&P" means Standard & Poor's Ratings Service, a division of
The McGraw-Hill Companies, Inc., and its successors.

                  "SBA Indebtedness" means Indebtedness incurred pursuant to the
United States Small Business Administration Disaster Relief Loan program or any
similar loan program; provided, however, that such Indebtedness shall at all
times be prepayable without penalty at the option of the obligor.

                  "SEC" means the United States Securities and Exchange
Commission as constituted from time to time or any successor performing
substantially the same functions.

                  "Securities Act" means the Securities Act of 1933, as amended.

                                      -18-

                  "Senior Credit Facility" means the Credit Agreement dated as
of August 13, 1999, as amended to date, among the Company, the guarantor parties
thereto, the several lenders from time to time parties thereto and JPMorgan
Chase Bank (formerly The Chase Manhattan Bank), as administrative agent,
together with the documents related thereto (including, without limitation, any
guarantee agreements and security documents), in each case as such agreements
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing, consolidating or otherwise restructuring
(including adding Subsidiaries of the Company as additional guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether by the same or any other agent,
lender or group of lenders and whether or not increasing the amount of
Indebtedness that may be incurred thereunder.

                  "Senior Indebtedness" means the principal of and premium, if
any, and interest (including, without limitation, interest accruing or that
would have accrued but for the filing of a bankruptcy, reorganization or other
insolvency proceeding whether or not such interest constitutes an allowable
claim in such proceeding) on, and any and all other fees, charges, expense
reimbursement obligations, and other amounts due pursuant to the terms of all
agreements, documents and instruments providing for, creating, securing or
evidencing or otherwise entered into in connection with (a) all obligations owed
to lenders under the Senior Credit Facility, (b) all obligations with respect to
any Interest Rate Agreement, (c) all obligations to reimburse any bank or other
person in respect of amounts paid under letters of credit, acceptances or other
similar instruments, (d) all other current or future Indebtedness which does not
provide that it is to rank pari passu with or subordinate to the Notes or the
Guarantees and (e) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the Senior Indebtedness
described above. Notwithstanding anything to the contrary in the foregoing,
Senior Indebtedness will not include (i) Indebtedness of the Company to any of
its Subsidiaries or Indebtedness of any Subsidiary of the Company to the Company
or any other Subsidiary of the Company, (ii) Indebtedness represented by the
Notes and the Guarantees, (iii) any Indebtedness which by the express terms of
the agreement or instrument creating, evidencing or governing the same is junior
or subordinate in right of payment to any item of Senior Indebtedness, (iv) to
the extent it constitutes Indebtedness, any trade payable arising from the
purchase of goods or materials or for services obtained in the ordinary course
of business, (v) Indebtedness represented by Disqualified Capital Stock or (vi)
that portion of any Indebtedness which is incurred in violation of this
Indenture, provided, however, that in the case of any Indebtedness (regardless
of whether or not such Indebtedness is incurred pursuant to the first or second
paragraph of Section 4.10), such Indebtedness shall not be deemed to have been
incurred in violation of this Indenture if the holder(s) of such Indebtedness or
their agent or representative shall have received a representation from the
Company to the effect that the incurrence of such Indebtedness does not violate
the provisions of this Indenture (but nothing in this clause (vi) shall preclude
the existence of any

                                      -19-

Default or Event of Default in the event that such Indebtedness is in fact
incurred in violation of this Indenture).

                  "Stated Maturity" means, when used with respect to any Note or
any installment of interest thereon, the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable, and when used with respect to any other Indebtedness, means
the date specified in the instrument governing such Indebtedness as the fixed
date on which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held, directly or indirectly by such
Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such Person
or any of its Subsidiaries has the power to direct or cause the direction of the
management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial
statement purposes.

                  "Temporary Cash Investments" or "cash equivalents" means (i)
Investments in marketable, direct obligations issued or guaranteed by the United
States of America, or of any governmental agency or political subdivision
thereof, maturing within 365 days of the date of purchase; (ii) Investments in
certificates of deposit issued by a bank (including the Trustee in its
individual commercial capacity) organized under the laws of the United States of
America or any state thereof or the District of Columbia, in each case having
capital, surplus and undivided profits totaling more than $500,000,000 and rated
at least A by S&P and A-2 by Moody's, maturing within 365 days of purchase; or
(iii) Investments not exceeding 365 days in duration in money market funds that
invest substantially all of such funds' assets in the Investments described in
the preceding clauses (i) and (ii).

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03 hereof).

                  "Transfer Restricted Notes" means Notes that bear or are
required to bear the Private Placement Legend.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor.

                                      -20-

                  "Unrestricted Subsidiary" means (a) any Subsidiary of an
Unrestricted Subsidiary and (b) any Subsidiary of the Company which is
classified after the Issue Date as an Unrestricted Subsidiary by a resolution
adopted by the Board of Directors of the Company, but only so long as (i) no
portion of the Indebtedness or any other obligation (contingent or otherwise) of
such Unrestricted Subsidiary (other than obligations in respect of performance
and surety bonds and in respect of reimbursement obligations for undrawn letters
of credit supporting insurance arrangements and performance and surety bonds,
each incurred in the ordinary course of business and not as part of a financing
transaction (collectively, "Permitted Unrestricted Subsidiary Obligations")) (A)
is guaranteed by the Company or any Restricted Subsidiary, (B) is recourse to or
obligates the Company or any Restricted Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to satisfaction thereof, (ii) such
Unrestricted Subsidiary has no Indebtedness or any other obligation (other than
Permitted Unrestricted Subsidiary Obligations) that, if in default in any
respect (including a payment default), would permit (upon notice, lapse of time
or both) any holder of any other Indebtedness of the Company or its Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity and
(iii) no Default or Event of Default shall have occurred and be continuing. Any
designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed a
Restricted Payment in an amount equal to the fair market value of such
Subsidiary (as determined in good faith by the Board of Directors of the
Company) and any such designation shall be permitted only if it complies with
Section 4.12. The Trustee shall be given prompt notice by the Company of each
resolution adopted by the Board of Directors of the Company pursuant to the
foregoing sentence, together with a copy of each such resolution adopted.

                  "U.S. Government Obligations" means direct non-callable
obligations of, or non-callable obligations guaranteed by, the United States of
America for the payment of which obligation or guarantee the full faith and
credit of the United States of America is pledged.

                  "Voting Stock" means, with respect to any Person, securities
of any class or classes of Capital Stock in such Person entitling the holders
thereof to vote under ordinary circumstances in the election of members of the
Board of Directors or other similar governing body of such Person.

                  "Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary, all of the outstanding Voting Stock (other than directors'
qualifying shares) of which is owned, directly or indirectly, by the Company.

Section 1.02. Other Definitions.

                  The definitions of the following terms may be found in the
Sections indicated as follows:

                                      -21-

                                                                                       DEFINED
        TERM                                                                          IN SECTION
                                                                                   
        "Affiliate Transaction".................................................      4.15
        "Bankruptcy Law"........................................................      6.01
        "Business Day"..........................................................      12.08
        "Change of Control Date"................................................      4.20
        "Change of Control Offer"...............................................      4.20
        "Change of Control Purchase Date".......................................      4.20
        "Change of Control Purchase Price"......................................      4.20
        "Covenant Defeasance"...................................................      9.03
        "Custodian".............................................................      6.01
        "Event of Default"......................................................      6.01
        "Excess Proceeds Offer".................................................      4.14
        "Exchange Notes"........................................................      Preamble
        "Funding Guarantor".....................................................      10.11
        "Guarantee Payment Blockage Period".....................................      10.07
        "Guarantor Payment Default".............................................      10.07
        "Guarantor Payment Notice"..............................................      10.07
        "IAI"...................................................................      2.01
        "IAI Global Notes.......................................................      2.01
        "Initial Notes".........................................................      Preamble
        "Legal Defeasance"......................................................      9.02
        "Legal Holiday".........................................................      12.08
        "Offer Period"..........................................................      4.14
        "Pari Passu Excess Proceeds Offer"......................................      4.14
        "Paying Agent"..........................................................      2.03
        "Payment Blockage Period"...............................................      11.02
        "Payment Default".......................................................      11.02
        "Payment Notice"........................................................      11.02
        "Permanent Regulation S Global Note"....................................      2.01
        "Purchase Date".........................................................      4.14
        "QIB"...................................................................      2.01
        "QIB Global Note".......................................................      2.01
        "Registrar".............................................................      2.03
        "Regulation S"..........................................................      2.01
        "Regulation S Global Notes".............................................      2.01
        "Reinvestment Date".....................................................      4.14
        "Resale Restriction Termination Date"...................................      2.15
        "Rule 144A".............................................................      2.01
        "Surviving Entity"......................................................      5.01
        "Temporary Regulation S Global Note"....................................      2.01
        "U.S. Global Notes".....................................................      2.01

                                      -22-

Section 1.03. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Trustee.

                  "obligor on the indenture securities" means the Company, the
         Guarantors or any other obligor on the Notes or the Guarantees.

                  All other terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by SEC Rule
have the meanings therein assigned to them.

Section 1.04. Rules of Construction.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                                      -23-

                  (4) words in the singular include the plural, and in the
         plural include the singular; and

                  (5) words used herein implying any gender shall apply to every
         gender.

                                    ARTICLE 2

                                    THE NOTES

Section 2.01. Form and Dating.

                  (a) The Initial Notes (including Global Notes) and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A which is incorporated in and made part of this Indenture. Any Exchange
Notes and the Trustee's certificate of authentication shall be substantially in
the form of Exhibit B, which is incorporated in and expressly made a part of
this Indenture. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. The Company may use "CUSIP" numbers in
issuing the Notes. The Company shall approve the form of the Notes. Each Note
shall be dated the date of its authentication.

                  (b) The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company, the Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

                  (c) The Initial Notes issued on the date hereof are being
offered and sold by the Company pursuant to the Purchase Agreement. The Initial
Notes will be offered and sold by the Initial Purchasers only (i) to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule
144A")) ("QIBs") and (ii) in reliance on Regulation S under the Securities Act
("Regulation S"). After such initial offers and sales, Initial Notes that are
Transfer Restricted Notes may be transferred to, among others, QIBS in reliance
on Regulation S and to institutional "Accredited Investors" (within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("IAIs") in
accordance with certain transfer restrictions. Initial Notes that are offered
and sold in reliance on Rule 144A shall be issued initially in the form of one
or more permanent Global Notes substantially in the form set forth in Exhibit A
(collectively, the "QIB Global Note") deposited with the Trustee, as custodian
for the Depository, duly executed by the Company (and the Guarantors will
execute the Guarantees endorsed thereon) and authenticated by the Trustee as
hereinafter provided. Initial Notes that are offered and sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of one or more temporary Global Notes substantially in the form set forth in
Exhibit A (collectively, the "Temporary Regulation S Global Note") deposited
with the Trustee, as custodian for the Depository, duly executed by the Company
(and the Guarantors will

                                      -24-

execute the Guarantees endorsed thereon) and authenticated by the Trustee as
hereinafter provided. At any time on or after February 1, 2003, upon receipt by
the Trustee and the Company of a certificate substantially in the form of
Exhibit E hereto, one or more permanent Global Notes substantially in the form
set forth in Exhibit B (collectively, the "Permanent Regulation S Global Note";
and together with the Temporary Regulation S Global Note, the "Regulation S
Global Note") duly executed by the Company (and the Guarantors will execute the
Guarantees endorsed thereon) and authenticated by the Trustee as hereinafter
provided, shall be deposited with the Trustee, as custodian for the Depository.
Initial Notes resold or otherwise transferred to IAIs shall be issued
substantially in the form set forth in Exhibit A (collectively, the "IAI Global
Note" and, together with the QIB Global Note, the "U.S. Global Notes"). The QIB
Global Note, the Regulation S Global Note and the IAI Global Note (each a
"Global Note") shall each be issued with separate CUSIP numbers. The aggregate
principal amount of each Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee. Transfers of
Initial Notes between QIBs and IAIs and to or by purchasers pursuant to
Regulation S shall be represented by appropriate increases and decreases to the
respective amounts of the appropriate Global Notes, as more fully provided in
Section 2.14.

Section 2.02. Execution and Authentication.

                  The Notes shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company
and the Guarantees shall be executed on behalf of the Guarantors by two Officers
of each of the Guarantors or an Officer and an Assistant Secretary of each of
the Guarantors.

                  Such signature may be either manual or facsimile. The
Company's seal may be impressed, affixed, imprinted or reproduced on the Notes
and may be in facsimile form.

                  If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.

                  A Note shall not be valid until the Trustee manually signs the
certificate of authentication on the Note. Such signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

                  The Trustee or an authenticating agent shall authenticate (i)
Initial Notes for original issue in the aggregate principal amount not to exceed
$260,000,000, (ii) Additional Notes in an unlimited principal amount (so long as
permitted by the terms of this Indenture, including, without limitation, Section
4.10) and (iii) Exchange Notes (x) in exchange for a like principal amount of
Initial Notes or (y) in exchange for a like principal amount of Additional
Notes, in each case upon a Company Request. With respect to a Company Request
for authentication pursuant to clause (ii) or (iii) of the first sentence of
this paragraph, the first

                                      -25-

such written order from the Company shall be accompanied by an Opinion of
Counsel of the Company in a form reasonably satisfactory to the Trustee. The
Notes shall be issuable only in registered form without coupons and only in
denominations of $1,000 and integral multiples thereof.

                  The Company Request directing the authentication and delivery
of Notes shall specify whether such Notes shall be issued in the form of
definitive Notes or Global Notes. Such Company Request shall specify the amount
of the Notes to be authenticated, the date on which the original issue of the
Notes is to be authenticated and whether the Notes are to be Initial Notes or
Exchange Notes. If the Company Request specifies that the Notes are to be issued
in the form of one or more Global Notes, then the Company shall execute (and the
Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall,
in accordance with this Section and such Company Request, authenticate and
deliver one or more Global Notes in definitive form that:

                  (a) shall be registered in the name of the Depository or a
         nominee of such Depository,

                  (b) shall, at the instruction of the Company, be delivered by
         the Trustee to the Depository or held by the Trustee as custodian for
         the Depository, and

                  (c) shall include and bear a legend substantially to the
         effect that unless and until it is exchanged in whole or in part for
         definitive Notes, such Global Notes may not be transferred except as a
         whole by the Depository to a nominee of the Depository or by a nominee
         of the Depository to the Depository or another nominee of the
         Depository or by the Depository or any such nominee to a successor
         Depository or a nominee of such successor Depository.

                  The Depository must, at the time of its designation and at all
times when it serves as Depository, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Any appointment shall be
evidenced by instrument signed by an authorized officer of the Trustee, a copy
of which shall be furnished to the Company. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same right as an Agent to deal with the Company or
an Affiliate of the Company.

                                      -26-

Section 2.03.       Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar"), an
office or agency located in the Borough of Manhattan, City of New York, State of
New York where Notes may be presented for payment ("Paying Agent") and an office
or agency where notices and demands to or upon the Company or any Guarantor in
respect of the Notes, Guarantees and this Indenture may be served. The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. Neither the Company nor any Affiliate of the Company may act as Paying
Agent. The Company may change any Paying Agent, Registrar or co-registrar
without notice to any Noteholder.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company initially appoints the Trustee as Registrar, Paying
Agent and agent for service of notices and demands in connection with the Notes
and the office or agency in the Borough of Manhattan for purposes of this
Section 2.03 and 4.09 shall initially be:

                           Wachovia Bank of Delaware, National Association
                           1 Penn Plaza, Suite 1414
                           New York, New York 10119

Section 2.04. Paying Agent To Hold Assets in Trust.

                  The Trustee as Paying Agent shall, and the Company shall
require each Paying Agent other than the Trustee to agree in writing that,
subject to Articles 10 and 11, each Paying Agent shall hold in trust for the
benefit of the Holders or the Trustee all assets held by the Paying Agent for
the payment of principal of, or interest on, the Notes (whether such assets have
been distributed to it by the Company or any other obligor on the Notes), and
the Company and the Paying Agent shall notify the Trustee in writing of any
Default by the Company (or any other obligor on the Notes) in making any such
payment. The Company at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any payment default with
respect to the Notes, upon written request to a Paying Agent, require such
Paying Agent to distribute all assets held by it to the Trustee and to account
for any assets distributed. Upon distribution to the Trustee of all assets that
shall have been delivered by the Company to the Paying Agent, the Paying Agent
shall have no further liability for such assets.

                                      -27-

Section 2.05. Noteholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Noteholders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee as of each Record Date and on or before each related
Interest Payment Date, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Noteholders.

Section 2.06. Transfer and Exchange.

                  Subject to the provisions of this Section 2.06, when a Note is
presented to the Registrar with a request to register the transfer thereof, the
Registrar shall register the transfer as requested if the requirements of
applicable law are met and, when Notes are presented to the Registrar with a
request to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall make the exchange as requested. To
permit transfers and exchanges, upon surrender of any Note for registration of
transfer at the office or agency maintained pursuant to Section 2.03 hereof,
subject to the provisions of this Section 2.06, the Company shall execute (and
the Guarantors will execute the Guarantees endorsed thereon) and the Trustee
shall authenticate Notes at the Registrar's request.

                  Notwithstanding any other provision of this Section 2.06,
unless and until it is exchanged in whole or in part for definitive Notes, a
Global Note may not be transferred except as a whole by the Depository to a
nominee of such Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by such Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.

                  If (i) the Depository is at any time unwilling, unable or
ineligible to continue as Depository or ceases to be registered as a clearing
agency under the Exchange Act and a successor Depository is not appointed by the
Company within 90 days of the date the Company is so informed in writing or
becomes aware of the same, (ii) the Company, in its sole discretion, so
determines, or (iii) an Event of Default has occurred and is continuing, the
Company promptly will execute (and the Guarantors will execute the Guarantees
endorsed thereon) and deliver to the Trustee definitive Notes, and the Trustee,
upon receipt of a Company Request for the authentication and delivery of such
definitive Notes (which the Company will promptly execute and deliver to the
Trustee), will authenticate and deliver definitive Notes, without charge, in an
aggregate principal amount equal to the principal amount of the outstanding
Global Notes, in exchange for and upon surrender of all such Global Notes.

                  In any exchange provided for in the preceding paragraph, the
Company will execute (and the Guarantors will execute the Guarantees endorsed
thereon) and the Trustee

                                      -28-

will authenticate and deliver definitive Notes in the authorized denominations
provided by Section 2.01.

                  Upon the exchange of a Global Note for definitive Notes, such
Global Note shall be canceled by the Trustee. Definitive Notes issued in
exchange for Global Notes pursuant to this Section 2.06 shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.

                  All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration or transfer or exchange.

                  Every Note presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Registrar
or a co-Registrar) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

                  Any exchange or transfer shall be without charge, except that
the Company may require payment by the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation to a transfer
or exchange, but this provision shall not apply to any exchange pursuant to
Section 2.09, 3.06, 4.14, 4.20 or 8.05 hereof. The Trustee shall not be required
to register transfers of Notes or to exchange Notes for a period of 15 days
before selection of any Notes to be redeemed. The Trustee shall not be required
to exchange or register transfers of any Notes called or being called for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.

Section 2.07. Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note presents evidence to the satisfaction of the Company and the
Trustee that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
Trustee's requirements are met. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the judgment of the Company and the Trustee
to protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Note is replaced. The Company may charge such Holder for its
reasonable, out-of-pocket expenses in replacing a Note, including reasonable
fees and expenses of counsel. Every replacement Note is an additional obligation
of the Company.

                                      -29-

Section 2.08. Outstanding Notes.

                  Notes outstanding at any time are all Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.08 as not outstanding.

                  If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding until
the Company and the Trustee receive proof satisfactory to each of them that the
replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

                  If a Paying Agent holds on a Redemption Date or Maturity Date
money sufficient to pay the principal of, premium, if any, and accrued interest
on Notes payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Notes cease to be outstanding and interest on them ceases to
accrue.

                  Subject to Section 12.06, a Note does not cease to be
outstanding solely because the Company or an Affiliate holds the Note.

Section 2.09. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form, and shall carry all rights, of definitive
Notes but may have variations that the Company considers appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes
presented to it.

Section 2.10. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Notes surrendered for transfer, exchange, payment or cancellation. If the
Company or any Guarantor shall acquire any of the Notes, such acquisition shall
not operate as a redemption or satisfaction of the Indebtedness represented by
such Notes unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.10.

                                      -30-

Section 2.11. Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted amounts, plus any interest payable on defaulted
amounts pursuant to Section 4.01 hereof, to the persons who are Noteholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Noteholder, with a copy to the Trustee, a notice that states the
special record date, the payment date, and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.

Section 2.12. Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and on the Maturity Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date or on the Maturity Date, as
the case may be, in a timely manner which permits the Trustee to remit payment
to the Holders on such Interest Payment Date or on the Maturity Date, as the
case may be.

Section 2.13. CUSIP Number.

                  The Company in issuing the Notes may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.

Section 2.14. Book-Entry Provisions for Global Notes.

                  (a) Each Global Note initially shall (i) be registered in the
name of the Depository for such Global Note or the nominee of such Depository
and (ii) be delivered to the Trustee as custodian for such Depository.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under such Global Note, and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Trustee or the Company from giving effect to
any

                                      -31-

written certification, proxy or other authorization furnished by the Depository
or shall impair, as between the Depository and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Note.

                  (b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depository, its successors
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 2.15. If required to do so pursuant to any
applicable law or regulation, beneficial owners may obtain definitive Notes in
exchange for their beneficial interests in a Global Note upon written request in
accordance with the Depository's and the Registrar's procedures.

                  (c) In connection with any transfer of a portion of the
beneficial interest in a Global Note pursuant to subsection (b) of this Section
2.14 to beneficial owners identified by the Depository who are required to hold
definitive Notes, the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in the Global Note to be
transferred, and the Company shall execute (and the Guarantors will execute the
Guarantees endorsed thereon), and the Trustee shall authenticate and deliver,
one or more definitive Notes of like tenor and amount.

                  (d) In connection with the transfer of an entire Global Note
to beneficial owners pursuant to subsection (b) of this Section 2.14, such
Global Note shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and the Trustee shall authenticate and deliver
(and the Guarantors will execute the Guarantees endorsed thereon), to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of definitive
Notes of authorized denominations.

                  (e) Any definitive Note delivered in exchange for an interest
in a Global Note pursuant to subsection (c) or subsection (d) of this Section
2.14 shall, except as otherwise provided by paragraph (d) of Section 2.15, bear
the Private Placement Legend.

                  (f) The registered holder of a Global Note may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action that a Holder is
entitled to take under this Indenture or the Notes.

                                      -32-

Section 2.15. Special Transfer Provisions.

                  Unless and until a Transfer Restricted Note is transferred or
exchanged under an effective registration statement under the Securities Act,
the following provisions shall apply:

                  (a) Transfers to Non-QIB IAIs. The following provisions shall
         apply with respect to the registration of any proposed transfer of a
         Transfer Restricted Note to any IAI which is not a QIB (other than
         pursuant to Regulation S):

                           (i) The Registrar shall register the transfer of such
                  Transfer Restricted Note if (x) the requested transfer is
                  after the date that is two years after the later of the date
                  of issuance of such Transfer Restricted Note and the last date
                  on which the Company or any of its Affiliates was the owner of
                  such Transfer Restricted Note (such later date, the "Resale
                  Restriction Termination Date") or (y) the proposed transferee
                  has delivered to the Registrar a certificate substantially in
                  the form set forth in Exhibit C.

