<SUBMISSION>
<ACCESSION-NUMBER>0000950134-00-006836
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>13
<PERIOD>20000630
<FILING-DATE>20000811
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LAMAR ADVERTISING CO/NEW
<CIK>0001090425
<ASSIGNED-SIC>7311
<IRS-NUMBER>850446801
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-30242
<FILM-NUMBER>695244
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>C/O LAMAR ADVERTISING COMPANY
<STREET2>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
<PHONE>2259261000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O LAMAR ADVERTISING COMPANY
<STREET2>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR NEW HOLDING CO
<DATE-CHANGED>19990716
</FORMER-COMPANY>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LAMAR MEDIA CORP/DE
<CIK>0000899045
<ASSIGNED-SIC>7311
<IRS-NUMBER>721205791
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-12407
<FILM-NUMBER>695245
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5551 CORPORATE BLVD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
<PHONE>5049261000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR ADVERTISING CO /DE/
<DATE-CHANGED>19990714
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR MEDIA CORP
<DATE-CHANGED>19990713
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR ADVERTISING CO
<DATE-CHANGED>19930319
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED JUNE 30, 2000
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the period ended June 30, 2000
or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from _______________ to _______________

                         Commission File Number 0-30242
                            Lamar Advertising Company
                         Commission File Number 1-12407
                                Lamar Media Corp.
             (Exact name of registrants as specified in its charter)


Delaware                                                     72-1449411
Delaware                                                     72-1205791
(State or other jurisdiction of incorporation or             (I.R.S. Employer
organization)                                                Identification No.)
5551 Corporate Blvd., Baton Rouge, LA                        70808
(Address of principal executive offices)                     (Zip Code)

       Registrants' telephone number, including area code: (225) 926-1000

Indicate by check mark whether each registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of August 10, 2000: 74,945,628

The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of August 10, 2000: 17,000,000

The number of shares of Lamar Media Corp. common stock outstanding as of August
10, 2000: 100

This combined Form 10-Q is separately filed by (i) Lamar Advertising Company and
(ii) Lamar Media Corp. (which is a wholly-owned subsidiary of Lamar Advertising
Company). Lamar Media Corp. meets the conditions set forth in general
instruction H(1) (a) and (b) of Form 10-Q and is, therefore, filing this form
with the reduced disclosure format permitted by such instruction.


<PAGE>   2


                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                            <C>
PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                  Lamar Advertising Company
                  Condensed Consolidated Balance Sheets as of
                  June 30, 2000 and December 31, 1999                                             1

                  Condensed Consolidated Statements of Operations for the three
                  months ended June 30, 2000 and June 30, 1999 and six months
                  ended June 30, 2000
                  and June 30, 1999                                                               2

                  Condensed Consolidated Statements of Cash Flows
                  for the six months ended June 30, 2000 and
                  June 30, 1999                                                                   3

                  Notes to Condensed Consolidated Financial
                  Statements                                                                      4 - 7

                  Lamar Media Corp.
                  Condensed Consolidated Balance Sheets as of
                  June 30, 2000 and December 31, 1999                                             8

                  Condensed Consolidated Statements of Operations for the three
                  months ended June 30, 2000 and June 30, 1999 and six months
                  ended June 30, 2000 and June 30, 1999                                           9

                  Condensed Consolidated Statements of Cash Flows
                  for the six months ended June 30, 2000 and
                  June 30, 1999                                                                   10

                  Notes to Condensed Consolidated Financial
                  Statements                                                                      11

ITEM 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                                   12 - 15

ITEM 3.           Quantitative and Qualitative Disclosures About
                  Market Risks                                                                    16

ITEM 4.           Submission of Matters to a Vote of Security Holders                             17

PART II - OTHER INFORMATION

ITEM 6.           Exhibits and Reports on Form 8-K                                                18 - 19

                  Signatures                                                                      19
</TABLE>


<PAGE>   3

PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                                  June 30,        December 31,
Assets                                                                              2000              1999
                                                                                ------------      ------------

<S>                                                                             <C>               <C>
Current assets:
  Cash and cash equivalents                                                     $     11,561      $      8,401
  Receivables, net                                                                    93,114            81,226
  Prepaid expenses                                                                    30,005            21,524
  Other current assets                                                                14,948            14,342
                                                                                ------------      ------------
          Total current assets                                                       149,628           125,493
                                                                                ------------      ------------

Property, plant and equipment                                                      1,568,531         1,412,605
  Less accumulated depreciation and amortization                                    (297,364)         (218,893)
                                                                                ------------      ------------
          Net property plant and equipment                                         1,271,167         1,193,712
                                                                                ------------      ------------

Intangible assets                                                                  2,068,268         1,874,177
Other assets - non-current                                                            22,982            13,563
                                                                                ------------      ------------
          Total assets                                                          $  3,512,045      $  3,206,945
                                                                                ============      ============


Liabilities and Stockholders' Equity

Current liabilities:
  Trade accounts payable                                                        $      9,967      $     11,492
  Current maturities of long-term debt                                                 4,599             4,318
  Accrued expenses                                                                    38,643            57,653
  Deferred income                                                                     10,654            11,243
                                                                                ------------      ------------
          Total current liabilities                                                   63,863            84,706

Long-term debt                                                                     1,835,627         1,611,463
Deferred income taxes                                                                137,143           112,412
Other liabilities                                                                      8,234             6,835
                                                                                ------------      ------------
          Total liabilities                                                        2,044,867         1,815,416
                                                                                ------------      ------------

Stockholders' equity:
  Series AA preferred stock, par value $.001, $63.80 cumulative dividends,
    authorized 1,000,000 shares;
    5,719.49 shares issued and outstanding at 2000 and 1999                               --                --
  Class A common stock, par value $.001, 175,000,000 shares
    authorized, 73,904,086 shares and 70,576,251 shares
    issued and outstanding at 2000 and 1999, respectively                                 74                71
  Class B common stock, par value $.001, 37,500,000 shares
    authorized, 17,000,000 shares and 17,449,997 shares
    issued and outstanding at 2000 and 1999, respectively                                 17                17
  Additional paid-in capital                                                       1,604,116         1,478,916
  Accumulated deficit                                                               (137,029)          (87,475)
                                                                                ------------      ------------
          Stockholders' equity                                                     1,467,178         1,391,529
                                                                                ------------      ------------

          Total liabilities and stockholders' equity                            $  3,512,045      $  3,206,945
                                                                                ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.




                                      -1-
<PAGE>   4

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                       Three Months Ended                 Six Months Ended
                                                            June 30,                           June 30,
                                                     2000              1999              2000              1999
                                                 ------------      ------------      ------------      ------------

<S>                                              <C>               <C>               <C>               <C>
Net revenues                                     $    172,953      $     97,809      $    324,220      $    183,575
                                                 ------------      ------------      ------------      ------------

Operating expenses:
     Direct advertising expenses                       53,626            30,481           106,138            60,245
     General and administrative expenses               35,261            20,754            69,465            40,853
     Depreciation and amortization                     76,230            32,652           149,200            64,213
                                                 ------------      ------------      ------------      ------------
                                                      165,117            83,887           324,803           165,311
                                                 ------------      ------------      ------------      ------------
       Operating income (loss)                          7,836            13,922              (583)           18,264
                                                 ------------      ------------      ------------      ------------

Other expense (income):
     Interest income                                     (369)             (269)             (696)             (955)
     Interest expense                                  36,401            18,234            69,291            36,379
     Gain on disposition of assets                       (105)             (141)             (104)             (477)
                                                 ------------      ------------      ------------      ------------
                                                       35,927            17,824            68,491            34,947
                                                 ------------      ------------      ------------      ------------

Loss before income taxes and cumulative
     effect of a change in accounting
     principle                                        (28,091)           (3,902)          (69,074)          (16,683)

Income tax expense (benefit)                           (7,693)            1,076           (19,702)           (1,766)
                                                 ------------      ------------      ------------      ------------

Loss before cumulative effect of a
     change in accounting principle                   (20,398)           (4,978)          (49,372)          (14,917)
                                                 ------------      ------------      ------------      ------------

Cumulative effect of a change in
     accounting principle                                  --                --                --              (767)
                                                 ------------      ------------      ------------      ------------

Net loss                                              (20,398)           (4,978)          (49,372)          (15,684)

     Preferred stock dividends                             91               183               182               274
                                                 ------------      ------------      ------------      ------------

Net loss applicable to common stock              $    (20,489)     $     (5,161)     $    (49,554)     $    (15,958)
                                                 ============      ============      ============      ============


Loss per common share - basic and diluted:

     Loss before accounting change               $       (.23)     $       (.08)     $       (.56)     $       (.25)
     Cumulative effect of a change in
       accounting principle                               (--)              (--)              (--)             (.01)
                                                 ------------      ------------      ------------      ------------

     Net loss                                    $       (.23)     $       (.08)     $       (.56)     $       (.26)
                                                 ============      ============      ============      ============


Weighted average common shares
     outstanding                                   89,512,428        61,227,406        88,989,536        61,185,610
Incremental common shares from dilutive
     stock options                                         --                --                --                --
Incremental common shares from
     convertible debt                                      --                --                --                --
                                                 ------------      ------------      ------------      ------------
Weighted average common shares assuming
     dilution                                      89,512,428        61,227,406        88,989,536        61,185,610
                                                 ============      ============      ============      ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                      -2-
<PAGE>   5

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                           June 30,
                                                                     2000            1999
                                                                  ----------      ----------

<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                          $  (49,372)     $  (15,684)

Adjustments to reconcile net loss
  to net cash provided by operating activities:
   Depreciation and amortization                                     149,200          64,213
   Cumulative effect of a change in accounting
             principle                                                    --             767
   Gain on disposition of assets                                        (104)           (477)
   Deferred taxes                                                    (20,279)         (4,469)
   Provision for doubtful accounts                                     2,329             500
Changes in operating assets and liabilities:
   Decrease (Increase) in:
     Receivables                                                     (10,438)         (6,945)
     Prepaid expenses                                                 (7,635)           (150)
     Other assets                                                       (207)          1,023
   Increase (Decrease) in:
     Trade accounts payable                                           (1,524)             67
     Accrued expenses                                                 (3,456)         (4,441)
     Deferred income                                                    (920)         (1,373)
     Other liabilities                                                    52              36
                                                                  ----------      ----------
       Net cash provided by operating activities                      57,646          33,067
                                                                  ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable                                          (3,351)         (1,590)
Acquisition of new markets                                          (230,652)       (139,064)
Capital expenditures                                                 (43,700)        (30,274)
Proceeds from disposition of assets                                    1,122           1,602
                                                                  ----------      ----------
       Net cash used in investing activities                        (276,581)       (169,326)
                                                                  ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs                                                   (1,448)             --
Net proceeds from issuance of common stock                             1,893           2,194
Principal payments on long-term debt                                  (2,168)        (47,009)
Net borrowings under credit agreements                               224,000          57,000
Dividends                                                               (182)           (274)
                                                                  ----------      ----------
       Net cash provided by financing activities                     222,095          11,911
                                                                  ----------      ----------

Net increase (decrease) in cash and cash equivalents                   3,160        (124,348)

Cash and cash equivalents at beginning of period                       8,401         128,597
                                                                  ----------      ----------

Cash and cash equivalents at end of period                        $   11,561      $    4,249
                                                                  ==========      ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest                                            $   69,047      $   36,196
                                                                  ==========      ==========

Cash paid for state and federal income taxes                      $    1,616      $    1,485
                                                                  ==========      ==========

Common stock issuance related to acquisitions                     $  122,031      $      475
                                                                  ==========      ==========
</TABLE>


See accompanying notes to consolidated financial statements.



                                      -3-
<PAGE>   6

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

1.   General

On July 20, 1999, Lamar Advertising Company reorganized into a new holding
company structure. As a result of this reorganization (1) the former Lamar
Advertising Company became a wholly-owned subsidiary of a newly formed holding
company, (2) the name of the former Lamar Advertising Company was changed to
Lamar Media Corp., (3) the name of the new holding company became Lamar
Advertising Company, (4) the outstanding shares of capital stock of the former
Lamar Advertising Company, including the Class A common stock, were
automatically converted, on a share for share basis, into identical shares of
capital stock of the new holding company and (5) the Class A common stock of the
new holding company commenced trading on the Nasdaq National Market under the
symbol "LAMR" instead of the Class A common stock of the former Lamar
Advertising Company. In addition, following the holding company reorganization,
substantially all of the former Lamar Advertising Company's debt obligations,
including the bank credit facility and other long-term debt remained the
obligations of Lamar Media. Under Delaware law, the reorganization did not
require the approval of the stockholders of the former Lamar Advertising
Company. The purpose of the reorganization was to provide Lamar Advertising
Company with a more flexible capital structure and to enhance its financing
options. The business operations of the former Lamar Advertising Company and its
subsidiaries have not changed as a result of the reorganization.

In this quarterly report, "Lamar," the "Company," "we," "us" and "our" refer to
Lamar Advertising Company and its consolidated subsidiaries with respect to
periods following the reorganization and to old Lamar Advertising Company with
respect to periods prior to the reorganization, except where we make it clear
that we are only referring to Lamar Media Corp. or a particular subsidiary.

In addition, "Lamar Media" and "Media" refer to Lamar Media Corp. and its
consolidated subsidiaries with respect to periods following the reorganization
and to old Lamar Advertising Company with respect to periods prior to the
reorganization, except where we make it clear that we are only referring to
Lamar Media Corp. or a subsidiary.

2.   Significant Accounting Policies

The information included in the foregoing interim financial statements is
unaudited. In the opinion of management all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the Company's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K.

Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.



                                      -4-
<PAGE>   7

3.   Acquisitions

On January 14, 2000, the Company purchased the stock of Aztec Group, Inc. for a
purchase price of approximately $34,826. The purchase price consisted of
approximately $5,600 cash and the issuance of 481,481 shares of Lamar
Advertising Company common stock valued at approximately $29,226.

On March 31, 2000, the Company purchased the assets of an outdoor company in the
Company's Northeastern Region for a cash purchase price of approximately
$33,600.

Effective May 1, 2000, the Company purchased all of the outstanding common stock
of Outdoor West, Inc. for a total cash purchase price of approximately $39,900.

In addition, on May 24, 2000, the Company purchased all of the outstanding
common stock of Advantage Outdoor Company, Inc. for a cash purchase price of
approximately $76,900 and the issuance of 2,300,000 shares of Lamar's Class A
common stock valued at approximately $92,805.

During the six months ended June 30, 2000, the Company completed 43 additional
acquisitions of outdoor advertising assets for a cash purchase price of
approximately $52,200.

Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.


<TABLE>
<CAPTION>
                                           Property
                            Current        Plant &                        Other          Other         Current       Long-term
                             Assets       Equipment       Goodwill     Intangibles       Assets      Liabilities    Liabilities
                           ----------     ----------     ----------    -----------     ----------    -----------    -----------
<S>                        <C>            <C>            <C>           <C>            <C>            <C>            <C>
Aztec Group, Inc.          $      487     $    8,335     $   21,786     $   10,526     $       --     $      708     $    5,632
Northeast Region                  480          2,604         16,804         14,102             --            385             --
Acquisition
Outdoor West                    1,025         10,539         21,340         17,222             --          1,192          9,040
Advantage Outdoor               3,647         64,488         80,851         58,108            167          6,074         31,445
Other                             277         14,097         25,496         13,209             --            727            162
                           ----------     ----------     ----------     ----------     ----------     ----------     ----------

                           $    5,916     $  100,063     $  166,277     $  113,167     $      167     $    9,086     $   46,279
                           ==========     ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

Summarized below are certain unaudited pro forma statement of operations data
for the three months ended June 30, 2000 and 1999 and the six months ended June
30, 2000 and 1999 as if each of the above acquisitions and the acquisitions
occurring in 1999, which were fully described in the Company's December 31, 1999
Annual Report on Form 10K, had been consummated as of January 1, 1999. This pro
forma information does not purport to represent what the Company's results of
operations actually would have been had such transactions occurred on the date
specified or to project the Company's results of operations for any future
periods.

<TABLE>
<CAPTION>
                                                 Three Months Ended                  Six Months Ended
                                                      June 30,                            June 30,
                                               2000              1999              2000              1999
                                           ------------      ------------      ------------      ------------

<S>                                        <C>               <C>               <C>               <C>
Net revenues                               $    176,954      $    159,771      $    336,093      $    308,225
                                           ============      ============      ============      ============

Net loss applicable to
  common stock                             $    (23,337)     $    (27,808)     $    (56,276)     $    (62,020)
                                           ============      ============      ============      ============

Net loss per common share - basic          $       (.26)     $       (.31)     $       (.62)     $       (.69)
                                           ============      ============      ============      ============
Net loss per common share - diluted        $       (.26)     $       (.31)     $       (.62)     $       (.69)
                                           ============      ============      ============      ============
</TABLE>




                                      -5-
<PAGE>   8

4.   Summarized Financial Information of Subsidiaries

Separate financial statements of each of the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed the Company's obligations with
respect to its publicly issued notes (collectively, the "Guarantors") are not
included herein because the Guarantors are jointly and severally liable under
the guarantees, and the aggregate assets, liabilities, earnings and equity of
the Guarantors are substantially equivalent to the assets, liabilities, earnings
and equity of the Company on a consolidated basis.

Summarized financial information for Missouri Logos, a Partnership, a 66 2/3%
owned subsidiary of the Company and the only subsidiary of the Company that is
not a Guarantor, is set forth below:


Balance Sheet Information:

<TABLE>
<CAPTION>
                                                         June 30, 2000                     December 31, 1999
                                                         -------------                     -----------------

<S>                                                      <C>                               <C>
   Current assets                                              $109                               $288
   Total assets                                                 155                                333
   Total liabilities                                             10                                  6
   Venturers' equity                                            145                                327
</TABLE>

Income Statement Information:

<TABLE>
<CAPTION>
                                                     Three months ended          Six months ended
                                                          June 30,                    June 30,
                                                      2000         1999           2000       1999
                                                      ----         ----           ----       ----

<S>                                                   <C>          <C>            <C>        <C>
   Revenues                                           $311         $258           $565       $532
   Net income                                          172          106            336        320
</TABLE>

5.   Change in Accounting Principle

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP 98-5"), Reporting on the Costs of Start-Up
Activities. SOP 98-5 is effective for financial statements for fiscal years
beginning after December 15, 1998, and requires that the costs of start-up
activities, including organizational costs, be expensed as incurred. The effect
of SOP 98-5 is recorded as a cumulative effect of a change in accounting
principle as described in Accounting Principles Board Opinion No. 20 "Accounting
Changes" in the amount of $767, net of tax, for the six months ended June 30,
1999.

6.   Earnings Per Share

Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share exclude any dilutive effect
of stock options and convertible debt while diluted earnings per share includes
the dilutive effect of stock options and convertible debt. The number of
potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 6,818,549 and 555,558 for the three months ended June
30, 2000 and 1999 and, 6,936,816 and 579,170 for the six months ended June 30,
2000 and 1999, respectively.

7.   Stockholders' Equity

On May 25, 2000, the stockholders approved a resolution to amend the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of Class A common stock from 125,000,000 shares to 175,000,000 shares
which increased the total authorized capital stock from 163,510,000 shares to
213,510,000 shares. In addition, the shareholders also approved an amendment to
the Company's 1996 Equity Incentive Plan



                                      -6-
<PAGE>   9

to increase the number of shares of the Company's Class A common stock available
for issuance to an aggregate of 5,000,000 shares from 4,000,000 shares.

On May 25, 2000, the stockholders approved the 2000 Employee Stock Purchase Plan
whereby 500,000 shares of the Company's Class A common stock have been reserved
for issuance under the Plan. Under this plan, eligible employees may purchase
stock at 85% of the fair market value of a share on the offering commencement
date or the respective purchase date whichever is lower. Purchases are limited
to ten percent of an employee's total compensation. The initial offering under
the Plan commenced on April 1, 2000 with a single purchase date on June 30,
2000. Subsequent offerings shall commence each year on July 1 with a termination
date of December 31 and purchase dates on September 30 and December 31; and on
January 1 with a termination date on June 30 and purchase dates on March 31 and
June 30.

