Supplemental Indenture to the Indenture dated as of April 22, 2010



 Exhibit 4(h)(5) 

SUPPLEMENTAL INDENTURE 
 TO INDENTURE DATED APRIL 22, 2010 
 THIS SUPPLEMENTAL INDENTURE dated as of
October 20, 2011, among LAMAR MEDIA CORP., a Delaware corporation (the “Company”), the undersigned Guarantors party hereto, ARIZONA LOGOS, L.L.C., an Arizona limited liability company (the “New Guarantor”), and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee (the “Trustee”). 
 WHEREAS, each of the Company and
the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an Indenture, dated as of April 22, 2010 (the “Indenture”), providing for the issuance of 7 7/8% Senior
Subordinated Notes due 2018 (the “Notes”); 
 WHEREAS, New Guarantor desires to provide a guarantee (the
“Guarantee”) of the obligations of the Company under the Notes and the Indenture, in accordance with Article 10 of the Indenture; 
 WHEREAS, pursuant to Section 8.01 of the Indenture, the Company, the Trustee, the Guarantors and the New Guarantor are authorized to execute and deliver this First Supplemental Indenture; and

 WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Supplemental
Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 1. Definitions. All terms used herein without definition having the meanings ascribed to them in the Indenture. 
 2. Guarantee. New Guarantor hereby agrees to provide a full and unconditional guarantee on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article
10 thereof, in the form and substance of Exhibit B to the Indenture. 
 3. Effectiveness of Supplemental Indenture. This
Supplemental Indenture shall become effective upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors, the New Guarantor and the Trustee. 
 4. Indenture Remains in Full Force and Effect. This Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in
the Indenture and the Securities, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full force and effect. 

  
 1 








 5. Headings. The headings of the Articles and Sections of this Supplemental Indenture
are inserted for convenience of reference and shall not be deemed a part thereof. 
 6. Counterparts. This 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. 

7. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws. 
 8. Trustee Disclaimer. The Trustee is not responsible for the
validity or sufficiency of this Supplemental Indenture nor for the recitals hereof. 
 IN WITNESS WHEREOF, the undersigned have
caused this Supplemental Indenture to be duly executed as of the day and year first above written. 
  

			
	Guarantor:
	
	Arizona Logos, L.L.C., an Arizona limited
	liability company
		
	By:	 	Its Managing Member,
		 	Interstate Logos, L.L.C., a Louisiana
		 	limited liability company


  

			
	By:	 	Its Managing Member,
		 	Lamar Media Corp., a Delaware
		 	corporation


  

					
	By:	 	/s/    Keith A.
Istre          
		 		 	Keith A. Istre, Executive Vice- President/
		 		 	Chief Financial Officer


  

					
	LAMAR MEDIA CORP.
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
 2 








  

					
	 AMERICAN SIGNS, INC.
 COLORADO LOGOS, INC.
 FLORIDA LOGOS, INC.
 KANSAS LOGOS, INC.
 LAMAR ADVERTISING OF COLORADO SPRINGS, INC.

LAMAR ADVERTISING OF KENTUCKY, INC.
 LAMAR
ADVERTISING OF MICHIGAN, INC.
 LAMAR ADVERTISING OF OKLAHOMA, INC.
 LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
 LAMAR ADVERTISING OF YOUNGSTOWN, INC.

LAMAR ADVERTISING SOUTHWEST, INC.
 LAMAR BENCHES,
INC.
 LAMAR DOA TENNESSEE HOLDINGS, INC.

LAMAR DOA TENNESSEE, INC.
 LAMAR ELECTRICAL,
INC.
 LAMAR FLORIDA, INC.
 LAMAR I-40
WEST, INC.
 LAMAR OBIE CORPORATION

LAMAR OCI NORTH CORPORATION
 LAMAR OCI SOUTH
CORPORATION
 LAMAR OHIO OUTDOOR HOLDING CORP.
 LAMAR OKLAHOMA HOLDING COMPANY, INC.
 LAMAR PENSACOLA TRANSIT, INC.

MICHIGAN LOGOS, INC.
 MINNESOTA LOGOS,
INC.
 NEBRASKA LOGOS, INC.
 NEVADA
LOGOS, INC.
 NEW MEXICO LOGOS, INC.
 O.
B. WALLS, INC.
 OHIO LOGOS, INC.