                          (ii) If the proposed transferee is an Agent Member,
                  and the Transfer Restricted Note to be transferred consists of
                  a definitive Note or an interest in the QIB Global Note or the
                  Regulation S Global Note, upon receipt by the Registrar of (x)
                  the document, if any, required by paragraph (i) and (y)
                  instructions given in accordance with the Depository's and the
                  Registrar's procedures therefor, the Registrar shall reflect
                  on its books and records the transfer date and an increase in
                  the principal amount of the IAI Global Note in an amount equal
                  to (x) the principal amount of the definitive Notes to be
                  transferred, and the Trustee shall cancel the definitive Note
                  so transferred or (y) the amount of the beneficial interest in
                  the QIB Global Note or the Regulation S Global Note to be so
                  transferred (in which case the Registrar shall reflect on its
                  books and records the date and an appropriate decrease in the
                  principal amount of the QIB Global Note or Regulation S Global
                  Note).

                         (iii) If the proposed transferee is entitled to receive
                  a definitive Note as provided in Section 2.14 and the proposed
                  transferor is an Agent Member holding a beneficial interest in
                  a Global Note, upon receipt by the Registrar of (x) the
                  documents, if any, required by paragraph (i) and (y)
                  instructions given in accordance with the Depository's and the
                  Registrar's procedures therefor, the Registrar shall reflect
                  on its books and records the date and a decrease in the
                  principal amount of such Global Note in an amount equal to the
                  principal amount of the beneficial interest in such Global
                  Note to be transferred, and the Company shall execute (and the
                  Guarantors will execute the Guarantees

                                      -33-

                  endorsed thereon), and the Trustee shall authenticate and
                  deliver, one or more definitive Notes of like tenor and
                  amount.

                          (iv) If the Initial Note to be transferred consists of
                  definitive Notes and the proposed transferee is entitled to
                  receive a definitive Note as provided in Section 2.14, upon
                  receipt by the Registrar of the document, if any, required by
                  paragraph (i), the Registrar shall register such transfer and
                  the Company shall execute (and the Guarantors will execute the
                  Guarantees endorsed thereon), and the Trustee shall
                  authenticate and deliver, one or more definitive Notes of like
                  tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
         with respect to the registration of any proposed transfer of a Transfer
         Restricted Note to a QIB (other than pursuant to Regulation S):

                           (i) If the Note to be transferred consists of
                  definitive Notes or an interest in the IAI Global Note or a
                  Regulation S Global Note, the Registrar shall register the
                  transfer if such transfer is being made by a proposed
                  transferor who has provided the Registrar with a certificate
                  substantially in the form set forth in Exhibit D hereto.

                          (ii) If the proposed transferee is an Agent Member,
                  and the Initial Note to be transferred consists of definitive
                  Notes or an interest in the IAI Global Note or the Regulation
                  S Global Note, upon receipt by the Registrar of (x) the
                  document, if any, required by paragraph (i) and (y)
                  instructions given in accordance with the Depository's and the
                  Registrar's procedures therefor, the Registrar shall reflect
                  on its books and records the date and an increase in the
                  principal amount of the QIB Global Note in an amount equal to
                  (x) the principal amount of the definitive Notes, to be
                  transferred, and the Trustee shall cancel the definitive Note
                  so transferred or (y) the amount of the beneficial interest in
                  the IAI Global Note or the Regulation S Global Note to be so
                  transferred (in which case the Registrar shall reflect on its
                  books and records the date and an appropriate decrease in the
                  principal amount of the IAI Global Note or the Regulation S
                  Global Note).

                         (iii) If the proposed transferee is entitled to receive
                  a definitive Note as provided in Section 2.14 and the proposed
                  transferor is an Agent Member holding a beneficial interest in
                  a Global Note, upon receipt by the Registrar of (x) the
                  documents, if any, required by paragraph (i) and (y)
                  instructions given in accordance with the Depository's and the
                  Registrar's procedures therefor, the Registrar shall reflect
                  on its books and records the date and a decrease in the
                  principal amount of such Global Note in an amount equal to the
                  principal

                                      -34-

                  amount of the beneficial interest in such Global Note to be
                  transferred, and the Company shall execute (and the Guarantors
                  will execute the Guarantees endorsed thereon), and the Trustee
                  shall authenticate and deliver, one or more definitive Notes
                  of like tenor and amount.

                          (iv) If the Initial Note to be transferred consists of
                  definitive Notes and the proposed transferee is entitled to
                  receive a definitive Note as provided in Section 2.14, upon
                  receipt by the Registrar of the document, if any, required by
                  paragraph (i), the Registrar shall register such transfer and
                  the Company shall execute (and the Guarantors will execute the
                  Guarantees thereon), and the Trustee shall authenticate and
                  deliver, one or more definitive Notes of like tenor and
                  amount.

                  (c) Transfers Pursuant to Regulation S. The following
         provisions shall apply with respect to any transfer of an Initial Note
         pursuant to Regulation S:

                           (i) The Registrar shall register any proposed
                  transfer of an Initial Note to a Non-U.S. Person upon receipt
                  of a certificate substantially in the form set forth in
                  Exhibit E from the proposed transferor and the Company shall
                  execute (and the Guarantors will execute the Guarantees
                  endorsed thereon), and the Trustee shall authenticate and make
                  available for delivery, one or more definitive Notes.

                          (ii) If the proposed transferor is an Agent Member
                  holding a beneficial interest in a Global Note, upon receipt
                  by the Registrar of (x) the document required by paragraph
                  (i), and (y) instructions in accordance with the Depository's
                  and the Registrar's procedures therefor, the Registrar shall
                  reflect on its books and records the date and a decrease in
                  the principal amount equal to the principal amount of the
                  beneficial interest in the Global Note to be transferred and
                  the Company shall execute (and the Guarantors will execute the
                  Guarantees endorsed thereon), and the Trustee shall
                  authenticate and deliver, one or more definitive Notes of like
                  tenor and amount.

                  (d) Private Placement Legend. Upon the transfer, exchange or
         replacement of Notes not bearing the Private Placement Legend, the
         Registrar shall deliver Notes that do not bear the Private Placement
         Legend. Upon the transfer, exchange or replacement of Notes bearing the
         Private Placement Legend, the Registrar shall deliver only Notes that
         bear the Private Placement Legend unless either (i) such transfer,
         exchange or replacement of such Notes occurs after the Resale
         Restriction Termination Date (which date shall be set forth in an
         Officers' Certificate of the Company delivered to the Trustee) or (ii)
         there is delivered to the Registrar an Opinion of Counsel reasonably
         satisfactory to the Company and the Trustee to the effect that neither
         such

                                      -35-

         legend nor the related restrictions on transfer are required in order
         to maintain compliance with the provisions of the Securities Act.

                  (e) General. By its acceptance of any Note bearing the Private
         Placement Legend, each Holder of such a Note acknowledges the
         restrictions on transfer of such Note set forth in this Indenture and
         in the Private Placement Legend and agrees that it will transfer such
         Note only as provided in this Indenture.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.14 or this Section
2.15. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to Paragraph 6
of the Notes, it shall notify the Trustee in writing of the Redemption Date and
the principal amount of Notes to be redeemed at least 30 days (unless a shorter
notice shall be satisfactory to the Trustee) but not more than 60 days before
the Redemption Date. Any such notice may be canceled in writing at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect.

Section 3.02. Selection by Trustee of Notes To Be Redeemed.

                  If fewer than all of the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed pro rata, by lot or by any other method
that the Trustee considers fair and appropriate and, if such Notes are listed on
any securities exchange, by a method that complies with the requirements of such
exchange; provided, however, that if a partial redemption is made with the
proceeds of a Public Equity Offering, selection of Notes for redemption shall be
made on a pro rata basis, unless such method is otherwise prohibited.

                  The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Notes selected for redemption and, in the case of
any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The
Trustee may select for redemption portions (equal to $1,000 or integral
multiples thereof) of the principal amount of Notes that have denominations
larger than

                                      -36-

$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

Section 3.03.       Notice of Redemption.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Notes to be redeemed at his or
her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.03 hereof.

                  The notice shall identify the Notes to be redeemed (including
the CUSIP number(s) thereof, if any) and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price;

                  (3) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date and upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion will be issued;

                  (4) the name and address of the Paying Agent;

                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (6) that, unless (a) the Company defaults in making the
         redemption payment or (b) such redemption payment is prohibited
         pursuant to Article 10 or 11 hereof or otherwise, interest on the Notes
         called for redemption ceases to accrue on and after the Redemption
         Date, and the only remaining right of the Holders of such Notes is to
         receive payment of the redemption price upon surrender to the Paying
         Agent of the Notes redeemed;

                  (7) the paragraph of the Notes pursuant to which the Notes
         called for redemption are being redeemed; and

                  (8) if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption.

                                      -37-

                  At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's sole expense.

Section 3.04. Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the redemption price, plus interest, if any, accrued to (but not
including) the Redemption Date. Upon surrender to the Trustee or Paying Agent,
such Notes shall be paid at the redemption price, plus accrued interest, if any,
to (but not including) the Redemption Date unless prohibited by Article 10 or
11, provided that if the Redemption Date is after a regular interest payment
record date and on or prior to the next Interest Payment Date, the accrued
interest shall be payable to the Holder of the redeemed Notes registered on the
relevant record date.

Section 3.05. Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of and accrued
interest, if any, on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation.

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Notes called for redemption will cease to accrue interest and the
only right of the Holders of such Notes will be to receive payment of the
redemption price of and, subject to the proviso in Section 3.04, accrued and
unpaid interest on such Notes to the Redemption Date. If any Note called for
redemption shall not be so paid, interest will be paid, from the Redemption Date
until such redemption payment is made, on the unpaid principal of the Note and
any interest not paid on such unpaid principal, in each case, at the rate and in
the manner provided in the Notes.

Section 3.06. Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Trustee
shall authenticate for a Holder a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                      -38-

                                    ARTICLE 4

                                    COVENANTS

Section 4.01. Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes and this Indenture.

                  An installment of principal or interest shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date
money designated for and sufficient to pay such installment and is not
prohibited from paying such money to the Holders pursuant to the terms of this
Indenture or otherwise.

                  The Company shall pay interest on overdue principal, and
overdue interest, to the extent lawful, at the rate specified in the Notes.

Section 4.02. SEC Reports.

                  The Company will deliver to the Trustee and Holders of Notes
within 15 days after the filing of the same with the SEC, copies of the
quarterly and annual report and of the information documents and other reports,
if any, which the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the SEC, to the extent permitted, and provide
the Trustee, Holders of Notes and prospective holders of Notes with such
quarterly and annual reports and such information, documents and other reports
specified in Section 13 and 15(d) of the Exchange Act. The Company will also
comply with the other provisions of TIA Section 314(a).

Section 4.03. Waiver of Stay, Extension or Usury Laws.

                  The Company and each Guarantor covenant (to the extent that
they may lawfully do so) that they will not at any time insist upon, or plead
(as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
which would prohibit or forgive the Company or such Guarantor, as the case may
be, from paying all or any portion of the principal of, premium, if any, and/or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that they may lawfully do so) the Company and
each Guarantor hereby expressly waive all benefit or advantage of any such law,
and covenant that they will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                      -39-

Section 4.04. Compliance Certificate.

                  (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company (commencing with the fiscal
year ended December 31, 2002) and on or before 45 days after the end of the
first, second and third quarters of each fiscal year of the Company, an
Officers' Certificate which complies with TIA Section 314(a)(4) stating that a
review of the activities of the Company and its Subsidiaries during such fiscal
year or fiscal quarter, as the case may be, has been made under the supervision
of the signing Officers with a view to determining whether each has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge each has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action each is taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest, if any, on
the Notes is prohibited or if such event has occurred, a description of the
event and what action each is taking or proposes to take with respect thereto.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.02 above shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of this Article 4 or Article 5 hereof or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly for any failure to obtain knowledge of any such violation.

                  (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Notes, the Company
shall deliver to the Trustee an Officers' Certificate specifying such event,
notice or other action within five Business Days of its becoming aware of such
occurrence.

Section 4.05. Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed

                                      -40-

upon it or any of its Subsidiaries or properties of it or any of its
Subsidiaries and (ii) all lawful claims for labor, materials and supplies that,
if unpaid, might by law become a Lien upon the property of it or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.

Section 4.06. Maintenance of Properties and Insurance.

                  (a) The Company shall cause all properties used in, or useful
to the conduct of, its business or the business of any of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in its
judgment may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times unless the
failure to so maintain such properties (together with all other such failures)
would not have a material adverse effect on the financial condition or results
of operations of the Company and its Subsidiaries, taken as a whole; provided,
however, that nothing in this Section 4.06 shall prevent the Company or any
Subsidiary from discontinuing the operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is
in the good faith judgment of the Board of Directors of the Company or the
Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or such Subsidiary, as the case may be, and is not
disadvantageous in any material respect to the Holders.

                  (b) The Company shall provide or cause to be provided, for
itself and each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Company are adequate and appropriate for the conduct
of the business of the Company and such Restricted Subsidiaries in a prudent
manner, with reputable insurers or with the government of the United States of
America or an agency or instrumentality thereof, in such amounts, with such
deductibles, and by such methods as shall be customary, in the good faith
judgment of the Company, for corporations similarly situated in the industry,
unless the failure to provide such insurance (together with all other such
failures) would not have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries, taken as a whole.

Section 4.07. Compliance with Laws.

                  The Company shall, and shall cause each of its Subsidiaries
to, comply with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the

                                      -41-

conduct of its businesses and the ownership of its properties, except for such
noncompliances as would not in the aggregate have a material adverse effect on
the business or financial condition of the Company and its Subsidiaries, taken
as a whole.

Section 4.08. Corporate Existence.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company and of
each Restricted Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders.

Section 4.09. Maintenance of Office or Agency.

                  The Company shall maintain an office or agency where Notes may
be surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee as set forth in Section 12.02.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.

                  The Company shall give prompt written notice to the Trustee of
such designation or rescission and of any change in the location of any such
other office or agency.

                  The Company hereby initially designates the Corporate Trust
Office of the Trustee set forth in Section 12.02 as such office of the Company.

                                      -42-

Section 4.10. Limitation on Additional Indebtedness and Preferred Stock of
              Restricted Subsidiaries.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) other than Permitted Indebtedness and will not permit any
Restricted Subsidiary to issue any Preferred Stock, unless (a) after giving
effect to the incurrence of such Indebtedness and the issuance of any such
Preferred Stock and the receipt and application of the proceeds thereof, the
Company's Leverage Ratio is less than 6.50 to 1 and (b) no Default or Event of
Default shall have occurred and be continuing at the time or as a consequence of
the incurrence of such Indebtedness or the issuance of such Preferred Stock.
Notwithstanding the foregoing, Preferred Stock may only be issued by a
Restricted Subsidiary of the Company pursuant to the preceding sentence to the
extent such Restricted Subsidiary is a Guarantor.

                  Notwithstanding the foregoing, the Company and the Restricted
Subsidiaries may incur Permitted Indebtedness; provided, however, that the
Company will not incur any Permitted Indebtedness that ranks junior in right of
payment to the Notes that has a maturity or mandatory sinking fund payment prior
to the maturity of the Notes.

Section 4.11. Limitation on Issuances and Sales of Preferred Stock by Restricted
              Subsidiaries.

                  The Company (a) will not permit any of its Restricted
Subsidiaries to issue any Preferred Stock (other than to the Company or a
Wholly-Owned Restricted Subsidiary of the Company or as permitted by the first
paragraph of Section 4.10) and (b) will not permit any Person (other than the
Company or a Wholly-Owned Restricted Subsidiary of the Company) to own any
Preferred Stock of any Restricted Subsidiary of the Company; provided, however,
that this Section 4.11 shall not prohibit the issuance and sale of (x) all, but
not less than all, of the issued and outstanding Capital Stock of any Restricted
Subsidiary of the Company owned by the Company or any of its Restricted
Subsidiaries in compliance with the other provisions of this Indenture or (y) to
the extent mandated by applicable law, directors' qualifying shares or
investments by foreign nationals.

Section 4.12. Limitation on Restricted Payments.

                  The Company will not make, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, make, any Restricted
Payment, unless:

                  (a) no Default or Event of Default shall have occurred and be
         continuing at the time of or immediately after giving effect to such
         Restricted Payment;

                                      -43-

                  (b) immediately after giving pro forma effect to such
         Restricted Payment, the Company could incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under Section 4.10;
         and

                  (c) immediately after giving effect to such Restricted
         Payment, the aggregate of all Restricted Payments declared or made
         after the Issue Date does not exceed the sum of (1) 100% of the
         Company's Cumulative EBITDA minus 1.4 times the Company's Cumulative
         Consolidated Interest Expense, plus (2) 100% of the aggregate Net
         Proceeds and the fair market value of securities or other property
         received by the Company, after January 1, 2001, from (a) the issue or
         sale of Capital Stock (other than Disqualified Capital Stock or Capital
         Stock of the Company issued to any Subsidiary of the Company) of the
         Company or any Indebtedness or other securities of the Company
         convertible into or exercisable or exchangeable for Capital Stock
         (other than Disqualified Capital Stock) of the Company which has been
         so converted or exercised or exchanged, as the case may be, (b) any
         capital contribution to the Company from Parent, and (c) any loans made
         to the Company by Parent prior to the Issue Date upon the cancellation
         of such loans by Parent, plus (3) the net reductions in Investments
         (other than reductions in Permitted Investments) in any Person
         resulting from payments of interest on Indebtedness, dividends,
         repayments of loans, partial or total releases or discharges of
         Guaranteed Permitted Unrestricted Subsidiary Obligations, or from
         designations of Unrestricted Subsidiaries as Restricted Subsidiaries,
         valued in each case at the fair market value thereof, not to exceed the
         amount of Investments previously made by the Company and its Restricted
         Subsidiaries in such Person. For purposes of determining under this
         clause (c) the amount expended for Restricted Payments, cash
         distributed shall be valued at the face amount thereof and property
         other than cash shall be valued at its fair market value as determined
         by the Board of Directors of the Company reasonably and in good faith.

                  The provisions of this Section 4.12 shall not prohibit (i) the
payment of any distribution within 60 days after the date of declaration
thereof, if at such date of declaration such payment would comply with the
provisions of this Indenture, (ii) the retirement of any shares of Capital Stock
of the Company or Indebtedness of the Company which is subordinated or pari
passu in right of payment to the Notes by conversion into, or by or in exchange
for, shares of Capital Stock (other than Disqualified Capital Stock), or out of
the Net Proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Company) of other shares of Capital Stock of the Company
(other than Disqualified Capital Stock); provided, however, that the amount of
any such Net Proceeds that are utilized for any such retirement shall be
excluded from clause (c)(2) of the previous paragraph, (iii) the redemption or
retirement of Indebtedness of the Company which is subordinated or pari passu in
right of payment to the Notes in exchange for, by conversion into, or out of the
Net Proceeds of, a substantially concurrent sale or incurrence of Indebtedness
of the Company (other than any Indebtedness

                                      -44-

owed to a Subsidiary of the Company) that is, with respect to any such
subordinated Indebtedness, contractually subordinated in right of payment to the
Notes to at least the same extent as the subordinated Indebtedness being
redeemed or retired, with respect to any such pari passu Indebtedness, pari
passu or subordinated in right of payment to the Notes and, with respect to any
such subordinated or pari passu Indebtedness, (x) has a Stated Maturity no
earlier than the 91st day after the Final Maturity Date or the final maturity
date of the Indebtedness being redeemed or retired, whichever is earlier and (y)
has an Average Life to Stated Maturity equal to or greater than the remaining
Average Life to Stated Maturity of the Indebtedness being redeemed or retired;
provided, however, that the amount of any such Net Proceeds that are utilized
for any such redemption or retirement shall be excluded from clause (c)(2) of
the preceding paragraph, (iv) the funding of loans (but not including the
forgiveness of any such loan) to executive officers, directors and shareholders
for relocation loans, bonus advances and other purposes consistent with past
practices or the purchase, redemption or other acquisition for value of shares
of Capital Stock of the Company (other than Disqualified Capital Stock) or
options on such shares held by the Company's or the Restricted Subsidiaries'
officers or employees or former officers or employees (or their estates or
trusts or beneficiaries under their estates or trusts for the benefit of such
beneficiaries) upon the death, disability, retirement or termination of
employment of such current or former officers or employees pursuant to the terms
of an employee benefit plan or any other agreement pursuant to which such shares
of Capital Stock or options were issued or pursuant to a severance, buy-sell or
right of first refusal agreement with such current or former officer or
employee; provided that the aggregate amount of any such loans funded and cash
consideration paid, or distributions made, pursuant to this clause (iv) do not
in any one fiscal year exceed $1 million, (v) the making of Investments in
Unrestricted Subsidiaries and joint ventures in an aggregate amount not to
exceed $20 million; provided, however, that the Company or the Restricted
Subsidiaries may make additional Investments pursuant to this clause (v) up to
an aggregate amount not to exceed $10 million if the Company is able, at the
time of any such Investment and immediately after giving effect thereto, to
incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.10; provided further, however, that
in calculating the aggregate amount of Restricted Payments made subsequent to
the Issue Date for purposes of clause (c) of the immediately preceding
paragraph, amounts expended pursuant to clause (i) and this clause (v) shall be
included in the calculation, (vi) the payment of any dividend or the making of
any distribution to Parent in amounts sufficient to permit Parent to pay
interest when due on the Convertible Notes or any Indebtedness issued by Parent
to refinance the Convertible Notes; provided, however, that such Indebtedness is
(a) in an aggregate principal amount that is equal to or less than the sum of
(i) the aggregate principal amount of the Convertible Notes outstanding, (ii)
the amount of any premium required to be paid in connection with such
refinancing pursuant to the terms of the Convertible Notes and (iii) the amount
of customary fees, expenses and costs related to the incurrence of such
Indebtedness and (b) scheduled to mature no earlier than the Convertible Notes;
and (vii) distributions by the Company to Parent to permit Parent to pay
obligations actually incurred by Parent in respect

                                      -45-

of the payment of certain operating expenses of the Company or the Restricted
Subsidiaries in an aggregate amount in any fiscal year not to exceed 5% of the
total operating expenses of the Company and the Restricted Subsidiaries on a
consolidated basis determined in accordance with GAAP.

Section 4.13. Limitation on Other Senior Subordinated Debt.

                  The Company will not, and will not permit any of the
Restricted Subsidiaries to, directly or indirectly, incur, contingently or
otherwise, any Indebtedness that is both (i) subordinate in right of payment to
any Senior Indebtedness of the Company or any of the Guarantors, as the case may
be, and (ii) senior in right of payment to the Notes or any of the Guarantees,
as the case may be.

Section 4.14. Limitation on Certain Asset Sales.

