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):
                                  JUNE 10, 2003

                            LAMAR ADVERTISING COMPANY
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                          (State or other jurisdiction
                                of incorporation)

                                     0-30242
                                (Commission File
                                     Number)

                                   72-1449411
                                  (IRS Employer
                               Identification No.)

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

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

ITEM 5. OTHER

      In order to furnish certain exhibits for incorporation by reference into
the Registration Statement on Form S-3 of Lamar Advertising Company previously
filed with Securities and Exchange Commission (File No. 333-48288), which
Registration Statement was declared effective by the Commission on November 2,
2000, Lamar Advertising Company is filing the following documents herewith: (i)
an Underwriting Agreement dated June 10, 2003 among Lamar Advertising Company,
J. P., Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as Exhibit
1.4 to such Registration Statement, (ii) an opinion of Palmer & Dodge LLP,
counsel to Lamar Advertising Company, regarding the validity of certain
convertible notes to be sold by Lamar Advertising Company pursuant to such
Underwriting Agreement and shares of Lamar Advertising Company's Class A Common
Stock, $.001 par value per share issuable upon conversion of such notes as
Exhibit 5.4 to such Registration Statement; (iii) an opinion of Cahill Gordon &
Reindel LLP, counsel to the Underwriters, regarding the validity of the
convertible notes to be sold by Lamar Advertising Company pursuant to such
Underwriting Agreement as Exhibit 5.5 to such Registration Statement; (iv) a
Form of Indenture to be dated June 16, 2003 between Lamar Advertising Company
and Wachovia Bank of Delaware, National Association, as Trustee as Exhibit 4.7
to the Registration Statement; (v) a Form of First Supplemental Indenture to be
dated June 16, 2003 between Lamar Advertising Company and Wachovia Bank of
Delaware, National Association, as Trustee as Exhibit 4.8 to such Registration
Statement; and (vi) a Statement of Eligibility of Trustee on Form T-1 by
Wachovia Bank of Delaware, National Association as Exhibit 25.2 to such
Registration Statement.

     Lamar filed on June 11, 2003 a supplement to the prospectus, dated November
2, 2000, relating to the issuance and sale of up to $287,500,000 million of
2 7/8% Convertible Notes due 2010 (the "Prospectus Supplement"), with the
Commission. The above-referenced exhibits are being filed in connection with the
filing of the Prospectus Supplement.

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

      (c)   Exhibits.

            1.4   Underwriting Agreement dated June 10, 2003 among Lamar
                  Advertising Company, J. P., Morgan Securities Inc. and Morgan
                  Stanley & Co. Incorporated. Filed herewith.

            4.7   Form of Indenture to be dated June 16, 2003 between Lamar
                  Advertising Company and Wachovia Bank of Delaware, National
                  Association, as Trustee. Filed herewith.

            4.8   Form of First Supplemental Indenture dated June 16, 2003
                  between Lamar Advertising Company and Wachovia Bank of
                  Delaware, National Association, as Trustee. Filed herewith.

            5.4   Opinion of Palmer & Dodge LLP. Filed herewith.

            5.5   Opinion of Cahill Gordon & Reindel LLP. Filed herewith.

            23.10 Consent of Palmer & Dodge LLP (included as part of their
                  opinion filed herewith).

            23.11 Consent of Cahill Gordon & Reindel LLP (included as part of
                  their opinion filed herewith).

            25.2  Statement of Eligibility of Trustee on Form T-1 by Wachovia
                  Bank of Delaware, National Association. 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:    June 13, 2003                 LAMAR ADVERTISING COMPANY

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

                                       3

                                  EXHIBIT INDEX

EXHIBIT NO.                     DESCRIPTION
- -----------                     ------------

1.4                             Underwriting Agreement dated June 10, 2003 among Lamar Advertising Company, J. P.,
                                Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.  Filed herewith.

4.2                             Form of Indenture dated June 16, 2003 between Lamar Advertising Company and Wachovia
                                Bank of Delaware, National Association, as Trustee.  Filed herewith.

4.3                             Form of First Supplemental Indenture to be dated June 16, 2003 between Lamar
                                Advertising Company and Wachovia Bank of Delaware, National Association, as
                                Trustee.  Filed herewith.

5.4                             Opinion of Palmer & Dodge LLP.  Filed herewith.

5.5                             Opinion of Cahill Gordon & Reindel LLP.  Filed herewith.

23.10                           Consent of Palmer & Dodge LLP (included as part of their opinion filed herewith).

23.11                           Consent of Cahill Gordon & Reindel LLP (included as part of their opinion filed
                                herewith).

25.2                            Statement of Eligibility of Trustee on Form T-1 by Wachovia Bank of Delaware,
                                National Association.  Filed herewith.

                                       4

                                                                     Exhibit 1.4

                     $250,000,000 aggregate principal amount

                            LAMAR ADVERTISING COMPANY

                            2 7/8% Convertible Notes

                                    due 2010

                             Underwriting Agreement

                                                                   June 10, 2003

J.P. MORGAN SECURITIES INC.
277 Park Avenue
New York, New York 10172

MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, NY  10036

As Representatives of the several Underwriters listed in Schedule 1 hereto

Ladies and Gentlemen:

      Lamar Advertising Company, a Delaware corporation (the "Company"),
proposes to issue and sell to the several underwriters listed in Schedule 1
hereto (the "Underwriters"), for whom you are acting as representatives (the
"Representatives"), $250,000,000 aggregate principal amount of its 2 7/8%
Convertible Notes due 2010, (the "Firm Securities") to be issued pursuant to the
provisions of an indenture to be dated as of June 16, 2003 between the Company
and Wachovia Bank of Delaware, National Association, as trustee (the "Trustee")
and a supplemental indenture to be dated June 16, 2003 (collectively, the
"Indenture"), and, at the option of the Underwriters, up to an additional
$37,500,000 aggregate principal amount of its 2 7/8% Convertible Notes due 2010
(the "Additional Securities"). The Firm Securities and, if and to the extent
that such option is exercised, the Additional Securities, are herein
collectively referred to as the "Securities." The Securities will be convertible
into shares (the "Underlying Securities") of the Company's Class A common stock,
par value $0.001 per share (the "Common Stock").

      The Company hereby confirms its agreement with the several Underwriters
concerning the purchase and sale of the Securities, as follows:

                                      -2-

      1.    Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Securities Act"), a registration statement (File No.
333-48288) including a prospectus, relating to the Securities. Such registration
statement, as amended at the time it became effective, including the
information, if any, deemed pursuant to Rule 430A under the Securities Act to be
part of the registration statement at the time of its effectiveness ("Rule 430
Information"), is referred to herein as the "Registration Statement"; and as
used herein, the term "Base Prospectus" means the accompanying base prospectus
dated November 2, 2000 included in such registration statement (and any
amendments thereto), the term "Preliminary Supplemental Prospectus" means any
supplement to the Base Prospectus filed with the Commission pursuant to Rule
424(b) under the Securities Act, the term "Supplemental Prospectus" means the
supplement to the Base Prospectus in the form first used to confirm the sale of
the Securities, the term "Preliminary Prospectus" means the Base Prospectus as
supplemented by any Preliminary Supplemental Prospectus and the term
"Prospectus" means the Base Prospectus as supplemented by the Supplemental
Prospectus. Any reference in this Agreement to the Registration Statement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as
of the effective date of the Registration Statement or the date of such
Prospectus, as the case may be, and any reference to "amend," "amendment" or
"supplement" with respect to the Registration Statement or the Prospectus shall
be deemed to refer to and include any documents filed after such date under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") that are deemed to
be incorporated by reference therein. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Registration Statement
and the Prospectus.

      2.    Purchase of the Firm Securities by the Underwriters. (a) The Company
agrees to issue and sell the Firm Securities to the several Underwriters as
provided in this Agreement, and each Underwriter, on the basis of the
representations, warranties and agreements set forth herein and subject to the
conditions set forth herein, agrees, severally and not jointly, to purchase from
the Company the principal amount of Firm Securities set forth opposite such
Underwriter's name in Schedule 1 hereto at a purchase price equal to 97.5% of
the principal amount thereof (the "Purchase Price").

      In addition, the Company agrees to issue and sell the Additional
Securities to the several Underwriters as provided in this Agreement, and the
Underwriters, on the basis of the representations, warranties and agreements set
forth herein and subject to the conditions set forth herein, shall have the
option to purchase, severally and not jointly, from the Company the Additional
Securities at the Purchase Price.

      If any Additional Securities are to be purchased, the amount of Additional
Securities to be purchased by each Underwriter shall be the amount of Additional
Securities that bears the same ratio to the principal amount of Additional
Securities being purchased as the principal amount of Firm Securities set forth
opposite the name of such Underwriter in Schedule 1 hereto

                                      -3-

(or such amount increased as set forth in Section 9 hereof) bears to the
aggregate principal amount of Firm Securities being purchased from the Company
by the several Underwriters, subject, however, to such adjustments to eliminate
any fractional amount as the Representatives in their sole discretion shall
make.

      The Underwriters may exercise the option to purchase the Additional
Securities at any time in whole, or from time to time in part, on or before the
thirtieth day following the date of this Agreement, by written notice from the
Representatives to the Company. Such notice shall set forth the aggregate amount
of Additional Securities as to which the option is being exercised and the date
and time when the Additional Securities are to be delivered and paid for, which
may be the same date and time as the Closing Date (as hereinafter defined) but
shall not be earlier than the Closing Date nor later than the tenth full
business day (as hereinafter defined) after the date of such notice (unless such
time and date are postponed in accordance with the provisions of Section 9
hereof). Any such notice shall be given at least two business days prior to the
date and time of delivery specified therein.

      (b)   The Company understands that the Underwriters intend to make a
public offering of the Securities as soon after the effectiveness of this
Agreement as in the judgment of the Representatives is advisable, and initially
to offer the Securities on the terms set forth in the Prospectus. The Company
acknowledges and agrees that the Underwriters may offer and sell Securities to
or through any affiliate of an Underwriter and that any such affiliate may offer
and sell Securities purchased by it to or through any Underwriter.

      (c)   Payment for the Securities shall be made by wire transfer in
immediately available funds to the account specified by the Company to the
Representatives in the case of the Firm Securities, at the offices of Cahill
Gordon & Reindel llp at 9:00 A.M., New York City time, on June 16, 2003, or at
such other time or place on the same or such other date, not later than the
fifth business day thereafter, as the Representatives and the Company may agree
upon in writing or, in the case of the Additional Securities, on the date and at
the time and place specified by the Representatives in the written notice of the
Underwriters' election to purchase such Additional Securities. The time and date
of such payment for the Firm Securities is referred to herein as the "Closing
Date" and the time and date for such payment for the Additional Securities, if
other than the Closing Date, is referred to herein as the "Additional Closing
Date."

      Payment for the Securities to be purchased on the Closing Date or the
Additional Closing Date, as the case may be, shall be made against delivery to
the Representatives for the respective accounts of the several Underwriters of
the Securities to be purchased on such date. Upon delivery, the Securities shall
be in global form registered in such names and in such denominations as the
Representatives shall request in writing not later than two full business days
prior to the Closing Date, or the Additional Closing Date, as the case may be,
with any transfer taxes payable in connection with the sale of the Securities
duly paid by the Company. The global certificates for the Securities will be
made available for inspection by the Representatives in New York,

                                      -4-

New York not later than 1:00 P.M., New York City time, on the business day prior
to the Closing Date or the Additional Closing Date, as the case may be.

      3.    Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter on and as of the date hereof and the
Closing Date (as defined in Section 2) that:

      (a)   Registration Statement and Prospectus. The Registration Statement
has been declared effective by the Commission. No order suspending the
effectiveness of the Registration Statement has been issued by the Commission
and no proceeding for that purpose has been initiated or threatened by the
Commission; as of the applicable effective date of the Registration Statement
and any amendment thereto, the Registration Statement complied and will comply
in all material respects with the Securities Act, and did not and 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 not misleading; the Base Prospectus, at the time of filing thereof,
complied in all material respects with the Securities Act and did 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; and as of the applicable filing date of the Supplemental Prospectus
and any amendment or supplement thereto and as of the Closing Date and as of the
Additional Closing Date, as the case may be, the Prospectus 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 and warranty with respect to
any statements or omissions made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use in the Prospectus
and any amendment or supplement thereto.

      (b)   Incorporated Documents. The documents incorporated by reference in
the Prospectus, when they were filed with the Commission, conformed in all
material respects to the requirements of the Securities Act or the Securities
Exchange Act of 1934, as amended, and the rules and regulation of the Commission
thereunder (collectively, the "Exchange Act"), as applicable, and none of such
documents contained any 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; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material respects
to the requirements of the Securities Act or the Exchange Act, as applicable,
and will not contain any untrue statement of a material fact or omit 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.

                                      -5-

      (c)   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 Registration Statement and Prospectus,
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 its Subsidiaries (as hereinafter defined), taken
as a whole (a "Material Adverse Effect").

      (d)   Each of the Company's consolidated subsidiaries (collectively, the
"Subsidiaries") is listed in Annex A hereto. 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 Registration Statement and Prospectus, 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 Registration Statement and Prospectus, 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 March 7, 2003, 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, as administrative agent, as described in the
Registration Statement and Prospectus.

      (e)   The Company has an authorized capitalization as set forth in the
Registration Statement and Prospectus 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.

      (f)   The Company has full right, power and authority to execute and
deliver this Agreement, the Indenture, the Supplemental Indenture, the
Securities and the Underlying Securities (collectively, the "Transaction
Documents") and to perform its obligations hereunder and thereunder; and all
corporate action required to be taken for the due and proper authorization,

                                      -6-

execution and delivery of each of the Transaction Documents and the consummation
of the transactions contemplated hereby and thereby has been duly and validly
taken.

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

      (h)   The Indenture, as supplemented by the Supplemental Indenture, has
been duly authorized by the Company 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 the Company enforceable against the
Company 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, as supplemented by the Supplemental 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.

      (i)   The Securities have been duly authorized by the Company and, when
duly executed, authenticated, issued and delivered as provided in the Indenture,
as supplemented by the Supplemental 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, 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).

      (j)   Shares of the Company's capital stock outstanding prior to issuance
of the Securities have been duly authorized and are validly issued, fully paid
and nonassessable and will conform to the description thereof in the Prospectus;
and the issuance of the Securities is not subject to any preemptive or similar
rights.

      (k)   The Underlying Securities issuable upon conversion of the Securities
have been duly authorized and reserved and, when issued upon conversion of the
Securities in accordance with the terms of the Securities, will be validly
issued, fully paid and nonassessable, and the issuance of the Underlying
Securities will not be subject to any preemptive or similar rights.

      (l)   Each Transaction Document conforms in all material respects to the
description thereof contained in the Registration Statement and Prospectus.

      (m)   None of the issuance or sale of the Securities, the execution,
delivery or performance of the Transaction Documents by the Company or the
consummation by the Company 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

                                      -7-

governmental body, agency or official (except such as may be required under the
Securities Act and applicable state securities laws 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 its 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 its 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 its 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 its
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.

         (n) KPMG LLP, who have certified certain of the financial statements of
the Company included in or incorporated by reference into the Registration
Statement and Prospectus (and any amendment or supplement thereto) are
independent public accountants with regard to the Company.

         (o) The historical financial statements, together with related
schedules and notes, included in or incorporated by reference into the
Registration Statement and Prospectus (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 Registration Statement and Prospectus 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 or incorporated by reference into the Registration
Statement and Prospectus (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.

         (p) There are no legal or governmental proceedings pending or, to the
Company's knowledge, 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 Registration Statement and Prospectus 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 Registration Statement and Prospectus and as to which an
adverse determination is not remote, would not, if

                                      -8-

determined adversely to the Company or any of the Subsidiaries, individually or
in the aggregate, result in a Material Adverse Effect.

         (q) 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 suspends the issuance or sale
of the Securities 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 use of the Registration
Statement and Prospectus in any jurisdiction; no action, suit or proceeding is
pending against or, to the knowledge of the Company, 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 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 the Company has complied with any and all requests
by any securities authority in any jurisdiction for additional information to be
included in the Registration Statement and Prospectus.

         (r) 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.

         (s) 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.

         (t) 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 Registration Statement and Pro-

                                      -9-

spectus, subject to such qualifications as may be set forth in the Registration
Statement and Prospectus 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 Registration Statement and Prospectus; and, except as
described in the Registration Statement and Prospectus, none of such permits
contains any restriction that is materially burdensome to the Company or any of
the Subsidiaries.

         (u) 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.

         (v) The Company is 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
Registration Statement and Prospectus under the caption "Use of proceeds" will
not be, an "investment company" within the meaning of the Investment Company Act
of 1940, as amended.

         (w) 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.

         (x) Except as described in the Registration Statement and Prospectus,
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.

         (y) 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 Registration Statement and Prospectus as being owned by them or
any of them or necessary for the conduct of their respective businesses and the
Company is not 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.

                                      -10-

         (z) Each of the Company and the Subsidiaries has good and marketable
title to all property (real and personal) described in the Registration
Statement and Prospectus as being owned by it, free and clear of all liens,
claims, security interests or other encumbrances except such as are described in
the Registration Statement and Prospectus 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 Registration Statement
and Prospectus 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.

         (aa) 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.

         (bb) 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.

         (cc) Neither the Company nor any of the Subsidiaries nor, to the
Company's knowledge, 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

                                      -11-

from corporate funds, (iii) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977 or (iv) made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment.

         (dd) The Company is not, and will not be, after giving effect to the
issuance of the Securities and the execution, delivery and performance of this
Agreement, the Indenture and the Supplemental Indenture 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.

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

         (ff) 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 Underwriters for a brokerage commission,
finder's fee or like payment in connection with the offering and sale of the
Securities.

         (gg) 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 Registration Statement and
Prospectus.

         (hh) The Company has 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.

         (ii) 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 Registration Statement and
Prospectus has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.

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

         (kk) Except as disclosed in the Registration Statement and Prospectus,
subsequent to the respective dates as of which such information is given in the
Registration Statement and Prospectus, 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 in-

                                      -12-

volving, 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.

         (ll) 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 Registration Statement and Prospectus is not based on or derived from
sources that are reliable and accurate in all material respects.

         4. Further Agreements of the Company. The Company covenants and agrees
with each Underwriter that:

         (a) Effectiveness of the Registration Statement. The Company will file
the Supplemental Prospectus with the Commission within the time periods
specified by Rule 424(b) under the Securities Act and to file promptly all
reports and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of the Prospectus and for so long as
the delivery of a prospectus is required in connection with the offering or sale
of the Securities and the Company will furnish copies of the supplemental
Prospectus to the Underwriters in New York City prior to 10:00 A.M., New York
City time, on the business day next succeeding the date of this Agreement in
such quantities as the Representatives may reasonably request.

         (b) Delivery of Copies. The Company will deliver upon request without
charge, (i) to the Representatives, five signed copies of the Registration
Statement as originally filed and each amendment thereto, in each case including
all exhibits and consents filed therewith and documents incorporated by
reference therein; and (ii) to each Underwriter (A) a conformed copy of the
Registration Statement as originally filed and each amendment thereto (without
exhibits) and (B) during the Prospectus Delivery Period, as many copies of the
Prospectus (including all amendments and supplements thereto and documents
incorporated by reference therein) as the Representatives may reasonably
request. As used herein, the term "Prospectus Delivery Period" means such period
of time after the first date of the public offering of the Securities as in the
opinion of counsel for the Underwriters a prospectus relating to the Securities
is required by law to be delivered in connection with sales of the Securities by
any Underwriter or dealer.

         (c) Amendments or Supplements. Before filing any amendment or
supplement to the Registration Statement or the Prospectus, the Company will
furnish to the Representatives and counsel for the Underwriters a copy of the
proposed amendment or supplement for review and will not file any such proposed
amendment or supplement to which the Representatives reasonably object.

         (d) Notice to the Representatives. The Company will advise the
Representatives promptly, and confirm such advice in writing, (i) when any
amendment to the Registration Statement has been filed or becomes effective;
(ii) when any supplement to the Prospectus or any amendment to the Prospectus
has been filed; (iii) of any request by the Commission for any

                                      -13-

amendment to the Registration Statement or any amendment or supplement to the
Prospectus or the receipt of any comments from the Commission relating to the
Registration Statement or any other request by the Commission for any additional
information; (iv) of the issuance by the Commission of any order suspending the
effectiveness of the Registration Statement or preventing or suspending the use
of any Preliminary Prospectus or the Prospectus or the initiation or threatening
of any proceeding for that purpose; (v) of the occurrence of any event within
the Prospectus Delivery Period as a result of which the Prospectus as then
amended or supplemented would include any 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 when the Prospectus is delivered to a
purchaser, not misleading; and (vi) of the receipt by the Company of any notice
with respect to any suspension of the qualification of the Securities for offer
and sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; and the Company will use its best efforts to prevent the
issuance of any such order suspending the effectiveness of the Registration
Statement, preventing or suspending the use of any Preliminary Prospectus or the
Prospectus or suspending any such qualification of the Securities and, if any
such order is issued, will obtain as soon as possible the withdrawal thereof.