8.   Long-Term Debt

In August 1999, Lamar Media Corp. entered into a new bank credit agreement,
replacing its existing bank credit facility, with The Chase Manhattan Bank
serving as administrative agent. The $1,000,000 bank credit facility consists of
(1) a $350,000 revolving bank credit facility, (2) a $650,000 term facility with
two tranches, a $450,000 Term A facility and a $200,000 Term B facility. In
addition, the new bank credit facility provided for an uncommitted $400,000
incremental facility available at the discretion of the lenders. In June 2000,
Lamar Media finalized an incremental loan agreement with its lenders in which
Lamar Media received commitments for $250,000 of the previously uncommitted
$400,000 incremental facility. The incremental facility consists of (1) $20,000
Series A-1 facility, (2)$130,000 Series A-2 facility and (3) a $100,000 Series
B-1 facility. Proceeds of this facility were used to pay down the revolving bank
debt facility. As of June 30, 2000, Lamar Media had $1,000,000 outstanding under
the bank credit facility.




                                      -7-
<PAGE>   10

                                LAMAR MEDIA CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                              June 30,        December 31,
Assets                                                          2000              1999
                                                            ------------      ------------

Current assets:
<S>                                                         <C>               <C>
  Cash and cash equivalents                                 $     11,561      $      8,401
  Receivables, net                                                93,104            80,671
  Prepaid expenses                                                30,005            21,524
  Other current assets                                            22,772            25,193
                                                            ------------      ------------
          Total current assets                                   157,442           135,789
                                                            ------------      ------------

Property, plant and equipment                                  1,568,531         1,412,605
  Less accumulated depreciation and amortization                (297,364)         (218,893)
                                                            ------------      ------------
          Net property plant and equipment                     1,271,167         1,193,712
                                                            ------------      ------------

Intangible assets                                              2,048,154         1,851,965
Other assets - non-current                                        22,982            13,563
                                                            ------------      ------------
          Total assets                                      $  3,499,745      $  3,195,029
                                                            ============      ============


Liabilities and Stockholder's Equity

Current liabilities:
  Trade accounts payable                                    $      9,967      $     11,492
  Current maturities of long-term debt                             4,599             4,318
  Accrued expenses                                                35,051            54,031
  Deferred income                                                 10,654            11,243
                                                            ------------      ------------
          Total current liabilities                               60,271            81,084

Long-term debt                                                 1,835,627         1,611,463
Deferred income taxes                                            138,478           112,776
Other liabilities                                                  8,234             6,835
                                                            ------------      ------------
          Total liabilities                                    2,042,610         1,812,158
                                                            ------------      ------------

Stockholder's equity:
  Common stock, $.01 par value, authorized 3,000
  shares; issued and outstanding 100 shares at
  June 30, 2000 and December 31, 1999                                 --                --
  Additional paid-in capital                                   1,591,637         1,469,606
  Accumulated deficit                                           (134,502)          (86,735)
                                                            ------------      ------------
          Stockholder's equity                                 1,457,135         1,382,871
                                                            ------------      ------------

          Total liabilities and stockholder's equity        $  3,499,745      $  3,195,029
                                                            ============      ============
</TABLE>


See accompanying notes to consolidated financial statements.




                                      -8-
<PAGE>   11

                                LAMAR MEDIA CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                         Three Months Ended                  Six Months Ended
                                                              June 30,                           June 30,
                                                       2000              1999              2000              1999
                                                   ------------      ------------      ------------      ------------

<S>                                                <C>               <C>               <C>               <C>
Net revenues                                       $    172,953      $     97,809      $    324,220      $    183,575
                                                   ------------      ------------      ------------      ------------

Operating expenses:
         Direct advertising expenses                     53,626            30,481           106,138            60,245
         General and administrative expenses             34,775            20,754            68,593            40,853
         Depreciation and amortization                   75,189            32,652           147,496            64,213
                                                   ------------      ------------      ------------      ------------
                                                        163,590            83,887           322,227           165,311
                                                   ------------      ------------      ------------      ------------
           Operating income                               9,363            13,922             1,993            18,264
                                                   ------------      ------------      ------------      ------------

Other expense (income):
         Interest income                                   (369)             (269)             (696)             (955)
         Interest expense                                36,401            18,234            69,291            36,379
         Gain on disposition of assets                     (105)             (141)             (104)             (477)
                                                   ------------      ------------      ------------      ------------
                                                         35,927            17,824            68,491            34,947
                                                   ------------      ------------      ------------      ------------

Loss before income taxes and cumulative
         effect of a change in accounting
         principle                                      (26,564)           (3,902)          (66,498)          (16,683)

Income tax expense (benefit)                             (7,116)            1,076           (18,731)           (1,766)
                                                   ------------      ------------      ------------      ------------

Loss before cumulative effect of a
         change in accounting principle                 (19,448)           (4,978)          (47,767)          (14,917)
                                                   ------------      ------------      ------------      ------------

Cumulative effect of a change in
         accounting principle                                --                --                --              (767)
                                                   ------------      ------------      ------------      ------------

Net loss                                                (19,448)           (4,978)          (47,767)          (15,684)

         Preferred stock dividends                           --               183                --               274
                                                   ------------      ------------      ------------      ------------

Net loss applicable to common stock                $    (19,448)     $     (5,161)     $    (47,767)     $    (15,958)
                                                   ============      ============      ============      ============
</TABLE>



See accompanying notes to condensed consolidated financial statements.




                                      -9-
<PAGE>   12

                                LAMAR MEDIA CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                      June 30,
                                                               2000              1999
                                                           ------------      ------------

<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                   $    (47,767)     $    (15,684)

Adjustments to reconcile net loss
  to net cash provided by operating activities:
  Depreciation and amortization                                 147,496            64,213
  Cumulative effect of a change in accounting
    principle                                                        --               767
  Gain on disposition of assets                                    (104)             (477)
  Deferred taxes                                                (19,308)           (4,469)
  Provision for doubtful accounts                                 2,329               500
Changes in operating assets and liabilities:
   Decrease (Increase) in:
     Receivables                                                (10,992)           (6,945)
     Prepaid expenses                                            (7,635)             (150)
     Other assets                                                 3,902             1,023
   Increase (Decrease) in:
     Trade accounts payable                                      (1,524)               67
     Accrued expenses                                            (6,172)           (4,441)
     Deferred income                                               (920)           (1,373)
     Other liabilities                                               52                36
                                                           ------------      ------------
       Net cash provided by operating activities                 59,357            33,067
                                                           ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable                                     (3,351)           (1,590)
Acquisition of new markets                                     (230,652)         (139,064)
Capital expenditures                                            (43,700)          (30,274)
Proceeds from disposition of assets                               1,122             1,602
                                                           ------------      ------------
         Net cash used in investing activities                 (276,581)         (169,326)
                                                           ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs                                              (1,448)               --
Net proceeds from issuance of common stock                           --             2,194
Principal payments on long-term debt                             (2,168)          (47,009)
Net borrowings under credit agreements                          224,000            57,000
Dividends                                                            --              (274)
                                                           ------------      ------------
         Net cash provided by financing activities              220,384            11,911
                                                           ------------      ------------

Net increase (decrease) in cash and cash equivalents              3,160          (124,348)

Cash and cash equivalents at beginning of period                  8,401           128,597
                                                           ------------      ------------

Cash and cash equivalents at end of period                 $     11,561      $      4,249
                                                           ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                     $     69,047      $     36,196
                                                           ============      ============

Cash paid for state and federal income taxes               $      1,616      $      1,485
                                                           ============      ============

Common stock issuance related to acquisitions              $         --      $        475
                                                           ============      ============

Parent company stock contributed for acquisitions          $    122,031      $         --
                                                           ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.




                                      -10-
<PAGE>   13

                                LAMAR MEDIA CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (IN THOUSANDS, EXCEPT FOR SHARE DATA)



1.   Significant Accounting Policies

The information included in the foregoing interim financial statements is
unaudited. In the opinion of management all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of Lamar Media's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with Lamar Media's consolidated financial statements and the notes thereto
included in Lamar Media's Annual Report on Form 10-K.

Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.

Certain footnotes are not provided for the accompanying financial statements as
the information in notes 1, 3, 4, 5, 7 and 8 to the consolidated financial
statements of Lamar Advertising Company included elsewhere in this report is
substantially equivalent to that required for the consolidated financial
statements of Lamar Media Corp. Earnings per share data is not provided for the
operating results of Lamar Media Corp. as it is a wholly-owned subsidiary of
Lamar Advertising Company.




                                      -11-
<PAGE>   14

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report, "Lamar," the "Company," "we," "us" and "our" refer to
Lamar Advertising Company and its consolidated subsidiaries with respect to
periods following the reorganization and to old Lamar Advertising Company with
respect to periods prior to the reorganization, except where we make it clear
that we are only referring to Lamar Media Corp. or a particular subsidiary.

In addition, "Lamar Media" and "Media" refer to Lamar Media Corp. and its
consolidated subsidiaries with respect to periods following the reorganization
and to old Lamar Advertising Company with respect to periods prior to the
reorganization, except where we make it clear that we are only referring to
Lamar Media Corp. or a subsidiary.

LAMAR ADVERTISING COMPANY

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the six month and three month periods
ended June 30, 2000 and 1999. This discussion should be read in conjunction with
the consolidated financial statements of the Company and the related notes.

The following discussion is a summary of the key factors management considers
necessary in reviewing the Company's results of operations, liquidity and
capital resources. The future operating results of the Company may differ
materially from the results described below. For a discussion of certain factors
which may affect the Company's future operating performance, please refer to
Exhibit 99.1 hereto entitled "Factors Affecting Future Operating Results".

RESULTS OF OPERATIONS

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

Net revenues increased $140.6 million or 76.6% to $324.2 million for the six
months ended June 30, 2000 as compared to the same period in 1999. This increase
was attributable to the Company's acquisitions during 2000 and 1999 and internal
growth within the Company's existing markets.

Operating expenses, exclusive of depreciation and amortization, increased $74.5
million or 73.7% for the six months ended June 30, 2000 as compared to the same
period in 1999. This was primarily the result of the additional operating
expenses related to the operations of acquired outdoor advertising assets and
the continued development of the logo sign program.

Depreciation and amortization expense increased $85.0 million or 132.4% from
$64.2 million for the six months ended June 30, 1999 to $149.2 million for the
six months ended June 30, 2000 as a result of an increase in capitalized assets
resulting from the Company's recent acquisition activity.

Due to the above factors, operating income decreased $18.9 million or 103.2% to
an operating loss of $0.6 million for six months ended June 30, 2000 from
operating income of $18.3 million for the same period in 1999.

Interest expense increased $32.9 million from $36.4 million for the six months
ended June 30, 1999 to $69.3 million for the same period in 2000 as a result of
additional borrowings under the Company's bank credit facility to fund increased
acquisition activity and increasing interest rates.

There was an income tax benefit of $19.7 million for the six months ended June
30, 2000 as compared to an income tax benefit of $1.8 million for the same
period in 1999. The effective tax rate for the six months ended June 30, 2000 is
approximately 28.5%,



                                      -12-
<PAGE>   15

which is less than statutory rates due to permanent differences resulting from
non-deductible amortization of goodwill.

Due to the adoption of SOP 98-5 "Reporting on the Costs of Start-Up Activities",
which requires costs of start-up activities and organization costs to be
expensed as incurred, the Company recognized an expense of $.8 million as a
cumulative effect of a change in accounting principle for the six months ended
June 30, 1999. This expense is a one time adjustment to recognize start-up
activities and organization costs that were capitalized in prior periods.

As a result of the above factors, the Company recognized a net loss for the six
months ended June 30, 2000 of $49.4 million, as compared to a net loss of $15.7
million for the same period in 1999.

Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999

Revenues for the three months ended June 30, 2000 increased $75.2 million or
76.8% to $173.0 million from $97.8 million for the same period in 1999.

Operating expenses, exclusive of depreciation and amortization, for the three
months ended June 30, 2000 increased $37.7 million or 73.5% over the same period
in 1999.

Depreciation and amortization expense increased $43.5 million or 133.5% from
$32.7 million for three months ended June 30, 1999 to $76.2 million for the
three months ended June 30, 2000.

Operating income decreased $6.1 million or 43.7% to $7.8 million for the three
months ended June 30, 2000 as compared to $13.9 million for the same period in
1999.

Interest expense increased $18.2 million from $18.2 million for the three months
ended June 30, 1999 to $36.4 million for the same period in 2000.

The Company recognized a net loss for the three months ended June 30, 2000 of
$20.4 million as compared to a net loss of $5.0 million for the same period in
1999.

The results for the three months ended June 30, 2000 were affected by the same
factors as the six months ended June 30, 2000. Reference is made to the
discussion of the six month results.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its working capital requirements with
cash from operations and revolving credit borrowings. Its acquisitions have been
financed primarily with borrowed funds and the issuance of debt and equity
securities.

During the six months ended June 30, 2000, the Company financed the cash portion
of its acquisition activity of approximately $230.7 million with borrowings
under the Company's bank credit facility. At June 30, 2000, following these
acquisitions, the Company had $249 million available under the Revolving
Facility and believes that this availability coupled with internally generated
funds will be sufficient for the foreseeable future to satisfy all debt service
obligations and to finance additional acquisition activity and current
operations.

The Company's net cash provided by operating activities increased $24.5 million
from $33.1 million for the six months ended June 30, 1999 to $57.6 million for
the six months ended June 30, 2000 due primarily to an increase in noncash items
of $71.6 million, which includes an increase in depreciation and amortization of
$85.0 million offset by a decrease in deferred taxes of $15.8 million and an
increase in provision for doubtful accounts of $1.8 million. The increase in
noncash items was offset by a decrease in net earnings of $33.7 million, an
increase in receivables of $3.5 million, an increase in prepaid expenses of $7.5
million and an increase in accrued expenses of $1.0 million. Net cash used in
investing activities increased $107.3



                                      -13-
<PAGE>   16

million from $169.3 million for the six months ended June 30, 1999 to $276.6
million for the same period in 2000. This increase was due to a $91.6 million
increase in acquisition of new markets and an increase in capital expenditures
of $13.4 million. Net cash provided by financing activities for the six months
ended June 30, 2000 is $222.1 million due significantly to $224.0 million in net
borrowings under credit agreements which was used primarily to finance
acquisitions.

In June 2000, Lamar Media Corp. finalized an incremental loan agreement with its
lenders in which Media received commitments for $250 million of the previously
uncommitted $400 million incremental facility. The proceeds of this facility
were used to pay down the revolving bank credit facility.

LAMAR MEDIA CORP.

The following is a discussion of the consolidated financial condition and
results of operations of Lamar Media for the six month and three month periods
ended June 30, 2000 and 1999. This discussion should be read in conjunction with
the consolidated financial statements of Lamar Media and the related notes.

The following discussion is a summary of the key factors management considers
necessary in reviewing Lamar Media's results of operations. The future operating
results of Lamar Media may differ materially from the results described below.
For a discussion of certain factors which may affect Lamar Media's future
operating performance, please refer to Exhibit 99.1 hereto entitled "Factors
Affecting Future Operating Results".

RESULTS OF OPERATIONS

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

Net revenues increased $140.6 million or 76.6% to $324.2 million for the six
months ended June 30, 2000 as compared to the same period in 1999. This increase
was attributable to Lamar Media's acquisitions during 2000 and 1999 and internal
growth within Lamar Media's existing markets.

Operating expenses, exclusive of depreciation and amortization, increased $73.6
million or 72.8% for the six months ended June 30, 2000 as compared to the same
period in 1999. This was primarily the result of the additional operating
expenses related to the operations of acquired outdoor advertising assets and
the continued development of the logo sign program.

Depreciation and amortization expense increased $83.3 million or 129.7% from
$64.2 million for the six months ended June 30, 1999 to $147.5 million for the
six months ended June 30, 2000 as a result of an increase in capitalized assets
resulting from Lamar Media's recent acquisition activity.

Due to the above factors, operating income decreased $16.3 million or 89.1% to
an operating income of $2.0 million for six months ended June 30, 2000 from
$18.3 million for the same period in 1999.

Interest expense increased $32.9 million from $36.4 million for the six months
ended June 30, 1999 to $69.3 million for the same period in 2000 as a result of
additional borrowings under Lamar Media's bank credit facility to fund increased
acquisition activity and increasing interest rates.

There was an income tax benefit of $18.7 million for the six months ended June
30, 2000 as compared to an income tax benefit of $1.8 million for the same
period in 1999. The effective tax rate for the six months ended June 30, 2000 is
approximately 28.2% which is less than statutory rates due to permanent
differences resulting from non-deductible amortization of goodwill.



                                      -14-
<PAGE>   17

Due to the adoption of SOP 98-5 "Reporting on the Costs of Start-Up Activities"
which requires costs of start-up activities and organization costs to be
expensed as incurred, Lamar Media recognized an expense of $.8 million as a
cumulative effect of a change in accounting principle for the six months ended
June 30, 1999. This expense is a one time adjustment to recognize start-up
activities and organization costs that were capitalized in prior periods.

As a result of the above factors, Lamar Media recognized a net loss for the six
months ended June 30, 2000 of $47.8 million, as compared to a net loss of $15.7
million for the same period in 1999.

Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999

Revenues for the three months ended June 30, 2000 increased $75.2 million or
76.8% to $173.0 million from $97.8 million for the same period in 1999.

Operating expenses, exclusive of depreciation and amortization, for the three
months ended June 30, 2000 increased $37.2 million or 72.5% over the same period
in 1999.

Depreciation and amortization expense increased $42.5 million or 130.3% from
$32.7 million for three months ended June 30, 1999 to $75.2 million for the
three months ended June 30, 2000.

Operating income decreased $4.5 million or 32.7% to $9.4 million for the three
months ended June 30, 2000 as compared to $13.9 million for the same period in
1999.

Interest expense increased $18.2 million from $18.2 million for the three
months ended June 30, 1999 to $36.4 million for the same period in 2000.

Lamar Media recognized a net loss for the three months ended June 30, 2000 of
$19.4 million as compared to a net loss of $5.0 million for the same period in
1999.

The results for the three months ended June 30, 2000 were affected by the same
factors as the six months ended June 30, 2000. Reference is made to the
discussion of the six month results.




                                      -15-
<PAGE>   18

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company is exposed to interest rate risk in connection with variable rate
debt instruments issued by the Company. The Company does not enter into market
risk sensitive instruments for trading purposes. The information below
summarizes the Company's interest rate risk associated with its principal
variable rate debt instruments outstanding at June 30, 2000.

Loans under Lamar Media's bank credit facility bear interest at variable rates
equal to the Chase Prime Rate plus the applicable margin or LIBOR plus the
applicable margin. Because the Chase Prime Rate or LIBOR may increase or
decrease at any time, the Company is exposed to market risk as a result of the
impact that changes in these base rates may have on the interest rate
applicable to borrowings under the bank credit facility. Increases in the
interest rates applicable to borrowings under the bank credit facility would
result in increased interest expense and a reduction in the Company's net
income and after tax cash flow.

At June 30, 2000, there was approximately $1.0 billion of aggregate indebtedness
outstanding under Lamar Media's bank credit facility, or approximately 54.5% of
the Company's outstanding long-term debt on that date, bearing interest at
variable rates. The aggregate interest expense for the six months ended June 30,
2000 with respect to borrowings under the bank credit facility was $35.9 million
and the weighted average interest rate applicable to borrowings under these
credit facilities during the six months ended June 30, 2000 was 8.3%. Assuming
that the weighted average interest rate was 200-basis points higher (that is
10.3% rather than 8.3%), then the Company's 2000 interest expense would have
been approximately $8.6 million higher resulting in a $5.3 million increase in
the Company's six months ended June 30, 2000 net loss and a related decrease in
after tax cash flow.