                  (a) The Company will not, and will not permit any of the
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or
such Restricted Subsidiary, as the case may be, receives consideration at the
time of such sale or other disposition at least equal to the fair market value
thereof (as determined in good faith by the Company's Board of Directors, and
evidenced by a Board Resolution); (ii) not less than 75% of the consideration
received by the Company or such Restricted Subsidiary, as the case may be, is in
the form of cash or Temporary Cash Investments; provided, however, that the
amount of (x) any liabilities of the Company or any Restricted Subsidiaries that
are assumed by the transferee of such assets and for which the Company and its
Restricted Subsidiaries are released, including any such Indebtedness of a
Restricted Subsidiary whose stock is purchased by the transferee and (y) any
notes or other securities received by the Company or any such Restricted
Subsidiary which are converted into cash within 180 days after such Asset Sale
(to the extent of cash received) shall be deemed to be cash for purposes of this
provision; provided further, however, that the Company or such Restricted
Subsidiary will not be required to comply with this clause (ii) with respect to
a Permitted Asset Swap; and (iii) the Asset Sale Proceeds received by the
Company or such Restricted Subsidiary are applied (a) first, to the extent the
Company elects, or is required, to permanently prepay, repay or purchase
existing Senior Indebtedness (or Purchase Money Indebtedness that ranks pari
passu in right of payment with the Notes solely to the extent that such Asset
Sale involves property or assets securing such Purchase Money Indebtedness
pursuant to a Lien granted pursuant to clause (v) of the definition of Permitted
Liens) within 270 days following the receipt of the Asset Sale Proceeds from any
Asset Sale; provided, however, that any such repayment shall result in a
permanent reduction of the commitments thereunder in an amount equal to the
principal amount so repaid; (b) second, to the extent of the balance of Asset
Sale Proceeds after application as described above, to the extent the Company
elects, to an investment in assets (including Capital Stock or other securities
purchased in connection with the acquisition of Capital Stock or property of
another

                                      -46-

Person) used or useful in businesses similar or ancillary to the business of the
Company and the Restricted Subsidiaries as conducted at the time of such Asset
Sale, provided, however, that such investment occurs and such Asset Sale
Proceeds are so applied within 270 days following the receipt of such Asset Sale
Proceeds (the "Reinvestment Date"); and (c) third, if on the Reinvestment Date
with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $15
million, the Company shall apply an amount equal to such Available Asset Sale
Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal
to 100% of the principal amount thereof plus accrued and unpaid interest, if
any, to the date of repurchase (an "Excess Proceeds Offer"); provided, however,
that the Company may, at the time that it makes any such Excess Proceeds Offer,
also offer to purchase, at a price in cash equal to 100% of the outstanding
principal amount thereof plus accrued and unpaid interest, if any, to the
purchase date, any Indebtedness which ranks pari passu in right of payment to
the Notes (a "Pari Passu Excess Proceeds Offer") and to the extent the Company
so elects to make a Pari Passu Excess Proceeds Offer, Notes and such pari passu
Indebtedness shall be purchased pursuant to such Excess Proceeds Offer and Pari
Passu Excess Proceeds Offer, respectively, on a pro rata basis based on the
aggregate principal amount of such Notes and pari passu Indebtedness then
outstanding. To the extent that the aggregate principal amount of Notes tendered
pursuant to an Excess Proceeds Offer is less than the Available Asset Sale
Proceeds, the Company may use such deficiency for general corporate purposes. To
the extent that the aggregate principal amount of pari passu Indebtedness
tendered pursuant to a Pari Passu Excess Proceeds Offer is less than such pari
passu Indebtedness's pro rata share of such Available Asset Sale Proceeds, the
Company shall use such remaining Available Asset Sale Proceeds to purchase any
Notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer.
If the aggregate principal amount of Notes validly tendered and not withdrawn by
holders thereof exceeds the Available Asset Sale Proceeds or to the extent the
Company elects to make a Pari Passu Excess Proceeds Offer, exceeds the Notes'
pro rata share of such Available Asset Sale Proceeds, then Notes to be purchased
will be selected on a pro rata basis. Upon completion of such Excess Proceeds
Offer, the amount of Available Asset Sale Proceeds shall be reset to zero.

                  (b) If the Company is required to make an Excess Proceeds
Offer, the Company shall mail, within 30 days following the Reinvestment Date, a
notice to the Holders with a copy to the Trustee which shall include, among
other things, the instructions, determined by the Company, that each such Holder
must follow in order to have such Notes repurchased and the calculations used in
determining the amount of Available Asset Sale Proceeds to be applied to the
repurchase of such Notes. The notice, which shall govern the terms of the Excess
Proceeds Offer, shall also state:

                  (1) that the Excess Proceeds Offer is being made pursuant to
         this Section 4.14 and that the Excess Proceeds Offer shall remain open
         for a period of 20

                                      -47-

         Business Days following its commencement or such longer period as may
         be required by law (the "Offer Period");

                  (2) that such Holders have the right to require the Company to
         apply the Available Asset Sale Proceeds to repurchase such Notes at a
         purchase price in cash equal to 100% of the principal amount thereof
         plus accrued and unpaid interest, if any, to the date of purchase;

                  (3) the purchase price and the purchase date (the "Purchase
         Date") which shall be no earlier than 30 days and not later than 60
         days from the date such notice is mailed;

                  (4) that any Note not tendered or accepted for payment will
         continue to accrue interest;

                  (5) that any Note accepted for payment pursuant to the Excess
         Proceeds Offer shall cease to accrue interest on and after the Purchase
         Date;

                  (6) that Holders electing to have a Note purchased pursuant to
         any Excess Proceeds Offer will be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, to the Company, a depository, if appointed by
         the Company, or a Paying Agent at the address specified in the notice
         at least three Business Days before the Purchase Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Company, depository or Paying Agent, as the case may be,
         receives, not later than the expiration of the Offer Period, a
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Note the Holder delivered for purchase and
         a statement that such Holder is withdrawing his election to have the
         Note purchased;

                  (8) that Holders whose Notes were purchased only in part will
         be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered;

                  (9) whether the Company is also making a Pari Passu Excess
         Proceeds Offer and to the extent the Company is also making such a Pari
         Passu Excess Proceeds Offer the aggregate principal amount of Notes and
         such pari passu Indebtedness which may be purchased by the Company on a
         pro rata basis based on the aggregate principal amount of Notes and
         such pari passu Indebtedness then outstanding (including any
         calculations with respect thereto); and

                                      -48-

                  (10) that, if the aggregate principal amount of Notes
         surrendered by Holders exceeds the Available Asset Sale Proceeds or to
         the extent the Company elects to make a Pari Passu Excess Proceeds
         Offer, the Notes' pro rata share of such Available Asset Sale Proceeds,
         the Company shall select the Notes to be purchased on a pro rata basis
         (with such adjustments as may be deemed appropriate by the Company so
         that only Notes in denominations of $1,000, or integral multiples
         thereof, shall be purchased).

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
Notes or portions thereof tendered pursuant to the Excess Proceeds Offer,
deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase
price plus accrued interest, if any, on the Notes to be purchased and deliver to
the Trustee an Officers' Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 4.14. The Paying Agent shall promptly (but in any case not later than
three Business Days after the Purchase Date) mail or deliver to each tendering
Holder an amount equal to the purchase price of the Note tendered by such Holder
and accepted by the Company for purchase, and the Company shall promptly issue a
new Note, and the Trustee shall authenticate and mail or make available for
delivery such new Note to such Holder equal in principal amount to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Excess Proceeds Offer on the Purchase
Date.

Section 4.15. Limitation on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any of the
Restricted Subsidiaries to, directly or indirectly, enter into or suffer to
exist any transaction or series of related transactions (including, without
limitation, the sale, purchase, exchange or lease of assets, property or
services) with any Affiliate (including entities in which the Company or any of
the Restricted Subsidiaries owns a minority interest) or holder of 10% or more
of Parent's Common Stock (each of the foregoing, an "Affiliate Transaction") or
extend, renew, waive or otherwise modify the terms of any Affiliate Transaction
entered into prior to the Issue Date unless the terms of such Affiliate
Transaction are fair and reasonable to the Company or such Restricted
Subsidiary, as the case may be, and the terms of such Affiliate Transaction are
at least as favorable as the terms which could be obtained by the Company or
such Restricted Subsidiary, as the case may be, in a comparable transaction made
on an arm's-length basis between unaffiliated parties. In any Affiliate
Transaction involving an amount or having a value in excess of $2 million, the
Company must obtain a Board Resolution approved by a majority of the members of
the Board of Directors of the Company (and a majority of the disinterested
members of the Board of Directors of the Company) certifying that such Affiliate
Transaction complies with this Section 4.15. In any Affiliate Transaction (other
than a

                                      -49-

transaction or series of related transactions between the Company or any of the
Restricted Subsidiaries and Interstate Highway Signs Corp. providing for the
purchase of highway signage) with a value in excess of $10 million, the Company
must obtain a written opinion that such Affiliate Transaction complies with this
Section 4.15 from an independent investment banking firm of nationally
recognized standing.

                  (b) The foregoing provisions will not apply to (i) any
Restricted Payment that is not prohibited by Section 4.12, (ii) any transaction
between the Company and any of its Restricted Subsidiaries or between Restricted
Subsidiaries, or (iii) the payment of reasonable and customary regular fees to
directors of the Company who are not employees of the Company and any employment
and consulting agreements entered into by the Company or any Restricted
Subsidiary with their executives or consultants in the ordinary course of
business.

Section 4.16. Limitations on Liens.

                  The Company will not, and will not permit any of the
Restricted Subsidiaries to, create, incur or otherwise cause or suffer to exist
or become effective any Liens of any kind (other than Permitted Liens) upon any
Property, assets, income or profits of the Company or any Restricted Subsidiary
or any shares of stock or debt of any Restricted Subsidiary (whether or not any
of the foregoing is now owned or hereafter acquired), unless (i) if such Lien
secures Indebtedness which is pari passu in right of payment with the Notes,
then the Notes are secured on an equal and ratable basis with the obligations so
secured until such time as such obligation is no longer secured by a Lien or
(ii) if such Lien secures Indebtedness which is subordinated in right of payment
to the Notes, any such Lien shall be subordinated to the Lien granted to the
Holders of the Notes in the same collateral as that securing such Lien to the
same extent as such subordinated Indebtedness is subordinated to the Notes.

Section 4.17. Limitation on Dividends and Other Payment Restrictions Affecting
              Subsidiaries.

                  The Company will not, and will not permit any of the
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction of any kind
on the ability of any Restricted Subsidiary to (a) pay dividends or make any
other distributions to the Company or any Restricted Subsidiary on its Capital
Stock, (b) pay any Indebtedness owed to the Company or any Restricted
Subsidiary, (c) make loans or advances to the Company or any Restricted
Subsidiary, (d) transfer any of its properties or assets to the Company or any
Restricted Subsidiary, (e) grant Liens on or security interests on the assets of
the Company or the Restricted Subsidiaries in favor of the Holders of the Notes,
or (f) guarantee the Notes or any renewals or refinancings thereof, in each
case, except for Permitted Dividend Encumbrances.

                                      -50-

Section 4.18. Guarantees of Certain Indebtedness.

                  The Company will not permit any of the Restricted Subsidiaries
(other than the Guarantors) to (a) incur, guarantee or secure through the
granting of Liens the payment of any Indebtedness of the Company or any other
Restricted Subsidiary or (b) pledge any intercompany notes representing
obligations of any of the Restricted Subsidiaries to secure the payment of any
Indebtedness of the Company, in each case unless such Restricted Subsidiary, the
Company and the Trustee execute and deliver a supplemental indenture evidencing
such Restricted Subsidiary's Guarantee of the Notes pursuant to Article 10 of
this Indenture. Thereafter, such Restricted Subsidiary shall be a Guarantor for
all purposes of this Indenture.

Section 4.19. Payments for Consent.

                  Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders of the Notes which so consent, waive or
agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

Section 4.20. Change of Control.

                  (a) Upon the occurrence of a Change of Control (the date of
such occurrence, the "Change of Control Date"), the Company will notify the
Holders of the Notes in writing of such occurrence and shall make an offer to
purchase (a "Change of Control Offer"), and shall purchase, on a Business Day (a
"Change of Control Purchase Date") not more than 60 nor less than 30 days
following the Change of Control Date all of the then outstanding Notes at a
purchase price equal to 101% of the principal amount thereof plus accrued
interest, if any, to the Change of Control Purchase Date (the "Change of Control
Purchase Price").

                  (b) Notice of a Change of Control Offer shall be sent, by
first-class mail, postage prepaid, by the Company not later than the 30th day
after the Change of Control Date to the Holders of the Notes at their last
registered addresses with a copy to the Trustee and the Paying Agent. The Change
of Control Offer shall remain open from the time of mailing for at least 20
Business Days and until 5:00 p.m., New York City time, on the Change of Control
Purchase Date. The notice, which shall govern the terms of the Change of Control
Offer, shall include such disclosures as are required by law and shall state:

                           (i) that the Change of Control Offer is being made
                  pursuant to this Section 4.20 and that all Notes validly
                  tendered into the Change of Control Offer and not withdrawn
                  will be accepted for payment;

                                      -51-

                          (ii) the purchase price (including the amount of
                  accrued interest, if any) for each Note, the Change of Control
                  Purchase Date and the date on which the Change of Control
                  Offer expires;

                           (iii) that any Note not tendered for payment will
                  continue to accrue interest in accordance with the terms
                  thereof;

                          (iv) that, unless the Company shall default in the
                  payment of the purchase price, any Note accepted for payment
                  pursuant to the Change of Control Offer shall cease to accrue
                  interest after the Change of Control Purchase Date;

                           (v) that Holders electing to have Notes purchased
                  pursuant to a Change of Control Offer will be required to
                  surrender their Notes to the Paying Agent at the address
                  specified in the notice prior to 5:00 p.m., New York City
                  time, on the Change of Control Purchase Date and must complete
                  any form of letter of transmittal proposed by the Company and
                  reasonably acceptable to the Trustee and the Paying Agent;

                          (vi) that Holders of Notes will be entitled to
                  withdraw their election if the Paying Agent receives, not
                  later than 5:00 p.m., New York City time, on the Change of
                  Control Purchase Date, a tested telex, facsimile transmission
                  or letter setting forth the name of the Holder, the principal
                  amount of Notes the Holder delivered for purchase, the Note
                  certificate number (if any) and a statement that such Holder
                  is withdrawing its election to have such Notes purchased;

                         (vii) that Holders whose Notes are purchased only in
                  part will be issued Notes equal in principal amount to the
                  unpurchased portion of the Notes surrendered;

                           (viii) the instructions that Holders must follow in
                  order to tender their Notes; and

                          (ix) information concerning the business of the
                  Company, the most recent annual and quarterly reports of the
                  Company filed with the SEC pursuant to the Exchange Act (or,
                  if the Company is not then permitted to file any such reports
                  with the SEC, the comparable reports prepared pursuant to
                  Section 4.02), a description of material developments in the
                  Company's business, information with respect to pro forma
                  historical financial information after giving effect to such
                  Change of Control and such other information concerning the
                  circumstances and relevant facts regarding such Change of
                  Control Offer as

                                      -52-

                  would be material to a Holder of Notes in connection with the
                  decision of such Holder as to whether or not it should tender
                  Notes pursuant to the Change of Control Offer.

                  On the Change of Control Purchase Date, the Company shall (i)
accept for payment Notes or portions thereof validly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent money, in
immediately available funds, sufficient to pay the purchase price of all Notes
or portions thereof so tendered and accepted and (iii) deliver to the Trustee
the Notes so accepted together with an Officers' Certificate setting forth the
Notes or portions thereof tendered to and accepted for payment by the Company.
The Paying Agent shall promptly mail or deliver to the Holders of Notes so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered; provided
that each such new Note shall be issued in an original principal amount in
denominations of $1,000 and integral multiples thereof. Any Notes not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company will publicly announce the results of the Change of Control
Offer not later than the first Business Day following the Change of Control
Purchase Date.

                  (c) (i) If the Company or any Restricted Subsidiary has issued
any outstanding Indebtedness that is subordinated in right of payment to the
Notes or the Guarantee of such Restricted Subsidiary, as the case may be, or the
Company or any Restricted Subsidiary has issued any Preferred Stock, and the
Company or such Restricted Subsidiary is required to make a change of control
offer or to repurchase or make a distribution with respect to such subordinated
Indebtedness or Preferred Stock in the event of a change of control, the Company
or such Restricted Subsidiary shall not consummate any such change of control
offer, repurchase or distribution with respect to such subordinated Indebtedness
or Preferred Stock until such time as the Company shall have paid the Change of
Control Purchase Price in full to Holders of Notes that have accepted the
Company's Change of Control Offer and shall otherwise have consummated the
Change of Control Offer made to Holders of the Notes and (ii) the Company or any
Restricted Subsidiary will not issue Indebtedness that is subordinated in right
of payment to the Notes or the Guarantee of such Restricted Subsidiary and the
Company and its Restricted Subsidiaries will not issue Preferred Stock with
change of control provisions requiring the payment of such Indebtedness or
Preferred Stock prior to the payment of the Notes in the event of a Change of
Control under this Indenture.

                  In the event that a Change of Control occurs and the holders
of Notes exercise their right to require the Company to purchase Notes, if such
purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the
Exchange Act at that time, the Company will comply with the requirements of Rule
14e-1 as then in effect with respect to such repurchase.

                                      -53-

Section 4.21. Board Action.

                  The Company will not take any action required by this
Indenture to be approved by the Board of Directors of the Company unless
concurrently therewith or prior thereto the Board of Directors of the Parent, or
an authorized board committee thereof, approves such action.

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.01. Limitation on Consolidation, Merger and Sale of Assets.

                  (a) The Company will not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person or Persons, and
the Company will not permit any of its Restricted Subsidiaries to enter into any
such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company or the Company and its Restricted
Subsidiaries, taken as a whole, to any other Person or Persons, unless at the
time of and after giving effect thereto (i) either (A) if the transaction or
series of transactions is a merger or consolidation, the Company shall be the
surviving Person of such merger or consolidation, or (B) the Person formed by
such consolidation or into which the Company or such Restricted Subsidiary is
merged or to which the properties and assets of the Company or such Restricted
Subsidiary, as the case may be, are transferred (any such surviving person or
transferee Person being the "Surviving Entity") shall be a corporation organized
and existing under the laws of the United States of America, any state thereof
or the District of Columbia and shall expressly assume by a supplemental
indenture executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all the obligations of the Company under the Notes and this
Indenture, and in each case, this Indenture shall remain in full force and
effect; and (ii) immediately before and immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions), no
Default or Event of Default shall have occurred and be continuing and the
Company or the Surviving Entity, as the case may be, after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions),
could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)

                                      -54-

pursuant to Section 4.10 hereof (assuming a market rate of interest with respect
to such additional Indebtedness).

                  (b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.01, the Company shall deliver, or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.01 and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.

Section 5.02. Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Restricted Subsidiary in
accordance with Section 5.01 above, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter
(except with respect to any such transfer which is a lease) the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

                  An "Event of Default" occurs if:

                  (1) there is a default in the payment of any principal of, or
         premium, if any, on the Notes when the same becomes due and payable at
         maturity, upon acceleration, redemption or otherwise, whether or not
         such payment is prohibited by the provisions of Article 11 hereof;

                  (2) there is a default in the payment of any interest on any
         Note when the same becomes due and payable and the Default continues
         for a period of 30 days, whether or not such payment is prohibited by
         the provisions of Article 11 hereof;

                  (3) the Company or any Guarantor defaults in the observance or
         performance of any other covenant in the Notes or this Indenture for 45
         days after written

                                      -55-

         notice from the Trustee or the Holders of not less than 25% in the
         aggregate principal amount of the Notes then outstanding;

                  (4) there is a default or are defaults under one or more
         agreements, instruments, mortgages, bonds, debentures or other
         evidences of Indebtedness under which the Company or any Restricted
         Subsidiary of the Company then has outstanding Indebtedness in excess
         of $10 million, individually or in the aggregate, and either (a) such
         Indebtedness is already due and payable in full or (b) such default or
         defaults have resulted in the acceleration of the maturity of such
         Indebtedness;

                  (5) a court of competent jurisdiction enters a final judgment
         or judgments which can no longer be appealed for the payment of money
         in excess of $10 million (not covered by insurance) against the Company
         or any Restricted Subsidiary and such judgment remains undischarged for
         a period of 60 consecutive days during which a stay of enforcement of
         such judgment shall not be in effect;

                  (6) the Company or any Restricted Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case,

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property,makes a
                  general assignment for the benefit of its creditors, or

                           (D) generally is not paying its debts as they become
                  due; or

                  (7) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company or any
                  Restricted Subsidiary in an involuntary case,

                           (B) appoints a Custodian of the Company or any
                  Restricted Subsidiary or for all or substantially all of the
                  property of the Company or any Restricted Subsidiary, or

                           (C) orders the liquidation of the Company or any
                  Restricted Subsidiary, and the order or decree remains
                  unstayed and in effect for 60 days.

                                      -56-

                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  The Trustee may withhold notice to the Holders of the Notes of
any Default (except in payment of principal or premium, if any, or interest on
the Notes) in accordance with Section 7.05.

Section 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default arising
under Section 6.01(6) or (7)) occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of not less than 25% in aggregate
principal amount of the Notes (including Additional Notes, if any) then
outstanding may by written notice to the Company and the Trustee declare that
the entire principal amount of all the Notes then outstanding plus accrued and
unpaid interest to the date of acceleration are immediately due and payable, in
which case either (i) such amounts shall become immediately due and payable; or
(ii) if there are any amounts outstanding under or in respect of the Senior
Credit Facility, such amounts shall become due and payable upon the first to
occur of an acceleration under or in respect of the Senior Credit Facility or
five Business Days after receipt by the Company and the agent for the lenders
under the Senior Credit Facility of notice of the acceleration of the Notes;
provided, however, that after such acceleration but before a judgment or decree
based on such acceleration is obtained by the Trustee, the Holders of a majority
in aggregate principal amount of the outstanding Notes may rescind and annul
such acceleration and its consequences if (i) all existing Events of Default,
other than the nonpayment of accelerated principal, premium, if any, or interest
that has become due solely because of the acceleration, have been cured or
waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due
otherwise than by such declaration of acceleration, has been paid and (iii) if
the rescission would not conflict with any judgment or decree. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto. In case an Event of Default specified in Section 6.01(6) or (7) with
respect to the Company occurs, such principal, premium, if any, and interest
amount with respect to all of the Notes shall be due and payable immediately
without any declaration or other act on the part of the Trustee or the Holders
of the Notes.

Section 6.03. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or

                                      -57-

premium, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

Section 6.04. Waiver of Past Defaults and Events of Default.

                  Subject to Sections 6.02, 6.07 and 8.02 hereof, the Holders of
a majority in principal amount of the Notes (including Additional Notes, if any)
then outstanding have the right to waive any existing Default or Event of
Default or compliance with any provision of this Indenture or the Notes. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

Section 6.05. Control by Majority.

                  The Holders of a majority in principal amount of the Notes
(including Additional Notes, if any) then outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee by this
Indenture. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines may be
unduly prejudicial to the rights of another Noteholder or that may involve the
Trustee in personal or corporate liability; provided that the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.

Section 6.06. Limitation on Suits.

                  Subject to Section 6.07 below, a Noteholder may not institute
any proceeding or pursue any remedy with respect to this Indenture or the Notes
unless:

                  (1) the Holder gives to the Trustee written notice of a
         continuing Event of Default;

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Notes (including Additional Notes, if any) then outstanding make
         a written request to the Trustee to pursue the remedy;

                                      -58-

                  (3) such Holder or Holders offer to the Trustee indemnity
         reasonably satisfactory to the Trustee against any loss, liability or
         expense to be incurred in compliance with such request;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60 day period by the Holders of a
         majority in aggregate principal amount of the Notes then outstanding.

                  A Noteholder may not use this Indenture to prejudice the
rights of another Noteholder or to obtain a preference or priority over another
Noteholder.

Section 6.07. Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture (but in
any event subject to the provisions of Articles 10 and 11), the right of any
Holder of a Note to receive payment of principal of, or premium, if any, and
interest of the Note on or after the respective due dates expressed in the Note,
or to bring suit for the enforcement of any such payment on or after such
respective dates, is absolute and unconditional and shall not be impaired or
affected without the consent of the Holder.