         (e) Ongoing Compliance of the Prospectus. If during the Prospectus
Delivery Period (i) any event shall occur or condition shall exist as a result
of which the Prospectus as then amended or supplemented would include an 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 existing when the Prospectus is delivered to a
purchaser, not misleading or (ii) it is necessary to amend or supplement the
Prospectus to comply with law, the Company will immediately notify the
Underwriters thereof and forthwith prepare and, subject to paragraph (c) above,
file with the Commission and furnish to the Underwriters and to such dealers as
the Representatives may designate such amendments or supplements to the
Prospectus as may be necessary so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances existing
when the Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus will comply with law.

         (f) Blue Sky Compliance. The Company will qualify the Securities for
offer and sale under the securities or Blue Sky laws of such jurisdictions as
the Representatives shall reasonably request and will continue such
qualifications in effect so long as required for distribution of the Securities;
provided, however, that the Company shall not 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 otherwise so
subject.

         (g) Earning Statement. The Company will make generally available to its
security holders and the Representatives as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act.

                                      -14-

         (h) Clear Market. For a period of 90 days after the date of the date of
this Agreement, the Company will not (i) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of, directly or indirectly, any shares
of common stock or any securities convertible into or exercisable or
exchangeable for common stock or (ii) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of
ownership of the common stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of common stock or such other
securities, in cash or otherwise, without the prior written consent of J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, other than (1) the
Securities to be sold hereunder, (2) the issuance of shares of Underlying
Securities upon conversion of the Securities, (3) the issuance of shares of the
Company's common stock upon the exercise of options, warrants or other rights
exercisable for or the conversion of securities convertible into shares of the
Company's common stock outstanding as of the date of the Supplemental Prospectus
set forth on Schedule 2 hereto, (4) (x) the issuance of or the agreement to
issue up to $10 million aggregate market value in any one transaction and (y)
the issuances of or the agreements to issue an aggregate of $20 million
aggregate market value for all transactions, in each case of shares of Class A
Common Stock registered but not yet issued, under the Company's Registration
Statement on Form S-4 (333-48266) during the period commencing 30 days after the
date of this Agreement and terminating 90 days after the date of this Agreement,
(5) any shares issued pursuant to the Company's 2000 Employee Stock Purchase
Plan and (6) any shares of common stock of the Company issued upon the exercise
of options granted pursuant to the Company's 1996 Equity Incentive Plan or any
substitute plan. For the avoidance of doubt, "common stock" shall refer to the
Company's Class A Common Stock and Class B Common Stock.

         (i) Use of Proceeds. The Company will apply the net proceeds from the
sale of the Securities as described in the Prospectus under the heading "Use of
Proceeds".

         (j) No Stabilization. The Company will not take, directly or
indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Company's
common stock to facilitate the sale of the Securities.

         (k) Exchange Listing. The Company will use its best efforts to list for
quotation the Underlying Securities on the National Association of Securities
Dealers Automated Quotations National Market (the "Nasdaq National Market"), if
required by applicable rules.

         (l) Reports. So long as the Securities are outstanding, the Company
will furnish to the Representatives, as soon as they are available, copies of
all reports or other communications (financial or other) furnished to holders of
the Securities, and copies of any reports and financial statements furnished to
or filed with the Commission or any national securities exchange or automatic
quotation system.

         5. Conditions of Underwriters' Obligations. The obligation of each
Underwriter to purchase the Firm Securities on the Closing Date or the
Additional Shares on the Additional

                                      -15-

Closing Date, as the case may be, as provided herein is subject to the
performance by the Company of its covenants and other obligations hereunder and
to the following additional conditions:

         (a) Registration Compliance; No Stop Order. No order suspending the
effectiveness of the Registration Statement shall be in effect, and no
proceeding for such purpose shall be pending before or threatened by the
Commission; the Prospectus shall have been timely filed with the Commission
under the Securities Act and in accordance with Section 4(a) hereof; and all
requests by the Commission for additional information shall have been complied
with to the reasonable satisfaction of the Representatives.

         (b) Representations and Warranties. The representations and warranties
of the Company contained herein shall be true and correct on the date hereof and
on and as of the Closing Date or the Additional Closing Date, as the case may
be; and the statements of the Company and its officers made in any certificates
delivered pursuant to this Agreement shall be true and correct on and as of the
Closing Date or the Additional Closing Date, as the case may be.

         (c) No Downgrade. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the rating accorded any
securities or preferred stock of or guaranteed by the Company or any of its
subsidiaries 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 any securities or preferred stock of or guaranteed by the Company
or any of its subsidiaries (other than an announcement with positive
implications of a possible upgrading).

         (d) No Material Adverse Change. Subsequent to the execution and
delivery of this Agreement or, if earlier, the dates as of which information is
given in the Prospectus (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 judgment of the
Representatives, so material and adverse as to make 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 Prospectus
(exclusive of any amendment or supplement thereto).

     (e) Officer's Certificate. The Representatives shall have received on and
as of the Closing Date or the Additional Closing Date, as the case may be, a
certificate of the chief financial officer or chief accounting officer of the
Company and one additional senior executive officer of the Company who is
satisfactory to the Representatives (i) confirming that such officers have
carefully reviewed the Registration Statement and the Prospectus and, to the
best knowledge of such officers, the representation set forth in Sections 3(a)
and 3(b) hereof is true and correct, (ii) confirming that the other
representations and warranties of the Company in this Agreement are true and
correct and that the Company has complied with all agreements and satisfied all

                                      -16-

conditions on its part to be performed or satisfied hereunder at or prior to
such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and
(d) above.

         (f) Comfort Letters. The Company shall have furnished to the
Underwriters a letter (the "Initial Letter") from KPMG LLP, addressed to the
Underwriters and dated the date hereof, in form and substance satisfactory to
the Underwriters. The Company shall also have furnished to the Underwriters a
letter (the "Bring-Down Letter") from KPMG LLP, addressed to the Underwriters
and dated the Closing Date or the Additional Closing Date, as the case may be,
(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 Registration
Statement and Prospectus, 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.

         (g) Opinion of Counsel to the Company.

                  (i) Palmer & Dodge LLP shall have furnished to the
         Underwriters their written opinion, as counsel to the Company,
         addressed to the Underwriters and dated the Closing Date or the
         Additional Closing Date, as the case may be, in form and substance
         reasonably satisfactory to the Initial Purchasers, substantially to the
         effect set forth in Annex B hereto.

                  (ii) Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman,
         L.L.P. shall have furnished to the Underwriters their written opinion,
         as counsel to the Company, addressed to the Underwriters and dated the
         Closing Date or the Additional Closing Date, as the case may be, in
         form and substance reasonably satisfactory to the Underwriters,
         substantially to the effect set forth in Annex C hereto.

                  (iii) James R. McIlwain, Esq. shall have furnished to the
         Underwriters his written opinion, as general counsel to the Company,
         addressed to the Underwriters and dated the Closing Date or the
         Additional Closing Date, as the case may be, in form and substance
         reasonably satisfactory to the Underwriters, substantially to the
         effect set forth in Annex D hereto.

         (h) Opinion of Counsel for the Underwriters. The Representatives shall
have received on and as of the Closing Date or the Additional Closing Date, as
the case may be, an opinion of Cahill Gordon & Reindel LLP, counsel for the
Underwriters, with respect to such matters as the Representatives may reasonably
request, and such counsel shall have received such documents and information as
they may reasonably request to enable them to pass upon such matters.

                                      -17-

         (i) No Legal Impediment to Issuance. No action shall have been taken
and no statute, rule, regulation or order shall have been enacted, adopted or
issued by any federal, state or foreign governmental or regulatory authority
that would, as of the Closing Date or the Additional Closing Date, as the case
may be, prevent the issuance or sale of the Securities or the Underlying
Securities; and no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the Closing Date or the Additional
Closing Date, as the case may be, prevent the issuance or sale of the
Securities.

         (j) Good Standing. The Representatives shall have received on and as of
the Closing Date or the Additional Closing Date, as the case may be,
satisfactory evidence of the good standing of the Company and its subsidiaries
in their respective jurisdictions of organization and their good standing as
foreign entities in such other jurisdictions as the Representatives may
reasonably request, in each case in writing or any standard form of
telecommunication from the appropriate governmental authorities of such
jurisdictions.

         (k) Lock-up Agreements. The "lock-up" agreements, each substantially in
the form of Annex E hereto, between you and certain shareholders, officers and
directors of the Company relating to sales and certain other dispositions of
shares of common stock or certain other securities, delivered to you on or
before the date hereof, shall be full force and effect on the Closing Date or
Additional Closing Date, as the case may be.

         (l) Additional Documents. On or prior to the Closing Date or the
Additional Closing Date, as the case may be, the Company shall have furnished to
the Representatives such further certificates and documents as the
Representatives may reasonably request.

         All opinions, letters, certificates and evidence 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 Underwriters.

         6. Indemnification and Contribution.

         (a) Indemnification of the Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its affiliates, directors and
officers and each person, if any, who controls such Underwriter 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
Registration Statement or the Prospectus (or any amendment or supplement
thereto) or caused by 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 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 re-

                                      -18-

lating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in subsection (b)
below.

         (b) Indemnification of the Company. Each Underwriter agrees, severally
and not jointly, to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and each person, if any, who
controls the Company 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 Underwriter furnished to the
Company in writing by such Underwriter through the Representatives expressly for
use in the Registration Statement and the Prospectus (or any amendment or
supplement thereto), it being understood and agreed upon that the only such
information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the third, sixth,
eighth and tenth paragraphs in each case under the heading "Underwriting" in the
Prospectus.

         (c) Notice and Procedures. 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 6 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 6. 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 6 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 in-

                                      -19-

terests 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 paid or reimbursed as they are incurred. Any
such separate firm for any Underwriter, its affiliates, directors and officers
and any control persons of such Underwriter shall be designated in writing by
J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and any such
separate firm for the Company, its directors, its officers who signed the
Registration Statement and any control persons of the Company 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) Contribution. 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 on the one hand and the Underwriters 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 Company on the one hand and the Underwriters
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 Company on the
one hand and the Underwriters 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 the total underwriting
discounts and commissions received by the Underwriters in connection therewith,
in each case as set forth in the table on the cover of the Prospectus, bear to
the

                                      -20-

aggregate offering price of the Securities. The relative fault of the Company on
the one hand and the Underwriters 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 by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         (e) Limitation on Liability. The Company and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section
6 were determined by pro rata allocation (even if the Underwriters 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 6, in no event
shall an Underwriter be required to contribute any amount in excess of the
amount by which the total underwriting discounts and commissions received by
such Underwriter with respect to the offering of the Securities exceed the
amount of any damages that such Underwriter 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
Underwriters' obligations to contribute pursuant to this Section 6 are several
in proportion to their respective purchase obligations hereunder and not joint.

         (f) Non-Exclusive Remedies. The remedies provided for in this Section 6
are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any Indemnified Person at law or in equity.

         7. Effectiveness of Agreement. This Agreement shall become effective
upon the later of the execution and delivery hereof by the parties hereto.

         8. Termination. This Agreement may be terminated in the absolute
discretion of the Representatives, by notice to the Company, if after the
execution and delivery of this Agreement and prior to the Closing Date or, in
the case of the Additional Securities, prior to the Additional Closing Date (i)
trading generally shall have been suspended or materially limited on or by any
of the New York Stock Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the
Chicago Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any
securities issued or guaranteed by the Company 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; (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

                                      -21-

United States, that, in the judgment of the Representatives, is material and
adverse and makes it impracticable or inadvisable to proceed with the offering,
sale or delivery of the Securities on the Closing Date or the Additional Closing
Date, as the case may be, on the terms and in the manner contemplated by this
Agreement and the Prospectus; or (v) a material disruption in securities
settlement, payment or clearance services in the United shall have occurred.

         9. Defaulting Underwriter. (a) If, on the Closing Date or the
Additional Closing Date, as the case may be, any Underwriter defaults on its
obligation to purchase the Securities that it has agreed to purchase hereunder
on such date, the non-defaulting Underwriters may in their discretion arrange
for the purchase of such Securities by other persons satisfactory to the Company
on the terms contained in this Agreement. If, within 36 hours after any such
default by any Underwriter, the non-defaulting Underwriters do not arrange for
the purchase of such Securities, then the Company shall be entitled to a further
period of 36 hours within which to procure other persons satisfactory to the
non-defaulting Underwriters to purchase such Securities on such terms. If other
persons become obligated or agree to purchase the Securities of a defaulting
Underwriter, either the non-defaulting Underwriters or the Company may postpone
the Closing Date or the Additional Closing Date, as the case may be, for up to
five full business days in order to effect any changes that in the opinion of
counsel for the Company or counsel for the Underwriters may be necessary in the
Registration Statement and the Prospectus or in any other document or
arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Registration Statement and the Prospectus that effects any
such changes. As used in this Agreement, the term "Underwriter" includes, for
all purposes of this Agreement unless the context otherwise requires, any person
not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases
Securities that a defaulting Underwriter agreed but failed to purchase.

         (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate
number of Securities that remain unpurchased on the Closing Date or the
Additional Closing Date, as the case may be, does not exceed one-eleventh of the
aggregate amount of Securities to be purchased on such date, then the Company
shall have the right to require each non-defaulting Underwriter to purchase the
amount of Securities that such Underwriter agreed to purchase hereunder on such
date plus such Underwriter's pro rata share (based on the amount of Securities
that such Underwriter agreed to purchase on such date) of the Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made.

         (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate
amount of Securities that remain unpurchased on the Closing Date or the
Additional Closing Date, as the case may be, exceeds one-eleventh of the
aggregate amount of Securities to be purchased on such date, or if the Company
shall not exercise the right described in paragraph (b) above, then this
Agreement or, with respect to any Additional Closing Date, the obligation of the
Underwriters to purchase Securities on the Additional

                                      -22-

Closing Date, as the case may be, shall terminate without liability on the part
of the non-defaulting Underwriters. Any termination of this Agreement pursuant
to this Section 9 shall be without liability on the part of the Company, except
that the Company will continue to be liable for the payment of expenses as set
forth in Section 10 hereof and except that the provisions of Section 6 hereof
shall not terminate and shall remain in effect.

         (d) Nothing contained herein shall relieve a defaulting Underwriter of
any liability it may have to the Company or any non-defaulting Underwriter for
damages caused by its default.

         10. Payment of Expenses. (a) Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement is terminated,
the Company will pay or cause to be paid all costs and expenses incident to the
performance of its obligations hereunder, including without limitation, (i) the
costs incident to the authorization, issuance, sale, preparation and delivery of
the Securities and any taxes payable in that connection; (ii) the costs incident
to the preparation, printing and filing under the Securities Act of the
Prospectus (including all exhibits, amendments and supplements thereto) and the
distribution thereof; (iii) the costs of reproducing and distributing each of
the Transaction Documents; (iv) the fees and expenses of the Company's counsel
and independent accountants; (v) the fees and expenses incurred in connection
with the registration or qualification and determination of eligibility for
investment of the Securities under the laws of such jurisdictions as the
Representatives may designate and the preparation, printing and distribution of
a Blue Sky Memorandum (including the related fees and expenses of counsel for
the Underwriters); (vi) the costs and charges of any transfer agent and any
registrar; (vii) all expenses and application fees incurred in connection with
any filing with, and clearance of the offering by, the National Association of
Securities Dealers, Inc.

         (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the
Company for any reason fails to tender the Securities for delivery to the
Underwriters or (iii) the Underwriters decline to purchase the Securities for
any reason permitted under this Agreement, the Company agrees to reimburse the
Underwriters for all out-of-pocket costs and expenses (including the fees and
expenses of their counsel) reasonably incurred by the Underwriters in connection
with this Agreement and the offering contemplated hereby.

         11. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and any controlling persons
referred to in Section 6 hereof. Nothing in this Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
No purchaser of Securities from any Underwriter shall be deemed to be a
successor merely by reason of such purchase.

         12. Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company and the Underwriters
contained in this Agreement or made by or on behalf of the Company or the
Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Securities

                                      -23-

and shall remain in full force and effect, regardless of any termination of this
Agreement or any investigation made by or on behalf of the Company or the
Underwriters.

         13. Certain Defined Terms. For purposes of this Agreement, (a) except
where otherwise expressly provided, the term "affiliate" has the meaning set
forth in Rule 405 under the Securities Act; (b) the term "business day" means
any day other than a day on which banks are permitted or required to be closed
in New York City; (c) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act; and (d) the term "significant subsidiary" has the
meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

         14. Miscellaneous. (a) Authority of the Representatives. Any action by
the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. and
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, and any such
action taken by J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated shall be binding upon the Underwriters.

         (b) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted and
confirmed by any standard form of telecommunication. Notices to the Underwriters
shall be given to the Representatives c/o J.P. Morgan Securities Inc., 277 Park
Avenue, New York, New York 10172 (fax: (212) 622-8358); Attention: Henry K.
Wilson; and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York
10020 (fax: (212) 761-0538); Attention: GCMS Desk. Notices to the Company shall
be given to it at Lamar Advertising Company, 55551 Corporate Blvd., Baton Rouge,
Louisiana 70808 (fax: (225) 928-3400); Attention: James R. McIlwain, Esq.

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

         (d) Counterparts. This Agreement may be signed in counterparts (which
may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute
one and the same instrument.

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

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

         If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.

                                        Very truly yours,

                                        LAMAR ADVERTISING COMPANY

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

                                      -25-

Accepted:  June 10, 2003

For themselves and on behalf of
the several Underwriters listed
in Schedule 1 hereto.

J.P. MORGAN SECURITIES INC.

By:    /s/ J. Andrew Sanford
    ---------------------------
    Name:  J. Andrew Sanford
    Title: Managing Director

MORGAN STANLEY & CO. INCORPORATED

By:    /s/ Trevor R. Burgess
    ---------------------------
    Name:  Trevor R. Burgess
    Title: Vice President

                                                                      Schedule 1

                                                Principal Amount of
Underwriter                                     Firm Securities Purchased
- -----------                                     -------------------------
                                       
J.P. Morgan Securities Inc.                      $ 87,500,000
Morgan Stanley & Co. Incorporated                  87,500,000
Goldman, Sachs & Co.                               37,500,000
Wachovia Securities, LLC                           37,500,000

                                          Total: $250,000,000
                                                 -------------------

                                                                         ANNEX A

                           SUBSIDIARIES OF THE COMPANY

                                             STATE OR OTHER JURISDICTION
                                                 OF INCORPORATION OR
                                             ORGANIZATION AS SPECIFIED IN
SUBSIDIARY                                          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

                                      -2-

                                             STATE OR OTHER JURISDICTION
                                                 OF INCORPORATION OR
                                             ORGANIZATION AS SPECIFIED IN
SUBSIDIARY                                          ITS CHARTER

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
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 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

                                      -3-

                                             STATE OR OTHER JURISDICTION
                                                 OF INCORPORATION OR
                                             ORGANIZATION AS SPECIFIED IN
SUBSIDIARY                                          ITS CHARTER

Washington Logos, L.L.C.                             Washington
Lamar Pinnacle Acquisition Co.                       Georgia
Delite Outdoor Advertising, Inc.                     Delaware
Lamar Delite 2003, Inc.                              Delaware
Stokely Ad Agency, L.L.C.                            Oklahoma
Missouri Logos, a Partnership                        Missouri

                                                                         ANNEX B

               [FORM OF OPINION OF OUTSIDE COUNSEL TO THE COMPANY]

      Palmer & Dodge LLP shall have furnished to the Underwriters their written
opinion, as counsel to the Company, addressed to the Underwriters and dated the
Closing Date or the Additional Closing Date, as the case may be, in form and
substance reasonably satisfactory to the Underwriters, 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 corporate power and
      authority to enter into the this Agreement, the Indenture and the
      Supplemental Indenture and to issue, sell and deliver the Securities and
      the Underlying Securities to the Underwriters as provided therein;

          (ii) the Securities have been duly authorized by the Company, when
      executed and authenticated in accordance with the provisions of the
      Indenture, as supplemented by the Supplemental Indenture, and delivered to
      and paid for by the Underwriters in accordance with the terms of the
      Underwriting Agreement, the Securities will be valid and binding
      obligations of the Company, enforceable in accordance with their terms,
      subject to applicable bankruptcy, insolvency or similar laws affecting
      creditors' rights generally and general principles of equity, and will be
      entitled to the benefits of the Indenture, as supplemented by the
      Supplemental Indenture, pursuant to which such Securities are to be
      issued;

         (iii) the Underlying Securities reserved for issuance upon conversion
      of the Securities have been duly authorized and reserved and, when issued
      upon conversion of the Securities in accordance with the terms of the
      Securities, will be validly issued, fully paid and non-assessable and the
      issuance of the Underlying Securities will not be subject to any
      preemptive or similar rights under the Company's Certificate of
      Incorporation or Bylaws or under the Delaware General Corporation Law.