The Company attempts to mitigate the interest rate risk resulting from its
variable interest rate long-term debt instruments by also issuing fixed rate
long-term debt instruments and maintaining a balance over time between the
amount of the Company's variable rate and fixed rate indebtedness. In addition,
the Company has the capability under the bank credit facility to fix the
interest rates applicable to its borrowings at an amount equal to LIBOR plus the
applicable margin for periods of up to twelve months, which would allow the
Company to mitigate the impact of short-term fluctuations in market interest
rates. In the event of an increase in interest rates, the Company may take
further actions to mitigate its exposure. The Company cannot guarantee, however,
that the actions that it may take to mitigate this risk will be feasible or
that, if these actions are taken, that they will be effective.




                                      -16-
<PAGE>   19

ITEM 4.

         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its annual meeting of stockholders on Thursday, May 25, 2000.
The following represents the results of the proposals submitted to a vote of
security holders:

Proposal to Elect Directors

The following persons were elected to the Company's Board of Directors for a
term of office expiring at the Company's 2001 Annual Meeting of Stockholders:

<TABLE>
<CAPTION>
                                                              Votes Cast For                     Votes Withheld
                                                              --------------                     --------------
<S>                                                          <C>                                 <C>
         Kevin P. Reilly, Jr.                                  211,506,097                           145,881
         Sean E. Reilly                                        211,538,427                           113,488
         Keith A. Istre                                        211,538,427                           113,488
         Charles W. Lamar, III                                 211,538,427                           113,488
         Gerald H. Marchand                                    211,538,427                           113,488
         Wendell S. Reilly                                     211,458,427                           193,488
         T. Everett Stewart                                    211,538,427                           113,488
         Stephen P. Mumblow                                    211,538,427                           113,488
         R. Steven Hicks                                       211,538,427                           113,488
         Thomas O. Hicks                                       211,538,427                           113,488
</TABLE>

Approval of the Amendment to the Company's 1996 Equity Incentive Plan

<TABLE>
<CAPTION>
                  FOR                             AGAINST                               ABSTAIN
                  ---                             -------                               -------
<S>                                             <C>                                    <C>
           200,583,680                           9,212,727                               31,423
</TABLE>

Approval of the Amendment to the Company's Restated Certificate of Incorporation

<TABLE>
<CAPTION>
                  FOR                             AGAINST                               ABSTAIN
                  ---                             -------                               -------
<S>                                             <C>                                    <C>
           211,303,051                             321,224                               27,640
</TABLE>

Approval of the Assumption of Lamar Advertising Company's 1996 Equity Incentive
Plan

<TABLE>
<CAPTION>
                  FOR                             AGAINST                               ABSTAIN
                  ---                             -------                               -------
<S>                                             <C>                                    <C>
           201,109,477                           8,688,830                               29,523
</TABLE>

Approval of the 2000 Employee Stock Purchase Plan

<TABLE>
<CAPTION>
                  FOR                             AGAINST                               ABSTAIN
                  ---                             -------                               -------
<S>                                             <C>                                    <C>
           209,281,296                             545,144                                1,390
</TABLE>

The Company's 2001 annual meeting of stockholders has been scheduled for May 24,
2001.



                                      -17-
<PAGE>   20

PART II - OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

     2.1  Agreement and Plan of Merger dated as of July 20, 1999 among Lamar
          Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co.
          Previously filed as exhibit 2.1 to the Company's Current Report on
          Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated
          herein by reference.

     3.1  Certificate of Incorporation of Lamar New Holding Co. Previously filed
          as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999
          and incorporated herein by reference.

     3.2  Certificate of Amendment of Certificate of Incorporation of Lamar New
          Holding Co. (whereby the name of Lamar New Holding Co. was changed to
          Lamar Advertising Company). Previously filed as exhibit 3.2 to the
          Company's Quarterly Report on Form 10-Q for the period ended Jun 30,
          1999 (File No. 0-20833) filed on August 16, 1999 and incorporated
          herein by reference.

     3.3  Certificate of Amendment of Certificate of Incorporation of the
          Company. Filed herewith.

     3.4  Bylaws of the Company. Previously filed as exhibit 3.3 to the
          Company's Quarterly Report on Form 10-Q for the period ended June 30,
          1999 (File No. 0-20833) filed on August 16, 1999 and incorporated
          herein by reference.

     3.5  Amended and Restated Bylaws of Lamar Media Corp. Previously filed as
          exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the
          period ended September 30, 1999 (File No. 1-12407) filed on November
          12 1999 and incorporated herein by reference.

     4.1  Supplemental Indenture to the Indenture dated November 15, 1996 among
          Lamar Media Corp., certain of its subsidiaries and State Street Bank
          and Trust Company, as Trustee, dated June 1, 2000 delivered by Outdoor
          West, Inc. of Georgia and Outdoor West, Inc. of Tennessee and, in
          substantially identical agreements, by the schedule additional
          subsidiary guarantors. Filed herewith.

     4.2  Supplemental Indenture to the Indenture dated August 15, 1997 among
          Outdoor Communications, Inc., certain of its subsidiaries and First
          Union National Bank, as Trustee, dated June 1, 2000 delivered by
          Outdoor West, Inc. of Georgia and Outdoor West, Inc. of Tennessee and,
          in substantially identical agreements, by the scheduled additional
          subsidiary guarantors. Filed herewith.

     4.3  Supplemental Indenture to the Indenture dated September 25, 1997 among
          Lamar Media Corp., certain of its subsidiaries and State Street Bank
          and Trust Company, as Trustee, dated June 1, 2000 delivered by Outdoor
          West, Inc. of Georgia and Outdoor West, Inc. of Tennessee and, in
          substantially identical agreements, by the scheduled additional
          subsidiary guarantors. Filed herewith.

     10.1 Joinder Agreement to the Lamar Media Corp. Credit Agreement date
          August 13, 1999 by Outdoor West, Inc. of Georgia and Outdoor West,
          Inc. of Tennessee and, in substantially identical agreements, by the
          scheduled additional subsidiary guarantors, in favor of The Chase
          Manhattan Bank, as Administrative Agent dated June 1, 2000. Filed
          herewith.



                                      -18-
<PAGE>   21

     10.2 1996 Equity Incentive Plan, as amended. Filed herewith.

     10.3 2000 Employee Stock Purchase Plan. Filed herewith.

     10.4 Series A-1 Incremental Loan Agreement among Lamar Advertising Company,
          Lamar Media Corp. and certain of its subsidiaries, the Series A-1
          Lenders and the Chase Manhattan Bank, as Administrative Agent, dated
          as of May 31, 2000. Filed herewith.

     10.5 Series A-2 and Series B-1 Incremental Loan Agreement among Lamar
          Advertising Company, Lamar Media Corp. and certain of its
          subsidiaries, the Series A-2 and B-1 Lenders and the Chase Manhattan
          Bank, as Administrative Agent, dated as of June 22, 2000. Filed
          herewith.

     27.1 Financial Data Schedule for the Company. Filed herewith.

     27.2 Financial Data Schedule for Lamar Media Corp. Filed herewith.

     99.1 Factors Affecting Future Operating Results of the Company and Lamar
          Media. Filed herewith.

     (b)  Reports on Form 8-K

          None


                                   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 thereunto duly authorized.

                                             LAMAR ADVERTISING COMPANY

DATED: August 11, 2000                       BY: /s/ Keith Istre
                                                 ---------------
                                                 Keith A. Istre
                                                 Chief Financial and Accounting
                                                 Officer and Director


                                             LAMAR MEDIA CORP.

DATED: August 11, 2000                       BY: /s/ Keith Istre
                                                 ---------------
                                                 Keith A. Istre
                                                 Chief Financial and Accounting
                                                 Officer and Director



                                      -19-
<PAGE>   22

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------

<S>       <C>
2.1       Agreement and Plan of Merger dated as of July 20, 1999 among Lamar
          Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co.
          Previously filed as exhibit 2.1 to the Company's Current Report on
          Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated
          herein by reference.

3.1       Certificate of Incorporation of Lamar New Holding Co. Previously filed
          as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999
          and incorporated herein by reference.

3.2       Certificate of Amendment of Certificate of Incorporation of Lamar New
          Holding Co. (whereby the name of Lamar New Holding Co. was changed to
          Lamar Advertising Company). Previously filed as exhibit 3.2 to the
          Company's Quarterly Report on Form 10-Q for the period ended Jun 30,
          1999 (File No. 0-20833) filed on August 16, 1999 and incorporated
          herein by reference.

3.3       Certificate of Amendment of Certificate of Incorporation of the
          Company. Filed herewith.

3.4       Bylaws of the Company. Previously filed as exhibit 3.3 to the
          Company's Quarterly Report on Form 10-Q for the period ended June 30,
          1999 (File No. 0-20833) filed on August 16, 1999 and incorporated
          herein by reference.

3.5       Amended and Restated Bylaws of Lamar Media Corp. Previously filed as
          exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the
          period ended September 30, 1999 (File No. 1-12407) filed on November
          12 1999 and incorporated herein by reference.

4.1       Supplemental Indenture to the Indenture dated November 15, 1996 among
          Lamar Media Corp., certain of its subsidiaries and State Street Bank
          and Trust Company, as Trustee, dated June 1, 2000 delivered by Outdoor
          West, Inc. of Georgia and Outdoor West, Inc. of Tennessee and, in
          substantially identical agreements, by the schedule additional
          subsidiary guarantors. Filed herewith.

4.2       Supplemental Indenture to the Indenture dated August 15, 1997 among
          Outdoor Communications, Inc., certain of its subsidiaries and First
          Union National Bank, as Trustee, dated June 1, 2000 delivered by
          Outdoor West, Inc. of Georgia and Outdoor West, Inc. of Tennessee and,
          in substantially identical agreements, by the scheduled additional
          subsidiary guarantors. Filed herewith.

4.3       Supplemental Indenture to the Indenture dated September 25, 1997 among
          Lamar Media Corp., certain of its subsidiaries and State Street Bank
          and Trust Company, as Trustee, dated June 1, 2000 delivered by Outdoor
          West, Inc. of Georgia and Outdoor West, Inc. of Tennessee and, in
          substantially identical agreements, by the scheduled additional
          subsidiary guarantors. Filed herewith.

10.1      Joinder Agreement to the Lamar Media Corp. Credit Agreement date
          August 13, 1999 by Outdoor West, Inc. of Georgia and Outdoor West,
          Inc. of Tennessee and, in substantially identical agreements, by the
          scheduled additional subsidiary guarantors, in favor of The Chase
          Manhattan Bank, as Administrative Agent dated June 1, 2000. Filed
          herewith.
</TABLE>



<PAGE>   23

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------

<S>       <C>
10.2      1996 Equity Incentive Plan, as amended. Filed herewith.

10.3      2000 Employee Stock Purchase Plan. Filed herewith.

10.4      Series A-1 Incremental Loan Agreement among Lamar Advertising Company,
          Lamar Media Corp. and certain of its subsidiaries, the Series A-1
          Lenders and the Chase Manhattan Bank, as Administrative Agent, dated
          as of May 31, 2000. Filed herewith.

10.5      Series A-2 and Series B-1 Incremental Loan Agreement among Lamar
          Advertising Company, Lamar Media Corp. and certain of its
          subsidiaries, the Series A-2 and B-1 Lenders and the Chase Manhattan
          Bank, as Administrative Agent, dated as of June 22, 2000. Filed
          herewith.

27.1      Financial Data Schedule for the Company. Filed herewith.

27.2      Financial Data Schedule for Lamar Media Corp. Filed herewith.

99.1      Factors Affecting Future Operating Results of the Company and Lamar
          Media. Filed herewith.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>2
<FILENAME>ex3-3.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INC.
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            LAMAR ADVERTISING COMPANY
                             Pursuant to Section 242
                        of the General Corporation Law of
                              the State of Delaware


         Lamar Advertising Company (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify as follows:

         At a meeting of the Board of Directors of the Corporation, a resolution
was duly adopted, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, setting forth an amendment to the Certificate of
Incorporation of the Corporation and declaring said amendment to be advisable.
The stockholders of the Corporation duly approved said proposed amendment
pursuant to a meeting in accordance with Sections 212 and 242 of the General
Corporation Law of the State of Delaware. The resolution setting forth the
amendment is as follows:

RESOLVED:         That the first paragraph of ARTICLE FOURTH of the Certificate
                  of Incorporation of this Corporation be and it is hereby
                  amended to increase the authorized shares of capital stock of
                  the Corporation from 163,510,000 to 213,510,000 so that said
                  first paragraph of ARTICLE FOURTH shall be and read as
                  follows:

                  FOURTH. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is two hundred thirteen
million five hundred ten thousand (213,510,000) shares, and shall consist of:

                  (1)      One hundred seventy five million (175,000,000) shares
                           of Class A Common Stock, $0.001 par value per share;

<PAGE>   2

                  (2)      Thirty-seven million five hundred thousand
                           (37,500,000) shares of Class B Common Stock, $0.001
                           par value per share;

                  (3)      Ten thousand (10,000) shares of Class A Preferred
                           Stock, $638.00 par value per share; and

                  (4)      One million (1,000,000) shares of undesignated
                           Preferred Stock, $0.001 par value per share.

         The Class A Common Stock and the Class B Common Stock are hereinafter
collectively referred to as "Common Stock."


                                                                               2
<PAGE>   3

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer this 25th
day of May 2000.


                                            LAMAR ADVERTISING COMPANY



                                            By: /s/ Kevin P. Reilly, Jr.
                                                ------------------------
                                                Kevin P. Reilly, Jr.
                                                President and Chief Executive
                                                  Officer


                                                                               3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE TO INDENTURE DATED 11/15/96
<TEXT>

<PAGE>   1
                                                                     Exhibit 4.1


                             SUPPLEMENTAL INDENTURE

                                       OF

                                   GUARANTORS

         THIS SUPPLEMENTAL INDENTURE dated as of June 1, 2000 is delivered
pursuant to Section 10.04 of the Indenture dated as of November 15, 1996 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, the "Indenture") among LAMAR MEDIA CORP., a Delaware corporation,
(formerly Lamar Advertising Company) certain of its subsidiaries ("Guarantors")
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as
Trustee ("Trustee") (all terms used herein without definition having the
meanings ascribed to them in the Indenture).

         The undersigned hereby agree that:

         1. The undersigned is a Guarantor under the Indenture with all of the
rights and obligations of a Guarantor thereunder.

         2. The undersigned hereby grants, ratifies and confirms the guarantee
provided for by Article Ten of the Indenture to guarantee unconditionally,
jointly and severally with the other Guarantors, to each Holder of a Note
authenticated and delivered by the Trustee, and to the Trustee on behalf of such
Holder, the due and punctual payment of the principal of (and premium, if any)
and interest on such Note when and as the same shall become due and payable.

         3. The undersigned hereby represents and warrants that the
representations and warranties set forth in the Indenture, to the extent
relating to the undersigned as Guarantor, are correct on and as of the date
hereof.

         4. All notices, requests and other communications provided for in the
Indenture should be delivered to the undersigned at the address specified in
Section 12.02 of the Indenture.

         5. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the Indenture.

         6. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.

<PAGE>   2

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

                                   Guarantor:

                                   Outdoor West, Inc. of Georgia,
                                   a Georgia corporation



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

                                   Outdoor West, Inc. of Tennessee,
                                   a Georgia corporation



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



Attested:

By:  /s/ James R. McIlwain
     ----------------------------
     James R. McIlwain, Secretary

Accepted:

STATE STREET BANK AND TRUST
         COMPANY, as Trustee

By:  /s/ ANDREW M. SINASKY
     ----------------------------

Title: Assistant Vice President
      ---------------------------


                                       2

<PAGE>   3


                        Additional Subsidiary Guarantors



Lamar Advertising of Texas, Inc.

Lamar Advantage GP Company

Lamar Advantage Holding Company

Lamar Advantage LP Company, L.L.C.

Lamar Advantage Outdoor Company, L.P.

Lamar Ember, Inc.

Lamar Advertising of Macon, L.L.C.

Lamar T.T.R., L.L.C.

Mississippi Logos, L.L.C.

Oklahoma Logos, L.L.C.

New Jersey Logos, L.L.C.

Georgia Logos, L.L.C.

Aztec Group, Inc.

Sunshine Sign Corp.


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex4-2.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE TO INDENTURE DATED 8/15/97
<TEXT>

<PAGE>   1
                                                                     Exhibit 4.2


                             SUPPLEMENTAL INDENTURE

                       TO INDENTURE DATED AUGUST 15, 1997

         THIS SUPPLEMENTAL INDENTURE dated as of March 2, 2000, is delivered
pursuant to Section 4.11 of the Indenture dated as of August 15, 1997 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, the "1997 Indenture") among OUTDOOR COMMUNICATIONS, INC., a Delaware
corporation, certain of its subsidiaries (the "Guarantors") and FIRST UNION
NATIONAL BANK, a national banking corporation, as Trustee (the "Trustee") (all
terms used herein without definition having the meanings ascribed to them in the
1997 Indenture).

         The undersigned hereby agrees that:

         1. The undersigned is a Guarantor under the 1997 Indenture with all of
the rights and obligations of the Guarantors thereunder.

         2. The undersigned has granted, ratified and confirmed, in the form and
substance of Exhibit B to the 1997 Indenture, the Guarantee provided for by
Article XI of the 1997 Indenture.

         3. The undersigned hereby represents and warrants that the
representations and warranties set forth in the 1997 Indenture, to the extent
relating to the undersigned as Guarantor, are correct on and as of the date
hereof.

         4. All notices, requests and other communications provided for in the
1997 Indenture should be delivered to the undersigned at the following address:

                  Keith A. Istre
                  Vice President - Finance and
                  Chief Financial Officer
                  Lamar Media Corp. and its Subsidiaries
                  5551 Corporate Blvd.
                  Baton Rouge, LA 70808

         5. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the 1997 Indenture.

         6. This Supplemental Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York.

<PAGE>   2

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

                                   Guarantor:

                                   Outdoor West, Inc. of Georgia,
                                   a Georgia corporation



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

                                   Outdoor West, Inc. of Tennessee,
                                   a Georgia corporation



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



Attested:

By:  /s/ James R. McIlwain
     ----------------------------------
     James R. McIlwain, Secretary
     Outdoor West, Inc. of Georgia

By:  /s/ James R. McIlwain
     ----------------------------------
     James R. McIlwain, Secretary
Outdoor West, Inc. of Tennessee

Accepted:

FIRST UNION NATIONAL BANK, as Trustee

By:  /s/ James Long
     ----------------------------------
Title:   Assistant Secretary
       --------------------------------


                                       2
<PAGE>   3

                        Additional Subsidiary Guarantors

Lamar Advertising of Texas, Inc.

Lamar Advantage GP Company

Lamar Advantage Holding Company

Lamar Advantage LP Company, L.L.C.

Lamar Advantage Outdoor Company, L.P.

Lamar Ember, Inc.

Lamar Advertising of Macon, L.L.C.

Lamar T.T.R., L.L.C.

Mississippi Logos, L.L.C.

Oklahoma Logos, L.L.C.

New Jersey Logos, L.L.C.

Georgia Logos, L.L.C.

Aztec Group, Inc.

Sunshine Sign Corp.


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>ex4-3.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE TO INDENTURE DATED 9/25/97
<TEXT>

<PAGE>   1
                                                                     Exhibit 4.3


                             SUPPLEMENTAL INDENTURE

                                       OF

                                    GUARANTOR

         THIS SUPPLEMENTAL INDENTURE dated as of June 1, 2000, is delivered
pursuant to Section 10.04 of the Indenture dated as of September 25, 1997 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, the "Indenture") among LAMAR MEDIA CORP., a Delaware corporation, certain
of its subsidiaries ("Guarantors") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee ("Trustee") (all terms used herein
without definition having the meanings ascribed to them in the Indenture).

         The undersigned hereby agree that:

         1. The undersigned is a Guarantor under the Indenture with all of the
rights and obligations of Guarantors thereunder.

         2. The undersigned hereby grants, ratifies and confirms the guarantee
provided for by Article Ten of the Indenture to guarantee unconditionally,
jointly and severally with the other Guarantors, to each Holder of a Note
authenticated and delivered by the Trustee, and to the Trustee on behalf of such
Holder, the due and punctual payment of the principal of (and premium, if any)
and interest on such Note when and as the same shall become due and payable.