OUTDOOR MARKETING SYSTEMS, INC.
 PREMERE OUTDOOR,
INC.
 SOUTH CAROLINA LOGOS, INC.

TENNESSEE LOGOS, INC.
 TLC PROPERTIES II,
INC.
 TLC PROPERTIES, INC.
 UTAH LOGOS,
INC.

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



  
 3 








  

					
	 ARIZONA LOGOS, L.L.C.
 DELAWARE LOGOS, L.L.C.
 GEORGIA LOGOS, L.L.C.

KENTUCKY LOGOS, LLC
 LOUISIANA INTERSTATE LOGOS,
L.L.C.
 MAINE LOGOS, L.L.C.

MISSISSIPPI LOGOS, L.L.C.
 MISSOURI LOGOS,
LLC
 NEW JERSEY LOGOS, L.L.C.
 OKLAHOMA
LOGOS, L.L.C.
 PENNSYLVANIA LOGOS, LLC

VIRGINIA LOGOS, LLC
 WASHINGTON LOGOS,
L.L.C.
 WISCONSIN LOGOS, LLC
 MONTANA
LOGOS, LLC

		
	By:	 	 Interstate Logos, L.L.C., its Managing
 Member

	By:	 	Lamar Media Corp., its Managing Member
		 		 	
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


  

					
	INTERSTATE LOGOS, L.L.C.
	THE LAMAR COMPANY, L.L.C.
		
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
 4 








  

			
	 LAMAR ADVERTISING OF LOUISIANA, L.L.C.
 LAMAR ADVERTISING OF PENN, LLC
 LAMAR TENNESSEE, L.L.C.

LC BILLBOARD L.L.C.

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


  

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

	
	LAMAR TEXAS LIMITED PARTNERSHIP
		
	By:	 	The Lamar Company, L.L.C., its General Partner
	By:	 	Lamar Media Corp., its Managing Member
		 		 	
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

		 		 	
	
	 TLC FARMS, L.L.C.

TLC Properties, L.L.C.

		
	By:	 	TLC Properties, Inc., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	 Executive Vice President and

Chief Financial Officer




  
 5 








  

					
	 OUTDOOR PROMOTIONS WEST, LLC
 TRIUMPH OUTDOOR RHODE ISLAND, LLC

		
	By:	 	Triumph Outdoor Holdings, LLC, its Managing Member
	By:	 	Lamar Central Outdoor, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name: Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
		 		 	
	LAMAR ADVANTAGE GP COMPANY, LLC LAMAR ADVANTAGE LP COMPANY, LLC TRIUMPH OUTDOOR HOLDINGS, LLC
		
	By:	 	Lamar Central Outdoor, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	LAMAR CENTRAL OUTDOOR, LLC
		
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
 6 








  

					
	LAMAR AIR, L.L.C.
		
	By:	 	The Lamar Company, L.L.C., its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	LAMAR T.T.R., L.L.C.
		
	 By:
	 	Lamar Advertising of Youngstown, Inc., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

		 		 	
	OUTDOOR MARKETING SYSTEMS, L.L.C.
		
	By:	 	Outdoor Marketing Systems, Inc., its Managing Member
		
	By:	 	/s/  Keith A. Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

		 		 	
	OBIE BILLBOARD LLC
		
	By:	 	Lamar Obie Corporation, its Managing Member
		
	By:	 	/s/  Keith A. Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	 Executive Vice President and

Chief Financial Officer




  
 7 









					
	TEXAS LOGOS, L.P.
		
	By:	 	Oklahoma Logos, L.L.C., its General Partner
	By:	 	Interstate Logos, L.L.C., its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.
		
	By:	 	Lamar Advantage GP Company, LLC, its General Partner
	By:	 	Lamar Central Outdoor, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	LAMAR ADVANTAGE HOLDING COMPANY
		
	By:	 	/s/    Keith A.
Istre          
		 	Name:	 	Keith A. Istre
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/    Craig A.
Kaye          
		 	Name:	 	Craig A. Kaye
		 	Title:	 	Vice President



  
 8