          (iv)    the Underwriting Agreement has been duly authorized,
      executed and delivered by the Company;

           (v) each of the Indenture and the Supplemental Indenture has been
      duly authorized, and when executed and delivered by the Company, the
      Indenture, as supplemented by the Supplemental Indenture, will be a valid
      and binding agreement of the Company, enforceable in accordance with its
      terms, subject to applicable bankruptcy, insolvency or similar laws
      affecting creditors' rights generally and general principles of equity and
      except as rights to indemnification;

                                      -2-

          (vi) the shares of Class A Common Stock issuable upon conversion of
      the Securities have been duly authorized, and when issued upon conversion
      of the Securities in accordance with the terms of the Indenture and the
      Securities, will be validly issued, fully paid and nonassessable;

         (vii) each of the Underwriting Agreement, the Indenture and the
      Supplemental Indenture is a legal, valid and binding agreement of the
      Company, enforceable against the Company in accordance with its terms;

        (viii)    each Transaction Document conforms in all material
      respects to the descriptions thereof contained in the Prospectus;

          (ix) neither the issuance, sale or delivery of the Securities, nor the
      execution, delivery or performance of the Underwriting Agreement, the
      Indenture, as supplemented by the Supplemental Indenture, or compliance by
      the Company with the provisions of the Underwriting Agreement or the
      Indenture, as supplemented by the Supplemental 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 its 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, 2002 and on
      any 10-Q or 8-K filed on or after January 1, 2003, 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 its 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, its subsidiaries or any of their respective
      properties;

           (x) the statements in the Prospectus under the handling "Material
      United States 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 Company is not, and after giving effect to the offering and
      sale of the Securities and the application of the proceeds thereof as
      described in the Prospectus will not 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
      Registration State-

                                      -3-

      ment and Prospectus 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; and

        (xiii) the documents incorporated by reference in the Prospectus or any
      further amendment or supplement thereto made by the Company prior to the
      Closing Date or the Additional Closing Date, as the case may be, (other
      than the financial statements and related schedules therein, as to which
      such counsel need express no opinion), when they became effective or were
      filed with the Commission, as the case may be, complied as to form in all
      material respects with the requirements of the Securities Act or the
      Exchange Act, as applicable, and the rules and regulations of the
      Commission thereunder; and such counsel has no reason to believe that any
      of such documents, when such documents became effective or were so filed,
      as the case may be contained, in the case of a registration statement
      which became effective under the Securities Act, any untrue statement of
      material fact or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or, in
      the case of other documents which were filed under the Exchange Act with
      the Commission, any untrue statements of a material fact or omitted to
      state a material fact necessary in order to make the statement therein, in
      the light of the circumstances under which they were made when such
      documents were so filed, not misleading.

      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 to the Underwriters
and is in form and substance reasonably satisfactory to the Underwriters and
your counsel, and (3) counsel shall state in their opinion that they believe
that they and the Underwriters are justified in relying thereon.

      For purposes of the opinions in the foregoing clauses (ii), (iii) and
(iv), 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 Prospectus, such counsel has participated in the preparation
of the Prospectus, including review and discussion of the contents thereof, and
nothing has come to the attention of such counsel that has caused it to believe
that the Prospectus, and any amendment or supplement thereto, as of the date
thereof and the Closing

                                      -4-

Date or the Additional Closing Date, as the case may be, 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 Prospectus).

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

                                                                         ANNEX C

      Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P. shall have
furnished to the Underwriters their written opinion, as counsel to the Company
and its subsidiaries, addressed to the Underwriters and dated the Closing Date
or the Additional Closing Date, as the case may be, in form and substance
reasonably satisfactory to the Underwriters, 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 its
      Subsidiaries taken as a whole;

          (ii) each of its 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 Registration Statement and
      Prospectus (and any amendment or supplement thereto); and all the
      outstanding shares of capital stock or other equity interests of each of
      its subsidiaries have been duly authorized and validly issued, are fully
      paid and nonassessable, and are owned by the Company, except as disclosed
      in the Registration Statement and Prospectus, 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 Registration Statement
      and Prospectus; 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; and

          (iv) to the best knowledge of such counsel (A) other than as described
      or contemplated in the Registration Statement and Prospectus (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 its subsidiaries, or any of their property,
      is subject, which would be required to be described in the Registration
      Statement and Prospectus if it were a prospectus included in a
      registration statement on Form S-3 that are not described in the
      Registration Statement and Prospectus (or any amendment or supplement
      thereto) and (B) there are no agree-

                                      -2-

      ments, contracts, indentures, leases or other instruments, that would be
      required to be described in the Registration Statement and Prospectus if
      it were a prospectus included in a registration statement on Form S-3 that
      are not described in the Registration Statement and Prospectus (or any
      amendment or supplement thereto).

      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 Registration Statement and Prospectus, such counsel has
reviewed the Registration Statement and Prospectus, and nothing has come to the
attention of such counsel that has caused it to believe (i) that the
Registration Statement and Prospectus, and any amendment thereto, as of the date
thereof and the Closing Date or the Additional Closing Date, as the case may be,
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 Registration Statement and Prospectus).

      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 Subsidiaries; (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 (v) 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 Underwriters at the request of the
Company and shall so state therein.

                                                                         ANNEX D

               [FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY]

      James R. McIlwain, Esq. shall have furnished to the Underwriters his
written opinion, as general counsel to the Company, addressed to the
Underwriters and dated the Closing Date or the Additional Closing Date, as the
case may be, in form and substance reasonably satisfactory to the Underwriters,
substantially to the effect set forth below:

           (i) the Company and each of its 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 its subsidiaries
      taken as a whole), to own their respective properties and to conduct their
      respective businesses as now being conducted, as described in the
      Prospectus;

          (ii) to the best of his knowledge, other than as described or
      contemplated in the Prospectus (or any amendment or supplement thereto),
      there are no legal or governmental proceedings pending or threatened
      against the Company or any of its subsidiaries, or to which the Company or
      any of its subsidiaries, or any of their property, is subject, which are
      required to be disclosed and are not disclosed;

         (iii) to the best of his knowledge, there are no agreements, contracts,
      indentures, leases or other instruments, which are required to be
      disclosed that are not disclosed;

          (iv) neither the Company nor any of its 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
      Prospectus or (C) is in violation of any law, ordinance, administrative or
      governmental rule or regulation applicable to the Company or any of its
      subsidiaries or of any decree of any court or governmental agency or body
      having jurisdiction over the Company or any of its 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 Prospectus, there are no outstanding
      options, warrants or other rights calling for the issuance of, and such
      counsel does not know of

                                      -2-

      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 Prospectus, 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 Prospectus under the caption "Risk Factors
      - Our operations are significantly impacted by the regulation of outdoor
      advertising by federal, state and local governments" and the Company's
      Form 10-K for the year ended December 31, 2002 under Item 1. "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 Prospectus, 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 Prospectus).

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

                                                                         ANNEX E

                                                                June 6, 2003

J.P. MORGAN SECURITIES INC.
277 Park Avenue
New York, NY  10172

MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, NY 10036

As Representatives of

the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below

        Re: Lamar Advertising Company Offering of Convertible Notes
            --------------------------------------------------------

Ladies and Gentlemen:

      The undersigned understands that you, as Representatives of the several
Underwriters, propose to enter into an Underwriting Agreement (the "Underwriting
Agreement") with Lamar Advertising Company, a Delaware corporation (the
"Company"), providing for the public offering (the "Offering") by the several
underwriters named in Schedule 1 to the Underwriting Agreement (the
"Underwriters") of Convertible Notes of the Company (the "Securities"). The
Convertible Notes will be convertible, at the option of the holder thereof, into
shares of Class A Common Stock, par value $0.001 per share, of the Company
(together with the Company's Class B Common Stock, par value $0.001 per share,
the "Common Stock").

      In consideration of the Underwriters' agreement to purchase and make the
Offering of the Securities, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that,
without the prior written consent of J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated, on behalf of the Underwrit-

                                      -2-
ers, the undersigned will not, during the period ending 90 days after the date
of the prospectus supplement relating to the Offering (the "Prospectus
Supplement"), (1) offer, pledge, announce the intention to sell, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any shares of the Common Stock
or any securities convertible into or exercisable or exchangeable for Common
Stock (including without limitation, Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon exercise of a stock option or warrant) or (2) enter into any swap
or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise. The foregoing sentence
shall not apply to (a) the sale of any Common Stock to the Underwriters pursuant
to the Underwriting Agreement, (b) transactions relating to the shares of Common
Stock or other securities acquired in open market transactions after the
completion of the Offering, (c) bona fide gifts or distributions (including if
the stockholder is a partnership, to its partners) without consideration to
individuals who (i) concurrently deliver to you a letter substantially in the
form of this letter and (ii) as a result of such transfer or distribution, will
not be required to make, or shall not voluntarily make, a filing under Section
16(a) of the Securities Exchange Act of 1934, as amended (other than a filing on
Form 5 made after the expiration of the 90-day period referenced above), (d)
transfers which occur by operation of law, such as the rules of intestate
succession or statutes governing the effects of a merger, provided the
transferee shall be bound by the terms of this letter, or (e) the exercise of
options (including a cashless exercise) or conversion of convertible securities
outstanding as of the date hereof, provided that the shares received upon such
conversion or exercise shall be subject to the terms of this letter. In
addition, the undersigned agrees that, without the prior written consent of J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, on behalf of the
Underwriters, it will not, during the period ending 90 days after the date of
the Prospectus Supplement, make any demand for or exercise any right with
respect to the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.

      In furtherance of the foregoing, the Company, and any duly appointed
transfer agent for the registration or transfer of the securities described
herein, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Letter Agreement.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Letter Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.

                                      -3-

      The undersigned understands that, if the Underwriting Agreement does not
become effective, or if the Underwriting Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to
payment for and delivery of the Securities to be sold thereunder, the
undersigned shall be released from all obligations under this Letter Agreement.

      The undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the offering in reliance upon this
Letter Agreement.

                                      -4-
      This Letter Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws
principles thereof.

                                    Very truly yours,

                                    [NAME OF STOCKHOLDER]

                                    By:_______________________________________
                                       Name:
                                       Title:

                                                                     Exhibit 4.7

 ------------------------------------------------------------------------------

                            LAMAR ADVERTISING COMPANY

                                       AND

           WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, AS TRUSTEE

                                  -------------

                                    INDENTURE

                            DATED AS OF JUNE 16, 2003

 ------------------------------------------------------------------------------

                                TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----
                                                                                                             
Article 1         DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1

         1.1      Definitions....................................................................................1

         1.2      Other Definitions..............................................................................5

         1.3      Incorporation by Reference of Trust Indenture Act..............................................5

         1.4      Rules of Construction..........................................................................6

Article 2         THE SECURITIES.................................................................................6

         2.1      Issuable in Series.............................................................................6

         2.2      Establishment of Terms of Series of Securities.................................................7

         2.3      Execution and Authentication...................................................................9

         2.4      Registrar and Paying Agent....................................................................10

         2.5      Paying Agent to Hold Assets in Trust..........................................................11

         2.6      Securityholder Lists..........................................................................11

         2.7      Transfer and Exchange.........................................................................11

         2.8      Replacement Securities........................................................................13

         2.9      Outstanding Securities........................................................................13

         2.10     Treasury Securities...........................................................................13

         2.11     Temporary Securities..........................................................................14

         2.12     Cancellation..................................................................................14

         2.13     Payment of Interest; Defaulted Interest; Computation of Interest..............................14

         2.14     CUSIP Number..................................................................................15

         2.15     Provisions for Global Securities..............................................................15

         2.16     Persons Deemed Owners.........................................................................16

Article 3         REDEMPTION....................................................................................16

         3.1      Notices of Trustee............................................................................16

         3.2      Selection by Trustee of Securities to Be Redeemed.............................................16

         3.3      Notice of Redemption..........................................................................17

         3.4      Effect of Notice of Redemption................................................................18

         3.5      Deposit of Redemption Price...................................................................18

         3.6      Securities Redeemed in Part...................................................................18

                                      -i-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               PAGE
                                                                                                               ----
                                                                                                             
Article 4         COVENANTS.....................................................................................19

         4.1      Payment of Securities.........................................................................19

         4.2      SEC Reports...................................................................................19

         4.3      Waiver of Stay, Extension or Usury Laws.......................................................19

         4.4      Compliance Certificate........................................................................19

         4.5      Payment of Taxes and Other Claims.............................................................20

         4.6      Corporate Existence...........................................................................20

         4.7      Maintenance of Properties.....................................................................21

Article 5         SUCCESSOR CORPORATION.........................................................................21

         5.1      Limitation on Consolidation, Merger and Sale of Assets........................................21

         5.2      Successor Person Substituted..................................................................22

Article 6         DEFAULTS AND REMEDIES.........................................................................22

         6.1      Events of Default.............................................................................22

         6.2      Acceleration..................................................................................23

         6.3      Other Remedies................................................................................24

         6.4      Waiver of Past Defaults and Events of Default.................................................24

         6.5      Control by Majority...........................................................................25

         6.6      Limitation on Suits...........................................................................25

         6.7      Rights of Holders To Receive Payment..........................................................25

         6.8      Collection Suit by Trustee....................................................................26

         6.9      Trustee May File Proofs of Claim..............................................................26

         6.10     Priorities....................................................................................26

         6.11     Undertaking for Costs.........................................................................27

Article 7         TRUSTEE.......................................................................................27

         7.1      Duties of Trustee.............................................................................27

         7.2      Rights of Trustee.............................................................................28

         7.3      Individual Rights of Trustee..................................................................29

         7.4      Trustee's Disclaimer..........................................................................29

         7.5      Notice of Default.............................................................................29

                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               PAGE
                                                                                                               ----
                                                                                                             
         7.6      Reports by Trustee to Holders.................................................................29

         7.7      Compensation and Indemnity....................................................................30

         7.8      Replacement of Trustee........................................................................30

         7.9      Successor Trustee by Consolidation, Merger or Conversion......................................31

         7.10     Eligibility; Disqualification.................................................................31

         7.11     Preferential Collection of Claims Against Company.............................................32

         7.12     Paying Agents.................................................................................32

Article 8         AMENDMENTS, SUPPLEMENTS AND WAIVERS...........................................................32

         8.1      Without Consent of Holders....................................................................32

         8.2      With Consent of Holders.......................................................................33

         8.3      Compliance with Trust Indenture Act...........................................................34

         8.4      Revocation and Effect of Consents.............................................................34

         8.5      Notation on or Exchange of Securities.........................................................35

         8.6      Trustee to Sign Amendments, Etc...............................................................35

Article 9         DISCHARGE OF INDENTURE; DEFEASANCE............................................................35

         9.1      Discharge of Indenture........................................................................35

         9.2      Legal Defeasance..............................................................................36

         9.3      Covenant Defeasance...........................................................................36

         9.4      Conditions to Legal Defeasance or Covenant Defeasance.........................................37

         9.5      Deposited Money and U.S. and Foreign Government Obligations to be Held in Trust;
                  Other Miscellaneous Provisions................................................................38

         9.6      Reinstatement.................................................................................39

         9.7      Moneys Held by Paying Agent...................................................................39

         9.8      Moneys Held by Trustee........................................................................39

Article 10        MISCELLANEOUS.................................................................................40

         10.1     Trust Indenture Act Controls..................................................................40

         10.2     Notices.......................................................................................40

         10.3     Communications by Holders with Other Holders..................................................41

         10.4     Certificate and Opinion as to Conditions Precedent............................................41

                                     -iii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               PAGE
                                                                                                               ----

         10.5     Statement Required in Certificate and Opinion.................................................41

         10.6     Rules by Trustee and Agents...................................................................42

         10.7     Business Days; Legal Holidays.................................................................42

         10.8     Governing Law.................................................................................42

         10.9     No Adverse Interpretation of Other Agreements.................................................42

         10.10    No Recourse Against Others....................................................................43

         10.11    Successors and Assigns........................................................................43

         10.12    Multiple Counterparts.........................................................................43

         10.13    Table of Contents, Headings, Etc..............................................................43

         10.14    Separability..................................................................................43

         10.15    Securities in a Foreign Currency or in ECU....................................................43

         10.16    Judgement Currency............................................................................44

                                      -iv-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               PAGE
                                                                                                               ----
                                                 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)                                                                                                 7.8; 7.10; 10.2
(b)(1)                                                                                                         7.10
(b)(9)                                                                                                         7.10
(c)                                                                                                             N/A
311(a)                                                                                                         7.11
(b)                                                                                                            7.11
(c)                                                                                                             N/A
312(a)                                                                                                          2.6
(b)                                                                                                            10.3
(c)                                                                                                            10.3
313(a)                                                                                                          7.6
(b)(1)                                                                                                          7.6
(b)(2)                                                                                                          7.6
(c)                                                                                                       7.6; 10.2
(d)                                                                                                             7.6
314(a)                                                                                               4.2; 4.4; 10.2
(b)                                                                                                             N/A
(c)(1)                                                                                                   10.4; 10.5
(c)(2)                                                                                                   10.4; 10.5
(c)(3)                                                                                                          N/A
(d)                                                                                                             N/A
(e)                                                                                                            10.5
(f)                                                                                                             N/A
315(a)                                                                                                     7.1, 7.2
(b)                                                                                                       7.5; 10.2
(c)                                                                                                             7.1
(d)                                                                                                   6.5; 7.1; 7.2
(e)                                                                                                            6.11
316(a)(last sentence)                                                                                          2.10
(a)(1)(A)                                                                                                       6.5
(a)(1)(B)                                                                                                       6.4
(a)(2)                                                                                                          8.2

                                      -v-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                               PAGE
                                                                                                               ----
                                                                                                      
(b)                                                                                                             6.7
(c)                                                                                                             8.4
317(a)(1)                                                                                                       6.8
(a)(2)                                                                                                          6.9
(b)                                                                                                       2.5; 7.12
318(a)                                                                                                         10.1

- --------------
N/A means not applicable

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

                                      -vi-

         INDENTURE, dated as of June 16, 2003, by and between LAMAR ADVERTISING
COMPANY, a Delaware corporation, as Issuer (the "Company"), and WACHOVIA BANK OF
DELAWARE, NATIONAL ASSOCIATION, a national association organized under the laws
of the United States of America, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.1 DEFINITIONS.

         "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.

         "Board of Directors" means the Board of Directors of the Company 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 and to be in full force and effect on the date of such
certification, 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.

         "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 Securities.

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

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

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

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

         "Depositary" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such Series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each Person
who is then a Depositary hereunder, and if at any time there is more than one
such Person, such Persons.

         "Dollars" means the currency of the United States of America.

         "ECU" means the European Currency Unit as determined by the Commission
of the European Union.

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

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

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

                                      -2-

         "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depositary for
such Series or its nominee, registered in the name of such Depositary or
nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as
may be specified as contemplated by Section 2.2 for such Securities).

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

         "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.

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

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on Securities of any Series.

         "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" when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect payment or otherwise.

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company 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.

                                      -3-

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

         "Redemption Date" when used with respect to any Security of a Series to
be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

         "Responsible Officer" when used with respect to the Trustee, means any
officer or officers 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 who are responsible for compliance with the obligations of the
Trustee as set forth in this Indenture and also means, with respect to a
particular corporate trust matter or obligation required of the Trustee as set
forth in this Indenture, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

         "Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

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

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

         "Stated Maturity" means, when used with respect to any Security of any
Series or any installment of principal thereof or interest thereon, means the
date specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or 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 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

                                      -4-

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.

         "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 8.3 hereof).

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

         "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.

         1.2 OTHER DEFINITIONS.

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

                                                                 Defined
         Term                                                  in Section
         ----                                                  ----------

"Bankruptcy Law"                                                       6.1
"Business Day"                                                        10.8
"Covenant Defeasance"                                                  9.3
"Custodian"                                                            6.1
"Event of Default"                                                     6.1
"Journal"                                                            10.16
"Judgment Currency"                                                  10.17
"Legal Defeasance"                                                     9.2
"Legal Holiday"                                                       10.8
"Market Exchange Rate"                                               10.16
"New York Banking Day"                                               10.17
"Paying Agent"                                                         2.4
"Registrar"                                                            2.4
"Required Currency"                                                  10.17
"Service Agent"                                                        2.4

         1.3 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 Securities.

         "indenture securityholder" means a Securityholder.

                                      -5-

         "indenture to be qualified" means this Indenture.

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

         "obligor on the indenture securities" means the Company or any other
obligor on the Securities.

         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.

         1.4 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;

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

              (5) words used herein implying any gender shall apply to each
gender; and

              (6) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other sub-division.

                                   ARTICLE 2
                                 THE SECURITIES

         2.1 ISSUABLE IN SERIES.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

                                      -6-

         2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(25) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in each
case, pursuant to authority granted under a Board Resolution:

              (1) the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

              (2) the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

              (3) any limit upon the aggregate principal amount of the
Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

              (4) the date or dates on which the principal of the Securities of
the Series is payable;

              (5) the rate or rates (which may be fixed or variable) per annum
or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or
financial index) at which the Securities of the Series shall bear interest, if
any, the date or dates from which such interest, if any, shall accrue, the date
or dates on which such interest, if any, shall commence and be payable and any
regular record date for the interest payable on any Interest Payment Date;

              (6) the place or places where the principal of and interest and
premium, if any, on the Securities of the Series shall be payable, or the method
of such payment, if by wire transfer, mail or other means;

              (7) if applicable, the period or periods within which, the price
or prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;

              (8) the obligation, if any, of the Company to redeem or purchase
the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the Series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

              (9) the dates, if any, on which and the price or prices at which
the Securities of the Series will be repurchased by the Company at the option of
the Holders thereof and other detailed terms and provisions of such repurchase
obligations;

                                      -7-

              (10) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Securities of the Series shall
be issuable;

              (11) the forms of the Securities of the Series in bearer or fully
registered form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);

              (12) if other than the principal amount thereof, the portion of
the principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2;

              (13) the currency of denomination of the Securities of the Series,
which may be Dollars or any Foreign Currency, including, but not limited to, the
ECU, and if such currency of denomination is a composite currency other than the
ECU, the agency or organization, if any, responsible for overseeing such
composite currency;

              (14) the designation of the currency, currencies or currency units
in which payment of the principal of and interest and premium, if any, on the
Securities of the Series will be made;

              (15) if payments of principal of, interest or premium, if any, on
the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

              (16) the manner in which the amounts of payment of principal of
and interest and premium, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock
exchange index or financial index;

              (17) the provisions, if any, relating to any security provided for
the Securities of the Series;

              (18) any addition to or change in the Events of Default which
applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

              (19) any addition to or change in the covenants set forth in
Articles 4 or 5 which applies to Securities of the Series;

              (20) any other terms of the Securities of the Series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 8.1, but which may modify or delete any provision of this
Indenture insofar as it applies to such Series).