         3. The undersigned hereby represents and warrants that the
representations and warranties set forth in the Indenture, to the extent
relating to the undersigned as Guarantor, are correct on and as of the date
hereof.

         4. All notices, requests and other communications provided for in the
Indenture should be delivered to the undersigned at the address specified in
Section 12.02 of the Indenture.

         5. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the Indenture.

         6. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.



<PAGE>   2

         IN WITNESS WHEREOF, the undersigned has caused this Supplemental
Indenture to be duly executed as of the day and year first above written.

                                   Guarantor:

                                    Outdoor West, Inc. of Georgia,
                                    a Georgia corporation



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

                                    Outdoor West, Inc. of Tennessee,
                                    a Georgia corporation



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



Attested:

By:  /s/ James R. McIlwain
     --------------------------------
     James R. McIlwain, Secretary
     Outdoor West, Inc. of Georgia

By:  /s/ James R. McIlwain
     --------------------------------
     James R. McIlwain, Secretary
     Outdoor West, Inc. of Tennessee

Accepted:

STATE STREET BANK AND TRUST
         COMPANY, as Trustee

By:  /s/ ANDREW M. SINASKY
     --------------------------------

Title: Assistant Vice President
      -------------------------------


                                       2
<PAGE>   3

                        Additional Subsidiary Guarantors

Lamar Advertising of Texas, Inc.

Lamar Advantage GP Company

Lamar Advantage Holding Company

Lamar Advantage LP Company, L.L.C.

Lamar Advantage Outdoor Company, L.P.

Lamar Ember, Inc.

Lamar Advertising of Macon, L.L.C.

Lamar T.T.R., L.L.C.

Mississippi Logos, L.L.C.

Oklahoma Logos, L.L.C.

New Jersey Logos, L.L.C.

Georgia Logos, L.L.C.

Aztec Group, Inc.

Sunshine Sign Corp.



                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>ex10-1.txt
<DESCRIPTION>JOINDER AGREEMENT TO CREDIT AGMT DATED 8/13/99
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1


                                JOINDER AGREEMENT

         JOINDER AGREEMENT dated as of June 1, 2000, by the undersigned, (the
"Additional Subsidiary Guarantor"), in favor of The Chase Manhattan Bank, as
administrative agent for the Lenders party to the Credit Agreement referred to
below (in such capacity, together with its successors in such capacity, the
"Administrative Agent").

         Lamar Media Corp. (formerly Lamar Advertising Company), a Delaware
corporation (the "Borrower"), and certain of its subsidiaries (collectively, the
"Existing Subsidiary Guarantors" and, together with the Borrower, the "Securing
Parties") are parties to a Credit Agreement dated August 13, 1999 (as modified
and supplemented and in effect from time to time, the "Credit Agreement",
providing, subject to the terms and conditions thereof, for extensions of credit
(by means of loans and letters of credit) to be made by the lenders therein
(collectively, together with any entity that becomes a "Lender" party to the
Credit Agreement after the date hereof as provided therein, the "Lenders" and,
together with Administrative Agent and any successors or assigns of any of the
foregoing, the "Secured Parties") to the Borrower in an aggregate principal or
face amount not exceeding $1,000,000,000 (which, in the circumstances
contemplated by Section 2.01(d) thereof, may be increased to $1,400,000,000). In
addition, the Borrower may from time to time be obligated to one or more of the
Lenders under the Credit Agreement in respect of Hedging Agreements under and as
defined in the Credit Agreement (collectively, the "Hedging Agreements").

         In connection with the Credit Agreement, the Borrower, the Existing
Subsidiary Guarantors and the Administrative Agent are parties to the Pledge
Agreement dated September 15, 1999 (the "Pledge Agreement") pursuant to which
the Securing Parties have, inter alia, granted a security interest in the
Collateral (as defined in the Pledge Agreement) as collateral security for the
Secured Obligations (as so defined). Terms defined in the Pledge Agreement are
used herein as defined therein.

         To induce the Secured Parties to enter into the Credit Agreement, and
to extend credit thereunder and to extend credit to the Borrower under Hedging
Agreements, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Additional Subsidiary
Guarantor has agreed to become a party to the Credit Agreement and the Pledge
Agreement as a "Subsidiary Guarantor" thereunder, and to pledge and grant a
security interest in the Collateral (as defined in the Pledge Agreement).

         Accordingly, the parties hereto agree as follows:

         Section 1. Definitions. Terms defined in the Credit Agreement are used
herein as defined therein.

         Section 2. Joinder to Agreements. Effective upon the execution and
delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall
become "Subsidiary Guarantor" under and for all purposes of the Credit Agreement
and the Pledge Agreement with all the rights and


<PAGE>   2

obligations of a Subsidiary Guarantor thereunder. Without limiting the
generality of the foregoing, the Additional Subsidiary Guarantor hereby:

                  (i) jointly and severally with the other Subsidiary Guarantors
         party to the Credit Agreement guarantees to each Secured Party and
         their respective successors and assigns the prompt payment in full when
         due (whether at stated maturity, by acceleration or otherwise) of all
         Guaranteed Obligations in the same manner and to the same extent as is
         provided in Article III of the Credit Agreement;

                  (ii) pledges and grants the security interests in all right,
         title and interest of the Additional Subsidiary Guarantor in all
         Collateral (as defined in the Pledge Agreement) now owned or hereafter
         acquired by the Additional Subsidiary Guarantor and whether now
         existing or hereafter coming into existence provided for by Article III
         of the Pledge Agreement as collateral security for the Secured
         Obligations and agrees that Annex 1 thereof shall be supplemented as
         provided in Appendix A hereto;

                  (iii) makes the representations and warranties set forth in
         Article IV of the Credit Agreement and in Article II of the Pledge
         Agreement, to the extent relating to the Additional Subsidiary
         Guarantor or to the Pledged Equity evidenced by the certificates, if
         any, identified in Appendix A hereto; and

                  (iv) submits to the jurisdiction of the courts, and waives
         jury trial, as provided in Sections 10.09 and 10.10 of the Credit
         Agreement.

         The Additional Subsidiary Guarantor hereby instructs its counsel to
deliver the opinions referred to in Section 6.10(a)(iii) of the Credit Agreement
to the Secured Parties.


                                       2
<PAGE>   3

         IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this
Joinder Agreement to be duly executed and delivered as of the day and year first
above written.

                                     Outdoor West, Inc. of Georgia,
                                     a Georgia corporation



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

                                     Outdoor West, Inc. of Tennessee,
                                     a Georgia corporation



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



Attested:



By:  /s/ James R. McIlwain
     ----------------------------------
     James R. McIlwain, Secretary

Accepted and agreed:

THE CHASE MANHATTAN BANK,
as Administrative Agent



By:    /s/ William E. Rottino
   ------------------------------------
Title: Vice President


                                       3
<PAGE>   4

The undersigned hereby respectively pledges and grants a security interest in
the Pledged Equity and evidenced by the certificate listed in Appendix A hereto
and agrees that Annex 1 of the above-referenced Pledge Agreement is hereby
supplemented by adding thereto the information listed on Appendix A.

Lamar Advertising of Macon, LLC, Issuee of Stock


By:      The Lamar Company, L.L.C.
         Its sole and managing member


By:    /s/ Keith A. Istre
       ------------------------------------
       Keith A. Istre
Title: Vice President-Finance


                                       4
<PAGE>   5

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                            ISSUER                    NO. SHARES      CERT. NO.     %
-----------------                            ------                    ----------      ---------     -
<S>                                          <C>                       <C>             <C>           <C>
Lamar Advertising of Macon, LLC              Outdoor West, Inc. of     1,000           5             100
                                             Georgia
</TABLE>

<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                            ISSUER                    NO. SHARES      CERT. NO.     %
-----------------                            ------                    ----------      ---------     -
<S>                                          <C>                      <C>            <C>            <C>
Lamar Advertising of Macon, LLC              Outdoor West, Inc. of     1,000           2             100
                                             Tennessee
</TABLE>


                                       5
<PAGE>   6

                  SCHEDULE OF ADDITIONAL SUBSIDIARY GUARANTORS

<TABLE>
<CAPTION>
GUARANTOR*                                                   DATE OF JOINDER AGREEMENT
----------                                                   -------------------------
<S>                                                          <C>
Lamar Advertising of Texas, Inc.                             June 19, 2000

Lamar Advantage GP Company                                   June 19, 2000

Lamar Advantage Holding Company                              June 19, 2000

Lamar Advantage LP Company, L.L.C.                           June 19, 2000

Lamar Advantage Outdoor Company, L.P.                        June 19, 2000

Lamar Ember, Inc.                                            July 8, 2000

Lamar Advertising of Macon, L.L.C.                           May 16, 2000

Lamar T.T.R., L.L.C.                                         June 1, 2000

Mississippi Logos, L.L.C.                                    May 5, 2000

Oklahoma Logos, L.L.C.                                       May 5, 2000

New Jersey Logos, L.L.C.                                     May 3, 2000

Georgia Logos, L.L.C.                                        May 5, 2000
</TABLE>



*The supplements to Annex 1/Appendix A to the Joinder Agreements of each
additional guarantor are set forth below in their entirety.


                                        6
<PAGE>   7

        SUPPLEMENT TO LAMAR ADVERTISING OF TEXAS, INC. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT


<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                       ISSUER                         NO. SHARES      CERT. NO.     %
-----------------                       ------                         ----------      ---------     -
<S>                                     <C>                           <C>             <C>           <C>
Lamar Media Corp.                       Lamar Advertising of Texas,    100             4             100
                                        Inc.
</TABLE>


                                       7
<PAGE>   8

         SUPPLEMENT TO LAMAR ADVANTAGE GP COMPANY, LLC JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>            <C>           <C>
Lamar Advertising of Texas, Inc.     Lamar Advantage GP Company, LLC   1,000           1             100
</TABLE>


                                       8
<PAGE>   9

        SUPPLEMENT TO LAMAR ADVANTAGE HOLDING COMPANY JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT



<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>            <C>            <C>
Lamar Advantage Outdoor Company,     Lamar Advantage Holding Company   100             2             100
L.P.
</TABLE>


                                       9
<PAGE>   10

       SUPPLEMENT TO LAMAR ADVANTAGE LP COMPANY, L.L.C. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT


<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>             <C>          <C>
Lamar Advertising of Texas, Inc.     Lamar Advantage LP Company, LLC   1,000           1             100
</TABLE>


                                       10
<PAGE>   11
      SUPPLEMENT TO LAMAR ADVANTAGE OUTDOOR COMPANY, L.P. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT



<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                              <C>              <C>           <C>
Lamar Advantage GP Company, LLC      Lamar Advantage Outdoor Company,  N/A             1GP           0.1
                                     L.P.

Lamar Advantage LP Company, LLC      Lamar Advantage Outdoor           N/A             1LP           99.9
                                     Company, L.P.
</TABLE>


                                       11
<PAGE>   12


                SUPPLEMENT TO LAMAR EMBER, INC. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>             <C>          <C>
The Lamar Company, L.L.C.            Lamar Ember, Inc.                 1,000           2             100
</TABLE>


                                       12
<PAGE>   13

       SUPPLEMENT TO LAMAR ADVERTISING OF MACON, L.L.C. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>            <C>            <C>
The Lamar Company, L.L.C.            Lamar Advertising of Macon,       100             2             100
                                     L.L.C.
</TABLE>


                                       13
<PAGE>   14

              SUPPLEMENT TO LAMAR T.T.R., L.L.C. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT


<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>             <C>           <C>
Lamar Advertising of Youngstown,     Lamar T.T.R., L.L.C.              1,000           1             100
Inc.
</TABLE>


                                       14
<PAGE>   15

            SUPPLEMENT TO MISSISSIPPI LOGOS, L.L.C. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT



<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>             <C>          <C>
Interstate Logos, Inc.               Mississippi Logos L.L.C.          1,000           1             100
</TABLE>


                                       15
<PAGE>   16

             SUPPLEMENT TO OKLAHOMA LOGOS, L.L.C. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT


<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                               <C>             <C>           <C>
Interstate Logos, Inc.               Oklahoma Logos, L.L.C.            1,000           1             100
</TABLE>


                                       16
<PAGE>   17

            SUPPLEMENT TO NEW JERSEY LOGOS, L.L.C. JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT


<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                              <C>             <C>            <C>
Interstate Logos, Inc.               New Jersey Logos, L.L.C.          1,000           1             100
</TABLE>


                                       17
<PAGE>   18

               SUPPLEMENT TO GEORGIA LOGOS, LLC JOINDER AGREEMENT

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT


<TABLE>
<CAPTION>
PLEDGOR OWNERSHIP                    ISSUER                            NO. SHARES      CERT. NO.     %
-----------------                    ------                            ----------      ---------     -
<S>                                  <C>                              <C>             <C>            <C>
Interstate Logos, Inc.               Georgia Logos, LLC                1,000           1             100
</TABLE>


                                       18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>ex10-2.txt
<DESCRIPTION>1996 EQUITY INCENTIVE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.2


                           1996 EQUITY INCENTIVE PLAN



1.  PURPOSE

         The purpose of the Lamar Advertising Company 1996 Equity Incentive Plan
(the "Plan") is to attract and retain key employees and consultants of the
Company and its Affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-term
growth of the Company by granting Awards with respect to the Company's Class A
Common Stock (the "Common Stock").


2.  ADMINISTRATION

         The Plan shall be administered by the Committee. The Committee shall
select the Participants to receive Awards and shall determine the terms and
conditions of the Awards. The Committee shall have authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider advisable, and to
interpret the provisions of the Plan. The Committee's decisions shall be final
and binding. To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers of the Company the power to make
Awards to Participants who are not Reporting Persons or Covered Employees and
all determinations under the Plan with respect thereto, provided that the
Committee shall fix the maximum amount of such Awards for all such Participants
and a maximum for any one Participant.

3.  ELIGIBILITY

         All employees and consultants of the Company or any Affiliate capable
of contributing significantly to the successful performance of the Company,
other than a person who has irrevocably elected not to be eligible, are eligible
to be Participants in the Plan. Incentive Stock Options may be granted only to
persons eligible to receive such Options under the Code.

4.  STOCK AVAILABLE FOR AWARDS

         (a) AMOUNT. Subject to adjustment under subsection (b), Awards may be
made under the Plan for up to 5,000,000 shares of Common Stock. If any Award
expires or is terminated unexercised or is forfeited or settled in a manner that
results in fewer shares outstanding than were awarded, the shares subject to
such Award, to the extent of such expiration, termination, forfeiture or
decrease, shall again be available for award under the Plan. Common Stock issued
through the assumption or substitution of outstanding grants from an acquired
company shall not reduce the shares available for Awards under the Plan. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

         (b) ADJUSTMENT. In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares or
other transaction affects the Common Stock such that an adjustment is required
in order to preserve the benefits intended to be provided by the


                                       A-1
<PAGE>   2
Plan, then the Committee (subject in the case of Incentive Stock Options to any
limitation required under the Code) shall equitably adjust any or all of (i) the
number and kind of shares in respect of which Awards may be made under the Plan,
(ii) the number and kind of shares subject to outstanding Awards and (iii) the
exercise price with respect to any of the foregoing, and if considered
appropriate, the Committee may make provision for a cash payment with respect to
an outstanding Award, provided that the number of shares subject to any Award
shall always be a whole number.

         (c) LIMIT ON INDIVIDUAL GRANTS. The maximum number of shares of Common
Stock subject to Options and Stock Appreciation Rights that may be granted to
any Participant in the aggregate in any calendar year shall not exceed 300,000
shares, subject to adjustment under subsection (b).

5.  STOCK OPTIONS

         (a) GRANT OF OPTIONS. Subject to the provisions of the Plan, the
Committee may grant options ("Options") to purchase shares of Common Stock (i)
complying with the requirements of Section 422 of the Code or any successor
provision and any regulations thereunder ("Incentive Stock Options") and (ii)
not intended to comply with such requirements ("Nonstatutory Stock Options").
The Committee shall determine the number of shares subject to each Option and
the exercise price therefor, which shall not be less than 100% of the Fair
Market Value of the Common Stock on the date of grant, provided that a
Nonstatutory Stock Option granted to a new employee or consultant within 90 days
of the date of employment may have a lower exercise price so long as it is not
less than 100% of Fair Market Value on the date of employment. No Incentive
Stock Option may be granted hereunder more than ten years after the effective
date of the Plan.

         (b) TERMS AND CONDITIONS. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Committee may specify in
the applicable grant or thereafter. The Committee may impose such conditions
with respect to the exercise of Options, including conditions relating to
applicable federal or state securities laws, as it considers necessary or
advisable.

         (c) PAYMENT. Payment for shares to be delivered pursuant to any
exercise of an Option may be made in whole or in part in cash or, to the extent
permitted by the Committee at or after the grant of the Option, by delivery of a
note or other commitment satisfactory to the Committee or shares of Common Stock
owned by the optionee, including Restricted Stock, or by retaining shares
otherwise issuable pursuant to the Option, in each case valued at their Fair
Market Value on the date of delivery or retention, or such other lawful
consideration as the Committee may determine.


                                       A-2
<PAGE>   3
6.  STOCK APPRECIATION RIGHTS

         (a) GRANT OF SARS. Subject to the provisions of the Plan, the Committee
may grant rights to receive any excess in value of shares of Common Stock over
the exercise price ("Stock Appreciation Rights" or "SARs") in tandem with an
Option (at or after the award of the Option), or alone and unrelated to an
Option. SARs in tandem with an Option shall terminate to the extent that the
related Option is exercised, and the related Option shall terminate to the
extent that the tandem SARs are exercised. The Committee shall determine at the
time of grant or thereafter whether SARs are settled in cash, Common Stock or
other securities of the Company, Awards or other property, and may define the
manner of determining the excess in value of the shares of Common Stock.

         (b) EXERCISE PRICE. The Committee shall fix the exercise price of each
SAR or specify the manner in which the price shall be determined. An SAR granted
in tandem with an Option shall have an exercise price not less than the exercise
price of the related Option. An SAR granted alone and unrelated to an Option may
not have an exercise price less than 100% of the Fair Market Value of the Common
Stock on the date of the grant, provided that such an SAR granted to a new
employee or consultant within 90 days of the date of employment may have a lower
exercise price so long as it is not less than 100% of Fair Market Value on the
date of employment.

7.  RESTRICTED STOCK

         (a) GRANT OF RESTRICTED STOCK. Subject to the provisions of the Plan,
the Committee may grant shares of Common Stock subject to forfeiture
("Restricted Stock") and determine the duration of the period (the "Restricted
Period") during which, and the conditions under which, the shares may be
forfeited to the Company and the other terms and conditions of such Awards.
Shares of Restricted Stock may be issued for no cash consideration, such minimum
consideration as may be required by applicable law or such other consideration
as the Committee may determine.

         (b) RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the
Committee, during the Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine. Any certificates issued
in respect of shares of Restricted Stock shall be registered in the name of the
Participant and unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with the Company. At
the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died, to the
Participant's Designated Beneficiary.


                                       A-3
<PAGE>   4

8.  GENERAL PROVISIONS APPLICABLE TO AWARDS

         (a) REPORTING PERSON LIMITATIONS. Notwithstanding any other provision
of the Plan, to the extent required to qualify for the exemption provided by
Rule 16b-3 under the Exchange Act, Awards made to a Reporting Person shall not
be transferable by such person other than by will or the laws of descent and
distribution and are exercisable during such person's lifetime only by such
person or by such person's guardian or legal representative. If then permitted
by Rule 16b-3, such Awards, unless Incentive Stock Options, may also be made
transferable pursuant to a Qualified Domestic Relations Order as defined in the
Code or Title I of the Employee Retirement Income Security Act or the rules
thereunder.