Section 6.08. Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or the Guarantors (or any other obligor on the Notes)
for the whole amount of unpaid principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate then borne by the Notes, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Noteholders allowed in any judicial proceedings relative to the Company or the
Guarantors (or any other obligor upon the Notes), any of their respective

                                      -59-

creditors or any of their respective property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same after deduction of its
charges and expenses to the extent that any such charges and expenses are not
paid out of the estate in any such proceedings and any custodian in any such
judicial proceeding is hereby authorized by each Noteholder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Noteholders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder any plan or reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Noteholder in any such
proceedings.

Section 6.10. Priorities.

                  If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07
         hereof;

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
         for principal, premium, if any, and interest as to each, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Notes; and

                  THIRD: to the Company or, to the extent the Trustee collects
         any amount from any Guarantor, to such Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 hereof or a suit by

                                      -60-

Holders of more than 10% in principal amount of the Notes (including Additional
Notes, if any) then outstanding.

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01. Duties of Trustee.

                  (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in its exercise
as a prudent person would exercise or use under the same circumstances in the
conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default:

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no covenants or
         obligations shall be implied in this Indenture against the Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture but, in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section 7.01.

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Sections 6.02 and 6.05 hereof.

                                      -61-

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.

                  (e) The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
directions of the Noteholders of not less than a majority in principal amount of
any series at the time outstanding relating to the time, place, and method of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture with respect
to the Notes of that series.

                  (f) Whether or not therein expressly so provided, paragraphs
(a), (b), (c), (d) and (e) of this Section 7.01 shall govern every provision of
this Indenture that in any way relates to the Trustee.

                  (g) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company or
any Guarantor. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

Section 7.02. Rights of Trustee.

                  Subject to Section 7.01 hereof:

                  (1) The Trustee may conclusively rely on and shall be
         protected in acting or refraining from acting upon any document
         reasonably believed by it to be genuine and to have been signed or
         presented by the proper person.

                  The Trustee need not investigate any fact or matter stated in
the document.

                  (2) Any request, direction, order, or demand of the Company
         mentioned herein shall be sufficiently evidenced by a Board Resolution
         (or an authorized board committee thereof) or a document signed in the
         name of the Company by an authorized officer (unless other evidence in
         respect thereof is specifically prescribed herein).

                  (3) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 12.05 hereof. The
         Trustee shall be protected and shall not be liable for any action it
         takes or omits to take in good faith in reliance on such certificate or
         opinion.

                                      -62-

                  (4) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed by
         it with due care.

                  (5) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers.

                  (6) The Trustee may consult with counsel of its selection, and
         the advice or opinion of such counsel as to matters of law shall be
         full and complete authorization and protection from liability in
         respect of any action taken, omitted or suffered by it hereunder in
         good faith and in accordance with the advice or opinion of such
         counsel.

                  (7) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the Holders pursuant to the provisions of
         this Indenture, unless such Holders shall have offered to the Trustee
         reasonable security or indemnity against the costs, expenses and
         liabilities which may be incurred therein or thereby.

                  (8) The Trustee shall not be deemed to have knowledge of any
         fact or matter unless such fact or matter is known to a Responsible
         Officer of the Trustee.

                  (9) Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may
         request, and in the absence of bad faith or willful misconduct on its
         part, rely upon an Officer's Certificate.

Section 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company or any Guarantor, or any
Affiliates thereof, with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. The Trustee, however, shall be
subject to Sections 7.10 and 7.11 hereof.

Section 7.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
Company's use of the proceeds from the sale of Notes or any money paid to the
Company pursuant to the terms of this Indenture and it shall not be responsible
for any statement or recital herein or in the Notes other than its certificate
of authentication.

                                      -63-

Section 7.05. Notice of Default.

                  If a Default or an Event of Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to each Noteholder
notice of the Default or the Event of Default, as the case may be, within 30
days after it occurs. Except in the case of a Default or an Event of Default in
payment of the principal of, or premium, if any, or interest on any Note the
Trustee may withhold the notice if and so long as the Board of Directors of the
Trustee, the executive committee or any trust committee of such board and/or its
Responsible Officers in good faith determine(s) that withholding the notice is
in the interests of the Noteholders.

Section 7.06. Reports by Trustee to Holders.

                  If required by the TIA, within 60 days after May 15 of each
year, commencing the May 15 following the date of this Indenture, the Trustee
shall mail to each Noteholder a brief report dated as of such May 15 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and 313(c).

                  A copy of each report at the time of its mailing to
Noteholders shall be filed with the SEC, the New York Stock Exchange and each
other stock exchange, if any, on which the Notes are listed. The Company shall
promptly notify the Trustee when the Notes are listed on any other stock
exchange and the Trustee shall comply with TIA Section 313(d).

Section 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall not
be limited by any provision of law on compensation of a trustee of an express
trust.

                  The Company shall reimburse the Trustee upon request for all
reasonable disbursements, expenses and advances incurred or made by it in
connection with its duties under this Indenture, including the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee for, and hold it
harmless against, any and all loss or liability incurred by it in connection
with the acceptance or performance of its duties under this Indenture including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity.

                  However, the failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations. Notwithstanding the foregoing,
the Company and the

                                      -64-

Guarantors need not reimburse the Trustee for any expense or indemnify it
against any loss or liability incurred by the Trustee through its gross
negligence or bad faith. To secure the payment obligations of the Company and
the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee except such
money or property held in trust to pay principal of and interest on particular
Notes.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to Article 9.

Section 7.08. Replacement of Trustee.

                  The Trustee may resign by so notifying the Company in writing.

                  The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by notifying the removed Trustee in
writing and may appoint a successor Trustee with the Company's written consent
which consent shall not be unreasonably withheld. The Company may remove the
Trustee at its election if:

                  (1) the Trustee fails to comply with Section 7.10 hereof;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly notify each
Holder of such event and shall promptly appoint a successor Trustee.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                  If the Trustee fails to comply with Section 7.10 hereof, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

                                      -65-

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07 hereof, transfer all property held by it as Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Noteholder.

Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10 hereof, the successor corporation without
any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the provision in Section
310(b)(1).

Section 7.11. Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

Section 7.12. Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (1) that it will hold all sums held by it as agent for the
         payment of principal of, or premium, if any, or interest on, the Notes
         (whether such sums have been paid to it by the Company or by any
         obligor on the Notes) in trust for the benefit of Holders of the Notes
         or the Trustee;

                  (2) that it will at any time during the continuance of any
         Event of Default, upon written request from the Trustee, deliver to the
         Trustee all sums so held in trust by it together with a full accounting
         thereof; and

                                      -66-

                  (3) that it will give the Trustee written notice within three
         (3) Business Days of any failure of the Company (or by any obligor on
         the Notes) in the payment of any installment of the principal of,
         premium, if any, or interest on, the Notes when the same shall be due
         and payable.

                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01. Without Consent of Holders.

                  The Company and the Guarantors, when authorized by a Board
Resolution of each of them, and the Trustee may amend or supplement this
Indenture or the Notes without notice to or consent of any Noteholder:

                  (1) to comply with Section 5.01 hereof;

                  (2) to provide for uncertificated Notes in addition to
         certificated Notes;

                  (3) to add new Subsidiary Guarantors pursuant to Section
         10.04;

                  (4) to comply with any requirements of the SEC under the TIA;
         or

                  (5) to cure any ambiguity, defect or inconsistency, or to make
         any other change that does not adversely affect the rights of any
         Noteholder.

                  The Trustee is hereby authorized to join with the Company and
the Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
adversely affects its own rights, duties or immunities under this Indenture.

Section 8.02. With Consent of Holders.

                  The Company, the Guarantors, when authorized by a Board
Resolution of each of them, and the Trustee may amend or supplement this
Indenture or the Notes with the written consent of the Holders of not less than
a majority in aggregate principal amount of the outstanding Notes (including
Additional Notes, if any) without notice to any Noteholder. The Holders of not
less than a majority in aggregate principal amount of the outstanding Notes
(including Additional Notes, if any) may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes
without notice to any Noteholder. Subject to Section 8.04, without the consent
of each Noteholder affected, however, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not:

                                      -67-

                  (1) reduce the amount of Notes (including Additional Notes, if
         any) whose Holders must consent to an amendment, supplement or waiver
         to this Indenture or the Notes;

                  (2) reduce the rate of or change the time for payment of
         interest on any Note;

                  (3) reduce the principal of or premium on or change the stated
         maturity of any Note;

                  (4) make any Note payable in money other than that stated in
         the Note;

                  (5) change the amount or time of any payment required by the
         Notes or reduce the premium payable upon any redemption of the Notes,
         or change the time before which no such redemption may be made;

                  (6) waive a default in the payment of the principal of,
         interest on, or redemption payment with respect to, any Note;

                  (7) make any changes in Sections 6.04 or 6.07 hereof or this
         sentence of Section 8.02;

                  (8) amend, alter, change or modify the obligation of the
         Company to make and consummate a Change of Control Offer in the event
         of a Change of Control or make and consummate an Excess Proceeds Offer
         after such obligation has arisen or waive any Default in the
         performance of any such offers or modify any of the provisions or
         definitions with respect to any such offers; or

                  (9) take any other action otherwise prohibited by this
         Indenture to be taken without the consent of each holder affected
         thereby.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Noteholders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

                                      -68-

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

Section 8.03.       Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect.

Section 8.04.       Revocation and Effect of Consents.

                  Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note. Any such Holder or subsequent Holder, however, may revoke
the consent as to his Note or portion of a Note, if the Trustee receives the
notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver which record date shall be at least 30 days
prior to the first solicitation of such consent. If a record date is fixed,
then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Noteholder, unless it makes a change described in
any of clauses (1) through (10) of Section 8.02 hereof. In that case the
amendment, supplement, waiver or other action shall bind each Holder of a Note
who has consented to it and every subsequent Holder of a Note or portion of a
Note that evidences the same debt as the consenting Holder's Note; provided that
any such waiver shall not impair or affect the right of any Holder to receive
payment of principal of and interest on a Note, on or after the respective due
dates expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

                                      -69-

Section 8.05. Notation on or Exchange of Notes.

                  If an amendment, supplement, or waiver changes the terms of a
Note, the Trustee may request the Holder of the Note to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on the
Note about the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new security that reflects the
changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment supplement or waiver.

Section 8.06. Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article 8 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01 hereof, shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel
stating that such amendment, supplement or waiver is authorized or permitted by
this Indenture. The Company or any Guarantor may not sign an amendment or
supplement until the Board of Directors of the Company or such Guarantor, as
appropriate, approves it.

                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01. Discharge of Indenture.

                  The Company and the Guarantors may terminate their obligations
under the Notes, the Guarantees and this Indenture, except the obligations
referred to in the last paragraph of this Section 9.01, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all Notes
theretofore authenticated and delivered (other than any Notes that are asserted
to have been destroyed, lost or stolen and that shall have been replaced as
provided in Section 2.07 hereof) and the Company has paid all sums payable by it
hereunder or deposited all required sums with the Trustee.

                  After such delivery the Trustee upon written request shall
acknowledge in writing the discharge of the Company's and the Guarantors'
obligations under the Notes, the Guarantees and this Indenture except for those
surviving obligations specified below.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company in Sections 7.07, 9.05 and 9.06 hereof
shall survive.

                                      -70-

Section 9.02. Legal Defeasance.

                  The Company may at its option, by Board Resolution, be
discharged from its obligations with respect to the Notes and the Guarantors
discharged from their obligations under the Guarantees on the date the
conditions set forth in Section 9.04 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Notes and to have satisfied all its other obligations under such Notes
and this Indenture insofar as such Notes are concerned (and the Trustee, at the
expense of the Company, shall, subject to Section 9.06 hereof, execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of outstanding Notes to receive solely from the trust funds described in
Section 9.04 hereof and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due, (B) the Company's obligations with respect to such Notes
under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 4.09 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.02 with respect to the
Notes notwithstanding the prior exercise of its option under Section 9.03 below
with respect to the Notes.

Section 9.03. Covenant Defeasance.

                  At the option of the Company, pursuant to a Board Resolution,
the Company and the Guarantors shall be released from their respective
obligations under Sections 4.02 through 4.08 and Sections 4.10 through 4.21
hereof, inclusive, and Section 5.01 hereof with respect to the outstanding Notes
on and after the date the conditions set forth in Section 9.04 hereof are
satisfied (hereinafter, "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that the Company and the Guarantors may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
Section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Notes shall be unaffected
thereby.

Section 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
Section 9.02 or Section 9.03 hereof to the outstanding Notes:

                  (1) the Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7.10 hereof

                                      -71-

         who shall agree to comply with the provisions of this Article 9
         applicable to it) as funds in trust for the purpose of making the
         following payments, specifically pledged as security for, and dedicated
         solely to, the benefit of the Holders of the Notes, (A) money in an
         amount, or (B) U.S. Government Obligations which through the scheduled
         payment of principal and interest in respect thereof in accordance with
         their terms will provide, not later than the due date of any payment,
         money in an amount, or (C) a combination thereof, sufficient, in the
         opinion of a nationally-recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, the
         principal of, premium, if any, and accrued interest on the outstanding
         Notes at the maturity date of such principal, premium, if any, or
         interest, or on dates for payment and redemption of such principal,
         premium, if any, and interest selected in accordance with the terms of
         this Indenture and of the Notes;

                  (2) no Event of Default or Default with respect to the Notes
         shall have occurred and be continuing on the date of such deposit, or
         shall have occurred and be continuing at any time during the period
         ending on the 91st day after the date of such deposit or, if longer,
         ending on the day following the expiration of the longest preference
         period under any Bankruptcy Law applicable to the Company in respect of
         such deposit (it being understood that this condition shall not be
         deemed satisfied until the expiration of such period);

                  (3) such Legal Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest for purposes of the
         TIA with respect to any securities of the Company;

                  (4) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute default under any
         other agreement or instrument to which the Company is a party or by
         which it is bound;

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that, as a result of such Legal Defeasance or
         Covenant Defeasance, neither the trust nor the Trustee will be required
         to register as an investment company under the Investment Company Act
         of 1940, as amended;

                  (6) in the case of an election under Section 9.02 above, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (i) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling to the effect that
         or (ii) there has been a change in any applicable Federal income tax
         law with the effect that, and such opinion shall confirm that, the
         Holders of the outstanding Notes or persons in their positions will not
         recognize income, gain or loss for Federal

                                      -72-

         income tax purposes solely as a result of such Legal Defeasance and
         will be subject to Federal income tax on the same amounts, in the same
         manner, including as a result of prepayment, and at the same times as
         would have been the case if such Legal Defeasance had not occurred;

                  (7) in the case of an election under Section 9.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the outstanding Notes will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such Covenant Defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such Covenant Defeasance had not occurred;

                  (8) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the Legal
         Defeasance under Section 9.02 above or the Covenant Defeasance under
         Section 9.03 hereof (as the case may be) have been complied with;

                  (9) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit under clause (1) was not
         made by the Company with the intent of defeating, hindering, delaying
         or defrauding any creditors of the Company or others; and

                  (10) the Company shall have paid or duly provided for payment
         under terms mutually satisfactory to the Company and the Trustee all
         amounts then due to the Trustee pursuant to Section 7.07 hereof.

Section 9.05. Deposited Money and U.S. Government Obligations To Be Held in
              Trust; Other Miscellaneous Provisions.

                  All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

                  The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 9.04 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Notes.

                                      -73-

                  Anything in this Article 9 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 9.06. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 9.01, 9.02, 9.03 or 9.04
hereof by reason of any legal proceeding or by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's and each Guarantor's obligations
under this Indenture, the Notes and the Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 9.01, 9.02, 9.03 or 9.04
hereof; provided, however, that if the Company or the Guarantors have made any
payment of principal of, premium, if any, or accrued interest on any Notes
because of the reinstatement of their obligations, the Company or the
Guarantors, as the case may be, shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

Section 9.07. Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.01 hereof, to the
Company (or, if such moneys had been deposited by the Guarantors, to such
Guarantors), and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

Section 9.08. Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest on such Note shall
have respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon Company Request, or if such moneys are then
held by the Company or the Guarantors in trust, such moneys shall be released
from such trust; and the Holder of such Note entitled to receive such payment
shall thereafter, as an unsecured general

                                      -74-

creditor, look only to the Company and the Guarantors for the payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided, however, that the Trustee or any such
Paying Agent, before being required to make any such repayment, may, at the
expense of the Company and the Guarantors, either mail to each Noteholder
affected, at the address shown in the register of the Notes maintained by the
Registrar pursuant to Section 2.03 hereof, or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
Guarantors or the release of any money held in trust by the Company or any
Guarantors, as the case may be, Noteholders entitled to the money must look only
to the Company and the Guarantors for payment as general creditors unless
applicable abandoned property law designates another person.

                                   ARTICLE 10

                               GUARANTEE OF NOTES

Section 10.01. Guarantee.

                  Subject to the provisions of this Article 10, each Guarantor
hereby jointly and severally unconditionally guarantees to each Holder and to
the Trustee, on behalf of the Holders, (i) the due and punctual payment of the
principal of, and premium, if any, and interest on each Note, when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal of,
and premium, if any, and interest on the Notes, to the extent lawful, and the
due and punctual performance of all other Obligations of the Company to the
Holders or the Trustee all in accordance with the terms of such Note and this
Indenture, and (ii) in the case of any extension of time of payment or renewal
of any Notes or any of such other Obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor
hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto by the
Holder of such Note or the Trustee, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or such
Guarantor.

                                      -75-

                  Each Guarantor hereby waives diligence, presentment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to any such Note or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged as to any
such Note except by payment in full of the principal thereof, premium if any,
and interest thereon and as provided in Section 9.01 hereof. Each Guarantor
further agrees that, as between such Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (i) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such Obligations as provided in Article 6 hereof, such Obligations (whether or
not due and payable) shall forthwith become due and payable by each Guarantor
for the purpose of this Guarantee. In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article 6 hereof,
the Trustee shall promptly make a demand for payment on the Notes under the
Guarantee provided for in this Article 10 and not discharged.

                  The Guarantee set forth in this Section 10.01 shall not be
valid or become obligatory for any purpose with respect to a Note until the
certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

Section 10.02. Execution and Delivery of Guarantees.

                  To evidence the Guarantee set forth in this Article 10, each
Guarantor hereby agrees that a notation of such Guarantee shall be placed on
each Note authenticated and made available for delivery by the Trustee and that
this Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of an Officer of each Guarantor.

                  Each Guarantor hereby agrees that the Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

                  If an Officer of a Guarantor whose signature is on the
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which the Guarantee is endorsed, the Guarantee shall be valid
nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of each Guarantor.

                                      -76-

Section 10.03. Limitation of Guarantee.

                  The obligations of each Guarantor are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any guarantees of
Senior Indebtedness) and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under its Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Guarantor
under the Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal or state law. In making any calculation relevant to
determining such maximum amount, all Senior Indebtedness shall be deemed to have
been incurred prior to the Issue Date.

Section 10.04. Additional Guarantors.

                  The Company covenants and agrees that it will cause any
Restricted Subsidiary which becomes obligated to guarantee the Notes, pursuant
to the terms of Section 4.18 hereof, to execute a supplemental indenture
satisfactory in form and substance to the Trustee pursuant to which such
Restricted Subsidiary shall guarantee the obligations of the Company under the
Notes and this Indenture in accordance with this Article 10 with the same effect
and to the same extent as if such Person had been named herein as a Guarantor.
Upon the execution of such a Supplemental Indenture, the Guarantee of such
Restricted Subsidiary shall be deemed to be notated on each outstanding Note.
Notes delivered by the Trustee after the execution and delivery of such
Supplemental Indenture shall include the notation of the Guarantee of such
Restricted Subsidiary but the failure to include such a notation shall not
otherwise effect the validity or enforceability of such Guarantee.

Section 10.05. Release of Guarantor.

                  Upon (i) the release of all guarantees by a Guarantor of any
Indebtedness of the Company and the release of all Liens on the property and
assets of such Guarantor securing such guarantees or Indebtedness or (ii) the
sale or disposition (whether by merger, sale of stock or otherwise) of a
Guarantor (or substantially all of its assets) to an entity which is not a
Subsidiary of the Company which is otherwise in compliance with this Indenture
(and providing that the guarantees and Liens referred to in the foregoing clause
(i) are also released at such time), and in each such case, the delivery to the
Trustee of an Officers' Certificate and an Opinion of Counsel, each stating that
all such conditions in the foregoing clause (i) or (ii), as the case may be,
have been complied with, such Guarantor shall be deemed released from all of its
obligations under this Indenture and its Guarantor.

                                      -77-

Section 10.06. Guarantee Obligations Subordinate to Senior Indebtedness.

                  Each Guarantor and each Holder, by its acceptance of the
Notes, agree that the payment of the principal of and interest on the Notes
pursuant to the Guarantees and any other payment in respect of the Notes by each
Guarantor is subordinated, to the extent and in the manner provided in this
Article 10, to the prior payment in full in cash of all Senior Indebtedness of
such Guarantor and that these subordination provisions are for the benefit of
the holders of Senior Indebtedness of the Guarantors.

                  This Article 10 shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness of a Guarantor, and such provisions are made for the
benefit of the holders of Senior Indebtedness of the Guarantors, and such
holders are made obligees hereunder and any one or more of them may enforce such
provisions.

Section 10.07. No Payment on Guarantees in Certain Circumstances.

                  (a) No payment (by set-off or otherwise) shall be made by or
on behalf of a Guarantor on account of its Obligations on its Guarantee (other
than Junior Securities), (i) upon the maturity of any Senior Indebtedness of
such Guarantor by lapse of time, acceleration (unless waived) or otherwise,
unless and until all principal of, premium, if any, and interest on such Senior
Indebtedness of such Guarantor are first paid in full in cash or (ii) in the
event of default in the payment of any principal of, premium, if any, or
interest on Senior Indebtedness of such Guarantor when it becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
or otherwise (a "Guarantor Payment Default"), unless and until such Guarantor
Payment Default has been cured or waived or otherwise has ceased to exist.

                  (b) Upon (i) the happening of an event of default (other than
a Guarantor Payment Default) that permits the holders of Designated Senior
Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of
such Guarantor to be due and payable and (ii) written notice of such event of
default given to such Guarantor, the Company and the Trustee by the
representative of the holders of such Designated Senior Indebtedness of such
Guarantor (a "Guarantor Payment Notice"), then, unless and until such event of
default has been cured or waived or otherwise has ceased to exist, no payment
(by set-off or otherwise) may be made by or on behalf of such Guarantor on
account of its Obligations under its Guarantee, other than payments made with
Junior Securities.

                  Notwithstanding the foregoing, unless the Designated Senior
Indebtedness of such Guarantor in respect of which such event of default exists
has been declared due and payable in its entirety within 179 days after the
Guarantor Payment Notice is delivered as set forth above (the "Guarantor Payment
Blockage Period") (and such declaration has not been

                                      -78-

rescinded or waived), at the end of the Guarantor Payment Blockage Period, such
Guarantor shall, unless a Guarantor Payment Default with respect to such
Designated Senior Indebtedness of such Guarantor exists, resume making any and
all required payments in respect of its Obligations under its Guarantee. Any
number of Guarantor Payment Notices may be given; provided, however, that (i)
not more than one Guarantor Payment Notice shall be given within a period of any
360 consecutive days, and (ii) no default that existed upon the date of such
Guarantor Payment Notice if the representative of the holders of Designated
Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice
knew of such default on such date (whether or not such event of default is on
the same issue of Designated Senior Indebtedness of such Guarantor) shall be
made the basis for the commencement of any other Guarantor Payment Blockage
Period unless such default has been cured or waived for a period of at least 90
consecutive days.