              (21) any depositories, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein;

                                      -8-

              (22) the terms and conditions, if any, upon which the Securities
and any guarantees thereof shall be subordinated in right of payment to other
indebtedness of the Company or any guarantor;

              (23) the form and terms of any guarantee of the Securities;

              (24) if applicable, that the Securities of the Series, in whole or
any specified part, shall be defeasible pursuant to Article 9; and

              (25) if applicable, that the Securities of the Series, in whole or
any specified part, shall be convertible into equity securities of the Company

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         2.3 EXECUTION AND AUTHENTICATION.

         The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.
Each such signature may be either manual or facsimile. The Company's seal may be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid. A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of

                                      -9-

that Series or of Securities within that Series and the terms of the Securities
of that Series or of Securities within that Series, (b) an Officers' Certificate
complying with Section 10.4, and (c) an Opinion of Counsel complying with
Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. An authenticating agent may
authenticate Securities 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 rights as an Agent to deal with the Company or
an Affiliate of the Company.

         2.4 REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Securities of any
Series 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 Securities may be presented for payment
("Paying Agent"), and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served
("Service Agent"). The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Company may have one or more co-registrars and
one or more additional paying agents. 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 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 10.2. 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 Securityholder.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities 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 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

                                      -10-

act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company. The Company further designates Wachovia Bank of Delaware, National
Association, as the Paying Agent, with offices at _______________, New York, New
York _____.

         2.5 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 each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) 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 any Series of Securities,
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.

         2.6 SECURITYHOLDER 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
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and 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 Securityholders of each Series
of Securities.

         2.7 TRANSFER AND EXCHANGE.

         When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested, and when such Securities of a Series are presented to the
Registrar with a request to exchange them for an equal principal amount of other
authorized denominations of Securities of the same Series, the Registrar shall
make the exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4 hereof, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request.

                                      -11-

         Notwithstanding any other provision of this Section 2.7, unless and
until it is exchanged in whole or in part for definitive Securities, a Global
Security may not be transferred except as a whole by the Depositary to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary.

         If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the date the Company is so informed in writing or
becomes aware of the same, or (ii) a Default or an Event of Default has occurred
and is continuing, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the Company
will promptly execute and deliver to the Trustee), will authenticate and deliver
definitive Securities, without charge, in an aggregate principal amount equal to
the principal amount of the outstanding Global Securities, in exchange for and
upon surrender of all such Global Securities.

         In any exchange provided for in the preceding paragraph, the Company
will execute and the Trustee will authenticate and deliver definitive Securities
in the authorized denominations provided by Section 2.3.

         Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities pursuant to this Section 2.7 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.

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

         Every Security 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
2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers
of Securities of any Series or to exchange Securities of any Series for a period
of 15 days before selection for redemption of such Securities. The Trustee shall
not be required to exchange or register transfers of Securities of any Series
called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.

                                      -12-

         2.8 REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security of
the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the reasonable judgment of the Company or
the Trustee, as the case may be, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security, including the fees and expenses of counsel. Every
replacement Security shall constitute an additional obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionally with any and all other Securities of that
Series duly issued hereunder.

         2.9 OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.

         If a Paying Agent holds on a Redemption Date or Maturity Date of a
Series of Securities money sufficient to pay the principal of, premium, if any,
and accrued interest on Securities 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 Securities cease to be outstanding
and interest on them ceases to accrue.

         Subject to Section 2.10, a Security does not cease to be outstanding
solely because the Company or an Affiliate holds the Security.

         2.10 TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

                                      -13-

         2.11 TEMPORARY SECURITIES.

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

         2.12 CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities 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
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.12.

         2.13 PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.

         Except as otherwise provided as contemplated by Section 2.2 with
respect to any Series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security is registered at the close of
business on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

         With respect to any Holder with an aggregate principal amount of
Securities of any Series in an amount in excess of $2,000,000, upon receipt by
the Trustee of a written request from such Holder, payments of interest with
respect to such Securities shall be made to such Holder by wire transfer of
immediately available funds. Each other Holder shall receive payments of
interest by check or by transfer to an account maintained by such Holder in the
United States.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders 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 Securityholder, 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.

         Except as otherwise specified as contemplated by Section 2.2 for
Securities of any Series, interest on the Securities of each Series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                      -14-

         2.14 CUSIP NUMBER.

         The Company in issuing the Securities 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 Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.

         2.15 PROVISIONS FOR GLOBAL SECURITIES.

              (a) A Board Resolution, a supplemental indenture hereto or an
Officers' Certificate shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Securities or Securities.

              (b) Notwithstanding any provisions to the contrary contained in
Section 2.7 of the Indenture and in addition thereto, any Global Security shall
be exchangeable pursuant to Section 2.7 of the Indenture for Securities
registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days after such event, (ii) the Company executes and
delivers to the Trustee an Officers' Certificate to the effect that such Global
Security shall be so exchangeable or (iii) a Default or an Event of Default with
respect to the Securities represented by such Global Security shall have
occurred and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depositary shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

         Except as provided in this Section 2.15(b), a Global Security may not
be transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

              (c) Any Global Security issued hereunder shall bear a legend in
substantially the following form:

         "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary or a
nominee of the Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such a successor Depositary."

                                      -15-

              (d) The Depositary, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a Holder is entitled to
give or take under the Indenture.

              (e) Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.2, payment of the principal of
and interest and premium, if any, on any Global Security shall be made to the
Depositary or its nominee in its capacity as the Holder thereof.

              (f) Except as provided in Section 2.15(e), the Company, the
Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of any Series represented by a Global Security
as shall be specified in a written statement of the Depositary (which may be in
the form of a participants' list for such Series) with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or
directions required to be given by the Holders pursuant to this Indenture.

         2.16 PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, the Registrar and any agent of the Company, the
Registrar or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 2.13) any interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee, the Registrar nor any agent of the Company, the Registrar or the
Trustee shall be affected by notice to the contrary.

                                   ARTICLE 3
                                   REDEMPTION

         3.1 NOTICES OF TRUSTEE.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or the
related Board Resolution, supplemental indenture or Officers' Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 35 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 at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

         3.2 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, if fewer
than all of the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of a Series to be redeemed pro rata, by

                                      -16-

lot or by any other method that the Trustee considers fair and appropriate and,
if such Securities are listed on any securities exchange, by a method that
complies with the requirements of such exchange.

         The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than $1,000.
Securities of a Series and portions of them it selects shall be in amounts of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

         3.3 NOTICE OF REDEMPTION.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, 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
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

         The notice shall identify the Securities 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 Security of a Series is being redeemed in part, the
portion of the principal amount of such Security of a Series to be redeemed and
that, after the Redemption Date and upon surrender of such Security of a Series,
a new Security or Securities in principal amount equal to the unredeemed portion
will be issued;

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

              (5) that Securities of a Series called for redemption must be
surrendered to the Paying Agent to collect the redemption price, and the place
or places where each such Security is to be surrendered for such payment;

              (6) that, unless the Company defaults in making the redemption
payment, interest on the Securities of a Series called for redemption ceases to
accrue on or after the Redemption Date, and the only remaining right of the
Holders of such Securities is to receive payment of the redemption price upon
surrender to the Paying Agent of the Securities redeemed; and

                                      -17-

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

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

         3.4 EFFECT OF NOTICE OF REDEMPTION.

         Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series 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 Securities of a Series shall be paid at the redemption price, plus
accrued interest, if any, to (but not including) the Redemption Date, 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 Securities registered on the relevant
record date, as specified by the Company in the notice to the Trustee pursuant
to Section 3.1 hereof.

         3.5 DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities 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 Securities 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 Securities called for redemption will cease to accrue interest and
the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
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 Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

         3.6 SECURITIES REDEEMED IN PART.

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

                                      -18-

                                   ARTICLE 4
                                    COVENANTS

         4.1 PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest and premium, if
any, on each Series of Securities on the dates and in the manner provided in
such Securities 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 Series of
Securities.

         4.2 SEC REPORTS.

         The Company will deliver to the Trustee and the Holders of Securities
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 each Series of Securities and prospective holders of
each Series of Securities 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).

         4.3 WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants (to the extent that it 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,
extension law, usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any,
and/or interest on the Securities 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 hereby expressly waives all benefit or advantage of any such law,
and covenants that it 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.

         4.4 COMPLIANCE CERTIFICATE.

              (a) The Company shall deliver to the Trustee, within 90 days after
the end 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 has been made under the
supervision of the signing Officers with a view

                                      -19-

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 or premium, if any, on the Securities 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) (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 Securities, 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 and what action the Company is taking or proposes to take with
respect thereto.

         4.5 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 upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant 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 Significant
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.

         4.6 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 its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Significant 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 Significant
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 Significant Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders.

                                      -20-

         4.7 MAINTENANCE OF PROPERTIES.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.7 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

                                   ARTICLE 5
                              SUCCESSOR CORPORATION

         5.1 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 Significant 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 Significant
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 Significant Subsidiary is
merged or to which the properties and assets of the Company or such Significant
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 (including, without
limitation, the obligation to pay the principal of, and premium and interest, if
any, on the Securities and the performance of the other covenants) under the
Securities of each Series 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.

              (b) In connection with any consolidation, merger or transfer of
assets contemplated by this Section 5.1, the Company shall deliver, or cause to
be delivered, to the Trustee, in form and substance reasonably satisfactory to
the Trustee, an Officers' Certificate

                                      -21-

and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and the supplemental indenture in respect thereto comply with this
Section 5.1 and that all conditions precedent herein provided for relating to
such transaction or transactions have been complied with.

         5.2 SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Significant Subsidiary in
accordance with Section 5.1 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 Securities.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

         6.1 EVENTS OF DEFAULT.

         "Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

              (1) there is a default in the payment of any principal of, or
premium, if any, on the Securities when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise;

              (2) there is a default in the payment of any interest on any
Security of a Series when the same becomes due and payable and the Default
continues for a period of 30 days;

              (3) the Company defaults in the observance or performance of any
other covenant in the Securities of a Series or this Indenture for 45 days after
written notice from the Trustee or the Holders of not less than 25% in the
aggregate principal amount of the Securities of such Series 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 Significant Subsidiary of the
Company then has outstanding Indebtedness in excess of $25 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
$25 million (not covered by insurance) against the Company or any Significant
Subsidiary and such judgment remains

                                      -22-

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 Significant 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,

                   (D) makes a general assignment for the benefit of its
creditors, or

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

              (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 Significant
Subsidiary in an involuntary case;

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

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

              (8) any other Event of Default provided with respect to Securities
of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate, in accordance with Section
2.2(18).

         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 of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.

         6.2 ACCELERATION.

         If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(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

                                      -23-

principal amount of the Securities of that Series then outstanding may by
written notice to the Company and the Trustee declare that the entire principal
amount of all the Securities of that Series then outstanding plus accrued and
unpaid interest to the date of acceleration are immediately due and payable, in
which case such amounts shall become immediately due and payable; 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 Securities of that Series 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 6.1(6) or (7) with
respect to the Company occurs, such principal, premium, if any, and interest
amount with respect to all of the Securities of that Series shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that Series.

         6.3 OTHER REMEDIES.

         If an Event of Default with respect to Securities of any Series at the
time outstanding 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 premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder 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.

         6.4 WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such
Series or compliance with any provision of this Indenture (with respect to such
Series) or the Securities of such Series. Upon any such waiver, such Default
with respect to such Series shall cease to exist, and any Event of Default with
respect to such Series 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.

                                      -24-

         6.5 CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the Securities of any
Series 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 with respect to such Series.
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 Securityholder or that may involve the Trustee in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

         6.6 LIMITATION ON SUITS.

         Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

              (1) the Holder gives to the Trustee written notice of a continuing
Event of Default with respect to the Securities of that Series;

              (2) the Holders of at least 25% in aggregate principal amount of
the Securities of such Series then outstanding make a written request to the
Trustee to pursue the remedy;

              (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 Securities of such Series then outstanding.

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

         6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of a Series to receive payment of principal of, or premium,
if any, and interest of the Security of such Series on or after the respective
due dates expressed in the Security of such Series, 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.

                                      -25-

         6.8 COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
(or any other obligor on the Securities of that Series) 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 Securities of that Series, 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.

         6.9 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 Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective 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 Securityholder 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 Securityholders, 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 7.7
hereof.

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

         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 7.7 hereof;

         SECOND: to Securityholders for amounts then due and unpaid for
principal, premium, if any, and interest on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and any premium and interest, respectively; and

                                      -26-

         THIRD:  to the Company.

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

         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 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.

                                   ARTICLE 7
                                     TRUSTEE

         7.1 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 7.1.

                                      -27-

                   (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 6.2 and 6.5 hereof.

              (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) Whether or not therein expressly so provided, paragraphs (a),
(b), (c) and (d) of this Section 7.1 shall govern every provision of this
Indenture that in any way relates to the Trustee.

              (f) 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.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by the law.

              (g) The Paying Agent, the Registrar and any authenticating agent
shall be entitled to the protections, immunities and standard of care set forth
in paragraphs (a), (b), (c), and (d) of this Section 7.1 and in Section 7.2 with
respect to the Trustee.

         7.2 RIGHTS OF TRUSTEE.

              (a) Subject to Section 7.1 hereof:

                   (1) The Trustee may 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) 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 10.5 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.

                   (3) 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.

                   (4) 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.

                                      -28-

                   (5) 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.

                   (6) 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.

                   (7) 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.

         7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliate
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.

         7.4 TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities (except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and authenticate the
Securities and perform its obligations hereunder), it shall not be accountable
for the Company's use of the proceeds from the sale of Securities or any money
paid to the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

         7.5 NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
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 Security of
any Series, 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 Securityholders of that
Series.

         7.6 REPORTS BY TRUSTEE TO HOLDERS.

         If and to the extent 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

                                      -29-

Securityholder 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 Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee shall
comply with TIA Section 313(d).

         7.7 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 need not reimburse the
Trustee for any expense or indemnify it against any loss or liability incurred
by the Trustee through its negligence or bad faith.

         To secure the payment obligations of the Company in this Section 7.7,
the Trustee shall have a Lien prior to the Securities of any Series 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 and premium (if any) on particular
Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(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 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

         7.8 REPLACEMENT OF TRUSTEE.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in advance of
such resignation.

         The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the written consent of the

                                      -30-

Company, which consent shall not be unreasonably withheld. The Company may
remove the Trustee with respect to that Series at its election if:

              (1) the Trustee fails to comply with, or ceases to be eligible
under, Section 7.10 hereof;

              (2) the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

              (3) a Custodian 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 with respect to any Series of Securities for any reason, the
Company shall promptly notify each Holder of such event and shall promptly
appoint a successor Trustee.

         If a successor Trustee with respect to the Securities of one or more
Series 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 Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery (i) the retiring Trustee with respect to one or more Series shall,
subject to its rights under Section 7.7 hereof, transfer all property held by it
as Trustee with respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective, and (iii)
the successor Trustee with respect to such Series shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee with
respect to the Securities of one or more Series shall mail notice of its
succession to each Securityholder of such Series.

         7.9 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.

         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

                                      -31-

condition. The Trustee shall comply with TIA Section 310(b), including the
provision in Section 310(b)(1). If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.10, it shall resign
immediately in the manner and with the effect specified in this Article 7.

         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.

         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 Securities (whether
such sums have been paid to it by the Company or by any obligor on the
Securities) in trust for the benefit of Holders of the Securities 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

              (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
Securities) in the payment of any installment of the principal of, premium, if
any, or interest on, the Securities when the same shall be due and payable.

                                   ARTICLE 8
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         8.1 WITHOUT CONSENT OF HOLDERS.

         The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

              (1) to comply with Section 5.1 hereof;

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

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

                                      -32-

              (4) to cure any ambiguity, defect or inconsistency, or to make any
other change that does not adversely affect the rights of any Securityholder;

              (5) to provide for the issuance of and establish the form and
terms and conditions of Securities of any Series as permitted by this Indenture;
or

              (6) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
Series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee.

         The Trustee is hereby authorized to join with the Company 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.

         8.2 WITH CONSENT OF HOLDERS.

              (a) The Company, when authorized by a Board Resolution, and the
Trustee may amend or supplement this Indenture or the Securities of one or more
Series with the written consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Securities of such Series affected
by such amendment or supplement without notice to any Securityholder. The
Holders of not less than a majority in aggregate principal amount of the
outstanding Securities of each such Series affected by such amendment or
supplement may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Securities of such Series without notice to
any Securityholder. Subject to Section 8.4, without the consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.4, may not:

                   (1) reduce the amount of Securities whose Holders must
consent to an amendment, supplement or waiver to this Indenture or the
Securities;

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

                   (3) reduce the principal or change the Stated Maturity of any
Security or reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation;

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

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

                                      -33-

                   (6) waive a Default or Event of Default in the payment of the
principal of or interest or premium, if any, on any Security (except a
rescission of acceleration of the Securities of any Series by the Holders of at
least a majority in principal amount of the outstanding Securities of such
Series and a waiver of the payment default that resulted from such
acceleration);

                   (7) waive a redemption payment with respect to any Security
or change any of the provisions with respect to the redemption of any
Securities;

                   (8) make any changes in Sections 6.4 or 6.7 hereof or this
Section 8.2, except to increase any percentage of Securities the Holders of
which must consent to any matter; or; or

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

              (b) 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 Securityholders as aforesaid and upon receipt by
the Trustee of the documents described in Section 8.6 hereof, the Trustee shall
join with the Company 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.

              (c) 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.

         8.3 COMPLIANCE WITH TRUST INDENTURE ACT.

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

         8.4 REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security 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 Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, 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

                                      -34-

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 without the applicable amendment, supplement
or waiver becoming effective.

         After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that case
the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security; provided that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest and premium (if any)
on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.

         8.5 NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement, or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security to deliver it
to the Trustee. In such case, the Trustee shall place an appropriate notation on
such Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for such Security 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 Security shall not affect the validity and effect of
such amendment, supplement or waiver.

         8.6 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 7.1 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 may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                   ARTICLE 9
                       DISCHARGE OF INDENTURE; DEFEASANCE

         9.1 DISCHARGE OF INDENTURE.

         The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or
stolen and that shall

                                      -35-

have been replaced as provided in Section 2.8 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 request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series 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 7.7, 9.5 and 9.6 hereof shall survive.

         9.2 LEGAL DEFEASANCE.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 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 Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 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 Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 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
7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the
Securities of any Series notwithstanding the prior exercise of its option under
Section 9.3 below with respect to the Securities of such Series.

         9.3 COVENANT DEFEASANCE.

         At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations under Sections 4.2 through 4.6
hereof, inclusive, and Section 5.1 hereof, with respect to the outstanding
Securities of any Series, on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that the Company 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 Securities of any Series
shall be unaffected thereby.

                                      -36-

         9.4 CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

              (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 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 Securities, (A) money in an amount, or (B)
U.S. Government Obligations or Foreign 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 Securities of such Series at the Stated Maturity 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 Securities of such Series;

              (2) no Event of Default or Default with respect to the Securities
of such Series 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 9.2 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 Securities of such Series or
persons in their positions will not recognize income, gain or loss for Federal
income tax purposes

                                      -37-

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 9.3 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the outstanding Securities of such Series 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 in this Article 9 relating to either the Legal Defeasance
under Section 9.2 above or the Covenant Defeasance under Section 9.3 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 7.7 hereof.

         9.5 DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in respect of the outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Securities, 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 shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 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 Securities.

         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, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 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

                                      -38-

thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

         9.6 REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 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
obligations under this Indenture and the Securities 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,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

         9.7 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 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

         9.8 MONEYS HELD BY TRUSTEE.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the
Holder of such Security for two years after the date upon which the principal
of, or premium, if any, or interest on such Security shall have respectively
become due and payable shall be repaid to the Company upon Company Request, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Security entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company 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, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar 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 release of any
money held in trust by the

                                      -39-

Company, Securityholders entitled to the money must look only to the Company for
payment as general creditors unless applicable abandoned property law designates
another person.

                                   ARTICLE 10
                                  MISCELLANEOUS

         10.1 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. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         10.2 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:

         Lamar Advertising Company
         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 or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee 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,

                                      -40-

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 Securityholder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar. In addition, notices or communications to
Securityholders shall be given by release made to Reuters Economic Services and
Bloomberg Business News.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given five (5) calendar days
after mailing, 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.

         In the case of Global Securities, notices or communications to be given
to Securityholders shall be given to the Depositary, in accordance with its
applicable policies as in effect from time to time.