         (b) DOCUMENTATION. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and regulatory
laws and accounting principles.

         (c) COMMITTEE DISCRETION. Each type of Award may be made alone, in
addition to or in relation to any other Award. The terms of each type of Award
need not be identical, and the Committee need not treat Participants uniformly.
Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of grant or at any time thereafter.

         (d) DIVIDENDS AND CASH AWARDS. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest and (ii) cash
payments in lieu of or in addition to an Award.

         (e) TERMINATION OF EMPLOYMENT. The Committee shall determine the effect
on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.

         (f) CHANGE IN CONTROL. In order to preserve a Participant's rights
under an Award in the event of a change in control of the Company (as defined by
the Committee), the Committee in its discretion may, at the time an Award is
made or at any time thereafter, take one or more of the following actions: (i)
provide for the acceleration of any time period relating to the exercise or
payment of the Award, (ii) provide for payment to the Participant of cash or
other property with a Fair Market Value equal to the amount that would have been
received upon the exercise or payment of the Award had the Award been exercised
or paid upon the change in control, (iii) adjust the terms of the Award in a
manner determined by the Committee to reflect the change in control, (iv) cause
the Award to be assumed, or new rights substituted therefor, by another entity,
or (v) make such other provision as the Committee may consider equitable to
Participants and in the best interests of the Company.


                                       A-4
<PAGE>   5

         (g) LOANS. The Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise any Award
under the Plan, which loans may be secured by any security, including Common
Stock, underlying or related to such Award (provided that the loan shall not
exceed the Fair Market Value of the security subject to such Award), and which
may be forgiven upon such terms and conditions as the Committee may establish at
the time of such loan or at any time thereafter.

         (h) WITHHOLDING TAXES. The Participant shall pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of Awards under the Plan no later than the date
of the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.

         (i) FOREIGN NATIONALS. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable laws.

         (j) AMENDMENT OF AWARD. The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the same
or a different type, changing the date of exercise or realization and converting
an Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

9.  CERTAIN DEFINITIONS

         "Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total voting power or has a
significant financial interest as determined by the Committee.

         "Award" means any Option, Stock Appreciation Right or Restricted Stock
granted under the Plan.

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor law.

         "Committee" means one or more committees each comprised of not less
than two members of the Board appointed by the Board to administer the Plan or a
specified portion thereof. Unless otherwise determined by the Board, if a
Committee is authorized to grant Awards to a Reporting Person or a Covered
Employee, each member shall be a "non-employee director" or the equivalent
within the meaning of applicable Rule 16b-3 under the Exchange Act or an
"outside director" within the meaning of Section 162(m) of the Code,
respectively.


                                       A-5
<PAGE>   6

         "Common Stock" or "Stock" means the Class A Common Stock, $0.001 par
value, of the Company.

         "Company" means Lamar Advertising Company, a Delaware corporation.

         "Covered Employee" means a "covered employee" within the meaning of
Section 162(m) of the Code.

         "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, "Designated
Beneficiary" means the Participant's estate.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor law.

         "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

         "Participant" means a person selected by the Committee to receive an
Award under the Plan.

         "Reporting Person" means a person subject to Section 16 of the Exchange
Act.

10.  MISCELLANEOUS

         (a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to
be granted an Award. Neither the Plan nor any Award hereunder shall be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.

         (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded shall be considered the holder of the Stock at the time
of the Award except as otherwise provided in the applicable Award.

         (c) EFFECTIVE DATE. Subject to the approval of the stockholders of the
Company, the Plan shall be effective on July 24, 1996.

         (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, subject to such stockholder approval as
the Board determines to be necessary or advisable to comply with any tax or
regulatory requirement.

         (e) GOVERNING LAW. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.


                                       A-6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>ex10-3.txt
<DESCRIPTION>2000 EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3


                        2000 EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE.

         This 2000 Employee Stock Purchase Plan (the "Plan") is adopted by Lamar
Advertising Company (the "Company") to provide Eligible Employees who wish to
become shareholders of the Company an opportunity to purchase shares of Class A
Common Stock, par value $.001 per share, of the Company ("Common Stock"). The
Plan is intended to qualify as an "employee stock purchase plan" under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"), and the
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of Section 423;
provided that, if and to the extent authorized by the Board, the fact that the
Plan does not comply in all respects with the requirements of Section 423 shall
not affect the operation of the Plan or the rights of Employees hereunder.

2.       CERTAIN DEFINITIONS.

         As used in this Plan:

         (a) "Board" means the Board of Directors of the Company, and
"Committee" means the Executive Committee of the Board or such other committee
as the Board may appoint from time to time to administer the Plan.

         (b) "Coordinator" means the officer of the Company or other person
charged with day-to-day supervision of the Plan as appointed from time to time
by the Board or the Committee.

         (c) "Designated Beneficiary" means a person designated by an Employee
in the manner prescribed by the Committee or the Coordinator to receive certain
benefits provided in this Plan in the event of the death of the Employee.

         (d) "Eligible Employee" with respect to any Offering hereunder means
any Employee who, as of the Offering Commencement Date for such Offering:

                  (i) has been a Full-time Employee of the Company or any of its
Subsidiaries for not less than twelve months; and

                  (ii) would not, immediately after any right to acquire Shares
in such Offering is granted, own stock or rights to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary corporation, determined in
accordance with Section 423.

         (e) "Employee" means an employee (as that term is used in Section 423)
of the Company or any of its Subsidiaries.

         (f) "Fair Market Value" of a Share shall mean the fair market value of
a share of Common Stock, as determined by the Committee.

<PAGE>   2

         (g) "Full-time Employee" is an Employee whose customary employment is
for more than (i) 20 hours per week and (ii) five months, in the calendar year
during which the respective Offering Commencement Date occurs.

         (h) "Offering" is an offering of Shares pursuant to Section 5 of the
Plan.

         (i) "Offering Commencement Date" means the date on which an Offering
under the Plan commences, and "Offering Termination Date" means the date on
which an Offering under the Plan terminates.

         (j) "Purchase Date" means each date on which the rights granted under
the Plan may be exercised for the purchase of Shares.

         (k) "Section 423" and subdivisions thereof refer to Section 423 of the
Code or any successor provision(s).

         (l) "Shares" means shares of Common Stock.

         (m) "Subsidiary" means a subsidiary corporation, as defined in Section
424 of the Code, of the Company the Employees of which are designated by the
Board of Directors or the Committee as eligible to participate in the Plan.

3.       ADMINISTRATION OF THE PLAN.

         The Committee shall administer, interpret and apply all provisions of
the Plan as it deems necessary or appropriate, subject, however, at all times to
the final jurisdiction of the Board of Directors. The Board may in any instance
perform any of the functions of the Committee hereunder. The Committee may
delegate administrative responsibilities to the Coordinator, who shall, for
matters involving the Plan, be an ex officio member of the Committee.
Determinations made by the Committee and approved by the Board of Directors with
respect to any provision of the Plan or matter arising in connection therewith
shall be final, conclusive and binding upon the Company and upon all
participants, their heirs or legal representatives.

4.       SHARES SUBJECT TO THE PLAN.

         The maximum aggregate number of Shares that may be purchased upon
exercise of rights granted under the Plan shall be 500,000 plus an annual
increase to be added on the first day of each fiscal year of the Company
beginning with the 2001 fiscal year equal to the least of (i) 500,000 Shares,
(ii) one-tenth of one percent of the total number of Shares outstanding on the
last day of the preceding fiscal year, and (iii) a lesser amount determined by
the Board. Appropriate adjustments in such amount, the number of Shares covered
by outstanding rights granted hereunder, the securities that may be purchased
hereunder, the Exercise Price, and the maximum number of Shares or other
securities that an employee may purchase (pursuant to Section 8 below) shall be
made to give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant changes in
the capitalization of the Company occurring after the effective date of the
Plan; provided that any fractional Share otherwise issuable hereunder as a
result of such an adjustment shall be adjusted downward to the nearest full
Share. Any agreement of merger or consolidation involving the Company will


                                       2
<PAGE>   3

include appropriate provisions for protection of the then existing rights of
participating employees under the Plan. Either authorized and unissued Shares or
treasury Shares may be purchased under the Plan. The Committee may impose
restrictions on transfer on Shares purchased under the Plan. If for any reason
any right under the Plan terminates in whole or in part, Shares subject to such
terminated right may again be subjected to a right under the Plan.

5.       OFFERINGS; PARTICIPATION.

         (a) From time to time, the Company, by action of the Committee, will
grant rights to purchase Shares to Eligible Employees pursuant to one or more
Offerings, each having an Offering Commencement Date, an Offering Termination
Date, and one or more Purchase Dates as designated by the Committee. No Offering
may last longer than twenty-seven (27) months or such longer period as may then
be consistent with Section 423. The Committee may limit the number of Shares
issuable in any Offering, either before or during such Offering.

         (b) Participation in each Offering shall be limited to Eligible
Employees who elect to participate in such Offering in the manner, and within
the time limitations, established by the Committee. No person otherwise eligible
to participate in any Offering under the Plan shall be entitled to participate
if he or she has elected not to participate. Any such election not to
participate may be revoked only with the consent of the Committee.

         (c) An Employee who has elected to participate in an Offering may make
such changes in the level of payroll deductions as the Committee may permit from
time to time, or may withdraw from such Offering, by giving written notice to
the Company before any Purchase Date. No Employee who has withdrawn from
participating in an Offering may resume participation in the same Offering, but
he or she may participate in any subsequent Offering if otherwise eligible.

         (d) Upon termination of a participating Employee's employment for any
reason, including retirement but excluding death or disability (as defined in
Section 22(e)(3) of the Code) while in the employ of the Company or a
Subsidiary, such Employee will be deemed to have withdrawn from participation in
all pending Offerings.

         (e) Upon termination of a participating Employee's employment because
of disability or death, the Employee or his or her Designated Beneficiary, if
any, as the case may be, shall have the right to elect, with respect to each
Offering in which the Employee was then participating, by written notice given
to the Coordinator within 30 days after the date of termination of employment
(but not later than the next applicable Purchase Date for each Offering), either
(i) to withdraw from such Offering or (ii) to exercise the Employee's right to
purchase Shares on the next Purchase Date of such Offering to the extent of the
accumulated payroll deductions or other contributions in the Employee's account
at the date of termination of employment. If no such election with respect to
any Offering is made within such period, the Employee shall be deemed to have
withdrawn from such Offering on the date of termination of employment. The
foregoing election is not available to any person, such as a legal
representative, as such, other than the Employee or a Designated Beneficiary.


                                       3
<PAGE>   4
6.       EXERCISE PRICE.

         The rights granted under the Plan shall be exercised and Shares shall
be purchased at a price per Share (the "Exercise Price") determined by the
Committee from time to time; provided that the Exercise Price shall not be less
than eighty-five percent (85%) of the Fair Market Value of a Share on (a) the
respective Offering Commencement Date or (b) the respective Purchase Date,
whichever is lower.

7.       EXERCISE OF RIGHTS; METHOD OF PAYMENT.

         (a) Participating Employees may pay for Shares purchased upon exercise
of rights granted hereunder through regular payroll deductions, by lump sum cash
payment, by delivery of shares of Common Stock valued at Fair Market Value on
the date of delivery, or a combination thereof, as determined by the Committee
from time to time. No interest shall be paid upon payroll deductions or other
amounts held hereunder (whether or not used to purchase Shares) unless
specifically provided for by the Committee. All payroll deductions and other
amounts received or held by the Company under this Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such amounts.

         (b) Subject to any applicable limitation on purchases under the Plan,
and unless the Employee has previously withdrawn from the respective Offering,
rights granted to a participating Employee under the Plan will be exercised
automatically on the Purchase Date of the respective Offering coinciding with
the Offering Termination Date, and the Committee may provide that such rights
may at the election of the Employee be exercised on one or more other Purchase
Dates designated by the Committee within the period of the Offering, for the
purchase of the number of Shares that may be purchased at the applicable
Exercise Price with the accumulated payroll deductions or other amounts
contributed by such Employee as of the respective Purchase Date. Fractional
Shares will be issued under the Plan, unless the Committee determines otherwise.
If fractional Shares are not issued, any amount that would otherwise have been
applied to the purchase of a fractional Share shall be retained and applied to
the purchase of Shares in the following Offering unless the respective Employee
elects otherwise. The Company will deliver to each participating Employee or to
an account of the participating Employee designated by the Committee evidence of
ownership of the shares of Common Stock purchased within a reasonable time after
the Purchase Date in such form as the Committee determines will give the
participating Employee full ownership of and rights to transfer the Shares. The
Committee may require that the participating Employee hold such Shares in an
account of the participating Employee designated by the Committee.

         (c) Any amounts contributed by an Employee or withheld from the
Employee's compensation that are not used for the purchase of Shares, whether
because of such Employee's withdrawal from participation in an Offering
(voluntarily, upon termination of employment, or otherwise) or for any other
reason, except as provided in Section 7(b), shall be repaid to the Employee or
his or her Designated Beneficiary or legal representative, as applicable, within
a reasonable time thereafter.

         (d) The Company's obligation to offer, sell and deliver Shares under
the Plan at any time is subject to (i) the approval of any governmental
authority required in connection with the


                                       4
<PAGE>   5
authorized issuance or sale of such Shares, (ii) satisfaction of the listing
requirements of any national securities exchange or securities market on which
the Common Stock is then listed, and (iii) compliance, in the opinion of the
Company's counsel, with all applicable federal and state securities and other
laws.

8.       LIMITATIONS ON PURCHASE RIGHTS.

         (a) Any provision of the Plan or any other employee stock purchase plan
of the Company or any subsidiary (collectively, "Other Plans") to the contrary
notwithstanding, no Employee shall be granted the right to purchase Common Stock
(or other stock of the Company and any subsidiary) under the Plan and all Other
Plans at a rate that exceeds an aggregate of $25,000 (or such other maximum as
may be prescribed from time to time by Section 423) in Fair Market Value of such
stock (determined at the time the rights are granted) for each calendar year in
which any such right is outstanding.

         (b) An Employee's participation in any one or a combination of
Offerings under the Plan shall not exceed such additional limits as the
Committee may from time to time impose.

9.       TAX WITHHOLDING.

         Each participating Employee shall pay to the Company or the applicable
Subsidiary, or make provision satisfactory to the Committee for payment of, any
taxes required by law to be withheld in respect of the purchase or disposition
of Shares no later than the date of the event creating the tax liability. In the
Committee's discretion and subject to applicable law, such tax obligations may
be paid in whole or in part by delivery of Shares to the Company, including
Shares purchased under the Plan, valued at Fair Market Value on the date of
delivery. The Company or the applicable Subsidiary may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise
due to the Employee or withhold Shares purchased hereunder, which shall be
valued at Fair Market Value on the date of withholding.

10.      PARTICIPANTS' RIGHTS AS SHAREHOLDERS AND EMPLOYEES.

         (a) No participating Employee shall have any rights as a shareholder in
the Shares covered by a right granted hereunder until such right has been
exercised, full payment has been made for such Shares, and the Share certificate
is actually issued.

         (b) Neither the adoption, maintenance, nor operation of the Plan nor
any grant of rights hereunder shall entitle any Employee to continued employment
or other service with the Company or any Subsidiary or restrict the right of any
of such entities to terminate such employment or service or otherwise change the
terms of such employment or service at any time or for any reason.

11.      RIGHTS NOT TRANSFERABLE.

         Rights under the Plan are not assignable or transferable by a
participating Employee other than by will or the laws of descent and
distribution and, during the Employee's lifetime, are exercisable only by the
Employee. The Company may treat any attempted inter vivos assignment as an
election to withdraw from all pending Offerings.


                                       5
<PAGE>   6

12.      AMENDMENTS TO OR TERMINATION OF THE PLAN.

         The Board shall have the right to amend, modify or terminate the Plan
at any time without notice, subject to any stockholder approval that the Board
determines to be necessary or advisable; provided that the rights of Employees
hereunder with respect to any ongoing or completed Offering shall not be
adversely affected.

13.      GOVERNING LAW.

         Subject to overriding federal law, the Plan shall be governed by and
interpreted consistently with the laws of Delaware.

14.      EFFECTIVE DATE AND TERM.

         This Plan will become effective on April 1, 2000. No rights shall be
granted under the Plan after April 1, 2010.


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>9
<FILENAME>ex10-4.txt
<DESCRIPTION>SERIES A-1 INCREMENTAL LOAN AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.4

                      SERIES A-1 INCREMENTAL LOAN AGREEMENT

                  SERIES A-1 INCREMENTAL LOAN AGREEMENT dated as of May 31, 2000
between LAMAR ADVERTISING COMPANY ("Holdings"), LAMAR MEDIA CORP. (the
"Borrower"), the SUBSIDIARY GUARANTORS party hereto, the SERIES A-1 LENDERS
party hereto and THE CHASE MANHATTAN BANK, as Administrative Agent.

                  The Borrower, the Subsidiary Guarantors party thereto, the
lenders party thereto and The Chase Manhattan Bank, as Administrative Agent, are
parties to a Credit Agreement dated as of August 13, 1999 (the "Credit
Agreement") providing for extensions of credit (by means of loans and letters of
credit) in an aggregate principal amount up to but not exceeding $1,000,000,000
(which, in the circumstances contemplated by Section 2.01(d) thereof, may be
increased to $1,400,000,000).

                  Section 2.01(d) of the Credit Agreement contemplates that at
any time and from time to time prior to December 31, 2001, the Borrower may
request that the Lenders (as defined therein) offer to enter into commitments to
make Incremental Loans under and as defined in said Section 2.01(d), which
Incremental Loans may be made in one or more separate "series" of term loans but
which in the aggregate may not exceed $400,000,000. The Borrower has now
requested that $20,000,000 of Incremental Loans under said Section 2.01(d) be
made available to it in a single series of term loans (the "Series A-1 Loans").
The Series A-1 Lenders (as defined below) are willing to make such loans on the
terms and conditions set forth below and in accordance with the applicable
provisions of the Credit Agreement and, accordingly, the parties hereto hereby
agree as follows:


                                    ARTICLE I

                                  DEFINED TERMS

                  Terms defined in the Credit Agreement are used herein as
defined therein. In addition, the following terms have the meanings specified
below:

                  "Series A-1 Commitment" means, with respect to each Series A-1
         Lender, the commitment of such Lender to make Series A-1 Loans
         hereunder. The amount of each Series A-1 Lender's Series A-1 Commitment
         is (i) set forth opposite such Series A-1 Lender's signature hereto or
         (ii) evidenced by an assignment of such Series A-1 Commitment pursuant
         to Section 10.04 of the Credit Agreement. The aggregate original amount
         of the Series A-1 Commitments is $20,000,000.

                  "Series A-1 Effective Date" means the date on which the
         conditions specified in Article IV are satisfied (or waived by the
         Required Series A-1 Lenders).


                      Series A-1 Incremental Loan Agreement

<PAGE>   2
                                      -2-


                  "Series A-1 Lender" means (a) on the date hereof, a Lender
         that has executed and delivered this Agreement and (b) thereafter, the
         Lenders from time to time holding Series A-1 Commitments or Series A-1
         Loans after giving effect to any assignments thereof pursuant to
         Section 10.04 of the Credit Agreement.


                                   ARTICLE II

                                SERIES A-1 LOANS

                  Section 2.01. Commitments. Subject to the terms and conditions
set forth herein and in the Credit Agreement, each Series A-1 Lender agrees to
make Series A-1 Loans to the Borrower on the Series A-1 Effective Date in an
aggregate principal amount equal to such Series A-1 Lender's Series A-1
Commitment. Proceeds of Series A-1 Loans shall be available for any use
permitted under Section 6.09 of the Credit Agreement.

                  Section 2.02. Termination of Commitments. Unless previously
terminated, the Series A-1 Commitments shall terminate after the borrowing of
the Series A-1 Loans on the Series A-1 Effective Date.