                  (c) In furtherance of the provisions of Section 10.01, in the
event that, notwithstanding the foregoing provisions of this Section 10.07, any
payment on account of a Guarantor's Obligations on its Guarantee (other than
Junior Securities) shall be received by the Trustee at a time when such payment
is prohibited by the provisions of this Section 10.07, such payment shall be
held in trust for the benefit of the holders of Senior Indebtedness of such
Guarantor, and shall be paid or delivered by the Trustee, to the holders of
Senior Indebtedness of such Guarantor remaining unpaid or to their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness of such Guarantor may have been issued, ratably according to the
aggregate principal amounts remaining unpaid on account of such Senior
Indebtedness of such Guarantor held or represented by each, for application to
the payment of all such Senior Indebtedness of such Guarantor remaining unpaid,
to the extent necessary to pay or provide for the payment of all such Senior
Indebtedness of such Guarantor in full in cash after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness of
such Guarantor.

Section 10.08. Guarantee Obligations Subordinated to Prior Payment of All Senior
               Indebtedness of Guarantors on Dissolution, Liquidation or
               Reorganization.

                  Upon any distribution of assets of a Guarantor upon any
dissolution, winding up, total or partial liquidation or reorganization of such
Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or a similar proceeding or upon assignment for the benefit of
creditors or any marshalling of assets or liabilities:

                  (a) the holders of all Senior Indebtedness of such Guarantor
         will first be entitled to receive payment in full in cash before the
         Holders are entitled to receive any

                                      -79-

         payment on account of such Guarantor's Obligations on its Guarantee
         (other than Junior Securities);

                  (b) any payment or distribution of assets of such Guarantor of
         any kind or character from any source, whether in cash, property or
         securities (other than Junior Securities) to which the Holders or the
         Trustee on behalf of the Holders would be entitled (by set-off or
         otherwise), except for the provisions of this Article 10, shall be paid
         by the liquidating trustee or agent or other person making such a
         payment or distribution directly to the holders of such Senior
         Indebtedness of such Guarantor or their representative to the extent
         necessary to make payment in full (or have such payment duly provided
         for) on all such Senior Indebtedness of such Guarantor remaining
         unpaid, after giving effect to any concurrent payment or distribution
         to the holders of such Senior Indebtedness of such Guarantor; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of such Guarantor (other than Junior
         Securities) shall be received by the Trustee at a time when such
         payment or distribution is prohibited by the foregoing provisions, such
         payment or distribution shall be held in trust for the benefit of the
         holders of such Senior Indebtedness of such Guarantor, and shall be
         paid or delivered by the Trustee to the holders of such Senior
         Indebtedness of such Guarantor remaining unpaid, to their
         representative or representatives, or to the trustee or trustees under
         any indenture pursuant to which any instruments evidencing any of such
         Senior Indebtedness of such Guarantor may have been issued, ratably
         according to the aggregate principal amounts remaining unpaid on
         account of such Senior Indebtedness of such Guarantor held or
         represented by each, for application to the payment of all such Senior
         Indebtedness of such Guarantor remaining unpaid, to the extent
         necessary to pay all such Senior Indebtedness of such Guarantor in full
         in cash after giving effect to any concurrent payment or distribution
         to the holders of such Senior Indebtedness of such Guarantor.

Section 10.09. Holders To Be Subrogated to Rights of Holders of Senior
               Indebtedness of Guarantors.

                  Subject to the payment in full in cash of all Senior
Indebtedness of each Guarantor as provided herein, the Holders of Notes shall be
subrogated to the rights of the holders of such Senior Indebtedness of such
Guarantor to receive payments or distributions of assets of such Guarantor
applicable to the Senior Indebtedness of such Guarantor until all amounts owing
on the Notes shall be paid in full, and for the purpose of such subrogation no
such payments or distributions to the holders of such Senior Indebtedness of
such Guarantor by or on behalf of such Guarantor, or by or on behalf of the
Holders by virtue of this Article 10, which otherwise would have been made to
the Holders shall, as between such Guarantor and

                                      -80-

the Holders, be deemed to be payment by such Guarantor or on account of such
Senior Indebtedness of such Guarantor, it being understood that the provisions
of this Article 10 are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of such Senior
Indebtedness of such Guarantor, on the other hand.

                  If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article 10 shall
have been applied, pursuant to the provisions of this Article 10, to the payment
of amounts payable under Senior Indebtedness of a Guarantor, then the Holders
shall be entitled to receive from the holders of such Senior Indebtedness of
such Guarantor any payments or distributions received by such holders of Senior
Indebtedness of such Guarantor in excess of the amount sufficient to pay all
amounts payable under or in respect of such Senior Indebtedness of such
Guarantor in full in cash.

Section 10.10. Application of Certain Article 11 Provisions.

                  The provisions of Sections 11.05, 11.06, 11.07, 11.08. 11.09,
11.10, 11.11, and 11.12 hereof shall apply, mutatis mutandis, to each Guarantor
and their respective holders of Senior Indebtedness and the rights, duties and
obligations set forth therein shall govern the rights, duties and obligations of
each Guarantor, the holders of Senior Indebtedness of such Guarantor, the
Holders and the Trustee with respect to the Guarantee of such Guarantor and all
references therein to Article 11 hereof shall mean this Article 10.

Section 10.11. Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its
Guarantee, such Funding Guarantor shall be entitled to contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's Obligations with
respect to its Guarantee.

                                   ARTICLE 11

                             SUBORDINATION OF NOTES

Section 11.01. Notes Subordinate to Senior Indebtedness.

                  The Company and each Holder, by its acceptance of the Notes,
agree that (a) the payment of the principal of and interest on the Notes and (b)
any other payment in respect of the Notes, including on account of the
acquisition or redemption of the Notes by the Company (including, without
limitation, pursuant to Section 4.14 or 4.20) is subordinated, to

                                      -81-

the extent and in the manner provided in this Article 11, to the prior payment
in full in cash of all Senior Indebtedness of the Company and that these
subordination provisions are for the benefit of the holders of Senior
Indebtedness.

                  This Article 11 shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness, and such provisions are made for the benefit of the
holders of Senior Indebtedness, and such holders are made obligees hereunder and
any one or more of them may enforce such provisions.

Section 11.02. No Payment on Notes in Certain Circumstances.

                  (a) No payment (by set-off or otherwise) shall be made by or
on behalf of the Company on account of the principal of, premium, if any, or
interest on the Notes (including any repurchases of Notes), or on account of the
redemption provisions of the Notes, for cash or property (other than Junior
Securities), (i) upon the maturity of any Senior Indebtedness of the Company by
lapse of time, acceleration (unless waived) or otherwise, unless and until all
principal of, premium, if any, and interest on such Senior Indebtedness are
first paid in full in cash or (ii) in the event of default in the payment of any
principal of, premium, if any, or interest on Senior Indebtedness of the Company
when it becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise (a "Payment Default"), unless and
until such Payment Default has been cured or waived or otherwise has ceased to
exist.

                  (b) Upon (i) the happening of an event of default (other than
a Payment Default) that permits the holders of Designated Senior Indebtedness to
declare such Designated Senior Indebtedness to be due and payable and (ii)
written notice of such event of default given to the Company and the Trustee by
the representative of the holders of such Designated Senior Indebtedness (a
"Payment Notice"), then, unless and until such event of default has been cured
or waived or otherwise has ceased to exist, no payment (by set-off or otherwise)
may be made by or on behalf of the Company on account of the principal of,
premium, if any, or interest on the Notes, or on account of the redemption
provisions of the Notes, other than payments made with Junior Securities.

                  Notwithstanding the foregoing, unless the Designated Senior
Indebtedness in respect of which such event of default exists has been declared
due and payable in its entirety within 179 days after the Payment Notice is
delivered as set forth above (the "Payment Blockage Period") (and such
declaration has not been rescinded or waived), at the end of the Payment
Blockage Period, the Company shall, unless a Payment Default exists, be required
to pay all sums not paid to the Holders of the Notes during the Payment Blockage
Period due to the foregoing prohibitions and to resume all other payments as and
when due on the Notes. Any number of Payment Notices may be given; provided,
however, that (i) not more than one Payment Notice shall be given within a
period of any 360 consecutive days, and (ii) no default

                                      -82-

that existed upon the date of such Payment Notice if the representative of the
holders of Designated Senior Indebtedness that gave such Payment Notice knew of
such default on such date (whether or not such event of default is on the same
issue of Designated Senior Indebtedness) shall be made the basis for the
commencement of any other Payment Blockage Period unless such default has been
cured or waived for a period of at least 90 consecutive days.

                  (c) In furtherance of the provisions of Section 11.01, in the
event that, notwithstanding the foregoing provisions of this Section 11.02, any
payment or distribution of assets of the Company (other than Junior Securities)
shall be received by the Trustee at a time when such payment or distribution is
prohibited by the provisions of this Section 11.02, such payment or distribution
shall be held in trust for the benefit of the holders of such Senior
Indebtedness, and shall be paid or delivered by the Trustee, to the holders of
such Senior Indebtedness remaining unpaid or to their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate principal amounts remaining unpaid on
account of such Senior Indebtedness held or represented by each, for application
to the payment of all such Senior Indebtedness remaining unpaid, to the extent
necessary to pay or provide for the payment of all such Senior Indebtedness in
full in cash after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness.

Section 11.03. Notes Subordinated to Prior Payment of All Senior Indebtedness on
               Dissolution, Liquidation or Reorganization.

                  Upon any distribution of assets of the Company upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or a similar proceeding or upon assignment for the benefit of
creditors or any marshalling of assets or liabilities:

                  (a) the holders of all Senior Indebtedness of the Company will
         first be entitled to receive payment in full in cash before the Holders
         are entitled to receive any payment on account of the principal of,
         premium, if any, and interest on the Notes (other than Junior
         Securities);

                  (b) any payment or distribution of assets of the Company of
         any kind or character from any source, whether in cash, property or
         securities (other than Junior Securities) to which the Holders or the
         Trustee on behalf of the Holders would be entitled (by set-off or
         otherwise), except for the provisions of this Article 11, shall be paid
         by the liquidating trustee or agent or other person making such a
         payment or distribution directly to the holders of such Senior
         Indebtedness or their representative to the extent necessary to make
         payment in full (or have such payment duly provided for)

                                      -83-

         on all such Senior Indebtedness remaining unpaid, after giving effect
         to any concurrent payment or distribution to the holders of such Senior
         Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company (other than Junior
         Securities) shall be received by the Trustee at a time when such
         payment or distribution is prohibited by the foregoing provisions, such
         payment or distribution shall be held in trust for the benefit of the
         holders of such Senior Indebtedness, and shall be paid or delivered by
         the Trustee to the holders of such Senior Indebtedness remaining
         unpaid, to their representative or representatives, or to the trustee
         or trustees under any indenture pursuant to which any instruments
         evidencing any of such Senior Indebtedness may have been issued,
         ratably according to the aggregate principal amounts remaining unpaid
         on account of such Senior Indebtedness held or represented by each, for
         application to the payment of all such Senior Indebtedness remaining
         unpaid, to the extent necessary to pay all such Senior Indebtedness in
         full in cash after giving effect to any concurrent payment or
         distribution to the holders of such Senior Indebtedness.

Section 11.04. Holders To Be Subrogated to Rights of Holders of Senior
               Indebtedness.

                  Subject to the payment in full in cash of all Senior
Indebtedness of the Company as provided herein, the Holders of Notes shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of assets of the Company applicable to the Senior
Indebtedness until all amounts owing on the Notes shall be paid in full, and for
the purpose of such subrogation no such payments or distributions to the holders
of such Senior Indebtedness by or on behalf of the Company, or by or on behalf
of the Holders by virtue of this Article 11, which otherwise would have been
made to the Holders shall, as between the Company and the Holders, be deemed to
be payment by the Company or on account of such Senior Indebtedness, it being
understood that the provisions of this Article 11 are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one hand,
and the holders of such Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article 11 shall
have been applied, pursuant to the provisions of this Article 11, to the payment
of amounts payable under Senior Indebtedness of the Company, then the Holders
shall be entitled to receive from the holders of such Senior Indebtedness any
payments or distributions received by such holders of Senior Indebtedness in
excess of the amount sufficient to pay all amounts payable under or in respect
of such Senior Indebtedness in full in cash.

                                      -84-

Section 11.05. Obligations of the Company Unconditional.

                  Nothing contained in this Article 11 or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as between the Company
and the Holders, the obligation of each such Person, which is absolute and
unconditional, to pay to the Holders the principal of, premium, if any, and
interest on the Notes as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
any Holder from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article 11, of the holders of Senior Indebtedness in respect of cash, property
or securities of the Company received upon the exercise of any such remedy.
Notwithstanding anything to the contrary in this Article 11 or elsewhere in this
Indenture or in the Notes, upon any distribution of assets of the Company
referred to in this Article 11, the Trustee, subject to the provisions of
Sections 7.01 and 7.02, and the Holders shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the liquidating trustee or agent or other Person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 11 so long as such court has been
apprised of the provisions of, or the order, decree or certificate makes
reference to, the provisions of this Article 11. Nothing in this Section 11.05
shall apply to the claims of, or payments to, the Trustee under or pursuant to
Section 7.07.

Section 11.06. Trustee Entitled To Assume Payments Not Prohibited in Absence of
               Notice.

                  The Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee unless and until a Responsible Officer of the Trustee or any
Paying Agent shall have received, no later than the close of business on the
Business Day prior to such payment, written notice thereof from the Company or
from one or more holders of Senior Indebtedness or from any representative
therefor and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all
respects conclusively to assume that no such fact exists.

Section 11.07. Application by Trustee of Assets Deposited With It.

                  Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article 9 shall be for the sole benefit of Holders of Notes and
shall not be subject to the

                                      -85-

subordination provisions of this Article 11. Otherwise, any deposit of assets
with the Trustee or the Paying Agent (whether or not in trust) for the payment
of principal of or interest on any Notes shall be subject to the provisions of
Sections 11.01, 11.02, 11.03 and 11.04; provided that, if prior to one Business
Day preceding the date on which by the terms of this Indenture any such assets
may become distributable for any purpose (including without limitation, the
payment of either principal of or interest on any Note) the Trustee or such
Paying Agent shall not have received with respect to such assets the written
notice provided for in Section 11.06, then the Trustee or such Paying Agent
shall have full power and authority to receive such assets and to apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such date.

Section 11.08. Subordination Rights Not Impaired by Acts of or Omissions of the
               Company or Holders of Senior Indebtedness.

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination provisions contained in this Article 11
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms of
this Indenture, regardless of any knowledge thereof which any such holder may
have or be otherwise charged with. The holders of Senior Indebtedness may
extend, renew, modify or amend the terms of the Senior Indebtedness or any
security therefor and release, sell or exchange such security and otherwise deal
freely with the Company, all without affecting the liabilities and obligations
of the parties to this Indenture or the Holders.

Section 11.09. Holders Authorize Trustee To Effectuate Subordination of Notes.

                  Each Holder of the Notes by his acceptance thereof authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provisions contained in
this Article 11 and to protect the rights of the Holders pursuant to this
Indenture, and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company), the immediate filing of a
claim for the unpaid balance of his Notes in the form required in said
proceedings and causing said claim to be approved. If the Trustee does not file
a proper claim or proof of debt in the form required in such proceeding prior to
30 days before the expiration of the time to file such claim or claims, then the
holders of the Senior Indebtedness or their representative are or is hereby
authorized to have the right to file and are or is hereby authorized to file an
appropriate claim for and on behalf of the Holders of said Notes. Nothing herein
contained shall be deemed to authorize the Trustee or the holders of Senior
Indebtedness or their representative to authorize or consent to or accept or
adopt on behalf of

                                      -86-

any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Indebtedness or their representative to vote in
respect of the claim of any Holder in any such proceeding.

Section 11.10. Right of Trustee To Hold Senior Indebtedness.

                  The Trustee shall be entitled to all of the rights set forth
in this Article 11 in respect of any Senior Indebtedness at any time held by it
to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

Section 11.11. Article 11 Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of,
premium, if any, or interest on the Notes by reason of any provision of this
Article 11 shall not be construed as preventing the occurrence of a Default or
an Event of Default under Section 6.01 or in any way limit the rights of the
Trustee or any Holder to pursue any other rights or remedies with respect to the
Notes.

Section 11.12. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness, and shall not be liable to any such holders
(other than for its willful misconduct or gross negligence) if it shall in good
faith mistakenly pay over or distribute to the Holders of Notes or the Company
or any other Person, cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article 11 or otherwise.
Nothing in this Section 11.12 shall affect the obligation of any other such
Person to hold such payment for the benefit of, and to pay such payment over to,
the holders of Senior Indebtedness or their representative. In the event of any
conflict between the fiduciary duty of the Trustee to the Holders of Notes and
to the holders of Senior Indebtedness, the Trustee is expressly authorized to
resolve such conflict in favor of the Holders.

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

                                      -87-

Section 12.02. Notices.

                  Any notice or communication shall be given in writing and
delivered in person, sent by facsimile, delivered by commercial courier service
or mailed by first-class mail, postage prepaid, addressed as follows:

                  If to the Company or any Guarantor:

                           Lamar Media Corp.
                           5551 Corporate Boulevard
                           Baton Rouge, Louisiana  70808
                           Attention:  Chief Financial Officer

                  Copy to:

                           Palmer & Dodge LLP
                           111 Huntington Avenue
                           Boston, Massachusetts  02199
                           Attention:  George Ticknor, Esq.

                  If to the Trustee:

                           Wachovia Bank of Delaware, National Association
                           Corporate Trust Administration
                           9300 Shelbyville Road, Suite 507
                           Louisville, Kentucky  40222
                           Attention:  Mr. Brian K. Justice

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications. Any notice or communication to the Company, the
Trustee or the Guarantors shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and five (5) calendar days after mailing
if sent by registered or certified mail, postage prepaid (except that a notice
of change of address shall not be deemed to have been given until actually
received by the addressee).

                  Any notice or communication mailed to a Noteholder shall be
mailed to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

                  Failure to mail a notice or communication to a Noteholder or
any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication

                                      -88-

to a Noteholder is mailed in the manner provided above, it shall be deemed duly
given, whether or not the addressee receives it.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

Section 12.03. Communications by Holders with Other Holders.

                  Noteholders may communicate pursuant to TIA Section 312(b)
with other Noteholders with respect to their rights under this Indenture or the
Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 12.05 below) stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

Section 12.05. Statements Required in Certificate and Opinion.

                  Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                                      -89-

                  (3) a statement that, in the opinion of such Person, it or he
         has made such examination or investigation as is necessary to enable it
         or him to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         Person, such covenant or condition has been complied with.

Section 12.06. When Treasury Notes Disregarded.

                  In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, any Guarantor or any other obligor on the Notes or
by any Affiliate of any of them shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes which the Trustee actually knows
are so owned shall be so disregarded. Notes so owned which have been pledged in
good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Notes and that the pledgee is not the Company, a Guarantor or any other obligor
upon the Notes or any Affiliate of any of them.

Section 12.07. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or at
meetings of Noteholders. The Registrar and Paying Agent may make reasonable
rules for their functions.

Section 12.08. Business Days; Legal Holidays.

                  A "Business Day" is a day that is not a Legal Holiday. A
"Legal Holiday" is a Saturday, a Sunday, a federally recognized holiday or a day
on which banking institutions are not required to be open in the State of New
York or the Commonwealth of Massachusetts.

                  If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

Section 12.09. Governing Law.

                  THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY

                                      -90-

ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR
THE GUARANTEES.

Section 12.10. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

Section 12.11. No Recourse Against Others.

                  A director, officer, employee, stockholder or incorporator, as
such, of the Company or any Guarantor shall not have any liability for any
obligations of the Company or any Guarantor under the Notes, the Guarantees or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creations. Each Noteholder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

Section 12.12. Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind its successor.

Section 12.13. Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

Section 12.14. Table of Contents, Headings, etc.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 12.15. Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                                      -91-

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, and the Company's corporate seal to be hereunto affixed and
attested, all as of the date and year first written above.

                          LAMAR MEDIA CORP.

                          By:    /s/ Keith A Istre
                                 ----------------------------------------------
                                 Name:  Keith A. Istre
                                 Title: Chief Financial Officer
                                        and Treasurer

                          AMERICAN SIGNS, INC.
                          COLORADO LOGOS, INC.
                          HARDIN DEVELOPMENT CORPORATION
                          LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                          LAMAR ADVERTISING OF KENTUCKY, INC.
                          LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                          LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                          LAMAR OCI NORTH CORPORATION
                          LAMAR OCI SOUTH CORPORATION
                          NEBRASKA LOGOS, INC.
                          UTAH LOGOS, INC.
                          OHIO LOGOS, INC.
                          KANSAS LOGOS, INC.
                          LAMAR PENSACOLA TRANSIT, INC.
                          LAMAR TEXAS GENERAL PARTNER, INC.
                          MICHIGAN LOGOS, INC.
                          MINNESOTA LOGOS, INC.
                          NEW MEXICO LOGOS, INC.
                          SOUTH CAROLINA LOGOS, INC.
                          TENNESSEE LOGOS, INC.
                          TLC PROPERTIES, INC.
                          TLC PROPERTIES II, INC.
                          LAMAR ADVERTISING OF MICHIGAN, INC.
                          CANADIAN TODS LIMITED
                          NEVADA LOGOS, INC.
                          FLORIDA LOGOS, INC.
                          LAMAR ELECTRICAL, INC.
                          PARSONS DEVELOPMENT COMPANY

                                      -92-

                          REVOLUTION OUTDOOR ADVERTISING, INC.
                          LAMAR FLORIDA, INC.
                          LAMAR ADVAN, INC.
                          LAMAR ADVERTISING OF IOWA, INC.
                          LAMAR CENTRAL OUTDOOR, INC.
                          LAMAR ADVANTAGE HOLDING COMPANY
                          LAMAR OKLAHOMA HOLDING COMPANY, INC.
                          LAMAR ADVERTISING OF OKLAHOMA, INC.
                          LAMAR BENCHES, INC.
                          LAMAR I-40 WEST, INC.
                          LAMAR OHIO OUTDOOR HOLDING CORP.
                          OUTDOOR MARKETING SYSTEMS, INC.
                          LAMAR ADVERTISING SOUTHWEST, INC.
                          LAMAR DOA TENNESSEE HOLDINGS, INC.
                          LAMAR DOA TENNESSEE, INC.
                          TRANS WEST OUTDOOR ADVERTISING, INC.
                          LAMAR PINNACLE ACQUISITION CO.

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

                                      -93-

                          MISSOURI LOGOS, LLC
                          KENTUCKY LOGOS, LLC
                          OKLAHOMA LOGOS, L.L.C.
                          MISSISSIPPI LOGOS, L.L.C.
                          DELAWARE LOGOS, L.L.C.
                          NEW JERSEY LOGOS, L.L.C.
                          GEORGIA LOGOS, L.L.C.
                          VIRGINIA LOGOS, LLC
                          MAINE LOGOS, L.L.C.
                          WASHINGTON LOGOS, L.L.C.

                          By:    Interstate Logos, L.L.C., its
                                 Managing Member
                          By:    Lamar Media Corp., its Managing Member

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

                          INTERSTATE LOGOS, L.L.C.
                          THE LAMAR COMPANY, L.L.C.

                          By:    Lamar Media Corp., its
                                 Managing Member

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

                                      -94-

                          LAMAR ADVERTISING OF PENN, LLC
                          LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                          LAMAR TENNESSEE, L.L.C.
                          LAMAR AIR, L.L.C.
                          LC BILLBOARD L.L.C.

                          By:    The Lamar Company, L.L.C., its
                                 Managing Member
                          By:    Lamar Media Corp., its
                                 Managing Member

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

                          LAMAR TEXAS LIMITED PARTNERSHIP

                          By:    Lamar Texas General Partner, Inc.,
                                 its General Partner

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

                          TLC PROPERTIES, L.L.C.