         10.3 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

         10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company 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 10.5 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 10.5 below) stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

         10.5 STATEMENT 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:

                                      -41-

              (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;

              (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.

         10.6 RULES BY TRUSTEE AND AGENTS.

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

         10.7 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 Kentucky.

         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.

         10.8 GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES 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 ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

         10.9 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.

                                      -42-

         10.10 NO RECOURSE AGAINST OTHERS.

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

         10.11 SUCCESSORS AND ASSIGNS.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors and assigns, whether so expressed or not. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind their respective successors and assigns.

         10.12 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.

         10.13 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.

         10.14 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 Securities 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.

         10.15 SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECU), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as

                                      -43-

published in the Official Journal of the European Union (such publication or any
successor publication, the "Journal"). If such Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange
as published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of ECUs, in Luxembourg or such other quotations or, in the case of
ECUs, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

         10.16 JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      -44-

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                      LAMAR ADVERTISING COMPANY

                                      By:
                                         --------------------------------------
                                          Name:
                                          Title:

                                      WACHOVIA BANK OF DELAWARE,
                                      NATIONAL ASSOCIATION

                                      By:
                                         --------------------------------------
                                          Name:
                                          Title:

                                      -45-

                                                                     Exhibit 4.8

________________________________________________________________________________

                            LAMAR ADVERTISING COMPANY

                                       and

                WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,
                                   as Trustee

                             ______________________

                          FIRST SUPPLEMENTAL INDENTURE
                            Dated as of June 16, 2003

                             ______________________

                Supplement to Indenture dated as of June 16, 2003

________________________________________________________________________________

                                TABLE OF CONTENTS

                                                                                           Page
                                                                                           ----
                                                                                     
                                          ARTICLE 1.

                                     CREATION OF THE NOTES

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

                                          ARTICLE 2.

                                     CONVERSION OF NOTES

Section 2.1    Conversion Privilege.........................................................3
Section 2.2    Conversion Rate..............................................................3
Section 2.3    Exercise of Conversion Privilege.............................................4
Section 2.4    Fractions of Common Stock Shares.............................................5
Section 2.5    Adjustment of Conversion Rate................................................5
Section 2.6    Notice of Adjustments of Conversion Rate....................................13
Section 2.7    Notice of Certain Corporate Action..........................................14
Section 2.8    Company to Reserve Common Stock.............................................15
Section 2.9    Taxes on Conversions........................................................15
Section 2.10   Covenant as to Common Stock.................................................15
Section 2.11   Cancellation of Converted Securities........................................15
Section 2.12   Provisions in Case of Consolidation, Merger or Sale of Assets...............16
Section 2.13   Right of Holders to Convert.................................................17

                                                                                       Page
                                                                                       ----
                                                                                 
                                        ARTICLE 3.

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

Section 3.1  Repurchase at Option of Holders upon Change of Control.....................17
Section 3.2  Certain Definitions........................................................20

                                        ARTICLE 4.

                                    EVENTS OF DEFAULT

Section 4.1   Additional Events of Default..............................................21

                                        ARTICLE 5.

                            AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 5.1   With Consent of Holders...................................................22

                                        ARTICLE 6.

                                      MISCELLANEOUS

Section 6.1  Application of First Supplemental Indenture................................22
Section 6.2  Effective Date.............................................................23
Section 6.3  Counterparts...............................................................23

                                      -ii-

         FIRST SUPPLEMENTAL INDENTURE, dated as of June 16, 2003 by and between
LAMAR ADVERTISING COMPANY, a Delaware corporation, as issuer (the "Company"),
and WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, a trust company organized
under the laws of Delaware, as Trustee under the Indenture (as hereinafter
defined) (the "Trustee").

                                    RECITALS

         WHEREAS, the Company and the Trustee have as of June 16, 2003 entered
into an Indenture (the "Indenture", all capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Indenture) providing for
the issuance by the Company of Securities from time to time;

         WHEREAS, no Securities have been issued under the Indenture and there
do not currently exist any Holders;

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

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

         WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by a Board Resolution;

         WHEREAS, concurrent with the execution hereof, the Company has
delivered a Board Resolution and an Officers' Certificate; and

         WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company in accordance with its terms have been done,
and the execution and delivery thereof have been in all respects duly authorized
by the parties hereto.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes (as hereinafter defined), as
follows:

                                   ARTICLE 1.

                              CREATION OF THE NOTES

         Section 1.1    Designation of Series.

         Pursuant to the terms hereof and Sections 2.1 and 2.2 of the Indenture,
the Company hereby creates a Series of Securities designated as the "2-7/8%
Convertible Notes due 2010" (the "Notes"), which Notes shall be deemed
"Securities" for all purposes under the Indenture.

         Section 1.2    Form of Notes.

         The definitive form of the Notes shall be substantially in the form set
forth in Exhibit A attached hereto, which is incorporated herein and made part
hereof. The Stated Maturity of the Notes shall be December 31, 2010.

         Section 1.3    Limit on Amount of Series.

         The Notes shall not exceed U.S.$287,500,000 in aggregate principal
amount, and may, upon the execution and delivery of this First Supplemental
Indenture or from time to time thereafter, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes upon a Company Order and delivery of an
Officers' Certificate and Opinion of Counsel as contemplated by Section 2.3 of
the Indenture.

         Section 1.4    Interest.

         The Notes shall bear interest at a rate of 2-7/8% per annum, payable
semi-annually. The Interest Payment Dates for the Notes shall be June 30 and
December 31 of each year, commencing December 31, 2003, with interest payable in
Dollars to Holders in whose names the Notes are registered at the close of
business on June 15 or December 15 of each year, as the case may be (each, a
"Record Date"), or, if such Record Date is not a Business Day, at the close of
business of the immediately succeeding Business Day.

         Section 1.5    Certificate of Authentication.

         The Trustee's certificate of authentication to be borne on the Notes
shall be substantially as provided in the Form of Note attached hereto as
Exhibit A.

         Section 1.6    No Sinking Fund.

         No sinking fund will be provided with respect to the Notes.

                                       -2-

         Section 1.7    Issuance in Global Form.

         The Notes shall be issued as one or more Global Securities,
representing the aggregate principal amount of the Notes, and shall be deposited
with the Trustee as custodian for the Depositary. The Notes shall be registered
in the name of Cede & Co., or another nominee of the Depositary.

         Section 1.8    Discharge of Indenture; Defeasance.

         The Notes shall not be subject to the provisions of Article 9 of the
Indenture.

         Section 1.9    Other Terms of Notes.

         The other terms of the Notes shall be as expressly set forth in
Articles 2, 3, 4, 5, 6 and 7 hereof and Exhibit A hereto.

         The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this First Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision.

                                   ARTICLE 2.

                               CONVERSION OF NOTES

         Section 2.1    Conversion Privilege.

         Subject to and upon compliance with the provisions of this Article 2,
at the option of the Holder thereof, any Note or any portion of the principal
amount thereof which is $1,000 or an integral multiple of $1,000, and which has
not previously been repurchased pursuant to Article 3 hereof, may be converted
into fully paid and nonassessable shares of Class A Common Stock of the Company,
$0.001 par value per share (the "Common Stock"), at the conversion rate,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall commence on the date of original issuance of the Notes,
and shall expire at the close of business on the Stated Maturity. A Note in
respect of which a Holder has delivered a Repurchase Notice pursuant to Section
3.1 hereof may be converted only if such notice is withdrawn in accordance with
the terms of such section, unless the Company defaults in the payment of the
Change of Control Repurchase Price.

         Section 2.2    Conversion Rate.

         The rate at which shares of Common Stock shall be delivered upon
conversion (the "Conversion Rate") shall be initially 19.4148 shares of Common
Stock for each $1,000 principal amount of Notes. The Conversion Rate shall be
adjusted in certain instances as

                                       -3-

provided in Section 2.5 hereof. All calculations under this Article 2 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.

         Section 2.3    Exercise of Conversion Privilege. To convert a Note, a
Holder must (a) complete and manually sign the Conversion Notice or a facsimile
of the Conversion Notice on the back of the Note and deliver such notice to the
Trustee in accordance with the notice provisions set forth in Section 10.2 of
the Indenture, (b) surrender the Note to the Trustee, (c) furnish appropriate
endorsements and transfer documents if required by the Registrar or the Trustee,
(d) pay any transfer or similar tax, if required, and (e) if required, pay funds
equal to the interest payable on the next Interest Payment Date. In the case of
a Global Note, the Conversion Notice shall be completed by a Depositary
participant on behalf of the beneficial holder. Anything herein to the contrary
notwithstanding, in the case of Global Notes, Conversion Notices may be
delivered and such Notes may be surrendered for conversion in accordance with
the applicable procedures of the Depositary as in effect from time to time.

Notes surrendered for conversion during the period from the close of business on
any Record Date immediately preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall be accompanied by payment in
immediately available funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion; provided, however,
that no such payment need be made if (1) we have specified a repurchase date
following a Change of Control that is during such period or (2) only to the
extent of overdue interest, any overdue interest exists at the time of
conversion with respect to such note. No payment or adjustment shall be made
upon any conversion on account of any interest accrued on the Notes surrendered
for conversion from the Interest Payment Date preceding the day of conversion,
or on account of any dividends on the Common Stock issued upon conversion. In
addition, Holders shall not be entitled to receive any dividends payable to
holders of Common Stock as of any record date before the close of business on
the applicable conversion date. Notes shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such Notes
for conversion in accordance with the foregoing provisions and comply with the
other foregoing provisions, and at such time the rights of the Holders of such
Notes as Holders shall cease, and the Person or Persons entitled to receive the
Common Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such Common Stock at such time. As promptly as
practicable on or after the conversion date, the Company shall issue and shall
deliver to the Trustee at its Corporate Trust Office a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share thereof, as
provided in Section 2.4 hereof, and the Trustee shall forward such certificate
or certificates at the addresses set forth in the written notices sent to the
Company by the Holders electing to convert their Notes.

                                       -4-

         Section 2.4    Fractions of Common Stock Shares.

         No fractional shares of Common Stock shall be issued upon conversion of
the Notes. If more than one Note shall be surrendered for conversion at one time
by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the principal amount of the
Notes so surrendered. Instead of any fractional share of Common Stock which
would otherwise be issuable upon conversion of any Note or Notes, the Company
shall pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the Market Price (determined by the Company in accordance
with the following paragraph) per share of Common Stock.

         For purposes of this Section 2.4, "Market Price" means the Sale Price
(as defined below) of the Common Stock on the Trading Day prior to the date of
conversion of the Notes. The "Sale Price" of the Common Stock on any date means
the closing per share sale price (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices) on such date as reported in
the composite transactions for the principal United States securities exchange
on which the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional stock exchange, as reported by the Nasdaq
National Market. In the absence of such quotations, the Company shall be
entitled to determine the Sale Price on the basis of such quotations as it
considers appropriate. Sale Price shall be determined without reference to
extended or after hours trading. "Trading Day" means, in respect of any
securities exchange or securities market, each Monday, Tuesday, Wednesday,
Thursday and Friday, other than any day on which securities are not traded on
the applicable securities exchange or in the applicable securities market.

         Section 2.5    Adjustment of Conversion Rate.

         (1) In case at any time after the date of the issuance of the Notes,
the Company shall pay or make a dividend or other distribution to all holders of
the Common Stock payable in shares of its Common Stock, the Conversion Rate in
effect at the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be increased by dividing such Conversion Rate by a fraction
of which

         (i) the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
and

         (ii) the denominator shall be the sum of such number of shares and the
total number of shares constituting such dividend or other distribution,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the

                                       -5-

number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock. The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company. If any dividend or
distribution of the type described in this paragraph (1) of Section 2.5 is
declared but not so paid or made, the Conversion Rate shall again be adjusted to
the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

         (2) Subject to paragraph 9 of this Section 2.5, in case at any time
after the date of the issuance of the Notes, the Company shall issue rights,
options or warrants to all holders of its Common Stock (other than any rights,
options or warrants that by their terms will also be issued to any Holder upon
conversion of a Note into Common Stock without any action required by the
Company or any other person) entitling them (for a period ending within
forty-five (45) days after the date fixed for the determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of Common Stock at a price per share less than the then current market price per
share (determined as provided in paragraph (9) of this Section 2.5) of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than pursuant to a dividend
reinvestment plan), the Conversion Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Conversion Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase. Such adjustment shall be successively made whenever
any such rights or warrants are issued, and shall become effective immediately
after the opening of business on the day following the date fixed for such
determination. To the extent that all shares of Common Stock are not delivered
after the expiration of such rights, options or warrants, the Conversion Rate
shall be readjusted to the Conversion Rate that would then be in effect had the
adjustments made upon the issuance of such rights, options or warrants been made
on the basis of delivery of only the number of shares of Common Stock actually
delivered. If such rights, options or warrants are not so issued, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such date fixed for the determination of stockholders entitled to
receive such rights, options or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such current market price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Company for such
rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.

                                       -6-

For the purposes of this paragraph (2), the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not
issue any rights, options or warrants in respect of shares of Common Stock held
in the treasury of the Company.

         (3) In case at any time after the date of the issuance of the Notes,
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such subdivision becomes effective shall
be proportionately increased, and, conversely, in case outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common Stock,
the Conversion Rate in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be proportionately
reduced, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

         (4) In case at any time after the date of the issuance of the Notes,
the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock, shares of any class of its capital stock, evidences of its
indebtedness or other assets (including securities, but excluding any rights,
options or warrants referred to in paragraph (2) of this Section 2.5, any
dividend or distribution paid exclusively in cash, any dividend or distribution
referred to in paragraph (1) of this Section 2.5 and distributions upon a merger
or consolidation to which Section 2.12 applies), the Conversion Rate shall be
adjusted so that the same shall equal the price determined by dividing the
Conversion Rate in effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which

         (i) the numerator shall be the current market price per share
(determined as provided in paragraph (9) of this Section 2.5) of the Common
Stock on the date fixed for such determination less the then fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution filed with the Trustee) of the
portion of shares of capital stock or the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and

         (ii) the denominator shall be such current market price per share of
the Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of stockholders
entitled to receive such distribution; provided, however, that if the then fair
market value (as so determined) of the portion of the shares of capital stock,
assets or evidences of indebtedness so distributed applicable to one share of
Common Stock is equal to or greater than the current market price per share

                                       -7-

(determined as provided in paragraph (9) of this Section 2.5) on the date fixed
for the determination of stockholders entitled to receive such distribution, in
lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder shall have the right to receive upon conversion the amount of shares of
capital stock, assets or evidences of indebtedness such Holder would have
received had such Holder converted each Note on the date fixed for determination
of stockholders entitled to receive such distribution. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared If the Board of Directors determines the fair
market value of any distribution for purposes of this paragraph (4) by reference
to the actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider the prices in such market over the
same period used in computing the current market price per share pursuant to
paragraph (9) of this Section 2.5.

         Notwithstanding the foregoing, if the shares of capital stock, assets
or evidences of indebtedness distributed by the Company to all holders of its
Common Stock consist of capital stock of, or similar equity interests in, a
Subsidiary or other business unit of the Company, the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect on the date fixed for determination of
stockholders entitled to receive such distribution with respect to such
distribution by a fraction of which:

                  (i) the numerator shall be the sum of (x) the average Sale
         Price of one share of Common Stock over the ten consecutive Trading Day
         period (the "Spinoff Valuation Period") commencing on and including the
         fifth Trading Day after the date on which "ex-dividend trading"
         commences on the Common Stock on the Nasdaq National Market System or
         such other national or regional exchange or market on which the Common
         Stock is then listed or quoted and (y) the fair market value (as so
         determined by the Board of Directors) over the Spinoff Valuation Period
         of the portion of shares of capital stock, assets or evidences of
         indebtedness so distributed applicable to one share of Common Stock;
         and

                  (ii) the denominator shall be the average Sale Price of one
         share of Common Stock over the Spinoff Valuation Period,

such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of stockholders
entitled to receive such distribution; provided, however, that the Company may
in lieu of the foregoing adjustment make adequate provision so that each Holder
shall have the right to receive upon conversion the amount of shares of capital
stock, assets or evidences or indebtedness such Holder would have received had
such Holder converted each Note on the date fixed for determination of
stockholders entitled to receive such distribution.

                                       -8-

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding (w) any quarterly cash dividend
on the Common Stock to the extent the aggregate cash dividend per share of
Common Stock in any fiscal quarter does not exceed 1.25% of the arithmetic
average of the Sale Price during the ten Trading Days immediately prior to the
date of declaration of such dividend, (x) any distribution in connection with
the liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary), (y) any cash portions of distributions referred to in paragraph
(4) of this Section 2.5, and (z) cash distributions upon a merger or
consolidation to which Section 2.12 applies then, in such case, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business on the record date fixed for determination of stockholders entitled to
receive such distribution by a fraction of which,

                  (i) the numerator shall be the current market price on such
         record date, and

                  (ii) the denominator shall be the current market price per
         share of the Common Stock (determined in accordance with paragraph (9)
         of this Section 2.5) on such record date less the amount of cash so
         distributed (and not excluded as provided above) applicable to one
         share of Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following such record date; provided, however, that if the portion of
the cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price on such record date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion the amount of cash such Holder would
have received had such Holder converted each Note on such record date. If such
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such distribution had
not been declared. If any adjustment is required to be made as set forth in this
paragraph (5) of this Section 2.5 as a result of a distribution that is a
quarterly dividend, such adjustment shall be based upon the amount by which such
distribution exceeds the amount of the quarterly cash dividend permitted to be
excluded pursuant hereto. If an adjustment is required to be made as set forth
in this paragraph (5) of this Section 2.5 as a result of a distribution that is
not a quarterly dividend, such adjustment shall be based upon the full amount of
the distribution.

         (6) In case at any time after the date of the issuance of the Notes, a
tender or exchange offer made by the Company or any Subsidiary for all or any
portion of the Common Stock shall expire and such tender or exchange offer (as
amended upon the expiration thereof) shall require the payment to stockholders
(based on the acceptance (up to any maximum specified in the terms of the tender
or exchange offer) of Purchased Shares (as defined below)) of an aggregate
consideration having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution filed with the Trustee) that combined together with:

                                       -9-

                  (A) the aggregate of the cash plus the fair market value (as
         determined by the Board of Directors, whose determination shall be
         conclusive and described in a Board Resolution filed with the Trustee),
         as of the expiration of such tender or exchange offer, of consideration
         payable in respect of any other tender or exchange offer, by the
         Company or any Subsidiary for all or any portion of the Common Stock
         expiring within the 12 months preceding the expiration of such tender
         or exchange offer and in respect of which no adjustment pursuant to
         this paragraph (6) has been made, and

                  (B) the aggregate amount of any distributions to all holders
         of the Company's Common Stock made exclusively in cash within 12 months
         preceding the expiration of such tender or exchange offer and in
         respect of which no adjustment pursuant to paragraph (5) of this
         Section 2.5 has been made,

exceeds 10% of the product of (I) the current market price per share of the
Common Stock (determined as provided in paragraph (9) of this Section 2.5) as of
the last time (the "Expiration Time") tenders or exchanges could have been made
pursuant to such tender or exchange offer (as it may be amended), times (II) the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the Expiration Time by a fraction,

                  (i) the numerator of which shall be the sum of (x) the fair
         market value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution
         filed with the Trustee) of the aggregate consideration payable to
         stockholders based on the acceptance (up to any maximum specified in
         the terms of the tender or exchange offer) of all shares validly
         tendered or exchanged and not withdrawn as of the Expiration Time (the
         shares deemed so accepted up to any such maximum, being referred to as
         the "Purchased Shares") and (y) the product of the number of shares of
         Common Stock outstanding (less any Purchased Shares) at the Expiration
         Time and the Sale Price of a share of Common Stock on the trading day
         next succeeding the Expiration Time, and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at the Expiration Time multiplied by the Sale Price of a share of
         Common Stock on the Trading Day next succeeding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable

                                      -10-

law from effecting any such purchases or all such purchases are rescinded, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such tender or exchange offer had not been made.

         (7) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger to
which Section 2.12 applies) shall be deemed to involve (a) a distribution of
such securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of stockholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning of paragraph (4) of
this Section 2.5), and (b) a subdivision or combination, as the case may be, of
the number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes effective" or "the day
upon which such combination becomes effective", as the case may be, and "the day
upon which such subdivision or combination becomes effective" within the meaning
of paragraph (3) of this Section 2.5).

         (8) Rights or warrants distributed by the Company to all holders of
Common Stock entitling the holders thereof to subscribe for or purchase shares
of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"): (i) are deemed to be transferred with such
shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in
respect of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of this paragraph (8) (and no adjustment to the
Conversion Rate under this paragraph (8) will be required) until the occurrence
of the earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any is
required) to the Conversion Rate shall be made under this Section 2.5. If any
such right or warrant, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to events, upon the
occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section 2.5 was
made, (1) in the case of any such rights or warrants that shall all have been
redeemed or repurchased without exercise by any holders thereof, the Conversion
Rate shall be readjusted upon such final redemption or repurchase to give effect
to such distribution or Trigger Event, as the case may be, as though it were a
cash distribution, equal to the per share redemption or repurchase price
received by a

                                      -11-

holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

         No adjustment of the Conversion Rate shall be made pursuant to this
Section 2.5 in respect of rights or warrants distributed or deemed distributed
on any Trigger Event to the extent that such rights or warrants are actually
distributed, or reserved by the Company for distribution to Holders upon
conversion by such Holders of Notes to Common Stock.