                  Section 2.03. Repayment of Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the Series A-1 Lenders the outstanding principal amount of the Series A-1 Loans
on each Principal Payment Date set forth below in the aggregate principal amount
set forth opposite such Principal Payment Date:

<TABLE>
<CAPTION>
                  Principal Payment Date                      Principal Amount
                  ----------------------                      ----------------

<S>                                                           <C>
                  September 30, 2001                           $1,000,000
                  December 31, 2001                            $1,000,000

                  March 31, 2002                               $  500,000
                  June 30, 2002                                $  500,000
                  September 30, 2002                           $  500,000
                  December 31, 2002                            $  500,000

                  March 31, 2003                               $1,000,000
                  June 30, 2003                                $1,000,000
                  September 30, 2003                           $1,000,000
                  December 31, 2003                            $1,000,000

                  March 31, 2004                               $1,250,000
                  June 30, 2004                                $1,250,000
                  September 30, 2004                           $1,250,000
                  December 31, 2004                            $1,250,000

                  March 31, 2005                               $1,400,000
                  June 30, 2005                                $1,400,000
                  September 30, 2005                           $1,400,000
                  December 31, 2005                            $1,400,000

                  March 1, 2006                                $1,400,000
</TABLE>

                      Series A-1 Incremental Loan Agreement

<PAGE>   3
                                      -3-


To the extent not previously paid, all Series A-1 Loans shall be due and payable
on the Tranche A Maturity Date.


                  Section 2.04. Applicable Margin. The Applicable Margin for
Series A-1 Loans shall be the respective rates provided for the Tranche A Term
Loans in Section 1.01 of the Credit Agreement.

                  Section 2.05. Status of Agreement. The Series A-1 Commitments
of each Series A-1 Lender constitute Incremental Loan Commitments, the Series
A-1 Lenders constitute Incremental Loan Lenders and the Series A-1 Loans
constitutes a single "Series" of Incremental Loans under Section 2.01(d) of the
Credit Agreement.


                                   ARTICLE III

                   REPRESENTATION AND WARRANTIES; NO DEFAULTS

                  The Borrower and each Subsidiary Guarantor represents and
warrants to the Lenders and the Administrative Agent, as to itself and each of
its Subsidiaries that, after giving effect to the provisions hereof, (i) each of
the representations and warranties set forth in Article IV of the Credit
Agreement is true and correct on and as of the date hereof as if made on and as
of the date hereof (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, such representation or warranty
is true and correct as of such specific date) and as if each reference therein
to the Credit Agreement or Loan Documents included reference to this Agreement
and (ii) no Default or Event of Default has occurred and is continuing.


                                   ARTICLE IV

                                   CONDITIONS

                  The obligations of the Series A-1 Lenders to make the Series
A-1 Loans is subject to the conditions precedent that each of the following
conditions shall have been satisfied (or waived by the Required Series A-1
Lenders):

                  (a) Counterparts of Agreement. The Administrative Agent (or
         Special Counsel) shall have received from each party hereto either (i)
         a counterpart of this Agreement


                      Series A-1 Incremental Loan Agreement

<PAGE>   4
                                      -4-


         signed on behalf of such party or (ii) written evidence satisfactory to
         the Administrative Agent (which may include telecopy transmission of a
         signed signature page of this Agreement) that such party has signed a
         counterpart of this Agreement.

                  (b) Opinion of Counsel to Credit Parties. The Administrative
         Agent (or Special Counsel) shall have received a favorable written
         opinion (addressed to the Administrative Agent and the Series A-1
         Lenders and dated the Series A-1 Effective Date) of Kean, Miller,
         Hawthorne, D'Armond, McCowan & Jarman, L.L.P., counsel to the Credit
         Parties, substantially in the form of Annex 1, and covering such
         matters relating to the Credit Parties or this Agreement as the
         Administrative Agent shall request (and each Credit Party hereby
         requests such counsel to deliver such opinion).

                  (c) Opinion of Special Counsel. The Administrative Agent shall
         have received a favorable written legal opinion (addressed to
         Administrative Agent and the Series A-1 Lenders and dated the Series
         A-1 Effective Date) of Special Counsel, substantially in the form of
         Annex 2 (and the Administrative Agent hereby requests such counsel to
         deliver such opinion).

                  (d) Corporate Matters. The Administrative Agent (or Special
         Counsel) shall have received such documents and certificates as either
         the Administrative Agent or Special Counsel may reasonably request
         relating to the organization, existence and good standing of each
         Credit Party, the authorization of the Borrowings hereunder and any
         other legal matters relating to the Credit Parties, the Credit
         Agreement or this Agreement, all in form and substance reasonably
         satisfactory to each Agent.

                  (e) Notes. The Administrative Agent (or Special Counsel) shall
         have received for each Series A-1 Lender that shall have requested a
         promissory note at least one Business Day prior to the Series A-1
         Effective Date, a duly completed and executed promissory note for such
         Series A-1 Lender.

                  (f) Fees and Expenses. The Administrative Agent shall have
         received all fees and other amounts due and payable on or prior to the
         Series A-1 Effective Date, including, to the extent invoiced,
         reimbursement or payment of all out-of-pocket expenses required to be
         reimbursed or paid by the Borrower hereunder.

                  (g) Additional Conditions. The Administrative Agent (or
         Special Counsel) shall have received a certificate, dated the Series
         A-1 Effective Date and signed by a Financial Officer confirming that
         (i) after giving effect to the Borrowing hereunder (under the
         assumption that such Borrowing had been consummated on the first day of
         the respective periods for which calculations are to be made under the
         covenants in Section 7.09 of the Credit Agreement), the Borrower would
         have been in compliance with the applicable provisions of Section 7.09
         of the Credit Agreement and (ii) each of the applicable conditions
         precedent set forth in Section 5.03 of the Credit Agreement to the
         making of Series A-1 Loans on the Series A-1 Effective Date shall have
         been satisfied.




                      Series A-1 Incremental Loan Agreement


<PAGE>   5
                                      -5-


                                    ARTICLE V

                         GUARANTY AND PLEDGE BY HOLDINGS

                  By its signature hereto, Holdings confirms that the
obligations of the Borrower under this Agreement and in respect of the Series
A-1 Loans are entitled to the benefits of the guarantee and pledge set forth in
the Holdings Guaranty and Pledge Agreement and constitute Guaranteed Obligations
and Secured Obligations (in each case, as defined therein).


                                   ARTICLE VI

                                  MISCELLANEOUS

                  SECTION 6.01. Expenses. The Obligors jointly and severally
agree to pay, or reimburse the Administrative Agent or Lenders for paying, (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of
Special Counsel, in connection with the syndication of the Incremental Loans
provided for herein and the preparation of this Agreement.

                  SECTION 6.02. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement
shall become effective when this Agreement shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof and thereof which, when taken together, bear the signatures
of each of the other parties hereto and thereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 6.03. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the law of the State of New York.

                  SECTION 6.04. Headings. Article and Section headings used
herein are for convenience of reference only, are not part of this Agreement and
shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.



                      Series A-1 Incremental Loan Agreement

<PAGE>   6
                                      -6-


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

                                             HOLDINGS

                                        LAMAR ADVERTISING COMPANY



                                        By /s/ KEITH A. ISTRE
                                          ----------------------------
                                             Title:


                                             BORROWER

                                        LAMAR MEDIA CORP.



                                        By /s/ KEITH A. ISTRE
                                          ----------------------------
                                             Title:


                                       SUBSIDIARY GUARANTORS

                                        INTERSTATE LOGOS, INC.
                                        LAMAR ADVERTISING OF COLORADO SPRINGS,
                                             INC.
                                        LAMAR TEXAS GENERAL PARTNER, INC.
                                        TLC PROPERTIES, INC.
                                        TLC PROPERTIES II, INC.
                                        LAMAR PENSACOLA TRANSIT, INC.
                                        LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                        NEBRASKA LOGOS, INC.
                                        MISSOURI LOGOS, INC.
                                        OHIO LOGOS, INC.
                                        UTAH LOGOS, INC.
                                        TEXAS LOGOS, INC.
                                        SOUTH CAROLINA LOGOS, INC.
                                        VIRGINIA LOGOS, INC
                                        MINNESOTA LOGOS, INC.
                                        MICHIGAN LOGOS, INC.
                                        FLORIDA LOGOS, INC.
                                        KENTUCKY LOGOS, INC.



                      Series A-1 Incremental Loan Agreement

<PAGE>   7
                                      -7-


                                        NEVADA LOGOS, INC.
                                        TENNESSEE LOGOS, INC.
                                        KANSAS LOGOS, INC.
                                        COLORADO LOGOS, INC.
                                        NEW MEXICO LOGOS, INC.
                                        CANADIAN TODS LIMITED
                                        LAMAR ADVERTISING OF MICHIGAN, INC.
                                        LAMAR ELECTRICAL, INC.
                                        LAMAR ADVERTISING OF WEST VIRGINIA, INC.
                                        LAMAR ADVERTISING OF ASHLAND, INC.
                                        AMERICAN SIGNS, INC.
                                        LAMAR OCI NORTH CORPORATION
                                        LAMAR OCI SOUTH CORPORATION
                                        LAMAR ROBINSON, INC.
                                        LAMAR ADVERTISING OF KENTUCKY, INC.
                                        LAMAR FLORIDA, INC.
                                        LAMAR ADVERTISING OF IOWA, INC.
                                        LAMAR ADVAN, INC.
                                        LAMAR ADVERTISING OF SOUTH DAKOTA


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

                                        OKLAHOMA LOGOS, L.L.C.
                                        MISSISSIPPI LOGOS, L.L.C.
                                        DELAWARE LOGOS, L.L.C.
                                        NEW JERSEY LOGOS, L.L.C.
                                        GEORGIA LOGOS, L.L.C.

                                        By: Interstate Logos, Inc.
                                        Its: Sole and Managing Member


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



                      Series A-1 Incremental Loan Agreement

<PAGE>   8
                                      -8-


                                        INTERSTATE LOGOS, L.L.C.

                                        By: Lamar Media Corp.,
                                        Its Sole and Managing Member


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

                                        LAMAR ADVERTISING OF MACON, L.L.C.

                                        By: Lamar Advertising Company
                                        Its: Sole and Managing Member


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

                                        THE LAMAR COMPANY, L.L.C.

                                        By: Lamar Media Corp.,
                                        Its Sole and Managing Member


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

                                        LAMAR ADVERTISING OF PENN, LLC

                                        By: The Lamar Company, L.L.C., Its
                                             Manager
                                        By: Lamar Media Corp., Its Manager


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



                      Series A-1 Incremental Loan Agreement

<PAGE>   9
                                      -9-


                                        LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                                        By: The Lamar Company, L.L.C., Its
                                             Manager
                                        By: Lamar Media Corp., Its Manager


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

                                        LAMAR TENNESSEE, L.L.C.
                                        By: Lamar Media Corp., Its Manager


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

                                        LAMAR TEXAS LIMITED PARTNERSHIP

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


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

                                        MISSOURI LOGOS, A PARTNERSHIP

                                        By: Missouri Logos, Inc.,
                                        Its General Partner


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



                      Series A-1 Incremental Loan Agreement


<PAGE>   10
                                      -10-


                                        LAMAR AIR, L.L.C.

                                        By: The Lamar Company, L.L.C., Its
                                             Manager
                                        By: Lamar Media Corp., Its Manager


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

                                        TLC PROPERTIES, L.L.C.

                                        By: TLC Properties, Inc.
                                        Its Manager


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

                                        LAMAR MW SIGN CORPORATION
                                        LAMAR MARTIN CORPORATION
                                        LAMAR NEVADA SIGN CORPORATION
                                        LAMAR OUTDOOR CORPORATION
                                        LAMAR WHITECO OUTDOOR CORPORATION
                                        DOWLING COMPANY, INCORPORATED
                                        HARDIN DEVELOPMENT CORPORATION
                                        LINDSAY OUTDOOR ADVERTISING INC
                                        PARSONS DEVELOPMENT COMPANY
                                        REVOLUTION OUTDOOR ADVERTISING, INC.
                                        SCENIC OUTDOOR MARKETING &
                                          CONSULTING INC.


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



                      Series A-1 Incremental Loan Agreement


<PAGE>   11
                                      -11-


                                        LAMAR WEST, L.P.
                                        By: Lamar MW Sign Corporation,
                                            Its General Partner

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

                                        OUTDOOR PROMOTIONS WEST, L.L.C.
                                        TRANSIT AMERICA LAS VEGAS, L.L.C.
                                        TRIUMPH OUTDOOR LOUISIANA, L.L.C.
                                        TRIUMPH OUTDOOR RHODE ISLAND, L.L.C.

                                        By: Triumph Outdoor Holdings, L.L.C.,
                                             Its Manager

                                        By: Lamar Outdoor Corporation, Its
                                             Manager

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

                                        TRIUMPH OUTDOOR HOLDINGS, L.L.C.

                                        By: Lamar Outdoor Corporation, Its
                                             Manager

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


                                         ADMINISTRATIVE AGENT

                                                 THE CHASE MANHATTAN BANK,
                                                   as Administrative Agent



                                                 By  /s/ WILLIAM ROTTINO
                                                     ----------------------




                      Series A-1 Incremental Loan Agreement

<PAGE>   12

                               SERIES A-1 LENDERS

$20,000,000                             THE CHASE MANHATTAN BANK



                                        By: /s/ WILLIAM ROTTINO
                                            ------------------------------------
                                            Title:



                      Series A-1 Incremental Loan Agreement

<PAGE>   13

                                                                         ANNEX 1

                 [Form of Opinion of Counsel to Credit Parties]

                                                                  May [__], 2000

To the Lenders party to the
 Series A-1 Incremental Loan Agreement
  referred to below and
  The Chase Manhattan Bank,
  as Administrative Agent

Ladies and Gentlemen:

                  We have acted as counsel to LAMAR ADVERTISING COMPANY
("Holdings"), LAMAR MEDIA CORP. (herein the "Borrower") and the SUBSIDIARY
GUARANTORS, in connection with the Series A-1 Incremental Loan Agreement dated
as of May __, 2000 (the "Series A-1 Agreement") between Lamar Advertising
Company ("Holdings") Lamar Media Corp. (the "Borrower"), the Subsidiary
Guarantors party thereto, the Series A-1 Lenders party thereto (the "Series A-1
Lenders") and The Chase Manhattan Bank, as Administrative Agent (the
"Administrative Agent"), which Series A-1 Agreement is being entered into
pursuant to Section 2.01(d) of the Credit Agreement dated as of August 13, 1999
(the "Credit Agreement") between the Borrower, the Subsidiary Guarantors party
thereto, the lenders party thereto and the Administrative Agent. Terms defined
in the Series A-1 Agreement and Credit Agreement are used herein as defined
therein. This opinion is being delivered pursuant to clause (b) of Article IV of
the Series A-1 Agreement.

                  In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

                  (a)      the Series A-1 Agreement;

                  (b)      the Credit Agreement; and

                  (c)      the Holdings Guaranty and Pledge Agreement.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the "Credit Documents".

                  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon statements of governmental officials and upon

                  Form of Opinion of Counsel to Credit Parties


<PAGE>   14
                                      -2-


representations made in or pursuant to the Credit Documents and certificates of
appropriate representatives of the Credit Parties.

                  In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Credit Parties):

         (i)      such documents have been duly authorized by, have been duly
                  executed and delivered by, and constitute legal, valid,
                  binding and enforceable obligations of, all of the parties to
                  such documents;

         (ii)     all signatories to such documents have been duly authorized;
                  and

         (iii)    all of the parties to such documents are duly organized and
                  validly existing and have the power and authority (corporate
                  or other) to execute, deliver and perform such documents.

                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:

                  1. Holdings is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Delaware. The
         Borrower is a corporation duly organized, validly existing and in good
         standing under the laws of the State of Delaware. Each Subsidiary of
         the Borrower is a corporation, partnership or other entity duly
         organized, validly existing and in good standing under the laws of the
         respective state indicated opposite its name in Schedule 4.14 to the
         Credit Agreement.

                  2. Each Credit Party has all requisite corporate or other
         power to execute and deliver, and to perform its obligations under, the
         Credit Documents to which it is a party. The Borrower has all requisite
         corporate power to borrow under the Credit Agreement and to incur
         liability in respect of Letters of Credit under the Credit Agreement.

                  3. The execution, delivery and performance by each Credit
         Party of each Credit Document to which it is a party, and the
         borrowings and the incurrence of liability in respect of Letters of
         Credit by the Borrower under the Credit Agreement, have been duly
         authorized by all necessary corporate or other action on the part of
         such Credit Party.

                  4. Each Credit Document has been duly executed and delivered
         by each Credit Party party thereto.


                  Form of Opinion of Counsel to Credit Parties
<PAGE>   15
                                      -3-


                  5. Under Louisiana conflict of laws principles, the stated
         choice of New York law to govern the Credit Documents will be honored
         by the courts of the State of Louisiana and the Credit Documents will
         be construed in accordance with, and will be treated as being governed
         by, the law of the State of New York. However, if the Credit Documents
         were stated to be governed by and construed in accordance with the law
         of the State of Louisiana, or if a Louisiana court were to apply the
         law of the State of Louisiana to the Credit Documents, each Credit
         Document would nevertheless constitute the legal, valid and binding
         obligation of each Credit Party party thereto, enforceable against such
         Credit Party in accordance with its terms, except as may be limited by
         bankruptcy, fraudulent conveyance, insolvency, reorganization,
         moratorium or other similar laws relating to or affecting the rights of
         creditors generally and except as the enforceability of the Credit
         Documents is subject to the application of general principles of equity
         (regardless of whether considered in a proceeding in equity or at law),
         including, without limitation, (a) the possible unavailability of
         specific performance, injunctive relief or any other equitable remedy
         and (b) concepts of materiality, reasonableness, good faith and fair
         dealing.

                  6. No authorization, approval or consent of, and no filing or
         registration with, any governmental or regulatory authority or agency
         of the United States of America or the State of Louisiana is required
         on the part of any Credit Party for the execution, delivery or
         performance by any Credit Party of any of the Credit Documents or for
         the borrowings by the Borrower under the Credit Agreement.

                  7. The execution, delivery and performance by each Credit
         Party of, and the consummation by each Credit Party of the transactions
         contemplated by, the Credit Documents to which such Credit Party is a
         party do not and will not (a) violate any provision of the charter or
         by-laws of any Credit Party, (b) violate any applicable law, rule or
         regulation, (c) violate any order, writ, injunction or decree of any
         court or governmental authority or agency or any arbitral award
         applicable to the Credit Parties or any of their respective
         Subsidiaries of which we have knowledge (after due inquiry) or (d)
         based on an opinion of the General Counsel of the Borrower, result in a
         breach of, constitute a default under, require any consent under, or
         result in the acceleration or required prepayment of any indebtedness
         pursuant to the terms of, any agreement or instrument of which we have
         knowledge (after due inquiry) to which the Credit Parties or any of
         their respective Subsidiaries is a party or by which any of them is
         bound or to which any of them is subject, or result in the creation or
         imposition of any Lien upon any property of any Credit Party pursuant
         to, the terms of any such agreement or instrument.

                  8. Except as set forth in Schedule 4.06 to the Credit
         Agreement, we have no knowledge (after due inquiry) of any legal or
         arbitral proceedings, or any proceedings by or before any governmental
         or regulatory authority or agency, pending or threatened against or
         affecting the Credit Parties or any of their respective Subsidiaries or
         any of

                  Form of Opinion of Counsel to Credit Parties

<PAGE>   16
                                      -4-


         their respective properties that, if adversely determined, could have a
         Material Adverse Effect.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A) The enforceability of Section 10.03 of the Credit
         Agreement may be limited by laws limiting the enforceability of
         provisions exculpating or exempting a party, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) Clause (iii) of the second sentence of Section 3.02 of the
         Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations (as defined in the Credit Agreement) are
         materially modified.