                          By:    TLC Properties, Inc., its
                                 Managing Member

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

                                      -95-

                          OUTDOOR PROMOTIONS WEST, LLC
                          TRANSIT AMERICA LAS VEGAS, L.L.C.
                          LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC
                          TRIUMPH OUTDOOR RHODE ISLAND, LLC

                          By:    Triumph Outdoor Holdings, LLC, its
                                 Managing Member
                          By:    Lamar Central Outdoor, Inc., its
                                 Managing Member

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

                          LAMAR ADVANTAGE GP COMPANY, LLC
                          LAMAR ADVANTAGE LP COMPANY, LLC
                          TRIUMPH OUTDOOR HOLDINGS, LLC

                          By:    Lamar Central Outdoor, Inc., its
                                 Managing Member

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

                          LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                          By:    Lamar Advantage GP Company, LLC, its
                                 General Partner
                          By:    Lamar Central Outdoor, Inc., its
                                 Managing Member

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

                                      -96-

                          LAMAR T.T.R., L.L.C.

                          By:    Lamar Advertising of Youngstown, Inc., its
                                 Managing Member

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

                          TEXAS LOGOS, L.P.

                          By:    Oklahoma Logos, L.L.C., its
                                 General Partner
                          By:    Interstate Logos, L.L.C., its
                                 Managing Member
                          By:    Lamar Media Corp., its
                                 Managing Member

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

                          OUTDOOR MARKETING SYSTEMS, L.L.C.

                          By:    Outdoor Marketing Systems, Inc., its
                                 Managing Member

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

                                      -97-

                                   WACHOVIA BANK OF DELAWARE,
                                    NATIONAL ASSOCIATION, as Trustee

                                   By:   /s/ Brian K. Justice
                                         ---------------------------------------
                                         Name:  Brian K. Justice
                                         Title: Vice President

                                                                     [EXHIBIT A]

                         [FORM OF FACE OF INITIAL NOTE]

                              [GLOBAL NOTES LEGEND]

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.(1)

                         [RESTRICTED SECURITIES LEGEND]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL

- ----------
(1)  This paragraph should only be added if the Security is issued in global
     form.

                                      A-1

BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                                LAMAR MEDIA CORP.

                    7 1/4% SENIOR SUBORDINATED NOTE DUE 2013

No.                                                            CUSIP No.  [    ]
                                                                         $[    ]

                  LAMAR MEDIA CORP., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of $[    ], on January 1,
2013.

                                                 
                  Interest Payment Dates:           July 1 and January 1, commencing July
                                                    1, 2003.

                  Record Dates:                     June 15 and December 15, commencing
                                                    June 15, 2003 (whether or nor a
                                                    business day).

                  Additional provisions of this Note are set forth on the other
side of this Note.

                                      A-2

                                          LAMAR MEDIA CORP.

                                          By:
                                              ---------------------------------
                                              Name:
                                              Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Wachovia Bank of Delaware, National
   Association
   Corporate Trust Administration
   9300 Shelbyville Road, Suite 507
   Louisville, Kentucky 40222

   as Trustee, certifies that this is one of
   the 7 1/4% Senior Subordinated Notes
   due 2013 referred to in the Indenture

   By:
        -------------------------------------
             Authorized Signatory

                                      A-3

                     [FORM OF REVERSE SIDE OF INITIAL NOTE]

                                LAMAR MEDIA CORP.

                    7 1/4% SENIOR SUBORDINATED NOTE DUE 2013

1.      INTEREST.

                  Lamar Media Corp., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note semiannually on
July 1 and January 1 of each year (each an "Interest Payment Date"), commencing
on July 1, 2003, at the rate of 7 1/4% per annum. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. Interest shall accrue from
the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid or duly provided for, from December 23, 2002.

                  The Company shall pay interest on overdue principal, and on
overdue premium, if any, and overdue interest, to the extent lawful, at a rate
equal to the rate of interest otherwise payable on the Notes.

                  Pursuant to the Registration Rights Agreement, the Company
will be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for notes of a separate
series issued under the Indenture (or a trust indenture substantially identical
to the Indenture in accordance with the terms of the Registration Rights
Agreement), guaranteed by the Guarantors, which notes have been registered under
the Securities Act, in like principal amount and having substantially identical
terms as the Notes. The Holders shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

2.      METHOD OF PAYMENT.

                  The Company will pay interest on this Note provided for in
Paragraph 1 above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the Record Date
immediately preceding the Interest Payment Date. The Holder must surrender this
Note to a Paying Agent to collect principal payments. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts;
provided, however, that so long as this Note is a Global Note such payments will
be made in immediately available funds and the Company may pay principal,
premium, if any, and interest on a Note which is not a Global Note by check
payable in such money. The Company may mail an interest check with respect to
any Note that is not a Global Note to the Holder's registered address.

3.      PAYING AGENT AND REGISTRAR.

                  Initially, Wachovia Bank of Delaware, National Association, a
national association organized under the laws of the United States of America
(the "Trustee"), will act as

                                      A-4

Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to the Holders of the Notes. Neither the Company nor any of its
Subsidiaries or Affiliates may act as Paying Agent but may act as registrar or
co-registrar.

4.      INDENTURE; RESTRICTIVE COVENANTS.

                  The Company issued this Note under an Indenture dated as of
December 23, 2002 (the "Indenture") among the Company, the Guarantors and the
Trustee. The terms of this Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture. This
Note is subject to all such terms, and the Holder of this Note is referred to
the Indenture and said Trust Indenture Act for a statement of them. All
capitalized terms in this Note, unless otherwise defined, have the meanings
assigned to them by the Indenture.

                  The Notes are general unsecured obligations of the Company
unlimited in principal amount. The Indenture imposes certain restrictions on,
among other things, the incurrence of Indebtedness and Liens by the Company and
its Restricted Subsidiaries, mergers and sale of assets, the payment of
dividends on, or the repurchase of, Capital Stock of the Company and its
Restricted Subsidiaries, certain other Restricted Payments by the Company and
its Restricted Subsidiaries and certain transactions with Affiliates.

5.      SUBORDINATION.

                  The Indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, subordinated and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness, and
this Note is issued subject to such provisions. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose.

6.      OPTIONAL REDEMPTION.

                  The Notes will be redeemable at the option of the Company, in
whole or in part, at any time on or after January 1, 2008 at the following
redemption prices (expressed as a percentage of principal amount), together, in
each case, with accrued and unpaid interest to (but not including) the
redemption date, if redeemed during the twelve-month period beginning on January
1, of each year listed below:

                  Year                                               Percentage
                  ----                                               ----------
                                                                  
                  2008......................................          103.625%
                  2009......................................          102.417%
                  2010......................................          101.208%
                  2011 and thereafter.......................          100.000%

                                      A-5

                  Notwithstanding the foregoing, the Company may redeem in the
aggregate up to 35% of the original principal amount of the Notes at any time
and from time to time prior to January 1, 2006 at a redemption price equal to
107.25% of the aggregate principal amount so redeemed, plus accrued interest to
but not including the redemption date, out of the Net Proceeds of one or more
Public Equity Offerings; provided, however, that at least 65% of the aggregate
principal amount of the Notes originally issued remains outstanding immediately
after the occurrence of any such redemption and that any such redemption occurs
within 120 days following the closing of any such Public Equity Offering.

7.      NOTICE OF REDEMPTION.

                  Notice of redemption will be mailed via first-class mail at
least 30 days but not more than 60 days prior to the redemption date to each
Holder of Notes to be redeemed at its registered address as it shall appear on
the register of the Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption unless the Company shall fail to redeem any such Note.

8.      OFFERS TO PURCHASE.

                  The Indenture requires that certain proceeds from Asset Sales
be used, subject to further limitations contained therein, to make an offer to
purchase certain amounts of Notes in accordance with the procedures set forth in
the Indenture. The Company is also required to make an offer to purchase Notes
upon occurrence of a Change of Control in accordance with procedures set forth
in the Indenture.

9.      DENOMINATIONS, TRANSFER, EXCHANGE.

                  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, a Holder may
register the transfer or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Note selected for redemption or register the transfer of or
exchange any Note for a period of 15 days before a selection of Notes to be
redeemed or any Note after it is called for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

10.     PERSONS DEEMED OWNERS.

                  The registered Holder of this Note may be treated as the owner
of it for all purposes.

                                      A-6

11.     UNCLAIMED MONEY.

                  If money for the payment of principal, premium or interest on
any Note remains unclaimed for two years, the Trustee or Paying Agent will pay
the money back to the Company at its written request. After that, Holders
entitled to money must look to the Company for payment as general creditors
unless an "abandoned property" law designates another person.

12.     AMENDMENT, SUPPLEMENT AND WAIVER.

                  Subject to certain exceptions, the Indenture or the Notes may
be modified, amended or supplemented by the Company, the Guarantors and the
Trustee with the consent of the Holders of at least a majority in principal
amount of the Notes (including Additional Notes, if any) then outstanding and
any existing default or compliance with any provision may be waived in a
particular instance with the consent of the Holders of a majority in principal
amount of the Notes then outstanding. Without the consent of Holders, the
Company, the Guarantors and the Trustee may amend the Indenture or the Notes or
supplement the Indenture for certain specified purposes including providing for
uncertificated Notes in addition to certificated Notes, and curing any
ambiguity, defect or inconsistency, or making any other change that does not
adversely affect the rights of any Holder.

13.     DEFAULTS AND REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Notes then
outstanding may declare all the Notes to be due and payable immediately in the
manner and with the effect provided in the Indenture. Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity reasonably satisfactory to it before it enforces
the Indenture or the Notes. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Notes then outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.

14.     TRUSTEE DEALINGS WITH THE COMPANY.

                  The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company, any Guarantor or their Affiliates, and may otherwise deal with
the Company, any Guarantor or their Affiliates, as if it were not Trustee.

                                      A-7

15.     NO RECOURSE AGAINST OTHERS.

                  As more fully described in the Indenture, a director, officer,
employee or stockholder, as such, of the Company or any Guarantor shall not have
any liability for any obligations of the Company or any Guarantor under the
Notes or the Indenture or for any claim based on, in respect or by reason of,
such obligations or their creation. The Holder of this Note by accepting this
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of this Note.

16.     DEFEASANCE AND COVENANT DEFEASANCE.

                  The Indenture contains provisions for defeasance of the entire
indebtedness on this Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.

17.     ABBREVIATIONS.

                  Customary abbreviations may be used in the name of a Holder of
a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

18.     CUSIP NUMBERS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP Numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

19.     GOVERNING LAW.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS NOTE.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
LAMAR MEDIA CORP., 5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808,
ATTENTION: CHIEF FINANCIAL OFFICER.

                                      A-8

                                   ASSIGNMENT

                  I or we assign and transfer this Note to:

- --------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:

- --------------------------------------------------------------------------------

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

Date:                             Your Signature:
       ---------------                           -------------------------------
                                       (Sign exactly as your name appears on
                                       the other side of this Note)

Signature Guarantee:
                    ------------------------------------------------------------

                                      A-9

                [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]

                                    GUARANTEE

                  Each Guarantor (the "Guarantor", which term includes any
successor Person under the Indenture) has unconditionally guaranteed, on a
senior subordinated basis, jointly and severally, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of, and premium, if any, and interest on the
Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of, and interest on the Notes, to the extent permitted by law
and the due and punctual performance of all other Obligations of the Company to
the Noteholders or the Trustee all in accordance with the terms set forth in the
Indenture, and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other Obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, at stated maturity, by acceleration or otherwise.

                  The obligations of each Guarantor to the Noteholders and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized signatories.

                            Guarantors:

                            AMERICAN SIGNS, INC.
                            COLORADO LOGOS, INC.
                            HARDIN DEVELOPMENT CORPORATION
                            LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                            LAMAR ADVERTISING OF KENTUCKY, INC.
                            LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                            LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                            LAMAR OCI NORTH CORPORATION
                            LAMAR OCI SOUTH CORPORATION
                            NEBRASKA LOGOS, INC.
                            UTAH LOGOS, INC.
                            OHIO LOGOS, INC.
                            KANSAS LOGOS, INC.
                            LAMAR PENSACOLA TRANSIT, INC.
                            LAMAR TEXAS GENERAL PARTNER, INC.

                                      A-10

                            MICHIGAN LOGOS, INC.
                            MINNESOTA LOGOS, INC.
                            NEW MEXICO LOGOS, INC.
                            SOUTH CAROLINA LOGOS, INC.
                            TENNESSEE LOGOS, INC.
                            TLC PROPERTIES, INC.
                            TLC PROPERTIES II, INC.
                            LAMAR ADVERTISING OF MICHIGAN, INC.
                            CANADIAN TODS LIMITED
                            NEVADA LOGOS, INC.
                            FLORIDA LOGOS, INC.
                            LAMAR ELECTRICAL, INC.
                            PARSONS DEVELOPMENT COMPANY
                            REVOLUTION OUTDOOR ADVERTISING, INC.
                            LAMAR FLORIDA, INC.
                            LAMAR ADVAN, INC.
                            LAMAR ADVERTISING OF IOWA, INC.
                            LAMAR CENTRAL OUTDOOR, INC.
                            LAMAR ADVANTAGE HOLDING COMPANY
                            LAMAR OKLAHOMA HOLDING COMPANY, INC.
                            LAMAR ADVERTISING OF OKLAHOMA, INC.
                            LAMAR BENCHES, INC.
                            LAMAR I-40 WEST, INC.
                            LAMAR OHIO OUTDOOR HOLDING CORP.
                            OUTDOOR MARKETING SYSTEMS, INC.
                            LAMAR ADVERTISING SOUTHWEST, INC.
                            LAMAR DOA TENNESSEE HOLDINGS, INC.
                            LAMAR DOA TENNESSEE, INC.
                            TRANS WEST OUTDOOR ADVERTISING, INC.
                            LAMAR PINNACLE ACQUISITION CO.

                            By:
                                -------------------------------------
                                Name:  Keith A. Istre
                                Title: Vice President-Finance and Chief
                                       Financial Officer

                                      A-11

                            MISSOURI LOGOS, LLC
                            KENTUCKY LOGOS, LLC
                            OKLAHOMA LOGOS, L.LC.
                            MISSISSIPPI LOGOS, L.L.C.
                            DELAWARE LOGOS, L.L.C.
                            NEW JERSEY LOGOS, L.L.C.
                            GEORGIA LOGOS, L.L.C.
                            VIRGINIA LOGOS, LLC
                            MAINE LOGOS, L.L.C.
                            WASHINGTON LOGOS, L.L.C.

                            By:    Interstate Logos, L.L.C., its
                                   Managing Member
                            By:    Lamar Media Corp., its Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            INTERSTATE LOGOS, L.L.C.
                            THE LAMAR COMPANY, L.L.C.

                            By:    Lamar Media Corp., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            LAMAR ADVERTISING OF PENN, LLC
                            LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                            LAMAR TENNESSEE, L.L.C.
                            LAMAR AIR, L.L.C.
                            LC BILLBOARD L.L.C.

                            By:    The Lamar Company, L.L.C., its
                                   Managing Member
                            By:    Lamar Media Corp., its
                                   Managing Member

                                      A-12

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            LAMAR TEXAS LIMITED PARTNERSHIP

                            By:    Lamar Texas General Partner, Inc.,
                                   its General Partner

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            TLC PROPERTIES, L.L.C.

                            By:    TLC Properties, Inc., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            OUTDOOR PROMOTIONS WEST, LLC
                            TRANSIT AMERICA LAS VEGAS, L.L.C.
                            LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC
                            TRIUMPH OUTDOOR RHODE ISLAND, LLC

                            By:    Triumph Outdoor Holdings, LLC, its
                                   Managing Member
                            By:    Lamar Central Outdoor, Inc., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                                      A-13

                            LAMAR ADVANTAGE GP COMPANY, LLC
                            LAMAR ADVANTAGE LP COMPANY, LLC
                            TRIUMPH OUTDOOR HOLDINGS, LLC

                            By:    Lamar Central Outdoor, Inc., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                            By:    Lamar Advantage GP Company, LLC, its
                                   General Partner
                            By:    Lamar Central Outdoor, Inc., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            LAMAR T.T.R., L.L.C.

                            By:    Lamar Advertising of Youngstown, Inc., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            TEXAS LOGOS, L.P.

                            By:    Oklahoma Logos, L.L.C., its
                                   General Partner
                            By:    Interstate Logos, L.L.C., its
                                   Managing Member

                                      A-14

                            By:    Lamar Media Corp., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                                   Name:  Keith A. Istre
                                   Title: Vice President - Finance and
                                          Chief Financial Officer

                            OUTDOOR MARKETING SYSTEMS, L.L.C.

                            By:    Outdoor Marketing Systems, Inc., its
                                   Managing Member

                            By:
                                   --------------------------------------------
                            Name:  Keith A. Istre
                            Title: Vice President - Finance and
                                   Chief Financial Officer

                                      A-15

                        CERTIFICATE TO BE DELIVERED UPON
                      EXCHANGE OR REGISTRATION OF TRANSFER

                              RESTRICTED SECURITIES

                  This certificate relates to $____________ principal amount of
Notes held in (check applicable space) [ ] book-entry or [ ] definitive form by
the undersigned.

                  The undersigned (check one box below):

         [ ]      has requested the Trustee by written order to deliver in
                  exchange for its beneficial interest in the Global Note held
                  by the Depository a Note or Notes in definitive, registered
                  form of authorized denominations and an aggregate principal
                  amount equal to its beneficial interest in such Global Note
                  (or the portion thereof indicated above);

         [ ]      has requested the Trustee by written order to exchange or
                  register the transfer of a Note or Notes.

                  In connection with any transfer of any of the Notes evidenced
by this certificate occurring prior to the expiration of the period referred to
in Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Notes and the last date, if any, on which such Notes were owned
by the Company or any Affiliate of the Company, the undersigned confirms that
such Notes are being transferred in accordance with its terms:

                  CHECK ONE BOX BELOW:

         (1)     [ ]       to the Company; or

         (2)     [ ]       pursuant to an effective registration statement under
                           the Securities Act of 1933; or

         (3)     [ ]       inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that such
                           transfer is being made in reliance on Rule 144A, in
                           each case pursuant to and in compliance with Rule
                           144A under the Securities Act of 1933; or

         (4)     [ ]       outside the United States in an offshore transaction
                           within the meaning of Regulation S under the
                           Securities Act in compliance with Rule 904 under the
                           Securities Act of 1933; or

         (5)     [ ]       pursuant to another available exemption from
                           registration such as the exemption provided by Rule
                           144 under the Securities Act of 1933.

                                      A-16

                  Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if box
(4) or (5) is checked, the Trustee may require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information
as the Company has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                  ----------------------------------------------
                                                    Signature

                                  ----------------------------------------------
                                               Signature Guarantee

                                          Signature must be guaranteed

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated:
       --------------                    ---------------------------------------
                                            NOTICE:  To be executed by an
                                                     executive officer

                                      A-17

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following increases or decreases in this Global Note have
been made:

                         AMOUNT OF         AMOUNT OF AMOUNT     PRINCIPAL AUTHORIZED
                        INCREASE IN        OF THIS PRINCIPAL         GLOBAL NOTE          SIGNATURE OF EXCHANGE
     DATE OF        PRINCIPAL AMOUNT OR     AMOUNT OF THIS         FOLLOWING SUCH         OFFICER OF TRUSTEE OR
   DECREASE IN       THIS GLOBAL NOTE         GLOBAL NOTE       DECREASE OF INCREASE            CUSTODIAN

                                      A-18

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.20 of the
Indenture, check the appropriate box:

                  [ ]  Section 4.14            [ ]  Section 4.20

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.14 or Section 4.20 of the Indenture, state the
amount you elect to have purchased:

$
 ------------------------
Date:
     --------------------

                            Your Signature:
                                           -------------------------------------
                                           (Sign exactly as your name appears
                                           on the face of this Note)

- -------------------------------
Signature Guaranteed

                                      A-19

                                                                     [EXHIBIT B]

                         [FORM OF FACE OF EXCHANGE NOTE]

                              [GLOBAL NOTES LEGEND]

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.(2)

                                LAMAR MEDIA CORP.

                    7 1/4% SENIOR SUBORDINATED NOTE DUE 2013

No.                                                              CUSIP No. [   ]
                                                                          $[   ]

                  LAMAR MEDIA CORP., a Delaware corporation, promises to pay to
[ ], or registered assigns, the principal sum of $[    ], on January 1, 2013.

                                              
                  Interest Payment Dates:        July 1 and January 1, commencing July 1, 2003.

                  Record Dates:                  June 15 and December 15, commencing June 15, 2003
                                                 (whether or not a business day).

                  Additional provisions of this Note are set forth on the other
side of this Note.

- ----------
(2)  This paragraph should only be added if the Security is issued in global
     form.

                                      B-1

                                     LAMAR MEDIA CORP.

                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Wachovia Bank of Delaware, National Association
    Corporate Trust Administration
    9300 Shelbyville Road, Suite 507
    Louisville, Kentucky  40222

    as Trustee, certifies that this is one of
    the 7 1/4% Senior Subordinated Notes due
    2013 referred to in the Indenture

    By:
          ---------------------------------
          Authorized Signatory

                                      B-2

                     [FORM OF REVERSE SIDE OF EXCHANGE NOTE]

                                LAMAR MEDIA CORP.

                    7 1/4% SENIOR SUBORDINATED NOTE DUE 2013

1.      INTEREST.

                  Lamar Media Corp., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note semiannually on
July 1 and January 1 of each year (each, an "Interest Payment Date"), commencing
on July 1, 2003, at the rate of 7 1/4% per annum. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. Interest shall accrue from
the most recent date to which interest has been paid or duly provided for, or if
no interest has been paid or duly provided for, from December 23, 2002.

                  The Company shall pay interest on overdue principal, and on
overdue premium, if any, and overdue interest, to the extent lawful, at a rate
equal to the rate of interest otherwise payable on the Notes.

2.      METHOD OF PAYMENT.

                  The Company will pay interest on this Note provided for in
Paragraph 1 above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the Record Date
immediately preceding the Interest Payment Date. The Holder must surrender this
Note to a Paying Agent to collect principal payments. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts;
provided, however, that so long as this Note is a Global Note such payments will
be made in immediately available funds and the Company may pay principal,
premium, if any, and interest on a Note which is not a Global Note by check
payable in such money. The Company may mail an interest check with respect to
any Note that is not a Global Note to the Holder's registered address.

3.      PAYING AGENT AND REGISTRAR.

                  Initially, Wachovia Bank of Delaware, National Association, a
national association organized under the laws of the United States of America
(the "Trustee"), will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to the Holders of the Notes.
Neither the Company nor any of its Subsidiaries or Affiliates may act as Paying
Agent but may act as registrar or co-registrar.

4.      INDENTURE; RESTRICTIVE COVENANTS.

                  The Company issued this Note under an Indenture dated as of
December 23, 2002 (the "Indenture") among the Company, the Guarantors and the
Trustee. The terms of this Note include those stated in the Indenture and those
made part of the Indenture by

                                      B-3

reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of the Indenture. This Note is subject to
all such terms, and the Holder of this Note is referred to the Indenture and
said Trust Indenture Act for a statement of them. All capitalized terms in this
Note, unless otherwise defined, have the meanings assigned to them by the
Indenture.

                  The Notes are general unsecured obligations of the Company
unlimited in principal amount. The Indenture imposes certain restrictions on,
among other things, the incurrence of Indebtedness and Liens by the Company and
its Restricted Subsidiaries, mergers and sale of assets, the payment of
dividends on, or the repurchase of, Capital Stock of the Company and its
Restricted Subsidiaries, certain other Restricted Payments by the Company and
its Restricted Subsidiaries and certain transactions with Affiliates.