         For purposes of this paragraph (8) and paragraphs (1) and (2) of this
Section 2.5, any dividend or distribution to which this paragraph (8) of this
Section 2.5 is applicable that also includes shares of Common Stock, or rights
or warrants to subscribe for or purchase shares of Common Stock (or both), shall
be deemed instead to be (1) a dividend or distribution of shares of capital
stock, assets or the evidences of indebtedness other than such shares of Common
Stock or rights or warrants (and any Conversion Rate adjustment required by this
paragraph (8) with respect to such dividend or distribution shall then be made)
immediately followed by (2) a dividend or distribution of such shares of Common
Stock or such rights or warrants (and any further Conversion Rate adjustment
required by paragraphs (1) and (2) of this Section 2.5 with respect to such
dividend or distribution shall then be made), except any shares of Common Stock
included in such dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" within the
meaning of paragraph (1) of this Section 2.5.

         (9) For the purpose of any computation under paragraphs (2), (4), (5)
or (6) of this Section 2.5, the current market price per share of Common Stock
on any date shall be deemed to be the average of the daily Sale Prices (as
defined in Section 2.4) of the Common Stock for the five consecutive Trading
Days (as defined in Section 2.4) selected by the Company commencing not more
than ten Trading Days before, and ending not later than the earlier of, the day
in question and the day before the "ex" date with respect to the issuance or
distribution requiring such computation. For purposes of this paragraph, the
term "ex" date, when used with respect to any issuance or distribution, means
the first date on which the Common Stock trades regular way in the applicable
securities market or on the applicable securities exchange without the right to
receive such issuance or distribution.

         (10) No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(10)) would require an increase or decrease of at least 1.0% in the Conversion
Rate; provided, however, that any adjustments which by reason of this paragraph
(10) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations under this paragraph (10) shall
be made to the nearest whole cent.

                                      -12-

         (11) The Company may make such increases in the Conversion Rate, in
addition to those required by this Section 2.5, as it considers to be advisable
in order to avoid or diminish any income tax to any holders of shares of Common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons. The Company shall have the
power to resolve any ambiguity or correct any error in this paragraph (11) and
its actions in so doing shall be final and conclusive.

         (12) To the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least 20 days, the increase is irrevocable during such period,
and the Board of Directors shall have made a determination that such increase
would be in the best interests of the Company, which determination shall be
conclusive. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall give notice of the increase to the Holders in the
manner provided for in Section 10.2 of the Indenture at least 15 days prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in effect.

         (13) In the event that this Article 2 requires adjustments to the
Conversion Rate under more than one of Sections 2.5(1), 2.5(2), 2.5(4) or 2.5(5)
hereof, and the record dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of Section 2.5(4), second, the provisions of
Section 2.5(5), third, the provisions of Section 2.5(1) and, fourth, the
provisions of Section 2.5(2). After an adjustment to the Conversion Rate under
this Article 2, any subsequent event requiring an adjustment under this Article
2 shall cause an adjustment to the Conversion Rate as so adjusted. Whenever
successive adjustments to the Conversion Rate are called for pursuant to this
Article 2, such adjustments shall be made to the provisions of Section 2.5(9)
hereof as may be necessary or appropriate to effectuate the intent of this
Article 2 and to avoid unjust or inequitable results as determined in good faith
by the Board of Directors.

         Section 2.6    Notice of Adjustments of Conversion Rate.

         Whenever the Conversion Rate is adjusted as herein provided: (a) the
Company shall compute the adjusted Conversion Rate in accordance with Section
2.5 hereof and shall prepare an Officers' Certificate, one of the signatories of
which shall be the Treasurer or Chief Financial Officer of the Company, setting
forth the adjusted Conversion Rate (certified by the Company's independent
public accountants or other certified public accountant) and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Trustee at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section 2.3
hereof; and (b) a notice stating that the Conversion Rate has been adjusted and
setting forth the adjusted Conversion Rate shall forthwith be required, and as
soon as practicable after it is required, such notice shall be given by the

                                      -13-

Company to the Trustee and all Holders in the manner provided for in Section
10.2 of the Indenture. The Trustee shall not be deemed to have notice of any
change in the Conversion Rate unless and until it receives the Officers'
Certificate provided for in the foregoing clause (a) setting forth such change.

         Section 2.7    Notice of Certain Corporate Action.

         In case:

         (a) the Company shall declare a dividend or make any other distribution
that would require any adjustment pursuant to Section 2.5 hereof;

         (b) the Company shall authorize the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any other rights;

         (c) of any reclassification of the Common Stock of the Company, or of
any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required or that is otherwise
subject to Section 2.12 hereof, or of the conveyance, lease, sale or transfer of
all or substantially all of the assets of the Company; or

         (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company,

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 2.4 hereof, and
shall cause to be mailed to all Holders at their last addresses as they shall
appear in the register for the Securities, at least 20 days prior to the
applicable record or effective date hereinafter specified, a notice (which
notice shall also be sent by release to Reuters Economic Services and Bloomberg
Business News as set forth in Section 10.2 of the Indenture) stating (x) the
date on which a record is to be taken for the purpose of such dividend,
distribution, rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, share exchange,
conveyance, lease, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, conveyance, lease,
sale, transfer, dissolution, liquidation or winding up. Neither the failure to
give such notice nor any defect therein shall affect the legality or validity of
the proceedings described in clauses (a) through (d) of this Section 2.7. If at
the time the Trustee shall not be the conversion agent, a copy of such notice
shall also forthwith be filed by the Company with the Trustee. The Company shall
cause to be filed

                                      -14-

at the Corporate Trust Office and each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 2.4 of the Indenture, and
shall cause to be provided to all Holders in accordance with Section 10.2 of the
Indenture, notice of any tender offer by the Company or any Subsidiary for all
or any portion of the Common Stock at or about the time that such notice of
tender offer is provided to the public generally.

         Section 2.8    Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Notes.

         Section 2.9    Taxes on Conversions.

         The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Notes
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Note or Notes to be converted, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company the
amount of any such tax, or has established to the satisfaction of the Company
that such tax has been paid.

         Section 2.10    Covenant as to Common Stock.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue be fully paid and nonassessable
and, except as provided in Section 2.9 hereof, the Company will pay all taxes,
liens and charges with respect to the issue thereof.

         The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the issuance and delivery of shares of Common Stock
upon conversion of Notes, if any, and will use its best efforts to list or cause
to have quoted all such shares of Common Stock on each United States national
securities exchange or over-the-counter or other domestic market on which the
Common Stock is then listed or quoted.

         Section 2.11    Cancellation of Converted Securities.

         All Notes delivered for conversion shall be delivered to the Trustee to
be canceled by or at the direction of the Trustee, which shall dispose of the
same as provided in Section 2.12 of the Indenture.

                                      -15-

         Section 2.12    Provisions in Case of Consolidation, Merger or Sale of
Assets.

         In the case of (i) any reclassification or change of the outstanding
shares of Common Stock (other than a subdivision or combination to which
paragraph (3) of Section 2.5 applies), (ii) any consolidation, merger or
combination of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Note shall be convertible
into the kind and amount of shares of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided, however, that, if the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised (a
"nonelecting share"), then for the purposes of this Section 2.12, the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 2.

         The Company shall cause notice of the execution of such supplemental
indenture to be given to each Holder in the manner provided for in Section 10.2
of the Indenture. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

         The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances. If this Section 2.12 applies to any event or occurrence,
paragraph (5) of Section 2.5 shall not apply.

                                      -16-

         Section 2.13    Right of Holders to Convert.

         The limitations set forth in Section 6.6 of the Indenture shall not
apply to the right of a Holder to bring a suit for the enforcement of such
Holder's right to convert Notes pursuant to this Article 2.

                                   ARTICLE 3.

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

         Pursuant to Section 2.2(8) of the Indenture, so long as any of the
Notes are outstanding, the following provisions shall be applicable to the
Notes:

         Section 3.1    Repurchase at Option of Holders upon Change of Control.

         (a) Upon the occurrence of a Change of Control (the date of such
occurrence, the "Change of Control Date"), the Company shall notify the Holders
of the Notes in writing of such occurrence in accordance with paragraph (b)
below, 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, but not
less than all, of the then outstanding Notes at a purchase price in cash equal
to 100% 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 (a "Change of Control Notice")
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 (and shall also be given by release made to Reuters Economic Services and
Bloomberg Business News as provided in Section 10.2 of the Indenture). 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 Business Day
prior to the Change of Control Purchase Date. The Change of Control 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 3.1 and that any portion of the principal amount of Notes
         that is equal to $1,000 or an integral multiple thereof, validly
         tendered into the Change of Control Offer and not withdrawn, will be
         accepted for payment;

                                       -17-

                  (ii) the cash 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 (in the Borough of Manhattan, The City
         of New York) specified in the Change of Control Notice prior to 5:00
         p.m., New York City time, on the Business Day prior to 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 Business Day prior to the Change of Control
         Purchase Date, a 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 4.2 of the Indenture), 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 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.

                                       -18-

         (c) To exercise a repurchase right pursuant to this Section 3.1, a
Holder shall deliver to the Trustee a written notice (a "Repurchase Notice") of
such Holder's exercise of such right, in accordance with the terms and
conditions set forth in the Change of Control Notice. Upon receipt by the
Trustee of a Repurchase Notice, the Holder of the Note in respect of which such
Repurchase Notice was given shall (unless such Purchase Notice or Repurchase
Notice is withdrawn) thereafter be entitled to receive solely the Change of
Control Purchase Price with respect to such Note. Notes in respect of which a
Repurchase Notice has been given by the Holder thereof may not be converted into
shares of Common Stock on or after the date of the delivery of such Repurchase
Notice, unless such Repurchase Notice has first been validly withdrawn in the
manner provided for in the foregoing paragraph (b)(vi) (unless the Company has
defaulted in the payment of the Change of Control Purchase Price).

         (d) 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 (no later than 10:00 A.M.
         EST on the Change of Control Purchase Date) 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 to the Notes surrendered; provided,
however, 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 validly
tendered and not accepted by the Company 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.

         (e) 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.

                                      -19-

         Section 3.2    Certain Definitions.

         For purposes of this Article 3:

         (1) the term "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 the Company;
         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 ability by voting power, contract or otherwise
         to elect or designate for election a majority of the board of directors
         of the Company;

                  (b) the Company 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, in any such event pursuant to a transaction in which the
         outstanding Voting Stock of the Company is converted into or exchanged
         for cash, securities or other property, other than any such transaction
         where (i) the Voting Stock of the Company is converted into or
         exchanged for Voting Stock (other than Disqualified Capital Stock) of
         the surviving or transferee corporation 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 the Company (together with any new directors whose
         election by such board of directors or whose nomination for election by
         the stockholders of the Company

                                      -20-

         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 the Company then in office; or

                  (d) the Company is liquidated or dissolved or adopts a plan of
         liquidation;

         (2) the term "Permitted Holders" means:

                  (a) any of Charles W. Lamar, III and Kevin P. Reilly, Sr.,
         members of their immediate families or any lineal descendant of any of
         those persons and the immediate families of any lineal descendant of
         those persons;

                  (b) any trust, to the extent it is for the benefit of any of
         the persons listed under (a) above; or

                  (c) any person, entity or group of persons controlled by any
         of the persons listed under (a) or (b) above; and

         (3) the term "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 governing body of such Person.

         (4) the term "Disqualified Capital Stock" means any Capital Stock
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), or
upon the 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 Stated Maturity of the
Notes, for cash or securities constituting Indebtedness.

                                   ARTICLE 4.

                                EVENTS OF DEFAULT

         Section 4.1    Additional Events of Default.

         Pursuant to Sections 2.2 (18) and 6.1(8) of the Indenture, so long as
any of the Notes are outstanding, the following shall be an Event of Default
with respect to the Notes, in addition to the Events of Default contained in
Section 6.1 of the Indenture:

                                      -21-

                  (1) The Company fails to give a Change of Control Notice in
         accordance with Section 3.1(b) hereof, or defaults in the payment of
         the Change of Control Purchase Price.

                  (2) The Company fails to convert any portion of the principal
         amount of a Note following the exercise by the Holder of such Note of
         the right to convert such Note into Common Stock pursuant to and in
         accordance with Article 2 hereof.

                                   ARTICLE 5.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 5.1    With Consent of Holders.

         Pursuant to Sections 2.2 (and subject to Section 8.4) of the Indenture,
so long as any of the Notes are outstanding, without the consent of each
Securityholder affected, an amendment, supplement or waiver, including a waiver
pursuant to Section 6.4 of the Indenture, may not (in addition to the events
described in paragraphs (1) through (9) of the Indenture):

                  (1) make any change that impairs or adversely affects the
         right to convert any Security into Common Stock;

                  (2) impair or adversely affect the right of a Holder to
         institute suit for the enforcement of any payment with respect to, or
         conversion of, the Notes;

                  (3) make any change that adversely affects the right to
         require the Company to repurchase the Notes upon a Change of Control
         pursuant to and in accordance with Article 3 hereof; or

                  (4) reduce or impair or adversely affect the right of a Holder
         to receive the Change of Control Purchase Price.

                                   ARTICLE 6.

                                  MISCELLANEOUS

         Section 6.1    Application of First Supplemental Indenture.

         Each and every term and condition contained in the First Supplemental
Indenture that modifies, amends or supplements the terms and conditions of the
Indenture shall apply only to the Notes created hereby and not to any future
series of Notes established under the Indenture. Except as specifically amended
and supplemented by, or to the extent inconsistent with, this First Supplemental
Indenture, the Indenture shall remain in full force and effect and is hereby
ratified and confirmed.

                                      -22-

         Section 6.2    Effective Date.

         This First Supplemental Indenture shall be effective as of the date
first above written and upon the execution and delivery hereof by each of the
parties hereto.

         Section 6.3    Counterparts.

         This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                      -23-

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first above written.

                                                       LAMAR ADVERTISING COMPANY

                                                       By:
                                                           ---------------------
                                                           Name:
                                                           Title:

Attest:

- ------------------------------
Name:
Title:

                                                      WACHOVIA BANK OF DELAWARE,
                                                       NATIONAL ASSOCIATION,
                                                       as Trustee

                                                      By:
                                                          ----------------------
                                                          Name:
                                                          Title:

Attest:

- ------------------------------
Name:
Title:

                                      -24-

STATE OF NEW YORK                   )
                                    ) ss:
COUNTY OF NEW YORK                  )

         On the ___ day of _____________, ____, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is the _______________ of ________________________________, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by authority
of the Board of Directors.

                                                 _______________________________

                                      -25-

                                                                       Exhibit A
                                                                       ---------
                             [FORM OF FACE OF NOTE]

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC "), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                            LAMAR ADVERTISING COMPANY

                        2-7/8% CONVERTIBLE NOTE DUE 2010

No.                                                   $
   --------------                                      -------------------------

CUSIP No. 512815AG6

         LAMAR ADVERTISING COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter defined), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $_________ (_______________ Dollars) on December 31, 2010, and
to pay interest thereon from June 16, 2003 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on June 30 and December 31 in each year, commencing December 31, 2003, at the
rate of 2-7/8% per annum, until the principal hereof is paid or made available
for payment.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note is registered at the close of business on the
regular record date for such interest, which shall be the 15th of June or 15th
of December, as the case may be, next preceding such Interest Payment Date or,
if such record date is not a Business Day, at the close of business of the
immediately succeeding Business Day. A "Business Day" shall mean any day other
than a Saturday, Sunday, a federally recognized holiday or a day on which
banking institutions are not authorized or required by law or executive order to
be open in the State of New York. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
regular record date and shall be paid to the Person in whose name this Note is
registered at the close of business 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 Holder, 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.

         Payments of principal of and interest on this Note and any additional
payments due hereunder shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
State of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.
Interest may, at the option of the Company, be paid either (i) by check mailed
to the registered address of the Person entitled thereto; provided, however,
that a Holder of Notes with an aggregate principal amount in excess of
$2,000,000 shall, at the written election (timely made and containing
appropriate wire transfer information) of such Holder, be paid by wire transfer
of immediately available funds or (ii) by transfer to an account maintained by
such Person located in the United States; provided, however, that payment to the
Depositary will be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an authenticating agent
appointed by the Company, by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                                       -2-

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and delivered under its corporate seal.

Dated:
                                                LAMAR ADVERTISING COMPANY

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

         This is one of the Securities of the Series designated therein referred
to in the within-mentioned Indenture.

Dated:

                                                WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION, as Trustee

                                                By:
                                                    ----------------------------
                                                        Authorized Signatory

                                       -3-

                            [FORM OF REVERSE OF NOTE]

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of June 16, 2003 (as supplemented by a First
Supplemental Indenture, dated as of June 16, 2003, the "Indenture"), between the
Company and Wachovia Bank of Delaware, National Association, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as "2-7/8% Convertible Notes due
2010", limited in aggregate principal amount to $287,500,000. All terms used in
this Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

         No sinking fund is provided for the Notes.

         Subject to and upon compliance with the provisions of the Indenture,
any Note (or any portion of the principal amount thereof which is $1,000 or an
integral multiple of $1,000) that has not previously been repurchased, is
convertible at the option of the Holder thereof, at any time following the
original issue date of the Notes and on or before the close of business on the
Stated Maturity into fully paid and nonassessable shares of Class A common stock
of the Company, $0.001 par value per share (the "Common Stock"), at an initial
conversion rate (calculated to the nearest 1/100 of a share) of 19.4148 shares
of Common Stock for each $1,000 principal amount of Note, or at the current
adjusted conversion rate if an adjustment has been made as provided in the
Indenture. A Note or portion thereof in respect of which the Holder has
delivered a Repurchase Notice may be converted only if such notice is withdrawn
in accordance with the terms of the Indenture, unless the Company has defaulted
in the payment of the Change of Control Purchase Price. To convert this Note the
Holder must (a) complete and manually sign the Conversion Notice or a facsimile
of the Conversion Notice on the back of the Note and deliver such notice to the
Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by the Registrar or
the Conversion Agent, (d) pay any transfer or similar tax, if required and (e)
if required, pay funds equal to the interest payable on the next interest
payment date. In the case of a Global Note, the Conversion Notice shall be
completed by a DTC participant on behalf of the beneficial holder. Notes
surrendered for conversion during the period from the close of business on any
Record Date immediately preceding any Interest Payment Date to the opening of
business on such Interest Payment Date shall be accompanied by payment in
immediately available funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion; provided, however,
that no such payment need be made if (1) we have specified a repurchase date
following a Change of Control that is during such period or (2) only to the
extent of overdue interest, any overdue interest exists at the time of
conversion with respect to such note. No payment or adjustment shall be made
upon any conversion on account of any interest accrued hereon from the Interest
Payment Date immediately preceding the day of conversion, or on account of any
dividends on the

                                       -4-

Common Stock issued on conversion hereof. In addition, the Holders shall not be
entitled to receive any dividends payable to holders of Common Stock as of any
record date before the close of business on the applicable conversion date. No
fractional shares will be issued on conversion, but instead of any fractional
interest (calculated to the nearest 1/100th of a share) the Company shall pay a
cash adjustment as provided in the Indenture.

         The Indenture provides that in the event of (i) certain types of
reclassification or changes of the outstanding shares of Common Stock, (ii) any
consolidation, merger or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of the Company to any other
Person as a result of which holders of Common Stock shall be entitled to receive
stock, other securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock, then the Company or the
successor or purchasing Person, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that this Note shall be convertible into the kind and amount of shares
of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Note (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock are available to convert
all such Notes) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance (provided, however, that, if the kind or amount
of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised (a
"nonelecting share"), the kind and amount of stock, other securities or other
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).

         Upon the occurrence of a Change of Control, the Company shall notify
the Holders of the Notes of such occurrence by delivering a Change of Control
Notice, and shall make a Change of Control Offer, and shall purchase, on a
Business Day not more than 60 nor less than 30 days following the Change of
Control Date (a "Change of Control Purchase Date") all, but not less than all,
of the then outstanding Notes at a purchase price in cash equal to 100% of the
principal amount thereof plus accrued interest, if any, to the Change of Control
Purchase Date (the "Change of Control Purchase Price"). 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 Business Day prior to the Change
of Control Purchase Date. To exercise its repurchase right, a Holder shall
deliver to the Trustee a written a Repurchase Notice, in accordance with the
terms and conditions set forth in the Change of Control Notice. Upon receipt by
the Trustee of a Repurchase Notice, the Holder of the Note in respect of which
such Repurchase Notice was given shall (unless such Repurchase Notice is
withdrawn) thereafter be entitled to receive solely the

                                       -5-

Change of Control Purchase Price with respect to such Note and, unless the
Company has defaulted in the payment of the Change of Control 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. 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 Business Day prior to the
Change of Control Purchase Date. Notes in respect of which a Repurchase Notice
has been given by the Holder thereof may not be converted into shares of Common
Stock on or after the date of the delivery of such Repurchase Notice, unless
such Repurchase Notice has first been validly withdrawn in the manner provided
for in the Indenture (unless the Company has defaulted in the payment of the
Change of Control Purchase Price). 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 (in the Borough of Manhattan, The City of New
York) specified in the Change of Control Notice prior to 5:00 p.m., New York
City time, on the Business Day prior to 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. Any portion of the
principal amount of Notes that is equal to $1,000 or an integral multiple
thereof, validly tendered into the Change of Control Offer and not withdrawn,
will be accepted for payment.