                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (D) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Lender is located (other than the State
         of Louisiana) that limit the interest, fees or other charges such
         Lender may impose for the loan or use of money or other credit, (ii)
         the last sentence of Section 2.16(d) of the Credit Agreement, (iii) the
         first sentence of Section 10.09(b) of the Credit Agreement (and any
         similar provisions in any of the other Credit Documents), insofar as
         such sentence relates to the subject matter jurisdiction of the United
         States District Court for the Southern District of New York to
         adjudicate any controversy related to the Credit Documents and (iv)
         Section 3.06 or 3.09 of the Credit Agreement (and any similar
         provisions in any of the other Credit Documents).

                  (E) We express no opinion as to the applicability to the
         obligations of any Subsidiary Guarantor (or the enforceability of such
         obligations) of Section 548 of the Bankruptcy Code or any other
         provision of law relating to fraudulent conveyances, transfers or
         obligations or of the provisions of the law of the jurisdiction of
         incorporation of any Subsidiary Guarantor restricting dividends, loans
         or other distributions by a corporation for the benefit of its
         stockholders.

                  Partners or Associates of this Firm are members of the Bar of
the State of Louisiana and we do not hold ourselves out as being conversant with
the laws of any jurisdiction other than those of the United States of America
and the State of Louisiana, and we express no opinion as to the laws of any
jurisdiction other than those of the United States of America, the State of
Louisiana and the General Corporation Law of the State of Delaware.


                  Form of Opinion of Counsel to Credit Parties

<PAGE>   17
                                      -5-


                  At the request of our clients, this opinion letter is,
pursuant to clause (b) of Article IV of the Series A-1 Agreement, provided to
you by us in our capacity as counsel to the Credit Parties and may not be relied
upon by any Person for any purpose other than in connection with the
transactions contemplated by the Series A-1 Agreement without, in each instance,
our prior written consent.

                                             Very truly yours,



                  Form of Opinion of Counsel to Credit Parties
<PAGE>   18


                                                                         ANNEX 2

                      [Form of Opinion of Special Counsel]


                                                            [Date]




To the Series A-1 Lenders
   and the Administrative Agent party
   to the Series A-1 Incremental Loan Agreement and
   Credit Agreement referred to below

Ladies and Gentlemen:

                  We have acted as special New York counsel to The Chase
Manhattan Bank ("Chase") in connection with the Series A-1 Incremental Loan
Agreement dated as of May __, 2000 (the "Series A-1 Agreement") between Lamar
Advertising Company ("Holdings"), Lamar Media Corp. (the "Borrower"), the
Subsidiary Guarantors party thereto, the Series A-1 Lenders party thereto (the
"Series A-1 Lenders") and The Chase Manhattan Bank, as Administrative Agent (the
"Administrative Agent"), which Series A-1 Agreement is being entered into
pursuant to Section 2.01(d) of the Credit Agreement dated as of August 13, 1999
(the "Credit Agreement") between the Borrower, the Subsidiary Guarantors party
thereto, the lenders party thereto and the Administrative Agent. Terms defined
in the Series A-1 Agreement and Credit Agreement are used herein as defined
therein. This opinion is being delivered pursuant to clause (c) of Article IV of
the Series A-1 Agreement.

                  In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

                  (a)      the Series A-1 Agreement;

                  (b)      the Credit Agreement; and

                  (c)      the Holdings Guaranty and Pledge Agreement.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the "Credit Documents".

                  In our examination, we have assumed the authenticity of all
documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon representations
made in or pursuant to the Credit Documents.


                       Form of Opinion of Special Counsel


<PAGE>   19
                                      -2-


                  In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

         (i)      such documents have been duly authorized by, have been duly
                  executed and delivered by, and (except to the extent set forth
                  in the opinions below as to the Credit Parties) constitute
                  legal, valid, binding and enforceable obligations of, all of
                  the parties to such documents;

         (ii)     all signatories to such documents have been duly authorized;

         (iii)    all of the parties to such documents are duly organized and
                  validly existing and have the power and authority (corporate
                  or other) to execute, deliver and perform such documents; and

         (iv)     the Series A-1 Agreement has become effective in accordance
                  with the provisions of Section 5.02 thereof.

                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that each of the Credit Documents
constitutes the legal, valid and binding obligation of each Credit Party party
thereto, enforceable against such Credit Party in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to or affecting the rights
of creditors generally and except as the enforceability of the Credit Documents
is subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A) The enforceability of Section 10.03(b) of the Credit
         Agreement may be limited by laws limiting the enforceability of
         provisions exculpating or exempting a party, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) Clause (iii) of the second sentence of Section 3.02 of the
         Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations (as defined in the Credit Agreement) are
         materially modified.

                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.


                       Form of Opinion of Special Counsel


<PAGE>   20
                                      -3-


                  (D) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Lender is located (other than the State
         of New York) that limit the interest, fees or other charges such Lender
         may impose for the loan or use of money or other credit, (ii) the last
         sentence of Section 2.16(d) of the Credit Agreement, (iii) the first
         sentence of Section 10.09(b) of the Credit Agreement, insofar as such
         sentence relates to the subject matter jurisdiction of the United
         States District Court for the Southern District of New York to
         adjudicate any controversy related to the Credit Documents, (iv) the
         waiver of inconvenient forum set forth in Section 10.09(c) with respect
         to proceedings in the United States District Court for the Southern
         District of New York and (v) Section 3.06 or 3.09 of the Credit
         Agreement.

                  (E) We express no opinion as to the applicability to the
         obligations of any Subsidiary Guarantor (or the enforceability of such
         obligations) of Section 548 of the United States Bankruptcy Code,
         Article 10 of the New York Debtor and Creditor Law or any other
         provision of law relating to fraudulent conveyances, transfers or
         obligations or of the provisions of the law of the jurisdiction of
         incorporation of any Subsidiary Guarantor restricting dividends, loans
         or other distributions by a corporation for the benefit of its
         stockholders.

                  (F) We wish to point out that the obligations of Holdings
         under the Holdings Guaranty and Pledge Agreement, and the rights and
         remedies of the Administrative Agent under Sections 6.05 through 6.09
         (inclusive) of the Holdings Guaranty and Pledge Agreement, may be
         subject to possible limitations upon the exercise of remedial or
         procedural provisions contained in the Holdings Guaranty and Pledge
         Agreement, provided that such limitations do not, in our opinion (but
         subject to the other comments and qualifications set forth in this
         opinion letter), make the remedies and procedures that will be afforded
         to the Administrative Agent and the Secured Parties (as defined in the
         Holdings Guarantee and Pledge Agreement) inadequate for the practical
         realization of the substantive benefits purported to be provided to the
         Administrative Agent and such Secured Parities by the Holdings Guaranty
         and Pledge Agreement.

                  (G) We express no opinion as to the existence of, or the
         right, title or interest of Holdings in, to or under any of the Pledged
         Stock (as defined in the Holdings Guaranty and Pledge Agreement).

                  (H) We express no opinion as to the creation, perfection or
         priority of any security interest in any Collateral (as defined in the
         Holdings Guaranty and Pledge Agreement).



                       Form of Opinion of Special Counsel


<PAGE>   21
                                      -4-


                  The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York, and we
do not express any opinion as to the laws of any other jurisdiction. At the
request of our client, this opinion is rendered solely to you in connection with
the above matter. This opinion may not be relied upon by you for any other
purpose or relied upon by any other Person (other than your successors and
assigns as Lenders and Persons that acquire participations in your extensions of
credit under the Credit Agreement) without our prior written consent.

                                        Very truly yours,


RJW/WFC



                       Form of Opinion of Special Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>ex10-5.txt
<DESCRIPTION>SERIES A-2 AND SERIES B-1 INCREMENTAL LOAN AGRMT
<TEXT>

<PAGE>   1


                                                                  Exhibit 10.5




              SERIES A-2 AND SERIES B-1 INCREMENTAL LOAN AGREEMENT

         SERIES A-2 AND SERIES B-1 INCREMENTAL LOAN AGREEMENT dated as of June
22, 2000 between LAMAR ADVERTISING COMPANY ("Holdings"), LAMAR MEDIA CORP. (the
"Borrower"), the SUBSIDIARY GUARANTORS party hereto, the SERIES A-2 AND SERIES
B-1 LENDERS party hereto (including each Series A-2 and each Series B-1 Lender,
each as defined below, that becomes a party hereto pursuant to a Lender
Addendum as defined below) and THE CHASE MANHATTAN BANK, as Administrative
Agent.

         The Borrower, the Subsidiary Guarantors party thereto, the lenders
party thereto and The Chase Manhattan Bank, as Administrative Agent, are
parties to a Credit Agreement dated as of August 13, 1999 (the "Credit
Agreement") providing for extensions of credit (by means of loans and letters
of credit) in an aggregate principal amount up to but not exceeding
$1,000,000,000 (which, in the circumstances contemplated by Section 2.01(d)
thereof, may be increased to $1,400,000,000).

         Section 2.01(d) of the Credit Agreement contemplates that at any time
and from time to time prior to December 31, 2001, the Borrower may request that
the Lenders (as defined therein) offer to enter into commitments to make
Incremental Loans under and as defined in said Section 2.01(d), which
Incremental Loans may be made in one or more separate "series" of term loans
but which in the aggregate may not exceed $400,000,000. Series A-1 Loans in an
aggregate amount of $20,000,000 have been previously established. The Borrower
has now requested that $230,000,000 of Incremental Loans under said Section
2.01(d) be made available to it in two series of term loans (the "Series A-2
Loans" and the "Series B-1 Loans"). The Series A-2 and Series B-1 Lenders (as
defined below) are willing to make such loans on the terms and conditions set
forth below and in accordance with the applicable provisions of the Credit
Agreement and, accordingly, the parties hereto hereby agree as follows:


                                   ARTICLE I

                                 DEFINED TERMS

         Terms defined in the Credit Agreement are used herein as defined
therein. In addition, the following terms have the meanings specified below:

                  "Lender Addendum" means, with respect to any Series A-2 and
         Series B-1 Lender, a Lender Addendum substantially in form of Annex 1
         hereto, dated as of the date hereof and executed and delivered by such
         Series A-2 and Series B-1 Lender as provided in Section 2.05.

                  "Series A-2 and Series B-1 Effective Date" means the date on
         which the conditions specified in Article IV are satisfied (or waived
         by the Required Series A-2 and Series B-1 Lenders).



<PAGE>   2


                                      -2-

                  "Series A-2 Commitment" means, with respect to each Series
         A-2 Lender, the commitment of such Lender to make Series A-2 Loans
         hereunder. The amount of each Series A-2 Lender's Series A-2
         Commitment is set forth in the Lender Addendum executed and delivered
         by such Series A-2 Lender. The aggregate original amount of the Series
         A-2 Commitments is $130,000,000.

                  "Series B-1 Commitment" means, with respect to each Series
         B-1 Lender, the commitment of such Lender to make Series B-1 Loans
         hereunder. The amount of each Series B-1 Lender's Series B-1
         Commitment is set forth in the Lender Addendum executed and delivered
         by such Series B-1 Lender. The aggregate original amount of the Series
         B-1 Commitments is $100,000,000.

                  "Series A-2 Lender" means (a) on the date hereof, a Lender
         that has executed and delivered a Lender Addendum that sets forth a
         Series A-2 Commitment for such Lender and (b) thereafter, the Lenders
         from time to time holding Series A-2 Commitments or Series A-2 Loans
         after giving effect to any assignments thereof pursuant to Section
         10.04 of the Credit Agreement.

                  "Series B-1 Lender" means (a) on the date hereof, a Lender
         that has executed and delivered a Lender Addendum that sets forth a
         Series B-1 Commitment for such Lender and (b) thereafter, the Lenders
         from time to time holding Series B-1 Commitments or Series B-1 Loans
         after giving effect to any assignments thereof pursuant to Section
         10.04 of the Credit Agreement.


                                   ARTICLE II

                        SERIES A-2 AND SERIES B-1 LOANS

         Section 2.01. Commitments. Subject to the terms and conditions set
forth herein and in the Credit Agreement, each (i) Series A-2 Lender agrees to
make Series A-2 Loans to the Borrower on the Series A-2 and Series B-1
Effective Date in an aggregate principal amount equal to such Series A-2
Lender's Series A-2 Commitment and (ii) Series B-1 Lender agrees to make Series
B-1 Loans to the Borrower on the Series A-2 and Series B-1 Effective Date in an
aggregate principal amount equal to such Series B-1 Lender's Series B-1
Commitment. Proceeds of the Series A-2 Loans and Series B-1 Loans shall be
available for any use permitted under Section 6.09 of the Credit Agreement.

         Section 2.02. Termination of Commitments. Unless previously
terminated, the Series A-2 Commitments and the Series B-1 Commitments shall
terminate after the Borrowing of the Series A-2 Loans and Series B-1 Loans on
the Series A-2 and Series B-1 Effective Date.



              Series A-2 and Series B-1 Incremental Loan Agreement





<PAGE>   3

                                      -3-


                  Section 2.03.  Repayment of Loans.

         (a) Series A-2 Loans. The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the account of the Series A-2 Lenders the
outstanding principal amount of the Series A-2 Loans on each Principal Payment
Date set forth below in the aggregate principal amount set forth opposite such
Principal Payment Date:


<TABLE>
<CAPTION>
              Principal Payment Date                  Principal Amount
              ----------------------                  ----------------
<S>                                                   <C>
              September 30, 2001                         $6,500,000
              December 31, 2001                          $6,500,000

              March 31, 2002                             $3,250,000
              June 30, 2002                              $3,250,000
              September 30, 2002                         $3,250,000
              December 31, 2002                          $3,250,000

              March 31, 2003                             $6,500,000
              June 30, 2003                              $6,500,000
              September 30, 2003                         $6,500,000
              December 31, 2003                          $6,500,000

              March 31, 2004                             $8,125,000
              June 30, 2004                              $8,125,000
              September 30, 2004                         $8,125,000
              December 31, 2004                          $8,125,000

              March 31, 2005                             $9,100,000
              June 30, 2005                              $9,100,000
              September 30, 2005                         $9,100,000
              December 31, 2005                          $9,100,000

              March 1, 2006                              $9,100,000
</TABLE>

To the extent not previously paid, all Series A-2 Loans shall be due and
payable on the Tranche A Maturity Date.




              Series A-2 and Series B-1 Incremental Loan Agreement




<PAGE>   4



                                      -4-

         (b) Series B-1 Loans. The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the account of the Series B-1 Lenders the
outstanding principal amount of the Series B-1 Loans on each Principal Payment
Date set forth below in the aggregate principal amount set forth opposite such
Principal Payment Date:

<TABLE>
<CAPTION>
             Principal Payment Date               Principal Amount
             ----------------------               ----------------
<S>                                               <C>
             September 30, 2001                         $250,000
             December 31, 2001                          $250,000

             March 31, 2002                             $250,000
             June 30, 2002                              $250,000
             September 30, 2002                         $250,000
             December 31, 2002                          $250,000

             March 31, 2003                             $250,000
             June 30, 2003                              $250,000
             September 30, 2003                         $250,000
             December 31, 2003                          $250,000

             March 31, 2004                             $250,000
             June 30, 2004                              $250,000
             September 30, 2004                         $250,000
             December 31, 2004                          $250,000

             March 31, 2005                             $250,000
             June 30, 2005                              $250,000
             September 30, 2005                         $250,000
             December 31, 2005                          $250,000

             March 31, 2006                             $250,000
             June 30, 2006                              $250,000
             August 1, 2006                          $95,000,000
</TABLE>


To the extent not previously paid, all Series B-1 Loans shall be due and
payable on the Tranche B Maturity Date.


         Section 2.04. Applicable Margin. The Applicable Margin for Series A-2
Loans shall be the respective rates provided for the Tranche A Term Loans in
Section 1.01 of the Credit Agreement. The Applicable Margin for Series B-1
Loans shall be the respective rates provided for the Tranche B Term Loans in
Section 1.01 of the Credit Agreement.


              Series A-2 and Series B-1 Incremental Loan Agreement




<PAGE>   5

                                      -5-

         Section 2.05. Delivery of Lender Addenda. Each Series A-2 Lender and
Series B-1 Lender shall become a party to this Agreement by delivering to each
Agent a Lender Addendum duly executed by such Series A-2 Lender and Series B-1
Lender, the Borrower and the Administrative Agent.

         Section 2.06. Status of Agreement. The Series A-2 Commitments of each
Series A-2 Lender and the Series B-1 Commitments of each Series B-1 Lender
constitute Incremental Loan Commitments, the Series A-2 Lenders and Series B-1
Lenders constitute Incremental Loan Lenders and the Series A-2 Loans and the
Series B-1 Loans each constitute a single Series of Incremental Loans under
Section 2.01(d) of the Credit Agreement.


                                  ARTICLE III

                   REPRESENTATION AND WARRANTIES; NO DEFAULTS

         The Borrower and each Subsidiary Guarantor represents and warrants to
the Lenders and the Administrative Agent, as to itself and each of its
Subsidiaries that, after giving effect to the provisions hereof, (i) each of
the representations and warranties set forth in Article IV of the Credit
Agreement is true and correct on and as of the date hereof as if made on and as
of the date hereof (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, such representation or warranty
is true and correct as of such specific date) and as if each reference therein
to the Credit Agreement or Loan Documents included reference to this Agreement
and (ii) no Default or Event of Default has occurred and is continuing.


                                   ARTICLE IV

                                   CONDITIONS

         The obligations of the Series A-2 Lenders and Series B-1 Lenders to
make Series A-2 Loans and Series B-1 Loans is subject to the conditions
precedent that each of the following conditions shall have been satisfied (or
waived by the Required Series A-2 Lenders and Required Series B-1 Lenders):

                  (a) Counterparts of Agreement. The Administrative Agent (or
         Special Counsel) shall have received from each party hereto either (i)
         a counterpart of this Agreement signed on behalf of such party or (ii)
         written evidence satisfactory to the Administrative Agent (which may
         include telecopy transmission of a signed signature page of this
         Agreement) that such party has signed a counterpart of this Agreement.



              Series A-2 and Series B-1 Incremental Loan Agreement




<PAGE>   6

                                      -6-


                  (b) Opinion of Counsel to Credit Parties. The Administrative
         Agent (or Special Counsel) shall have received a favorable written
         opinion (addressed to the Administrative Agent and the Series A-2
         Lenders and Series B-1 Lenders and dated the Series A-2 and Series B-1
         Effective Date) of Kean, Miller, Hawthorne, D'Armond, McCowan &
         Jarman, L.L.P., counsel to the Credit Parties, substantially in the
         form of Annex 2, and covering such matters relating to the Credit
         Parties or this Agreement as the Administrative Agent shall request
         (and each Credit Party hereby requests such counsel to deliver such
         opinion).

                  (c) Opinion of Special Counsel. The Administrative Agent
         shall have received a favorable written legal opinion (addressed to
         Administrative Agent, the Series A-2 Lenders and Series B-1 Lenders
         and dated the Series A-2 and Series B-1 Effective Date) of Special
         Counsel, substantially in the form of Annex 3 (and the Administrative
         Agent hereby requests such counsel to deliver such opinion).

                  (d) Corporate Matters. The Administrative Agent (or Special
         Counsel) shall have received such documents and certificates as either
         the Administrative Agent or Special Counsel may reasonably request
         relating to the organization, existence and good standing of each
         Credit Party, the authorization of the Borrowings hereunder and any
         other legal matters relating to the Credit Parties, the Credit
         Agreement or this Agreement, all in form and substance reasonably
         satisfactory to each Agent.

                  (e) Notes. The Administrative Agent (or Special Counsel)
         shall have received for each Series A-2 Lender and Series B-1 Lender
         that shall have requested a promissory note at least one Business Day
         prior to the Series A-2 and Series B-1 Effective Date, a duly
         completed and executed promissory note for such Series A-2 Lender and
         Series B-1 Lender.

                  (f) Fees and Expenses. The Administrative Agent shall have
         received all fees and other amounts due and payable on or prior to the
         Series A-2 and Series B-1 Effective Date, including, to the extent
         invoiced, reimbursement or payment of all out-of-pocket expenses
         required to be reimbursed or paid by the Borrower hereunder.