5.      SUBORDINATION.

                  The Indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, subordinated and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness, and
this Note is issued subject to such provisions. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose.

6.      OPTIONAL REDEMPTION.

                  The Notes will be redeemable at the option of the Company, in
whole or in part, at any time on or after January 1, 2008 at the following
redemption prices (expressed as a percentage of principal amount), together, in
each case, with accrued and unpaid interest to (but not including) the
redemption date, if redeemed during the twelve-month period beginning on
December 1, of each year listed below:

                    Year                                          Percentage
                    ----                                          ----------
                                                               
                    2008................................             103.625%
                    2009................................             102.417%
                    2010................................             101.208%
                    2011 and thereafter.................             100.000%

                  Notwithstanding the foregoing, the Company may redeem in the
aggregate up to 35% of the original principal amount of the Notes at any time
and from time to time prior to January 1, 2006 at a redemption price equal to
107.25% of the aggregate principal amount so redeemed, plus accrued interest to
but not including the redemption date, out of the Net Proceeds of one or more
Public Equity Offerings; provided that at least 65% of the aggregate principal
amount of the Notes originally issued remains outstanding immediately after the
occurrence of any such redemption and that any such redemption occurs within 120
days following the closing of any such Public Equity Offering.

                                      B-4

7.      NOTICE OF REDEMPTION.

                  Notice of redemption will be mailed via first-class mail at
least 30 days but not more than 60 days prior to the redemption date to each
Holder of Notes to be redeemed at its registered address as it shall appear on
the register of the Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption unless the Company shall fail to redeem any such Note.

8.      OFFERS TO PURCHASE.

                  The Indenture requires that certain proceeds from Asset Sales
be used, subject to further limitations contained therein, to make an offer to
purchase certain amounts of Notes in accordance with the procedures set forth in
the Indenture. The Company is also required to make an offer to purchase Notes
upon occurrence of a Change of Control in accordance with procedures set forth
in the Indenture.

9.      DENOMINATIONS, TRANSFER, EXCHANGE.

                  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, a Holder may
register the transfer or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Note selected for redemption or register the transfer of or
exchange any Note for a period of 15 days before a selection of Notes to be
redeemed or any Note after it is called for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

10.     PERSONS DEEMED OWNERS.

                  The registered Holder of this Note may be treated as the owner
of it for all purposes.

11.     UNCLAIMED MONEY.

                  If money for the payment of principal, premium or interest on
any Note remains unclaimed for two years, the Trustee or Paying Agent will pay
the money back to the Company at its written request. After that, Holders
entitled to money must look to the Company for payment as general creditors
unless an "abandoned property" law designates another person.

12.     AMENDMENT, SUPPLEMENT AND WAIVER.

                  Subject to certain exceptions, the Indenture or the Notes may
be modified, amended or supplemented by the Company, the Guarantors and the
Trustee with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding and any

                                      B-5

existing default or compliance with any provision may be waived in a particular
instance with the consent of the Holders of a majority in principal amount of
the Notes (including Additional Notes, if any) then outstanding. Without the
consent of Holders, the Company, the Guarantors and the Trustee may amend the
Indenture or the Notes or supplement the Indenture for certain specified
purposes including providing for uncertificated Notes in addition to
certificated Notes, and curing any ambiguity, defect or inconsistency, or making
any other change that does not adversely affect the rights of any Holder.

13.     DEFAULTS AND REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Notes then
outstanding may declare all the Notes to be due and payable immediately in the
manner and with the effect provided in the Indenture. Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity reasonably satisfactory to it before it enforces
the Indenture or the Notes. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Notes then outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.

14.     TRUSTEE DEALINGS WITH THE COMPANY.

                  The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company, any Guarantor or their Affiliates, and may otherwise deal with
the Company, any Guarantor or their Affiliates, as if it were not Trustee.

15.     NO RECOURSE AGAINST OTHERS.

                  As more fully described in the Indenture, a director, officer,
employee or stockholder, as such, of the Company or any Guarantor shall not have
any liability for any obligations of the Company or any Guarantor under the
Notes or the Indenture or for any claim based on, in respect or by reason of,
such obligations or their creation. The Holder of this Note by accepting this
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of this Note.

16.     DEFEASANCE AND COVENANT DEFEASANCE.

                  The Indenture contains provisions for defeasance of the entire
indebtedness on this Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.

                                      B-6

17.     ABBREVIATIONS.

                  Customary abbreviations may be used in the name of a Holder of
a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

18.     CUSIP NUMBERS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP Numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

19.     GOVERNING LAW.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS NOTE.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
LAMAR MEDIA CORP., 5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808,
ATTENTION: CHIEF FINANCIAL OFFICER.

                                      B-7

                                   ASSIGNMENT

                  I or we assign and transfer this Note to:

- --------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:

- --------------------------------------------------------------------------------

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

Date:                             Your Signature:
       ---------------                           -------------------------------
                                       (Sign exactly as your name appears on
                                       the other side of this Note)

Signature Guarantee:
                    ------------------------------------------------------------

                                      B-8

                [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]

                                    GUARANTEE

                  Each Guarantor (the "Guarantor", which term includes any
successor Person under the Indenture) has unconditionally guaranteed, on a
senior subordinated basis, jointly and severally, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of, and premium, if any, and interest on the
Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of, and interest on the Notes, to the extent permitted by law
and the due and punctual performance of all other Obligations of the Company to
the Noteholders or the Trustee all in accordance with the terms set forth in the
Indenture, and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other Obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, at stated maturity, by acceleration or otherwise.

                  The obligations of each Guarantor to the Noteholders and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized signatories.

                                Guarantors:

                                AMERICAN SIGNS, INC.
                                COLORADO LOGOS, INC.
                                HARDIN DEVELOPMENT CORPORATION
                                LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                                LAMAR ADVERTISING OF KENTUCKY, INC.
                                LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                LAMAR OCI NORTH CORPORATION
                                LAMAR OCI SOUTH CORPORATION
                                NEBRASKA LOGOS, INC.
                                UTAH LOGOS, INC.
                                OHIO LOGOS, INC.
                                KANSAS LOGOS, INC.
                                LAMAR PENSACOLA TRANSIT, INC.
                                LAMAR TEXAS GENERAL PARTNER, INC.
                                MICHIGAN LOGOS, INC.

                                      B-9

                                MINNESOTA LOGOS, INC.
                                NEW MEXICO LOGOS, INC.
                                SOUTH CAROLINA LOGOS, INC.
                                TENNESSEE LOGOS, INC.
                                TLC PROPERTIES, INC.
                                TLC PROPERTIES II, INC.
                                LAMAR ADVERTISING OF MICHIGAN, INC.
                                CANADIAN TODS LIMITED
                                NEVADA LOGOS, INC.
                                FLORIDA LOGOS, INC.
                                LAMAR ELECTRICAL, INC.
                                PARSONS DEVELOPMENT COMPANY
                                REVOLUTION OUTDOOR ADVERTISING, INC.
                                LAMAR FLORIDA, INC.
                                LAMAR ADVAN, INC.
                                LAMAR ADVERTISING OF IOWA, INC.
                                LAMAR CENTRAL OUTDOOR, INC.
                                LAMAR ADVANTAGE HOLDING COMPANY
                                LAMAR OKLAHOMA HOLDING COMPANY, INC.
                                LAMAR ADVERTISING OF OKLAHOMA, INC.
                                LAMAR BENCHES, INC.
                                LAMAR I-40 WEST, INC.
                                LAMAR OHIO OUTDOOR HOLDING CORP.
                                OUTDOOR MARKETING SYSTEMS, INC.
                                LAMAR ADVERTISING SOUTHWEST, INC.
                                LAMAR DOA TENNESSEE HOLDINGS, INC.
                                LAMAR DOA TENNESSEE, INC.
                                TRANS WEST OUTDOOR ADVERTISING, INC.
                                LAMAR PINNACLE ACQUISITION CO.

                                By:
                                    -------------------------------------
                                    Name:  Keith A. Istre
                                    Title: Vice President-Finance and Chief
                                           Financial Officer

                                      B-10

                                MISSOURI LOGOS, LLC
                                KENTUCKY LOGOS, LLC
                                OKLAHOMA LOGOS, L.LC.
                                MISSISSIPPI LOGOS, L.L.C.
                                DELAWARE LOGOS, L.L.C.
                                NEW JERSEY LOGOS, L.L.C.
                                GEORGIA LOGOS, L.L.C.
                                VIRGINIA LOGOS, LLC
                                MAINE LOGOS, L.L.C.
                                WASHINGTON LOGOS, L.L.C.

                                By:    Interstate Logos, L.L.C., its
                                       Managing Member
                                By:    Lamar Media Corp., its Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                INTERSTATE LOGOS, L.L.C.
                                THE LAMAR COMPANY, L.L.C.

                                By:    Lamar Media Corp., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                LAMAR ADVERTISING OF PENN, LLC
                                LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                                LAMAR TENNESSEE, L.L.C.
                                LAMAR AIR, L.L.C.
                                LC BILLBOARD L.L.C.

                                By:    The Lamar Company, L.L.C., its
                                       Managing Member
                                By:    Lamar Media Corp., its
                                       Managing Member

                                      B-11

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                LAMAR TEXAS LIMITED PARTNERSHIP

                                By:    Lamar Texas General Partner, Inc.,
                                       its General Partner

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                TLC PROPERTIES, L.L.C.

                                By:    TLC Properties, Inc., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                OUTDOOR PROMOTIONS WEST, LLC
                                TRANSIT AMERICA LAS VEGAS, L.L.C.
                                LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC
                                TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                By:    Triumph Outdoor Holdings, LLC, its
                                       Managing Member
                                By:    Lamar Central Outdoor, Inc., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                      B-12

                                LAMAR ADVANTAGE GP COMPANY, LLC
                                LAMAR ADVANTAGE LP COMPANY, LLC
                                TRIUMPH OUTDOOR HOLDINGS, LLC

                                By:    Lamar Central Outdoor, Inc., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                By:    Lamar Advantage GP Company, LLC, its
                                       General Partner
                                By:    Lamar Central Outdoor, Inc., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                LAMAR T.T.R., L.L.C.

                                By:    Lamar Advertising of Youngstown, Inc.,
                                       its Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                TEXAS LOGOS, L.P.

                                By:    Oklahoma Logos, L.L.C., its
                                       General Partner
                                By:    Interstate Logos, L.L.C., its
                                       Managing Member

                                      B-13

                                By:    Lamar Media Corp., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                OUTDOOR MARKETING SYSTEMS, L.L.C.

                                By:    Outdoor Marketing Systems, Inc., its
                                       Managing Member

                                By:
                                       -----------------------------------------
                                       Name:  Keith A. Istre
                                       Title: Vice President - Finance and
                                              Chief Financial Officer

                                      B-14

                        CERTIFICATE TO BE DELIVERED UPON
                      EXCHANGE OR REGISTRATION OF TRANSFER

                              RESTRICTED SECURITIES

                  This certificate relates to $____________ principal amount of
Notes held in (check applicable space) [ ] book-entry or [ ] definitive
form by the undersigned.

                  The undersigned (check one box below):

         [ ]      has requested the Trustee by written order to deliver in
                  exchange for its beneficial interest in the Global Note held
                  by the Depository a Note or Notes in definitive, registered
                  form of authorized denominations and an aggregate principal
                  amount equal to its beneficial interest in such Global Note
                  (or the portion thereof indicated above);

         [ ]      has requested the Trustee by written order to exchange or
                  register the transfer of a Note or Notes.

                  In connection with any transfer of any of the Notes evidenced
by this certificate occurring prior to the expiration of the period referred to
in Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Notes and the last date, if any, on which such Notes were owned
by the Company or any Affiliate of the Company, the undersigned confirms that
such Notes are being transferred in accordance with its terms:

                  CHECK ONE BOX BELOW:

         (1)     [ ]    to the Company; or

         (2)     [ ]    pursuant to an effective registration statement under
                        the Securities Act of 1933; or

         (3)     [ ]    inside the United States to a "qualified institutional
                        buyer" (as defined in Rule 144A under the Securities Act
                        of 1933) that purchases for its own account or for the
                        account of a qualified institutional buyer to whom
                        notice is given that such transfer is being made in
                        reliance on Rule 144A, in each case pursuant to and in
                        compliance with Rule 144A under the Securities Act of
                        1933; or

         (4)     [ ]    outside the United States in an offshore transaction
                        within the meaning of Regulation S under the Securities
                        Act in compliance with Rule 904 under the Securities Act
                        of 1933; or

         (5)     [ ]    pursuant to another available exemption from
                        registration such as the exemption provided by Rule 144
                        under the Securities Act of 1933.

                                      B-15

                  Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if box
(4) or (5) is checked, the Trustee may require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information
as the Company has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                        ----------------------------------------
                                                      Signature

                                        ----------------------------------------
                                                  Signature Guarantee

                                             Signature must be guaranteed

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated:
      -----------------                    -------------------------------------
                                             NOTICE:   To be executed by an
                                                       executive officer

                                      B-16

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following increases or decreases in this Global Note have
been made:

                  The following increases or decreases in this Global Note have
been made:

                         AMOUNT OF         AMOUNT OF AMOUNT     PRINCIPAL AUTHORIZED
                        INCREASE IN        OF THIS PRINCIPAL         GLOBAL NOTE          SIGNATURE OF EXCHANGE
     DATE OF        PRINCIPAL AMOUNT OR     AMOUNT OF THIS         FOLLOWING SUCH         OFFICER OF TRUSTEE OR
   DECREASE IN       THIS GLOBAL NOTE         GLOBAL NOTE       DECREASE OF INCREASE            CUSTODIAN

                                      B-17

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.20 of the
Indenture, check the appropriate box:

                  [ ]  Section 4.14            [ ]  Section 4.20

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.14 or Section 4.20 of the Indenture, state the
amount you elect to have purchased:

$
 ----------------------
Date:
        ---------------

                          Your Signature:
                                         ---------------------------------------
                                         (Sign exactly as your name appears
                                         on the face of this Note)

- -------------------------------------
Signature Guaranteed

                                      B-18

                                                                     [EXHIBIT C]

                     [FORM OF CERTIFICATE TO BE DELIVERED IN
                      CONNECTION WITH TRANSFERS TO NON-QIB
                       INSTITUTIONAL ACCREDITED INVESTORS]

Transferee Letter of Representation
Lamar Media Corp.
c/o Wachovia Bank of Delaware, National Association
Corporate Trust Administration
9300 Shelbyville Road, Suite 507
Louisville, Kentucky  40222
Attention:  Mr. Brian K. Justice

Location:  Corporate Trust Department

Dear Ladies and Gentlemen:

                  This certificate is delivered to request a transfer of $[ ]
principal amount of the 7 1/4% Senior Subordinated Notes due 2013 (the "Notes")
of Lamar Media Corp. (the "Company").

                  Upon transfer, the Notes would be registered in the name of
the new beneficial owner as follows:

                           Name:
                                 --------------------------------------

                           Address:
                                    -----------------------------------

                           Taxpayer ID Number :
                                               ------------------------

                  The undersigned represents and warrants to you that:

                  1. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional "accredited investor" at least $250,000 principal amount
of the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act. We
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Notes and
invest in or purchase securities similar to the Notes in the normal course of
our business. We and any accounts for which we are acting are each able to bear
the economic risk of our or its investment.

                  2. We understand that the Notes have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing

                                       C-1

Notes to offer, sell or otherwise transfer such Notes prior to the date which is
two years after the later of the date of original issue and the last date on
which the Company or any affiliate of the Company was the owner of such Notes
(or any predecessor thereto) (the "Resale Restriction Termination Date") only
(a) to the Company, (b) pursuant to a registration statement that has been
declared effective under the Securities Act, (c) for so long as the securities
are eligible for resale pursuant to Rule 144A under the Securities Act, to a
person we reasonably believe is a "qualified institutional buyer" as defined in
Rule 144A under the Securities Act that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
an institutional accredited investor acquiring the security for its own account
or for the account of such an institutional accredited investor, in each case in
a minimum principal amount of the securities of $250,000, for investment
purposes and not with a view to or for offer or sale in connection with any
distribution in violation of the Securities Act, or (f) pursuant to another
available exemption from the registration requirements of the Securities Act,
subject to the Company's and the Trustee's right prior to any such offer, sale
or transfer pursuant to clause (e) or (f) to require the delivery of an opinion
of counsel, certification and/or other information satisfactory to each of them.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which
shall provide, among other things, that the transferee is an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act and that it is acquiring such Notes for investment
purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that the Company and the Trustee reserve the right prior
to any offer, sale or other transfer prior to the Resale Termination Date of the
Notes pursuant to clause (d), (e) or (f) above to require the delivery of an
opinion of counsel, certifications and/or other information satisfactory to the
Company and the Trustee.

                                            TRANSFEREE:
                                                       -------------------------

                                            BY:
                                               ---------------------------------

                                      C-2

                                                                     [EXHIBIT D]

               [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                      WITH TRANSFERS PURSUANT TO RULE 144A]

Lamar Media Corp.
c/o Wachovia Bank of Delaware, National Association
Corporate Trust Administration
9300 Shelbyville Road, Suite 507
Louisville, Kentucky  40222
Attention:  Mr. Brian K. Justice

Location:  Corporate Trust Department

[date]

                          Re:    Lamar Media Corp. (the "Company")
                                 7 1/4% Senior Subordinated Notes due 2013 (the
                                 "Notes")

Ladies and Gentlemen:

                  In connection with our proposed sale of $________ aggregate
principal amount of the Notes, we hereby certify that such transfer is being
effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
hereby further certify that the Notes are being transferred to a person that we
reasonably believe is purchasing the Notes for its own account, or for one or
more accounts with respect to which such person exercises sole investment
discretion, and such person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                            Very truly yours,

                                            ------------------------------------
                                                    [Name of Transferor]

                                            By:
                                               ---------------------------------
                                                     Authorized Signature

                                      D-1

                                                                     [EXHIBIT E]

                      [FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S]

[date]

Lamar Media Corp.
c/o Wachovia Bank of Delaware, National Association
Corporate Trust Administration
9300 Shelbyville Road, Suite 507
Louisville, Kentucky  40222
Attention:  Mr. Brian K. Justice

Location:  Corporate Trust Department

                           Re:   Lamar Media Corp. (the "Company")
                                 7 1/4% Senior Subordinated Notes due 2013 (the
                                 "Notes")

Ladies and Gentlemen:

                  In connection with our proposed sale of $ ______________
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                  (1) the offer of the Notes was not made to a person in the
United States;

                  (2) either (a) at the time the buy order was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or
(b) the transaction was executed in, on or through the facilities of a
designated off shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been prearranged with a buyer in the
United States;

                  (3) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule Rule 904(b) of Regulation S,
and

                  (4) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act.

                  In addition, if the sale is made during a restricted period
and the provisions of Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable
provisions of Rule 904(c)(1).

                                      E-1

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                                       Very truly yours,

                                       -----------------------------------------
                                                  [Name of Transferor]

                                       By:
                                          --------------------------------------
                                                    Authorized Signature

                                      E-2

                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT dated December 23, 2002 (this
"Agreement") is entered into by and among Lamar Media Corp., a Delaware
corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the
"Guarantors"), and J.P. Morgan Securities Inc., BNP Paribas Securities Corp.,
SunTrust Capital Markets, Inc., and Wachovia Securities, Inc. (the "Initial
Purchasers").

         The Company, the Guarantors and the Initial Purchasers are parties to
the Amended and Restated Purchase Agreement dated as of December 17, 2002 (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $260,000,000 aggregate principal amount of the Company's 7-1/4%
Senior Subordinated Notes due 2013 (the "Securities"), which will be guaranteed
on an unsecured senior subordinated basis by each of the Guarantors. As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

         "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed.

         "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

         "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii)
hereof.

         "Exchange Offer" shall mean the exchange offer by the Company and the
Guarantors of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.

         "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

         "Exchange Securities" shall mean senior subordinated notes issued by
the Company and guaranteed by the Guarantors under the Indenture containing
terms identical to the Securities (except that the Exchange Securities will not
be subject to restrictions on transfer or to any increase in annual interest
rate for failure to comply with this Agreement) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer.

         "Guarantors" shall have the meaning set forth in the preamble and shall
also include any Guarantor's successors.

         "Holders" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided, however, that for purposes of Sections 4 and 5 of this
Agreement, the term "Holders" shall include Participating Broker-Dealers.

         "Indemnified Person" shall have the meaning set forth in Section 5(c)
hereof.

         "Indemnifying Person" shall have the meaning set forth in Section 5(c)
hereof.

         "Indenture" shall mean the Indenture relating to the Securities dated
as of December 23, 2002 by and among the Company, the Guarantors and Wachovia
Bank of Delaware, National Association, as trustee, and as the same may be
amended from time to time in accordance with the terms thereof.

         "Initial Purchasers" shall have the meaning set forth in the preamble.

         "Inspector" shall have the meaning set forth in Section 3(m) hereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided,
however, that whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities owned directly or indirectly by the Company or any of its affiliates
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount.

         "Participating Broker-Dealers" shall have the meaning set forth in
Section 4(a) hereof.

         "Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.

                                        2

         "Purchase Agreement" shall have the meaning set forth in the preamble.

         "Registrable Securities" shall mean the Securities; provided, however,
that the Securities shall cease to be Registrable Securities (i) when a
Registration Statement with respect to such Securities has been declared
effective under the Securities Act and such Securities have been exchanged or
disposed of pursuant to such Registration Statement, (ii) when such Securities
are eligible to be sold pursuant to Rule 144(k) (or any similar provision then
in force, but not Rule 144A) under the Securities Act or (iii) when such
Securities cease to be outstanding.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including, without limitation, (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel for any Underwriters or Holders in connection with blue sky
qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus and any
amendments or supplements thereto, any underwriting agreements, securities sales
agreements or other similar agreements and any other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the fees and disbursements of the Trustee
and its counsel, (vii) the fees and disbursements of counsel for the Company and
the Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected by
the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any
special audits or "comfort" letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of
counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

         "Registration Statement" shall mean any registration statement of the
Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Shelf Effectiveness Period" shall have the meaning set forth in
Section 2(b) hereof.

                                       3

         "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Guarantors that covers all the Registrable
Securities (but no other securities unless approved by the Holders whose
Registrable Securities are to be covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the Securities Act, or any similar
rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

         "Target Registration Date" shall have meaning set forth in Section 2(d)
hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

         "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

         "Underwriter" shall have the meaning set forth in Section 3 hereof.

         "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act. (a) To the extent not prohibited by
any applicable law or applicable interpretations of the Staff of the SEC, the
Company and the Guarantors shall use their reasonable best efforts to (i) cause
to be filed an Exchange Offer Registration Statement covering an offer to the
Holders to exchange all the Registrable Securities for Exchange Securities and
(ii) have such Registration Statement remain effective until the lesser of 180
days after the closing of the Exchange Offer and the date on which all
Participating Broker-Dealers have sold all Exchange Securities held by them. The
Company and the Guarantors shall commence the Exchange Offer as promptly as
practicable after the Exchange Offer Registration Statement is declared
effective by the SEC and use their reasonable best efforts to complete the
Exchange Offer not later than 60 days after such effective date.