         In the event of repurchase or conversion of this Note in part only, a
new Note or Notes for the unrepurchased or unconverted portion hereof will be
issued in the name of the Holder hereof upon the cancellation thereof.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of no less than a
majority in principal amount of the Notes at the time outstanding, on behalf of
the Holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note or such other Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the outstanding Notes shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
the outstanding Notes a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice,

                                       -6-

request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or interest hereon on or after the respective due dates
expressed herein or for the enforcement of the right to convert this Note as
provided in the Indenture.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency, herein prescribed or to
convert this Note as provided in the Indenture.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the security register
maintained by the Registrar, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the principal
of and any interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees by the Registrar.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to recover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentation of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name Note is registered, as the owner thereof for all
purposes, whether or not such Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         A director, officer, employee, stockholder or incorporation, as such,
of the Company shall not have any liability (except in the case of bad faith or
willful misconduct) for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creations. Each Holder 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.

         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.

                                       -7-

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                           

         TEN COM                              -        as tenants in common

         TEN ENT                              -        as tenants by the entireties (Cust)

         JT TEN                               -        as joint tenants with right of survivorship and not as tenants
                                                       in common

         UNIF GIFT MIN ACT                    -        Uniform Gifts to Minors Act

         Additional abbreviations may also be used though not in the above list.

                                       -8-

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE
                            UPON A CHANGE OF CONTROL

         (1) Pursuant to Article 3 of the First Supplemental Indenture dated
June 16, 2003 to the Indenture, the undersigned hereby acknowledges receipt of a
notice from the Company of a Change of Control Offer and requests and instructs
the Company to repurchase this Note, or the portion hereof (which is $1,000 in
principal amount or an integral multiple of $1,000) below designated, as of the
Change of Control Purchase Date pursuant to the terms and conditions specified
in such Article 3.

         (2) The undersigned hereby directs the Trustee or the Company to pay to
the undersigned an amount in cash equal to 100% of the principal amount to be
repurchased (as set forth below), plus interest accrued to the Change of Control
Purchase Date, as provided in the Indenture.

         (3) The undersigned elects (check one):

             [ ]  to withdraw this notice with respect to the following Notes:

                  Principal amount:  _________________________________________

                  Certificate numbers: _______________________________________

             [ ]  to receive cash in respect of the entire Change of Control
         Purchase Price with respect to the Notes that are subject to this
         notice.

Notice: If the Holder fails to make an election, the Holder shall be deemed to
have elected to receive cash in respect of the entire Change of Control Purchase
Price for all Notes subject to this notice.

Dated: __________________

                                             ___________________________________

                                             ___________________________________
                                                        Signature(s)

                                    Signature(s) must be guaranteed by an
                                    Eligible Guarantor Institution with
                                    membership in an approved signature
                                    guarantee program pursuant to Rule 17Ad-15
                                    under the Securities Exchange Act of 1934.

                                    ____________________________________________
                                    Signature Guaranteed

                                       -9-

                                    Security certificate number:

                                    Principal amount to be repurchased (if less
                                    than all):
                                    $________________

                                    Remaining principal amount after repurchase:
                                    $__________________

                                    ___________________________________________
                                    Social Security or Other Taxpayer
                                    Identification Number

                                      -10-

                                CONVERSION NOTICE

         The undersigned Holder of this Note hereby irrevocably exercises the
option to convert this Note, or any portion of the principal amount hereof
(which is $1,000 in principal amount or an integral multiple of $1,000), below
designated, into shares of Class A common stock of Lamar Advertising Company,
$0.001 par value per share (the "Common Stock"), in accordance with the terms of
the Indenture referred to in this Note, and directs that such shares, together
with a check in payment for any fractional share and any Notes representing any
unconverted principal amount hereof, be issued and delivered to and be
registered in the name of the undersigned unless a different name has been
indicated below. If shares of Common Stock or any portion of this Note not
converted are to be registered in the name of a Person other than the
undersigned, (a) the undersigned will pay all transfer taxes payable with
respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor
Institution with membership in an approved signature guarantee program pursuant
to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Dated: ___________________________

                                               _________________________________

                                               _________________________________
                                                          Signature(s)

If shares or Notes are to be registered in the name of a Person other than the
Holder, please print such Person's name and address:

_________________________________
              Name

_________________________________
              Address

_________________________________
Social Security or Other Taxpayer
Identification Number

_________________________________
[Signature Guaranteed]

                                      -11-

If only a portion of the Notes is to be converted, please indicate:

         Section 6.4    1.    Principal amount to be converted:

                    $ ____________________

         Section 6.5    2.    Principal amount and denomination of Notes
representing unconverted principal amount to be issued:

                    $ ____________________

                                      -12-

                               FORM OF ASSIGNMENT

For value received ________________ hereby sell(s), assign(s) and transfer(s)
unto ________________ [also insert social security or other identifying number
of assignee] the within Note, and hereby irrevocably constitutes and appoints
____________________ as attorney to transfer the said Note on the books of the
Company, with full power of substitution in the premises.

Dated:____________________________

                                    ____________________________________________

                                    ____________________________________________
                                    Signature(s)

                                    Signature(s) must be guaranteed by an
                                    Eligible Guarantor Institution with
                                    membership in an approved signature
                                    guarantee program pursuant to Rule 17Ad-15
                                    under the Securities Exchange Act of 1934.

                                      -13-

                               PALMER & DODGE LLP
                              111 Huntington Ave.
                                Boston, MA 02199

June 13, 2003

Lamar Advertising Company
555 Corporate Boulevard
Baton Rouge, Louisiana 70808

Re:   2 7/8% Convertible Notes due 2010

Dear Ladies and Gentlemen:

      Reference is made to our opinion dated October 19, 2000 and included as
Exhibit 5.1 to the Registration Statement on Form S-3 (File No. 333-48288) (the
"Registration Statement") filed on October 20, 2000, by Lamar Advertising
Company (the "Company"), a Delaware corporation, with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). We are rendering this supplemental opinion in
connection with the prospectus supplement to the Registration Statement (the
"Prospectus Supplement") dated June 10, 2003 filed by the Company with the
Commission pursuant to Rule 424 under the Securities Act. The Prospectus
Supplement relates to the offering by the Company of up to $287,500,000
aggregate principal amount of 2 7/8% Convertible Notes due 2010 (the "Notes"),
which Notes are covered by the Registration Statement. The Notes are to be
issued pursuant to an Indenture as supplemented (the "Indenture") between the
Company and Wachovia Bank of Delaware, National Association, as trustee (the
"Trustee"), the form of which was filed as an exhibit to the Registration
Statement. We understand that the Notes are to be offered and sold in the manner
described in the Prospectus Supplement.

      We have acted as your counsel in connection with the preparation of the
Registration Statement and the Prospectus Supplement. We are familiar with the
proceedings of the Board of Directors of the Company in connection with the
authorization, issuance and sale of the Notes. We have made such examination as
we consider necessary to render this opinion.

      In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.

      The Notes and the Indenture are governed by the laws of the State of New
York and, therefore, in rendering our opinion as to the validity, binding effect
and enforceability of the Notes, we have relied upon the opinion of Cahill
Gordon & Reindel LLP with respect to matters of New York law. Except to the
extent of such reliance, the opinions rendered herein are limited to the laws of
the Commonwealth of Massachusetts, the Delaware General Corporation Law
(including  the

Lamar Advertising Company
June 13, 2003
Page 2

applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws) and the federal laws of the United States.

      Based upon the foregoing, we are of the opinion that:

      1. The Company is validly existing as a corporation and in good standing
under the laws of the State of Delaware and has the corporate power to execute
and deliver the Notes and the Indenture and to perform its obligations
thereunder.

      2. The Notes have been duly authorized by all necessary corporate action
of the Company, and upon the due execution and delivery of the Indenture by the
Company and the Trustee and the due execution, authentication and delivery of
the Notes in accordance with the Indenture against payment therefor as
contemplated by the Registration Statement and the Prospectus Supplement, the
Notes will be valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms.

      3. The shares of Class A Common Stock issuable upon conversion of the
Notes have been duly authorized, and when issued upon conversion of the Notes in
accordance with the terms of the Indenture and the Notes, will be validly
issued, fully paid and nonassessable.

      The foregoing opinions are subject to: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors and (ii) general principles of equity (whether considered in a
proceeding in equity or at law).

      To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture will
be duly authorized, executed and delivered by the Trustee and will constitute
the valid and binding obligation of the Trustee enforceable against the Trustee
in accordance with its terms; that the Trustee will be in compliance, with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

      We hereby consent to the filing of this opinion as part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement.

Very truly yours,

/s/ Palmer & Dodge LLP

PALMER & DODGE LLP

                                                                     Exhibit 5.5

                          Cahill Gordon & Reindel LLP
                               Eighty Pine Street
                           New York, N.Y. 10005-1702

                                                                   June 13, 2003

Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808

                       Re:   2-7/8% Convertible Notes due 2010

Ladies and Gentlemen:

            You have requested us to provide you with our legal opinion under
New York law as New York lawyers in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $287,500,000 aggregate
principal amount of 2-7/8% Convertible Notes due 2010 (the "Securities") of
Lamar Advertising Company, a Delaware corporation (the "Company"). We understand
that Palmer & Dodge LLP has acted as counsel to the Company in connection with
the proposed issuance of the Securities.

            We have examined such corporate records, documents, certificates and
instruments as we deemed necessary and appropriate to enable us to render the
opinion expressed below.

            Upon the basis of such examination, we advise you that, in our
opinion, when the Indenture to be dated as of June 16, 2003 between the Company
and Wachovia Bank of Delaware, National Association, as trustee (the "Trustee")
and the Supplemental Indenture to be dated as of June 16, 2003 between the
Company and the Trustee relating to the Securities have been duly authorized,
executed and delivered, and the Securities have been duly authorized, executed
and authenticated in accordance with such Indenture and such Supplemental
Indenture and issued and sold as contemplated in the Registration Statement
(File No. 333-48288) relating to the Securities, and the Prospectus Supplement,
dated June 10, 2003, relating to the Securities, filed under the Act on June 11,
2003, the Securities will constitute valid and legally binding obligations of
the Company, entitled to the benefits of such Indenture and such Supplemental
Indenture and enforceable in accordance with their terms, except that (a) the
enforceability thereof may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or conveyance or other

                                      -2-

similar laws now or hereafter in effect relating to or affecting creditors'
rights and remedies generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought.

            In rendering the opinions set forth above, we express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York. In
rendering the foregoing opinions, we have assumed that the Securities are the
valid and legally binding obligations of the Company under the applicable laws
of each such entity's jurisdiction of incorporation or organization, as the case
may be. You have advised us that you have received an opinion from Palmer &
Dodge LLP to the effect that the Securities have been duly authorized by, and
will be valid and binding obligations of, the Company under the applicable laws
of the Company's jurisdiction of incorporation.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the limited reference of our firm under the
caption "Legal Matters" in the Registration Statement and the prospectus forming
a part thereof. Our consent to such reference does not constitute a consent
under Section 7 of the Act and in consenting to such reference you acknowledge
that we have not reviewed and that we have not certified as to any part of the
Registration Statement and that we do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
regulations of the Securities and Exchange Commission thereunder.

                                                Very truly yours,

                                                /s/ Cahill Gordon & Reindel LLP

                                                                    EXHIBIT 25.2

                                                      Registration No. 333-48288

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                   OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                 Wachovia Bank of Delaware, National Association
               (Exact name of trustee as specified in its charter)

                            United States of America
   (Jurisdiction of incorporation or organization if not a U.S. national bank)

                                   22-1147033
                     (I.R.S. Employer Identification Number)

                               One Wachovia Center
                            301 South College Street
                            Charlotte, North Carolina
                    (Address of principal executive offices)

                                      28288
                                   (Zip code)

                                Brian K. Justice
                 Wachovia Bank of Delaware, National Association
                        9300 Shelbyville Road, Suite 507
                              Louisville, KY 40222
                                  (502)423-7512
            (Name, address and telephone number of agent for service)

                            Lamar Advertising Company
               (Exact name of obligor as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   72-1449411
                      (I.R.S. Employer Identification No.)

                            5551 Corporate Boulevard
                             Baton Rouge, Louisiana
                                 (225) 926-1000
                    (Address of principal executive offices)

                                      70808
                                   (Zip code)

                        2.875% Convertible Notes due 2013
                       (Title of the indenture securities)

Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:

      a.    Name and address of each examining or supervising authority to which
it is subject.

                  NAME                                 ADDRESS
                                                
      Board of Governors of the Federal            Washington, D.C.

      Reserve System

      Comptroller of the Currency                  Washington, D.C.

      Federal Deposit Insurance                    Washington, D.C.
      Corporation

      b.    Whether it is authorized to exercise corporate trust powers.

      The Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.

      The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)

Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as
to each class of voting securities of the trustee:

      As of_________(Insert date within 31 days).

            COL. A COL. B
            TITLE OF CLASS        AMOUNT OUTSTANDING

      None

Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:

      a.    Title of the securities outstanding under each such other indenture.

            Not Applicable.

      b.    A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.

            Not Applicable.

                                       2

Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor of any underwriter for the obligor, identify each
such person having any such connection and state the nature of each such
connection.

      Not Applicable - see answer to Item 13.

Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor.

      As of _________ (Insert date within 31 days).

                                                         COL. D
                                       COL. C            PERCENTAGE OF VOTING SECURITIES
COL. A             COL. B              AMOUNT OWNED      REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER      TITLE OF CLASS      BENEFICIALLY      IN COL. C

      Not Applicable - see answer to Item 13.

Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS. Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:

      As of _________ (Insert date within 31 days).

                                                         COL. D
                                       COL. C            PERCENTAGE OF VOTING SECURITIES
COL. A             COL. B              AMOUNT OWNED      REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER      TITLE OF CLASS      BENEFICIALLY      IN COL. C

      Not Applicable - see answer to Item 13.

Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:

      As of _________ (Insert date within 31 days).

                                                COL. C
                                                AMOUNT OWNED                COL.
                    COL. B                      BENEFICIALLY OR             PERCENT OF CLASS
                    WHETHER THE SECURITIES      HELD AS COLLATERAL          REPRESENTED BY
COL. A              ARE VOTING OR               SECURITY FOR                AMOUNT GIVEN

                                       3

TITLE OF CLASS      NONVOTING SECURITIES        OBLIGATIONS IN DEFAULT IN COL. C

      Not Applicable - see answer to Item 13.

Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee
owns beneficially or hold as collateral security for obligations in default any
securities of an underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of which are so owned or
held by the trustee:

      As of _________ (Insert date within 31 days).

                                         COL. C                         COL. D
                                         AMOUNT OWNED BENEFICIALLY      PERCENT OF CLASS
COL. A                  COL. B           OR HELD AS COLLATERAL          REPRESENTED BY
TITLE OF ISSUER         AMOUNT           SECURITY FOR OBLIGATIONS       AMOUNT GIVEN
AND TITLE OF CLASS      OUTSTANDING      IN DEFAULT BY TRUSTEE          IN COL. C

      Not Applicable - see answer to Item 13.

Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially
or holds as collateral security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the voting
securities of such person:

      As of _________ (Insert date within 31 days).

                                         COL. C                         COL. D
                                         AMOUNT OWNED BENEFICIALLY      PERCENT OF CLASS
COL. A                  COL. B           OR HELD AS COLLATERAL          REPRESENTED BY
TITLE OF ISSUER         AMOUNT           SECURITY FOR OBLIGATIONS       AMOUNT GIVEN
AND TITLE OF CLASS      OUTSTANDING      IN DEFAULT BY TRUSTEE          IN COL. C

      Not Applicable - see answer to Item 13.

Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor. If the
trustee owns beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge of the trustee, owns 50
percent or more of the voting securities of the obligor, furnish the

                                       4

following information as to each class of securities of such person any of which
are so owned or held by the trustee:

      As of _________ (Insert date within 31 days).

                                         COL. C                         COL. D
                                         AMOUNT OWNED BENEFICIALLY      PERCENT OF CLASS
COL. A                  COL. B           OR HELD AS COLLATERAL          REPRESENTED BY
TITLE OF ISSUER         AMOUNT           SECURITY FOR OBLIGATIONS       AMOUNT GIVEN
AND TITLE OF CLASS      OUTSTANDING      IN DEFAULT BY TRUSTEE          IN COL. C

      Not Applicable - See answer to Item 13.

Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the following
information:

      As of _________ (Insert date within 31 days).

COL. A                      COL. B                  COL. C
NATURE OF INDEBTEDNESS      AMOUNT OUTSTANDING      DATE DUE

      Not Applicable - See answer to Item 13.

Item 13. Defaults by the Obligor.

a.    State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

                                      None.

b.    If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.

                                      None.

Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate
of the trustee, describe each such affiliation.

                                 Not Applicable.

Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.

                                 Not Applicable.

                                       5

Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
statement of eligibility.

            1.    Articles of Association of Wachovia Bank of Delaware, National
                  Association as now in effect.

            2.    Certificate of Authority of the trustee to commence business.

            3.    Copy of the authorization of the trustee to exercise corporate
                  trust powers.

            4.    Existing bylaws of the trustee.

            5.    Not Applicable.

            6.    The consent of the trustee required by Section 321(b) of the
                  Act.

            7.    A copy of the latest report of condition of the trustee
                  published pursuant to law or the requirements of its
                  supervising or examining authority.*

            8.    Not Applicable.

            9.    Not Applicable.

- ------------------------

      *     This report is available over the Internet at the website of the
Federal Deposit Insurance Corporation and this report as therein contained is
incorporated herein by reference. This website is located at
HTTP://WWW3.FDIC.GOV/IDASP/MAIN.ASP. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA
CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND"
FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE
CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE
"GENERATE REPORT" FIELD.

                                     NOTES:

      Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank
holding company; all of the voting securities of the trustee are held by
Wachovia Corporation.

                                       6

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Wachovia Bank of Delaware, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the city of
Louisville, and State of Kentucky, on the 13th day of June , 2003.

                                WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
                                                   (Trustee)

                                       By:    /s/ Brian K. Justice
                                           -----------------------------------
                                              Brian K. Justice, Vice President
                                                     (Name and Title)

                                       7

Form T-1  EXHIBIT 1                                            Charter No. 22559

                 WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

AMENDED AND RESTATED

                             ARTICLES OF ASSOCIATION

      For the purpose of organizing an association to carry on the business of
banking under the laws of the United States, the undersigned do enter into the
following Articles of Association:

      FIRST. The title of the association shall be WACHOVIA BANK OF DELAWARE,
NATIONAL ASSOCIATION.

      SECOND. The main office of the association shall be in Wilmington,
Delaware. The general business of the association shall be conducted at its main
office, its branches and its loan production offices.

      THIRD. The Board of Directors of this association shall consist of not
less than five nor more than twenty-five shareholders, the exact number to be
fixed and determined from time to time by resolution of a majority of the full
Board of Directors or by resolution of the stockholders at any annual or special
meeting thereof. Each director, during the full term of his directorship, shall
own a minimum of $1,000 aggregate par value of stock of this association or a
minimum par market value or equity interest of $1,000 of stock in the bank
holding company controlling this association. Any vacancy in the Board of
Directors may be filled by action of the Board of Directors.

      FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
Board of Directors may designate, on the day of each year specified thereby in
the bylaws, but if no election is held on that day, it may be held on any
subsequent day according to such lawful rules as may be prescribed by the Board
of Directors.

            Nominations for election to the Board of Directors may be made by
the Board of Directors or by any stockholder of any outstanding class of capital
stock of the bank entitled to vote for election of directors. Nominations other
than those made by or on behalf of the existing bank management shall be made in
writing and be delivered or mailed to the president of the bank, not less than
14 days nor more than 50 days prior to any meeting of stockholders called for
the election of directors, provided, however, that if less than 21 days notice
of the meeting is given to stockholders, such nomination shall be mailed or
delivered to the president of the bank not later than the close of business on
the seventh day following the day on which the notice of meeting was mailed.

                                       8

            Such notification shall contain the following information to the
extent known to the notifying stockholder:

                  -     The name and address of each proposed nominee.

                  -     The principal occupation of each proposed nominee.

                  -     The total number of shares of capital stock of the bank
                        that will be voted for each pro- posed nominee.

                  -     The name and residence address of the notifying
                        stockholder.

                  -     The number of shares of capital stock of the bank owned
                        by the notifying stockholder.

            Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairperson of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.

      FIFTH. The authorized amount of capital stock of this association shall be
250,000 shares of common stock of the par value of 100 Dollars ($100.00) each;
but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

            If the capital stock is increased by the sale of additional shares
thereof, each stockholder shall be entitled to subscribe for such additional
shares in proportion to the number of shares of said capital stock owned by him
at the time the increase is authorized by the stockholders, unless another time
subsequent to the date of the stockholders' meeting is specified in a resolution
by the stockholders at the time the increase is authorized. The Board of
Directors will have the power to pre- scribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of capital stock must
be exercised.

            The association, at any time and from time to time, may authorize
and issue debt obligations, whether or not subordinated, without the approval of
the stockholders.