         The Company and the Guarantors shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law,

(i)      that the Exchange Offer is being made pursuant to this Agreement and
         that all Registrable Securities validly tendered and not properly
         withdrawn will be accepted for exchange;

(ii)     the dates of acceptance for exchange (which shall be a period of at
         least 20 Business Days from the date such notice is mailed) (the
         "Exchange Dates");

                                       4

(iii)    that any Registrable Security not tendered will remain outstanding and
         continue to accrue interest but will not retain any rights under this
         Agreement;

(iv)     that any Holder electing to have a Registrable Security exchanged
         pursuant to the Exchange Offer will be required to surrender such
         Registrable Security, together with the appropriate letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) and in the manner specified
         in the notice, prior to the close of business on the last Exchange
         Date; and

(v)      that any Holder will be entitled to withdraw its election, not later
         than the close of business on the last Exchange Date, by sending to the
         institution and at the address (located in the Borough of Manhattan,
         The City of New York) specified in the notice, a telegram, telex,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Registrable Securities delivered for exchange
         and a statement that such Holder is withdrawing its election to have
         such Securities exchanged.

         As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an
"affiliate" (within the meaning of Rule 405 under Securities Act) of the Company
or any Guarantor and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus in connection with any resale of such
Exchange Securities.

         As soon as practicable after the last Exchange Date, the Company and
the Guarantors shall:

(i)      accept for exchange Registrable Securities or portions thereof validly
         tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)     deliver, or cause to be delivered, to the Trustee for cancellation all
         Registrable Securities or portions thereof so accepted for exchange by
         the Company and issue, and cause the Trustee to promptly authenticate
         and deliver to each Holder, Exchange Securities equal in principal
         amount to the principal amount of the Registrable Securities
         surrendered by such Holder.

         The Company and the Guarantors shall use their reasonable best efforts
to complete the Exchange Offer as provided above and shall comply with the
applicable requirements of the Securities Act, the Exchange Act and other
applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations
of the Staff of the SEC.

                                       5

         (b) In the event that (i) the Company and the Guarantors determine that
the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be completed as soon as practicable after the last Exchange
Date because it would violate any applicable law or applicable interpretations
of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason
completed by June 1, 2003 or (iii) upon completion of the Exchange Offer any
Initial Purchaser shall so request in connection with any offering or sale of
Registrable Securities not eligible to be exchanged for Exchange Securities in
the Exchange Offer and held by it following the consummation of the Exchange
Offer, the Company and the Guarantors shall use their reasonable best efforts to
cause to be filed as soon as practicable after such determination, date or
request, as the case may be, a Shelf Registration Statement providing for the
sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement declared effective by the SEC.

         In the event that the Company and the Guarantors are required to file a
Shelf Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use their reasonable best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer. Notwithstanding the foregoing, the Company and
the Guarantors may delay filing a Shelf Registration Statement, and any
amendment thereto, and may withhold efforts to cause such Shelf Registration
Statement, and any such amendment thereto, to become effective for a period of
up to 60 days, if the Company determines in good faith that such Shelf
Registration Statement, and any such amendment thereto, might interfere with or
affect the negotiation or completion of any transaction that is being
contemplated by the Company (whether or not a final decision has been made to
undertake such transaction) at the time the right to delay is exercised;
provided, however, that the Company may not exercise such right of delay or
withholding of efforts more frequently than two times in any 12-month period and
the aggregate period of any such delays or withholdings shall not exceed 60 days
in any such 12-month period.

         The Company and the Guarantors agree to use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) under the Securities Act
with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the
"Shelf Effectiveness Period"). The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement and the related Prospectus
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use their reasonable
best efforts to cause any such amendment to become effective and such Shelf
Registration Statement and Prospectus to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Holders of
Registrable Securities copies

                                       6

of any such supplement or amendment promptly after its being used or filed with
the SEC.

         (c) The Company and the Guarantors shall pay all Registration Expenses
in connection with the registration pursuant to Section 2(a) and Section 2(b)
hereof. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

         (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC.

         In the event that either the Exchange Offer is not completed or the
Shelf Registration Statement, if required hereby, is not declared effective on
or prior to June 1, 2003 (the "Target Registration Date"), the interest rate on
the Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period immediately following the Target Registration Date and (ii)
an additional 0.25% per annum with respect to each subsequent 90-day period, in
each case until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC or the
Securities become freely tradable under the Securities Act, up to a maximum of
1.00% per annum of additional interest.

         If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 30 days (whether or
not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by 1.00% per annum commencing on the
31st day in such 12-month period and ending on such date that the Shelf
Registration Statement has again been declared effective or the Prospectus again
becomes usable.

         (e) Without limiting the remedies available to the Initial Purchasers
and the Holders, the Company and the Guarantors acknowledge that any failure by
the Company or the Guarantors to comply with their obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's and
the Guarantors' obligations under Section 2(a) and Section 2(b) hereof.

         3. Registration Procedures. In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors
shall as expeditiously as possible

         (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company and the Guarantors, (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all

                                       7

material respects with the requirements of the applicable form and include all
financial statements required by the SEC to be filed therewith; and use their
reasonable best efforts to cause such Registration Statement to become effective
and remain effective for the applicable period in accordance with Section 2
hereof;

         (b) subject to the second sentence of the second paragraph of Section
2(b), prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 hereof and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;

         (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for
such Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto, in order
to facilitate the sale or other disposition of the Registrable Securities
thereunder; and the Company and the Guarantors consent to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable
law by each of the selling Holders of Registrable Securities and any such
Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law;

         (d) use their reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate
with the Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other acts
and things that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided, however, that neither the Company nor
any Guarantor shall be required to (i) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to service of
process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;

         (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for such Holders and counsel for the Initial
Purchasers promptly and, if requested by any such Holder or counsel, confirm
such advice in writing (i) when a Registration Statement has become effective
and when any post-effective amendment thereto has been filed and becomes
effective, (ii) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement and Prospectus or

                                       8

for additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities authority of
any stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (iv) if, between the effective
date of a Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the Company or
any Guarantor contained in any underwriting agreement, securities sales
agreement or other similar agreement, if any, relating to an offering of such
Registrable Securities cease to be true and correct in all material respects or
if the Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
happening of any event during the period a Shelf Registration Statement is
effective that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making of
any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading and (vi) of any determination by the Company
or any Guarantor that a post-effective amendment to a Registration Statement
would be appropriate;

         (f) use their reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of
any such order;

         (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested);

         (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as the selling Holders may reasonably request at
least one Business Day prior to the closing of any sale of Registrable
Securities;

         (i) subject to the second sentence of the second paragraph of Section
2(b), in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(v) hereof, use their reasonable best efforts to
prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company and the Guarantors
shall notify the Holders of Registrable Securities to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and
such Holders hereby agree to suspend use of the Prospectus until the Company and
the Guarantors have amended or supplemented the Prospectus to correct such
misstatement or omission;

                                       9

         (j) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or of any document that is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Registrable Securities and their
counsel) and make such of the representatives of the Company and the Guarantors
as shall be reasonably requested by the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders of Registrable
Securities or their counsel) available for discussion of such document; and the
Company and the Guarantors shall not, at any time after initial filing of a
Registration Statement, file any Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be
incorporated by reference into a Registration Statement or a Prospectus, of
which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities and their counsel)
shall not have previously been advised and furnished a copy or to which the
Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall object;

         (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

         (l) cause the Indenture to be qualified under the Trust Indenture Act
in connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be; cooperate with the Trustee and the Holders to
effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and
execute, and use their reasonable best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;

         (m) in the case of a Shelf Registration, make available for inspection
by a representative of the Holders of the Registrable Securities (an
"Inspector"), any Underwriter participating in any disposition pursuant to such
Shelf Registration Statement, and attorneys and accountants designated by the
Holders, at reasonable times and in a reasonable manner, all pertinent financial
and other records, documents and properties of the Company and the Guarantors,
and cause the respective officers, directors and employees of the Company and
the Guarantors to supply all information reasonably requested by any such
Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement to the same extent that any financial or other records,
documents and properties and all other information was provided to the Initial
Purchasers in connection with the initial issuance of the Notes; provided,
however, that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of any Inspector, Holder or Underwriter);

                                       10

         (n) in the case of a Shelf Registration, use their reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued or
guaranteed by the Company or any Guarantor are then listed if requested by the
Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;

         (o) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as the Company has received notification of the matters to be
incorporated in such filing; and

         (p) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the
Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in underwritten offerings, (iii)
obtain "comfort" letters from the independent certified public accountants of
the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business
acquired by the Company or any Guarantor for which financial statements and
financial data are or are required to be included in the Registration Statement)
addressed to each selling Holder and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type customarily
covered in "comfort" letters in connection with underwritten offerings and (iv)
deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being
sold or the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Company and the Guarantors made pursuant to clause (i) above
and to evidence compliance with any customary conditions contained in an
underwriting agreement.

         In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Company and the Guarantors may from time to time
reasonably request in writing and the Company may exclude from such registration
the Registrable Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request.

                                       11

         In the case of a Shelf Registration Statement, each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in
Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof and, if so directed by the Company and the
Guarantors, such Holder will deliver to the Company and the Guarantors all
copies in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.

         If the Company and the Guarantors shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company and the Guarantors may give any such notice only
twice during any 365-day period and any such suspensions shall not exceed 30
days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.

         The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

         4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff of
the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.

         The Company and the Guarantors understand that it is the Staff's
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the Securities Act.

         (b) In light of the above, and notwithstanding the other provisions of
this Agreement, the Company and the Guarantors agree to amend or supplement the
Prospectus

                                       12

contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(i), for a period of up to 180 days after the last
Exchange Date (as such period may be extended pursuant to the penultimate
paragraph of Section 3 of this Agreement), if requested by the Initial
Purchasers or by one or more Participating Broker-Dealers, in order to expedite
or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section
4(a) above. The Company and the Guarantors further agree that Participating
Broker-Dealers shall be authorized to deliver such Prospectus during such period
in connection with the resales contemplated by this Section 4.

         (c) The Initial Purchasers shall have no liability to the Company, any
Guarantor or any Holder with respect to any request that they may make pursuant
to Section 4(b) above.

         5. Indemnification and Contribution. (a) The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or any Prospectus or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
(i) insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or any Holder furnished to the Company in writing
through J.P. Morgan Securities Inc. or any selling Holder expressly for use
therein and (ii) that with respect to any such untrue statement in or omission
from or alleged untrue statement in or omission from any preliminary Prospectus,
the indemnity provided in this Section 5(a) shall not inure to the benefit of
any Holder from whom the Person asserting any such loss, claim, damage or
liability received Securities or Exchange Securities to the extent that such
loss, claim, damage or liability results from the fact that both (A) a copy of
the final Prospectus was not sent or given to such Person at or prior to the
written confirmation of the sale of such Securities or Exchange Securities to
such Person and (B) such untrue statement in or omission from or alleged untrue
statement in or omission from the preliminary Prospectus was corrected in the
final Prospectus unless, in either case, such failure to deliver the final
Prospectus was a result of non-compliance by the Company or any of the
Guarantors with Section 2(b) or 3(c) hereof. In connection with any Underwritten
Offering permitted by Section 3, the Company and the Guarantors, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the
same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

                                       13

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Guarantors, the Initial Purchasers and the other
selling Holders, their respective affiliates, the directors of the Company and
the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the
Guarantors, any Initial Purchaser and any other selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the indemnity set forth in paragraph (a) above, but only with
respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to such Holder furnished to the Company in writing by such Holder expressly for
use in any Registration Statement and any Prospectus.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided, however, that the failure to notify
the Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it was otherwise unaware of such
suit, action, proceeding, claim or demand and that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided further, however, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified Person otherwise than under this Section 5. If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary, (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person, (iii) the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person, or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Initial Purchaser, its affiliates, directors and
officers and any control Persons of such Initial Purchaser shall be designated
in writing by J.P. Morgan Securities Inc., (y) for any Holder, its affiliates,
directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and (z) in all other cases shall
be designated in writing by the Company. The Indemnifying Person shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable

                                       14

for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the
Indemnifying Person shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by the Indemnifying Person of such request and (ii)
the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No
Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

         (d) If the indemnification provided for in paragraphs (a) and (b) above
is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the
Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) but also the relative fault
of the Company and the Guarantors on the one hand and the Holders on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and the Holders, on the other, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         (e) The Company, the Guarantors and the Holders agree that it would not
be just and equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the

                                      115

provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which
the Securities or Exchange Securities sold by such Holder exceeds the amount of
any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         (f) The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

         (g) The indemnity and contribution provisions contained in this Section
5 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers or any Holder, their respective affiliates or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the
Company or the Guarantors, their respective affiliates or the officers or
directors of or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

         6. General.

         (a) No Inconsistent Agreements. The Company and the Guarantors
represent, warrant and agree that (i) the rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii)
neither the Company nor any Guarantor has entered into, or on or after the date
of this Agreement will enter into, any agreement that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a
writing executed by each of the parties hereto.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current

                                       16

address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially is,
with respect to the Initial Purchasers, the address set forth in the Purchase
Agreement, (ii) if to the Company and the Guarantors, initially at the Company's
address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(c), and (iii) to such other persons at their respective addresses as
provided in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c). All
such notices and communications shall be deemed to have been duly given at the
time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next Business
Day if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.
The Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.

         (e) Purchases and Sales of Securities. The Company and the Guarantors
shall not, and shall use their reasonable best efforts to cause their affiliates
(as defined in Rule 405 under the Securities Act) not to, purchase and then
resell or otherwise transfer any Registrable Securities.

         (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                                       17

         (h) Headings. The headings in this Agreement are for convenience of
reference only, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.

         (i) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         (j) Miscellaneous. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company, the Guarantors and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid,
void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable
provisions.

                                       18

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                LAMAR MEDIA CORP.

                                By: /s/ Keith A. Istre
                                    --------------------------------------------
                                    Name: Keith A. Istre
                                    Title: Chief Financial Officer and Treasurer

                                AMERICAN SIGNS, INC.
                                COLORADO LOGOS, INC.
                                HARDIN DEVELOPMENT CORPORATION
                                LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                                LAMAR ADVERTISING OF KENTUCKY, INC.
                                LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                LAMAR OCI NORTH CORPORATION
                                LAMAR OCI SOUTH CORPORATION
                                NEBRASKA LOGOS, INC.
                                UTAH LOGOS, INC.
                                OHIO LOGOS, INC.
                                KANSAS LOGOS, INC.
                                LAMAR PENSACOLA TRANSIT, INC.
                                LAMAR TEXAS GENERAL PARTNER, INC.
                                MICHIGAN LOGOS, INC.
                                MINNESOTA LOGOS, INC.
                                NEW MEXICO LOGOS, INC.
                                SOUTH CAROLINA LOGOS, INC.
                                TENNESSEE LOGOS, INC.
                                TLC PROPERTIES, INC.
                                TLC PROPERTIES II, INC.
                                LAMAR ADVERTISING OF MICHIGAN, INC.
                                CANADIAN TODS LIMITED
                                NEVADA LOGOS, INC.
                                FLORIDA LOGOS, INC.
                                LAMAR ELECTRICAL, INC.
                                PARSONS DEVELOPMENT COMPANY
                                REVOLUTION OUTDOOR ADVERTISING, INC.
                                LAMAR FLORIDA, INC.
                                LAMAR ADVAN, INC.
                                LAMAR ADVERTISING OF IOWA, INC.
                                LAMAR CENTRAL OUTDOOR, INC.
                                LAMAR ADVANTAGE HOLDING COMPANY
                                LAMAR OKLAHOMA HOLDING COMPANY, INC.
                                LAMAR ADVERTISING OF OKLAHOMA, INC.
                                LAMAR BENCHES, INC.
                                LAMAR I-40 WEST, INC.

                                LAMAR OHIO OUTDOOR HOLDING CORP.
                                OUTDOOR MARKETING SYSTEMS, INC.
                                LAMAR ADVERTISING SOUTHWEST, INC.
                                LAMAR DOA TENNESSEE HOLDINGS, INC.
                                LAMAR DOA TENNESSEE, INC.
                                TRANS WEST OUTDOOR ADVERTISING, INC.
                                LAMAR PINNACLE ACQUISITION CO.

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

                                       20

                                MISSOURI LOGOS, LLC
                                KENTUCKY LOGOS, LLC
                                OKLAHOMA LOGOS, L.LC.
                                MISSISSIPPI LOGOS, L.L.C.
                                DELAWARE LOGOS, L.L.C.
                                NEW JERSEY LOGOS, L.L.C.
                                GEORGIA LOGOS, L.L.C.
                                VIRGINIA LOGOS, LLC
                                MAINE LOGOS, L.L.C.
                                WASHINGTON LOGOS, L.L.C.

                                By:  Interstate Logos, L.L.C., its
                                     Managing Member
                                By:  Lamar Media Corp., its Managing Member

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

                                INTERSTATE LOGOS, L.L.C.
                                THE LAMAR COMPANY, L.L.C.

                                By: Lamar Media Corp., its
                                    Managing Member

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

                                LAMAR ADVERTISING OF PENN, LLC
                                LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                                LAMAR TENNESSEE, L.L.C.
                                LAMAR AIR, L.L.C.
                                LC BILLBOARD L.L.C.

                                By:  The Lamar Company, L.L.C., its
                                     Managing Member
                                By:  Lamar Media Corp., its
                                     Managing Member

                                       21

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

                                LAMAR TEXAS LIMITED PARTNERSHIP

                                By: Lamar Texas General Partner, Inc.,
                                    its General Partner

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

                                TLC PROPERTIES, L.L.C.

                                By:  TLC Properties, Inc., its
                                     Managing Member

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

                                OUTDOOR PROMOTIONS WEST, LLC
                                TRANSIT AMERICA LAS VEGAS, L.L.C.
                                LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC
                                TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                By:  Triumph Outdoor Holdings, LLC, its
                                     Managing Member
                                By:  Lamar Central Outdoor, Inc., its
                                     Managing Member

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

                                       22

                                LAMAR ADVANTAGE GP COMPANY, LLC
                                LAMAR ADVANTAGE LP COMPANY, LLC
                                TRIUMPH OUTDOOR HOLDINGS, LLC

                                By:  Lamar Central Outdoor, Inc., its
                                     Managing Member

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

                                LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                By:  Lamar Advantage GP Company, LLC, its
                                     General Partner
                                By:  Lamar Central Outdoor, Inc., its
                                     Managing Member

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

                                 LAMAR T.T.R., L.L.C.

                                 By:  Lamar Advertising of Youngstown, Inc., its
                                      Managing Member

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

                                 TEXAS LOGOS, L.P.

                                 By:  Oklahoma Logos, L.L.C., its
                                      General Partner
                                 By:  Interstate Logos, L.L.C., its
                                      Managing Member

                                       23

                                 By:  Lamar Media Corp., its
                                      Managing Member

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

                                 OUTDOOR MARKETING SYSTEMS, L.L.C.

                                 By:  Outdoor Marketing Systems, Inc., its
                                      Managing Member

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

                                       24

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
several Initial Purchasers

By:  /s/ Richard Gabriel
     ----------------------------------------------
              Authorized Signatory

                                   SCHEDULE 1

                                   GUARANTORS

                                                                      STATE OR OTHER JURISDICTION OF
                                                                INCORPORATION OR ORGANIZATION AS SPECIFIED
                          GUARANTOR                                           IN ITS CHARTER
                                                                          
American Signs, Inc.                                                         Washington
Canadian TODS Limited                                                        Nova Scotia, Canada
Colorado Logos, Inc.                                                         Colorado
Delaware Logos, L.L.C.                                                       Delaware
Florida Logos, Inc.                                                          Florida
Hardin Development Corporation                                               Florida
Kansas Logos, Inc.                                                           Kansas
Kentucky Logos, LLC                                                          Kentucky
Lamar Advertising of Colorado Springs, Inc.                                  Colorado
Lamar Advertising of Kentucky, Inc.                                          Kentucky
Lamar Advertising of Michigan, Inc.                                          Michigan
Lamar Advertising of South Dakota, Inc.                                      South Dakota
Lamar Advertising of Youngstown, Inc.                                        Delaware
Lamar Air, L.L.C.                                                            Louisiana
Lamar Electrical, Inc.                                                       Louisiana
Lamar OCI North Corporation                                                  Delaware
Lamar OCI South Corporation                                                  Mississippi
Lamar Pensacola Transit, Inc.                                                Florida
Lamar Tennessee, L.L.C.                                                      Tennessee
Lamar Texas General Partner, Inc.                                            Louisiana
Lamar Texas Limited Partnership                                              Texas
Michigan Logos, Inc.                                                         Michigan
Minnesota Logos, Inc.                                                        Minnesota
Missouri Logos, LLC                                                          Missouri
Nebraska Logos, Inc.                                                         Nebraska
Nevada Logos, Inc.                                                           Nevada
New Mexico Logos, Inc.                                                       New Mexico
Ohio Logos, Inc.                                                             Ohio
Outdoor Promotions West, LLC                                                 Delaware
Parsons Development Company                                                  Florida
Revolution Outdoor Advertising, Inc.                                         Florida
South Carolina Logos, Inc.                                                   South Carolina
Tennessee Logos, Inc.                                                        Tennessee
Texas Logos, L.P.                                                            Texas
TLC Properties II, Inc.                                                      Texas
TLC Properties, Inc.                                                         Louisiana
TLC Properties, L.L.C.                                                       Louisiana
Transit America Las Vegas, L.L.C.                                            Delaware
Triumph Outdoor Rhode Island, LLC                                            Delaware
Triumph Outdoor Holdings, LLC                                                Delaware

                                                                      STATE OR OTHER JURISDICTION OF
                                                                INCORPORATION OR ORGANIZATION AS SPECIFIED
                          GUARANTOR                                           IN ITS CHARTER
                                                                          
Utah Logos, Inc.                                                             Utah
Virginia Logos, LLC                                                          Virginia
The Lamar Company, L.L.C.                                                    Louisiana
Lamar Advertising of Penn, LLC                                               Delaware
Lamar Advertising of Louisiana, L.L.C.                                       Louisiana
Lamar Florida, Inc.                                                          Florida
Lamar Advan, Inc.                                                            Pennsylvania
Lamar Advertising of Iowa, Inc.                                              Iowa
Lamar T.T.R., L.L.C.                                                         Arizona
Lamar Central Outdoor, Inc.                                                  Delaware
Lamar Advantage GP Company, LLC                                              Delaware
Lamar Advantage LP Company, LLC                                              Delaware
Lamar Advantage Outdoor Company, L.P.                                        Delaware
Lamar Advantage Holding Company                                              Delaware
Lamar Oklahoma Holding Company, Inc.                                         Oklahoma
Lamar Advertising of Oklahoma, Inc.                                          Oklahoma
Lamar Benches, Inc.                                                          Oklahoma
Lamar I-40 West, Inc.                                                        Oklahoma
Georgia Logos, L.L.C.                                                        Georgia
Mississippi Logos, L.L.C.                                                    Mississippi
New Jersey Logos, L.L.C.                                                     New Jersey
Oklahoma Logos, L.L.C.                                                       Oklahoma
Interstate Logos, L.L.C.                                                     Louisiana
LC Billboard L.L.C.                                                          Delaware
Lamar Ohio Outdoor Holding Corp.                                             Ohio
Outdoor Marketing Systems, Inc.                                              Pennsylvania
Outdoor Marketing Systems, LLC                                               Pennsylvania
Lamar Advertising Southwest, Inc.                                            Nevada
Lamar Transit Advertising of New Orleans, LLC                                Delaware
Lamar DOA Tennessee Holdings, Inc.                                           Delaware
Lamar DOA Tennessee, Inc.                                                    Delaware
Maine Logos, L.L.C.                                                          Maine
Trans West Outdoor Advertising, Inc.                                         California
Washington Logos, L.L.C.                                                     Washington
Lamar Pinnacle Acquisition Co.                                               Georgia

                                       27