      SIXTH. The Board of Directors shall appoint one of its members president
of this association, who shall be chairperson of the Board, unless the Board
appoints another director to be the chairperson. The Board of Directors shall
have the power to appoint one or more vice presidents; and to appoint a cashier
and such other officers and employees as may be required to transact the
business of this association.

            The Board of Directors shall have the power to:

                  -     Define the duties of the officers and employees of the
                        association.

                  -     Fix the salaries to be paid to the officers and
                        employees.

                                       9

                  -     Dismiss officers and employees.

                  -     Require bonds from officers and employees and to fix the
                        penalty thereof.

                  -     Regulate the manner in which any increase of the capital
                        of the association shall be made.

                  -     Manage and administer the business and affairs of the
                        association.

                  -     Make all bylaws that it may be lawful for the Board to
                        make.

                  -     Generally to perform all acts that are legal for a Board
                        of Directors to perform.

      SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Wilmington,
Delaware, without the approval of the stockholders, and shall have the power to
establish or change the location of any branch or branches of the association to
any other location permitted under applicable law, without the approval of the
stockholders, subject to approval by the Office of the Comptroller of the
Currency.

      EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.

      NINTH. The Board of Directors of this association, or any three or more
stockholders owning, in the aggregate, not less than 10 percent of the stock of
this association, may call a special meeting of stockholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time, place
and purpose of every annual and special meeting of the stockholders shall be
given by first-class mail, postage pre-paid, mailed at least 10 days prior to
the date of the meeting to each stockholder of record at his address as shown
upon the books of this association.

      TENTH. Each director and executive officer of this association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding brought by or on behalf of the association
itself) arising out of his status as such or his activities in either of the
foregoing capacities, except for any liability incurred on account of activities
which were at the time taken known or believed by such person to be clearly in
conflict with the best interests of the association. Liabilities incurred by a
director or executive officer of the association in defending a proceeding shall
be paid by the association in advance of the final disposition of such
proceeding upon receipt of an undertaking by the director or executive officer
to repay such amount if it shall be determined, as provided in the last
paragraph of this Article Tenth, that he is not entitled to be indemnified by
the association against such liabilities. Before any such advances are made, the
Board of Directors, in good faith, must determine in writing, that all the
following conditions are met: (a) the officer, director or employee has a
substantial

                                       10

likelihood of prevailing on the merits; (b) in the event the officer, director
or employee does not prevail, he or she will have the financial capability to
reimburse the association; and (c) payment of expenses by the association will
not adversely affect the safety and soundness of the association.

      The indemnity against liability in the preceding paragraph of this Article
Tenth, including liabilities incurred in defending a proceeding, shall be
automatic and self-operative.

      Any director, officer or employee of this association who serves at the
request of the association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of the association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by the association, shall have the right to be indemnified by the association,
subject to the provisions set forth in the following paragraph of this Article
Tenth, against liabilities in any manner arising out of or attributable to such
status or activities in any such capacity, except for any liability incurred on
account of activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of the association, or
of the corporation, partnership, joint venture, trust, enterprise, association
or plan being served by such person.

      In the case of all persons except the directors and executive officers of
the association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of the
association. In the case of the directors and executive officers of the
association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.

      For purposes of this Article Tenth of these Articles of Association only,
the following terms shall have the meanings indicated:

      (a)   "Association" means Wachovia Bank of Delaware, National Association
            and its direct and indirect wholly-owned subsidiaries.

      (b)   "Director" means an individual who is or was a director of the
            association.

      (c)   "Executive officer" means an officer of the association who by
            resolution of the Board of Directors of the association has been
            determined to be an executive officer of the association for
            purposes of Regulation O of the Federal Reserve Board.

      (d)   "Liability" means the obligation to pay a judgment, settlement,
            penalty, fine (including an excise tax assessed with respect to an
            employee benefit plan), or reasonable expenses, including counsel
            fees and expenses, incurred with respect to a proceeding.

      (e)   "Party" includes an individual who was, is, or is threatened to be
            made a named defendant or respondent in a proceeding.

                                       11

      (f)   "Proceeding" means any threatened, pending, or completed claim,
            action, suit, or proceeding, whether civil, criminal,
            administrative, or investigative and whether formal or informal.

      The association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless the association consents in
writing to such settlement.

      The right to indemnification herein provided for shall apply to persons
who are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with the association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.

      The right to indemnification herein provided for shall inure to the
benefit of the heirs and legal representatives of any person entitled to such
right.

      No revocation of, change in, or adoption of any resolution or provision in
the Articles of Association or By-laws of the association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of the association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.

      The rights hereunder shall be in addition to and not exclusive of any
other rights to which a director, officer, or employee of the association may be
entitled under any statute, agreement, insurance policy, or otherwise.

      The association shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, or employee of the
association, or is or was serving at the request of the association as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, trade association, employee benefit plan, or other enterprise,
against any liability asserted against such director, officer, or employee in
any such capacity, or arising out of their status as such, whether or not the
association would have the power to indemnify such director, officer, or
employee against such liability, excluding insurance coverage for a formal order
assessing civil money penalties against an association director or employee.

      Notwithstanding anything to the contrary provided herein, no person shall
have a right to indemnification with respect to any liability (i) incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in the
form of payments to the association, (ii) to the extent such person is entitled
to receive payment therefor under any insurance policy or from any corporation,
partnership, joint venture, trust, trade association, employee benefit plan, or
other enterprise other than the association, or (iii) to the extent that a court
of competent jurisdiction determines that such indemnification is void or
prohibited under state or federal law.

                                       12

      ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the stockholders by the affirmative vote of the holders of a
majority of the stock of this association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.

      TWELFTH. The Association, at anytime and from time to time, may authorize
and issue debt obligations, whether or not subordinated, without the approval of
the shareholders.

                                       13

Form T-1  EXHIBIT 2

[Letterhead of Comptroller of the Currency]

                       CERTIFICATE OF CORPORATE EXISTENCE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et. seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Wachovia Bank of Delaware, National Association," Wilmington, Delaware,
(Charter No. 22559) is a National Banking Association formed under the laws of
the United States and is authorized thereunder to transact the business of
banking on the date of this Certificate.

                        IN TESTIMONY WHEREOF, I have hereunto subscribed my name
                        and caused my seal of office to be affixed to these
                        presents at the Treasury Department in the City of
                        Washington and District of Columbia, this Thursday,
                        April 04, 2002.

[Seal of Comptroller of the Currency]

                               /s/ John D. Hawke, Jr.
                             ---------------------------

                             Comptroller of the Currency

                                       14

Form T-1  EXHIBIT 3

[Letterhead of Comptroller of the Currency]

                       CERTIFICATE OF CORPORATE EXISTENCE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et. seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Wachovia Bank of Delaware, National Association," Wilmington, Delaware,
(Charter No. 22559) was granted, under the hand and seal of the Comptroller, the
right to act in all fiduciary capacities authorized under the provisions of the
Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and
that the authority so granted remains in full force and effect on the date of
this Certificate.

                        IN TESTIMONY WHEREOF, I have hereunto subscribed my name
                        and caused my seal of office to be affixed to these
                        presents at the Treasury Department in the City of
                        Washington and District of Columbia, this Thursday,
                        April 04, 2002.

[Seal of Comptroller of the Currency]

                                 /s/ John D. Hawke, Jr.
                              ------------------------------

                               Comptroller of the Currency

                                       15

Form T-1  EXHIBIT 4

                        AMENDED AND RESTATED BY-LAWS OF

                WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

                               Charter No. 22559

                          Effective October 25, 2002

                                       16

                                   BY-LAWS OF

                 WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

                                   ARTICLE I

                           Meetings of Shareholders

      Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 2002, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.

      Section 1.2 Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any three (3) or more shareholders
owning, in the aggregate, not less than ten percent (10%) of the stock of the
Association. Unless otherwise provided by the laws of the United States, a
notice of the time, place and purpose of every special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.

      Section 1.3 Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholders
of any outstanding class of capital stock of the Association entitled to vote
for the election of Directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Association and to the
Comptroller of the Currency, Washington, D. C., not fewer than fourteen (14)
days nor more than fifty (50) days prior to any meeting of shareholders called
for the election of Directors, provided, however, that if fewer than twenty-one
(21) days' notice of such meeting is given to shareholders, such nomination
shall be mailed or delivered to the President of the Association and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Association that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the Association owned by the
notifying shareholder. Nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the

                                       17

meeting, and upon his instructions, the vote tellers may disregard all votes
cast for each such nominee.

      Section 1.4 Judges of Election. The Board may at any time appoint from
among the shareholders three (3) or more persons to serve as Judges of Election
at any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.

      Section 1.5 Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.

      Section 1.6 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                  ARTICLE II

                                   Directors

      Section 2.1 Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.

      Section 2.2 Number. The Board shall consist of not fewer than five (5) nor
more than twenty-five (25) Directors, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full Board or by resolution of the shareholders at any annual or
special meeting thereof; provided, however, that a majority of the full Board of
Directors may not increase the number of Directors to a number which, (1)
exceeds by more than two (2) the number of Directors last elected by
shareholders where such number was fifteen (15) or fewer, and (2) to a number
which exceeds by more than four (4) the number of Directors last elected by
shareholders where such number was sixteen (16) or more, but in no event shall
the number of Directors exceed twenty-five (25).

      Section 2.3 Organization Meeting. The Secretary of the meeting upon
receiving the Certificate of the Judges of Election, of the result of any
election, shall notify the Directors-elect of their election and of the time at
which they are required to meet at the Main Office of the Association for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year. Such meeting shall be held as soon
thereafter as

                                       18

practicable. If, at the time fixed for such meeting, there shall not be a quorum
present, the Directors present may adjourn the meeting from time to time, until
a quorum is obtained.

      Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the failure
of the Board of Directors to adopt such a resolution, regular meetings of the
Board of Directors shall be held, without notice, on the Wednesday following the
third Tuesday in February, June, October, and December, commencing with April
2002, at the Main Office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.

      Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) or more Directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.

      Section 2.6 Quorum. A majority of the Directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

      Section 2.7 Vacancies. When any vacancy occurs among the Directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a Director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.

      Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory
Boards for each of the States in which the Association conducts operations. Each
such Advisory Board shall consist of as many persons as the Board of Directors
may determine. The duties of each Advisory Board shall be to consult and advise
with the Board of Directors and senior officers of the Association in such State
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate. The senior officer in
such State, or such officers as directed by such senior officer, may appoint
advisory boards for geographic regions within such State and may consult with
the State Advisory Boards prior to such appointments.

                                   ARTICLE III

                            Committees of the Board

      Section 3.1 The Board of Directors, by resolution adopted by a majority of
the number of Directors fixed by these By-laws, may designate two (2) or more
Directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the

                                       19

delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of these By-laws, (4) amendment or repeal of any resolution of the
Board which by its terms is not so amendable or repealable, and (5) declaration
of dividends, issuance of stock, or recommendations to shareholders of any
action requiring shareholder approval.

      The Board of Directors or the Chairman of the Board of Directors of the
      Association may change the membership of any committee at any time, fill
      vacancies therein, discharge any committee or member thereof either with
      or without cause at any time, and change at any time the authority and
      responsibility of any such committee.

      A majority of the members of any committee of the Board of Directors may
      fix such committee's rules of procedure. All action by any committee shall
      be reported to the Board of Directors at a meeting succeeding such action,
      except such actions as the Board may not require to be reported to it in
      the resolution creating any such committee. Any action by any committee
      shall be subject to revision, alteration, and approval by the Board of
      Directors, except to the extent otherwise provided in the resolution
      creating such committee; provided, however, that no rights or acts of
      third parties shall be affected by any such revision or alteration.

                                  ARTICLE IV

                            Officers and Employees

      Section 4.1 Officers. The officers of the Association may be a Chairman of
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be Directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors. The Chairman of the Board and the President
shall be members of the Board of Directors. Any two or more offices may be held
by one person, but no officer shall sign or execute any document in more than
one capacity.

      Section 4.2 Election, Term of Office, and Qualification. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.

                                       20

      Section 4.3 Officers Acting as Assistant Secretary. Notwithstanding
Section 4.1 of these By-laws, any officer holding the title of Assistant Vice
President or above shall have, by virtue of his office, and by authority of the
By-laws, the authority from time to time to act as an Assistant Secretary of the
Association, and to such extent, said officers are appointed to the office of
Assistant Secretary.

      Section 4.4 Chief Executive Officer. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.

      Section 4.5 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the Association not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.

      Section 4.6 Other Employees. The Board of Directors may appoint from time
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.

      Section 4.7 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.6.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.

                                   ARTICLE V

                               Fiduciary Powers

      Section 5.1 Trust Services Division. There shall be divisions of this
Association known as the Capital Management Group and the Wealth Management
Group which shall be responsible for the exercise of the fiduciary activities of
this Association.

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      Section 5.2 Trust Officers. There shall be one or more Officers of this
Association whose duties shall be to manage, supervise and direct all the
fiduciary activities of the Capital Management and Wealth Management Groups.
Further, there shall be one or more Senior Trust Officers designated to assist
the Officers in the performance of their duties. They shall do or cause to be
done all things necessary or proper in carrying out the business of the Capital
Management and Wealth Management Groups in accordance with provisions of
applicable laws and regulations.

                                       22

      Section 5.3 General Trust Committee. There shall be a General Trust
Committee composed of not fewer than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of the
Board may change the membership of the General Trust Committee at any time, fill
any vacancies therein, or discharge any member thereof with or without cause at
any time. The General Trust Committee shall counsel and advise on all matters
relating to the fiduciary business or affairs of the Capital Management and
Wealth Management Groups and shall adopt overall policies for the conduct of the
fiduciary business of the Capital Management and Wealth Management Groups,
including, but not limited to: general administration, investment policies, new
business development, and review for approval of major assignments of functional
responsibilities. The General Trust Committee shall assign the administration
and performance of any of its fiduciary powers or duties to any subcommittee as
it may designate. The General Trust Committee shall appoint the members of any
such subcommittees and shall determine the number of members which constitutes a
quorum at meetings of such subcommittees. The General Trust Committee shall meet
at least quarterly or as called for by its Chairman or any three (3) members of
the Committee. A quorum shall consist of three (3) members. In carrying out its
responsibilities, the General Trust Committee shall review the actions of all
officers, employees and committees utilized by this Association in connection
with the fiduciary activities of the Capital Management and Wealth Management
Groups and may assign the administration and performance of any fiduciary powers
or duties to any officers or employees of the Capital Management Group or Wealth
Management Group or to any committee it may designate. One of the methods to be
used in the review process will be the scrutiny of the Reports of Examination by
the Office of the Comptroller of the Currency and the reports of the Audit
Division of Wachovia Corporation, as they relate to the activities of the
Capital Management and Wealth Management Groups. These reviews shall be in
addition to reviews of such reports by the Audit Committee of the Board of
Directors. The Chairman of the General Trust Committee shall be appointed by the
Board of Directors. The Chairman of the General Trust Committee shall cause to
be recorded in appropriate minutes all actions taken by the Committee. The
minutes shall be signed by its Secretary and approved by its Chairman. Further,
the General Trust Committee shall make its minutes available to the Board of
Directors at its next regularly scheduled meeting following a meeting of the
General Trust Committee. As required by Section 9.4 of Regulation 9 of the
Comptroller of the Currency, the Board of Directors retains responsibility for
the proper exercise of this Association's fiduciary powers.

      Members of the General Trust Committee will abide by the Association's
Code of Conduct as it applies to the Capital Management and Wealth Management
Groups.

                                  ARTICLE VI

                         Stock and Stock Certificates

      Section 6.1 Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded.

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Every person becoming a shareholder by such transfer shall, in proportion to his
shares, succeed to all rights and liabilities of the prior holder of such
shares.

      Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.

                                   ARTICLE VII

                                 Corporate Seal

      Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be in the
form adopted by the Board of Directors.

                                 ARTICLE VIII

                           Miscellaneous Provisions

      Section 8.1 Fiscal Year. The fiscal year of the Association shall be the
calendar year.

      Section 8.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Senior Executive Vice President, Executive Vice President, Vice President or
Assistant Vice President, the Secretary, the Cashier or Treasurer, or any
officer holding similar or equivalent titles to the above in any regions,
divisions or functional units of the Association, or, if in connection with the
exercise of fiduciary powers of the Association, by any of said officers or by
any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so
required by applicable law or regulation, attested or countersigned by the
Secretary or Assistant Secretary; provided, however, that where required, any
such instrument shall be attested by one of said officers other than the officer
executing such instrument. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted in behalf of the Association in
such other manner and by such other officers as the Board of Directors may from
time to time direct. The provisions of this Section 8.2 are supplementary to any
other provision of these By-laws.

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      Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.

                                   ARTICLE IX

                                     By-laws

      Section 9.1 Inspection. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.

      Section 9.2 Amendments. The By-laws may be amended, altered or repealed,
at any regular or special meeting of the Board of Directors, by a vote of a
majority of the whole number of Directors.

                                    ARTICLE X

EMERGENCY BY-LAWS

      Section 10.1. Emergency. In the event of an emergency declared by the
President of the United States or the person performing his functions, the
officers and employees of this Association will continue to conduct the affairs
of the Association under such guidance from the Directors or the Executive
Committee as may be available except as to matters which by statute require
specific approval of the Board of Directors and subject to conformance with any
applicable governmental directives during the emergency.

      Section 10.2. Officers Pro Tempore. The surviving members of the Board of
Directors or the Executive Committee shall have the power, in the absence or
disability of any officer, or upon the refusal of any officer to act, to
delegate and prescribe such officer's powers and duties to any other officer, or
to any Director, for the time being.

      Section 10.3. Executive Committee Powers. In the event of a state of
disaster of sufficient severity to prevent the conduct and management of the
affairs and business of this Association by its Directors and officers as
contemplated by these By-laws, any two (2) or more available members of the
Board of Directors shall constitute the Executive Committee and shall constitute
a quorum of that Committee for the full conduct and management of the affairs
and business of the Association in accordance with the provisions of Article II
of these By-laws; and in addition, the Executive Committee shall be empowered to
exercise all of the powers reserved to the General Trust Committee under Section
5.3 of Article V hereof. In the event of the unavailability, at such time, of a
minimum of two (2) members of the then incumbent Executive Committee, any three
(3) available Directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with

                                       25

the foregoing provisions of this section. This By-law shall be subject to
implementation by resolutions of the Board of Directors passed from time to time
for that purpose. Any provisions of these By-laws (other than this section) and
any resolutions which are contrary to the provisions of this section or to the
provisions of any such implementary resolutions shall be suspended until it
shall be determined by an interim Executive Committee acting under this section
that it shall be to the advantage of this Association to resume the conduct and
management of its affairs and business under all of the other provisions of
these By-laws.

      Section 10.4. Officer Succession. If consequent upon war or warlike damage
or disaster, the Chief Executive Officer of this Association cannot be located
or is unable to assume or to continue normal executive duties, then the
authority and duties of the Chief Executive Officer shall, without further
action of the Board of Directors, be automatically assumed by one of the
following persons in the order designated:

      Chairman
      President
      Head of the General Bank
      Division Head/Area Administrator - Within this officer class, officers
      shall take seniority on the basis of length of service in such office or,
      in the event of equality, length of service as an officer of the
      Association.

      Any one of the above persons who in accordance with this Section 10.4
      assumes the authority and duties of the Chief Executive Officer shall
      continue to serve until he resigns or until five-sixths of the other
      officers who are attached to the then acting Main Office decide in writing
      he is unable to perform said duties or until the elected Chief Executive
      Officer of this Association, or a person higher on the above list, shall
      become available to perform the duties of Chief Executive Officer of the
      Association.

      Section 10.5. Certification. Anyone dealing with this Association may
accept a certification by any three (3) officers that a specified individual is
acting as Chief Executive Officer in accordance with this By-law; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three (3) officers of the Association.

      Section 10.6. Alternate Locations. The offices of the Association at which
its business shall be conducted shall be the Main Office thereof and each of its
branches , and any other legally authorized location which may be leased or
acquired by this Association to carry on its business. During an emergency
resulting in any authorized place of business of this Association being unable
to function, the business ordinarily conducted at such location shall be
relocated elsewhere in suitable quarters, in addition to or in lieu of the
locations heretofore mentioned, as may be designated by the Board of Directors
or by the Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in the time of such emergency, conducting the affairs of
this Association. Any temporarily relocated place of business of this
Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.

                                       26

      Section 10.7. Acting Main Offices. In case of war or warlike damage or
disaster, if the Main Office of this Association, located in Wilmington,
Delaware, is unable temporarily to continue its functions, then and in such
case, the largest branch office in the State of Delaware, based on the amount of
deposits held at such branch, which can carry on its functions, shall, without
further action of this Board of Directors, become the "Acting Main Office of
this Association".

      Section 10.8. Resumption of Main Office. The Main Office shall resume its
functions at its legally authorized location as soon as practicable as
determined by the Executive Committee pursuant to Section 10.3 of these By-laws.

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Form T-1  EXHIBIT 6

      Wachovia Bank of Delaware, National Association, pursuant to the
requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended
(the "Act") in connection with the proposed issuance by Lamar Advertising
Company 2.875% Convertible Notes due 2010, consents that reports of examination
by federal, state, territorial, or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor, as
contemplated by Section 321(b) of the Act.

Dated: June 13, 2003

                 WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

                              By:   /s/ Brian K. Justice
                                 ---------------------------------------
                                    Brian K. Justice, Vice President

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