                  (g) Additional Conditions. The Administrative Agent (or
         Special Counsel) shall have received a certificate, dated the Series
         A-2 and Series B-1 Effective Date and signed by a Financial Officer
         confirming that (i) after giving effect to the Borrowing hereunder
         (under the assumption that such Borrowing had been consummated on the
         first day of the respective periods for which calculations are to be
         made under the covenants in Section 7.09 of the Credit Agreement), the
         Borrower would have been in compliance with the applicable provisions
         of Section 7.09 of the Credit Agreement and (ii) each of the
         applicable conditions precedent set forth in Section 5.03 of the
         Credit Agreement to the making of Series A-2 Loans and Series B-1
         Loans on the Series A-2 and Series B-1 Effective Date shall have been
         satisfied.



              Series A-2 and Series B-1 Incremental Loan Agreement




<PAGE>   7


                                      -7-



                                   ARTICLE V

                        GUARANTY AND PLEDGE BY HOLDINGS

         By its signature hereto, Holdings confirms that the obligations of the
Borrower under this Agreement and in respect of the Series A-2 Loans and
Series B-1 Loans are entitled to the benefits of the guarantee and pledge set
forth in the Holdings Guaranty and Pledge Agreement and constitute Guaranteed
Obligations and Secured Obligations (in each case, as defined therein).


                                   ARTICLE VI

                                 MISCELLANEOUS

         SECTION 6.01. Expenses. The Obligors jointly and severally agree to
pay, or reimburse the Administrative Agent, Series A-2 Lenders or Series B-1
Lenders for paying, (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of Special Counsel, in connection with the syndication of the
Series A-2 Loans and Series B-1 Loans provided for herein and the preparation
of this Agreement.

         SECTION 6.02. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement shall
become effective when this Agreement shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof and thereof which, when taken together, bear the signatures
of each of the other parties hereto and thereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.

         SECTION 6.03. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

         SECTION 6.04. Headings. Article and Section headings used herein are
for convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting,
this Agreement.



              Series A-2 and Series B-1 Incremental Loan Agreement




<PAGE>   8

                                      -8-



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

                                       HOLDINGS

                                    LAMAR ADVERTISING COMPANY



                                    By /s/ KEITH A. ISTRE
                                       ----------------------
                                       Title:


                                       BORROWER

                                    LAMAR MEDIA CORP.



                                    By /s/ KEITH A. ISTRE
                                       ----------------------
                                       Title:


                                    SUBSIDIARY GUARANTORS

                                    INTERSTATE LOGOS, INC.
                                    LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                                    LAMAR TEXAS GENERAL PARTNER, INC.
                                    TLC PROPERTIES, INC.
                                    TLC PROPERTIES II, INC.
                                    LAMAR PENSACOLA TRANSIT, INC.
                                    LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                    NEBRASKA LOGOS, INC.
                                    MISSOURI LOGOS, INC.
                                    OHIO LOGOS, INC.
                                    UTAH LOGOS, INC.
                                    TEXAS LOGOS, INC.
                                    SOUTH CAROLINA LOGOS, INC.
                                    VIRGINIA LOGOS, INC
                                    MINNESOTA LOGOS, INC.
                                    MICHIGAN LOGOS, INC.



              Series A-2 and Series B-1 Incremental Loan Agreement




<PAGE>   9





                                     -9-




                                    FLORIDA LOGOS, INC.
                                    KENTUCKY LOGOS, INC.
                                    NEVADA LOGOS, INC.
                                    TENNESSEE LOGOS, INC.
                                    KANSAS LOGOS, INC.
                                    COLORADO LOGOS, INC.
                                    NEW MEXICO LOGOS, INC.
                                    CANADIAN TODS LIMITED
                                    LAMAR ADVERTISING OF MICHIGAN, INC.
                                    LAMAR ELECTRICAL, INC.
                                    LAMAR ADVERTISING OF WEST VIRGINIA, INC.
                                    LAMAR ADVERTISING OF ASHLAND, INC.
                                    AMERICAN SIGNS, INC.
                                    LAMAR OCI NORTH CORPORATION
                                    LAMAR OCI SOUTH CORPORATION
                                    LAMAR ROBINSON, INC.
                                    LAMAR ADVERTISING OF KENTUCKY, INC.
                                    LAMAR FLORIDA, INC.
                                    LAMAR ADVERTISING OF IOWA, INC.
                                    LAMAR ADVAN, INC.
                                    LAMAR ADVERTISING OF SOUTH DAKOTA, INC.


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

                                    OKLAHOMA LOGOS, L.L.C.
                                    MISSISSIPPI LOGOS, L.LC.
                                    DELAWARE LOGOS, L.L.C.
                                    NEW JERSEY LOGOS, L.L.C.
                                    GEORGIA LOGOS, L.L.C.

                                    By: Interstate Logos, Inc.
                                    Its: Sole and Managing Member


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




              Series A-2 and Series B-1 Incremental Loan Agreement

<PAGE>   10


                                     -10-


                                    INTERSTATE LOGOS, L.L.C.

                                    By: Lamar Media Corp.,
                                    Its Sole and Managing Member


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

                                    LAMAR ADVERTISING OF MACON, L.L.C.

                                    By: The Lamar Company, L.L.C., Its Manager
                                    By: Lamar Media Corp., Its Manager


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

                                    THE LAMAR COMPANY, L.L.C.

                                    By: Lamar Media Corp.,
                                    Its Sole and Managing Member


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



              Series A-2 and Series B-1 Incremental Loan Agreement

<PAGE>   11


                                     -11-



                                    LAMAR ADVERTISING OF PENN, LLC

                                    By: The Lamar Company, L.L.C., Its Manager
                                    By: Lamar Media Corp., Its Manager


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

                                    LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                                    By: The Lamar Company, L.L.C., Its Manager
                                    By: Lamar Media Corp., Its Manager


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

                                    LAMAR TENNESSEE, L.L.C.
                                    By: The Lamar Company, L.L.C., Its Manager
                                    By: Lamar Media Corp., Its Manager


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

                                    LAMAR TEXAS LIMITED PARTNERSHIP

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


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




              Series A-2 and Series B-1 Incremental Loan Agreement

<PAGE>   12


                                     -12-



                                    LAMAR AIR, L.L.C.

                                    By: The Lamar Company, L.L.C., Its Manager
                                    By: Lamar Media Corp., Its Manager

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

                                    TLC PROPERTIES, L.L.C.
                                    By: TLC Properties, Inc.
                                    Its Manager

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

                                    LAMAR MW SIGN CORPORATION
                                    LAMAR MARTIN CORPORATION
                                    LAMAR NEVADA SIGN CORPORATION
                                    LAMAR OUTDOOR CORPORATION
                                    LAMAR WHITECO OUTDOOR CORPORATION
                                    DOWLING COMPANY, INCORPORATED
                                    HARDIN DEVELOPMENT CORPORATION
                                    LINDSAY OUTDOOR ADVERTISING INC
                                    PARSONS DEVELOPMENT COMPANY
                                    REVOLUTION OUTDOOR ADVERTISING, INC.
                                    SCENIC OUTDOOR MARKETING &
                                        CONSULTING, INC.


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


              Series A-2 and Series B-1 Incremental Loan Agreement

<PAGE>   13



                                     -13-

                                    LAMAR WEST, L.P.
                                    By: Lamar MW Sign Corporation,
                                                   Its General Partner

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

                                    OUTDOOR PROMOTIONS WEST, LLC
                                    TRANSIT AMERICA LAS VEGAS, L.L.C.
                                    TRIUMPH OUTDOOR LOUISIANA, LLC
                                    TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                    By: Triumph Outdoor Holdings, LLC,
                                        Its Manager

                                    By: Lamar Outdoor Corporation, Its Manager

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


                                    TRIUMPH OUTDOOR HOLDINGS, LLC

                                    By: Lamar Outdoor Corporation, Its Manager

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

                                    OUTDOOR WEST, INC. OF TENNESSEE
                                    OUTDOOR WEST, INC. OF GEORGIA
                                    LAMAR ADVERTISING OF TEXAS, INC.
                                    LAMAR ADVANTAGE HOLDING COMPANY


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


              Series A-2 and Series B-1 Incremental Loan Agreement

<PAGE>   14


                                     -14-




                                    LAMAR ADVANTAGE GP COMPANY, L.L.C.
                                    LAMAR ADVANTAGE LP COMPANY, L.L.C.

                                    By:  Lamar Advertising of Texas, Inc.
                                    Its: Sole and Managing Member

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

                                    LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                    By:  Lamar Advantage GP Company, L.L.C.
                                    Its: General Partner
                                    By:  Lamar Advertising of Texas, Inc.
                                    Its: Sole and Managing Member

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


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

                                    By:  Lamar Advertising of Youngstown, Inc.
                                    Its: Sole and Managing Member

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


                                    AZTEC GROUP, INC.
                                    SUNSHINE SIGN CORP.

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



              Series A-2 and Series B-1 Incremental Loan Agreement

<PAGE>   15



                                     -15-





                                    ADMINISTRATIVE AGENT

                                       THE CHASE MANHATTAN BANK,
                                        as Administrative Agent



                                       By /s/ WILLIAM ROTTIRO
                                          -------------------------------------
                                          Title:



              Series A-2 and Series B-1 Incremental Loan Agreement
<PAGE>   16






                                                                       ANNEX 1

                           [Form Of Lender Addendum]

                                LENDER ADDENDUM

         Reference is made to the Series A-2 and Series B-1 Incremental Loan
Agreement dated as of June 22, 2000 (the "Series A-2 and Series B-1 Agreement")
between Lamar Advertising Company, Lamar Media Corp. (the "Borrower"), the
Subsidiary Guarantors party thereto, the Series A-2 and Series B-1 Lenders
named therein (the "Series A-2 and Series B-1 Lenders") and The Chase Manhattan
Bank, as Administrative Agent (the "Administrative Agent"), which Series A-2
and Series B-1 Agreement is being entered into pursuant to Section 2.01(d) of
the Credit Agreement dated as of August 13, 1999 (the "Credit Agreement") among
the Borrower, the Subsidiary Guarantors party thereto, the lenders party
thereto and the Administrative Agent. Terms used but not defined in this Lender
Addendum have the meanings assigned to such terms in the Series A-2 and Series
B-1 Agreement and the Credit Agreement.

         By its signature below, and subject to the acceptance hereof by the
Borrower and the Administrative Agent as provided below, the undersigned hereby
becomes a Series A-2 Lender and/or Series B-1 Lender under the Series A-2 and
Series B-1 Agreement, having the Series A-2 Commitment and the Series B-1
Commitment, as applicable, set forth below opposite its name.

         This Lender Addendum shall be governed by, and construed in accordance
with, the law of the State of New York.

         This Lender Addendum may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.



                                Lender Addendum

<PAGE>   17

                                      -2-

         IN WITNESS WHEREOF, the parties hereto have caused this Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of this ___ day of June, 2000.


Amount of Series A-2                 ------------------------------------------
  Commitment:                        [Name of Series A-2 and Series B-1 Lender]

   $
    ---------------

Amount of Series B-1
  Commitment                          By:
                                         --------------------------------------
                                         Name:
   $                                     Title:
    ---------------


                                Lender Addendum

<PAGE>   18

                                      -3-

Accepted and agreed:

THE CHASE MANHATTAN BANK,
  As Administrative Agent


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


LAMAR MEDIA CORP.


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



                                Lender Addendum

<PAGE>   19



                                                                       ANNEX 2

                 [Form of Opinion of Counsel to Credit Parties]


                                                                  June 22, 2000

To the Series A-2 Lenders and Series B-1 Lenders
   party to the Series A-2 and Series B-1 Loan
   Agreement referred to below and The Chase Manhattan
   Bank, as Administrative Agent

Ladies and Gentlemen:

         We have acted as counsel to LAMAR ADVERTISING COMPANY ("Holdings"),
LAMAR MEDIA CORP. (herein the "Borrower") and the SUBSIDIARY GUARANTORS, in
connection with the Series A-2 and Series B-1 Incremental Loan Agreement dated
as of June 22, 2000 (the "Series A-2 and Series B-1 Agreement") between Lamar
Advertising Company ("Holdings") Lamar Media Corp. (the "Borrower"), the
Subsidiary Guarantors party thereto, the Series A-2 Lenders and Series B-1
Lenders party thereto (the "Series A-2 Lenders" and "Series B-1 Lenders",
respectively) and The Chase Manhattan Bank, as Administrative Agent (the
"Administrative Agent"), which Series A-2 and Series B-1 Agreement is being
entered into pursuant to Section 2.01(d) of the Credit Agreement dated as of
August 13, 1999 (the "Credit Agreement") between the Borrower, the Subsidiary
Guarantors party thereto, the lenders party thereto and the Administrative
Agent. Terms defined in the Series A-2 and Series B-1 Agreement and Credit
Agreement are used herein as defined therein. This opinion is being delivered
pursuant to clause (b) of Article IV of the Series A-2 and Series B-1
Agreement.

         In rendering the opinions expressed below, we have examined the
following agreements, instruments and other documents:

         (a)      the Series A-2 and Series B-1 Agreement;

         (b)      the Credit Agreement; and

         (c)      the Holdings Guaranty and Pledge Agreement.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the "Credit Documents".

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


                  Form of Opinion of Counsel to Credit Parties

<PAGE>   20

                                      -2-

original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon statements of
governmental officials and upon representations made in or pursuant to the
Credit Documents and certificates of appropriate representatives of the Credit
Parties.

         In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Credit Parties):

         (i)      such documents have been duly authorized by, have been duly
                  executed and delivered by, and constitute legal, valid,
                  binding and enforceable obligations of, all of the parties to
                  such documents;

         (ii)     all signatories to such documents have been duly authorized;
                  and

         (iii)    all of the parties to such documents are duly organized and
                  validly existing and have the power and authority (corporate
                  or other) to execute, deliver and perform such documents.

         Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:

                  1. Holdings is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Delaware. The
         Borrower is a corporation duly organized, validly existing and in good
         standing under the laws of the State of Delaware. Each Subsidiary of
         the Borrower is a corporation, partnership or other entity duly
         organized, validly existing and in good standing under the laws of the
         respective state indicated opposite its name in Schedule 4.14 to the
         Credit Agreement or pursuant to a Joinder Agreement as required by
         Section 6.10 of the Credit Agreement.

                  2. Each Credit Party has all requisite corporate or other
         power to execute and deliver, and to perform its obligations under,
         the Credit Documents to which it is a party. The Borrower has all
         requisite corporate power to borrow under the Credit Agreement and to
         incur liability in respect of Letters of Credit under the Credit
         Agreement.

                  3. The execution, delivery and performance by each Credit
         Party of each Credit Document to which it is a party, and the
         borrowings and the incurrence of liability in respect of Letters of
         Credit by the Borrower under the Credit Agreement, have been duly
         authorized by all necessary corporate or other action on the part of
         such Credit Party.


                  Form of Opinion of Counsel to Credit Parties

<PAGE>   21


                                      -3-

                  4. Each Credit Document has been duly executed and delivered
         by each Credit Party party thereto.

                  5. Under Louisiana conflict of laws principles, the stated
         choice of New York law to govern the Credit Documents will be honored
         by the courts of the State of Louisiana and the Credit Documents will
         be construed in accordance with, and will be treated as being governed
         by, the law of the State of New York. However, if the Credit Documents
         were stated to be governed by and construed in accordance with the law
         of the State of Louisiana, or if a Louisiana court were to apply the
         law of the State of Louisiana to the Credit Documents, each Credit
         Document would nevertheless constitute the legal, valid and binding
         obligation of each Credit Party party thereto, enforceable against
         such Credit Party in accordance with its terms, except as may be
         limited by bankruptcy, fraudulent conveyance, insolvency,
         reorganization, moratorium or other similar laws relating to or
         affecting the rights of creditors generally and except as the
         enforceability of the Credit Documents is subject to the application
         of general principles of equity (regardless of whether considered in a
         proceeding in equity or at law), including, without limitation, (a)
         the possible unavailability of specific performance, injunctive relief
         or any other equitable remedy and (b) concepts of materiality,
         reasonableness, good faith and fair dealing.

                  6. No authorization, approval or consent of, and no filing or
         registration with, any governmental or regulatory authority or agency
         of the United States of America or the State of Louisiana is required
         on the part of any Credit Party for the execution, delivery or
         performance by any Credit Party of any of the Credit Documents or for
         the borrowings by the Borrower under the Credit Agreement.

                  7. The execution, delivery and performance by each Credit
         Party of, and the consummation by each Credit Party of the
         transactions contemplated by, the Credit Documents to which such
         Credit Party is a party do not and will not (a) violate any provision
         of the charter or by-laws of any Credit Party, (b) violate any
         applicable law, rule or regulation, (c) violate any order, writ,
         injunction or decree of any court or governmental authority or agency
         or any arbitral award applicable to the Credit Parties or any of their
         respective Subsidiaries of which we have knowledge (after due inquiry)
         or (d) based on an opinion of the General Counsel of the Borrower,
         result in a breach of, constitute a default under, require any consent
         under, or result in the acceleration or required prepayment of any
         indebtedness pursuant to the terms of, any agreement or instrument of
         which we have knowledge (after due inquiry) to which the Credit
         Parties or any of their respective Subsidiaries is a party or by which
         any of them is bound or to which any of them is subject, or result in
         the creation or imposition of any Lien upon any property of any Credit
         Party pursuant to, the terms of any such agreement or instrument.



                  Form of Opinion of Counsel to Credit Parties

<PAGE>   22
                                      -4-




                  8. Except as set forth in Schedule 4.06 to the Credit
         Agreement, we have no knowledge (after due inquiry) of any legal or
         arbitral proceedings, or any proceedings by or before any governmental
         or regulatory authority or agency, pending or threatened against or
         affecting the Credit Parties or any of their respective Subsidiaries
         or any of their respective properties that, if adversely determined,
         could have a Material Adverse Effect.

                  The foregoing opinions are subject to the following comments
         and qualifications:

                  (A) The enforceability of Section 10.03 of the Credit
         Agreement may be limited by laws limiting the enforceability of
         provisions exculpating or exempting a party, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) Clause (iii) of the second sentence of Section 3.02 of
         the Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations (as defined in the Credit Agreement) are
         materially modified.

                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (D) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Lender is located (other than the State
         of Louisiana) that limit the interest, fees or other charges such
         Lender may impose for the loan or use of money or other credit, (ii)
         the last sentence of Section 2.16(d) of the Credit Agreement, (iii)
         the first sentence of Section 10.09(b) of the Credit Agreement (and
         any similar provisions in any of the other Credit Documents), insofar
         as such sentence relates to the subject matter jurisdiction of the
         United States District Court for the Southern District of New York to
         adjudicate any controversy related to the Credit Documents and (iv)
         Section 3.06 or 3.09 of the Credit Agreement (and any similar
         provisions in any of the other Credit Documents).

                  (E) We express no opinion as to the applicability to the
         obligations of any Subsidiary Guarantor (or the enforceability of such
         obligations) of Section 548 of the Bankruptcy Code or any other
         provision of law relating to fraudulent conveyances, transfers or
         obligations or of the provisions of the law of the jurisdiction of
         incorporation of any Subsidiary Guarantor restricting dividends, loans
         or other distributions by a corporation for the benefit of its
         stockholders.

         Partners or Associates of this Firm are members of the Bar of the
State of Louisiana and we do not hold ourselves out as being conversant with
the laws of any jurisdiction



                  Form of Opinion of Counsel to Credit Parties

<PAGE>   23



                                      -5-

other than those of the United States of America and the State of Louisiana,
and we express no opinion as to the laws of any jurisdiction other than those
of the United States of America, the State of Louisiana and the General
Corporation Law of the State of Delaware.

         At the request of our clients, this opinion letter is, pursuant to
clause (b) of Article IV of the Series A-2 and Series B-1 Agreement, provided
to you by us in our capacity as counsel to the Credit Parties and may not be
relied upon by any Person for any purpose other than in connection with the
transactions contemplated by the Series A-2 and Series B-1 Agreement without,
in each instance, our prior written consent.

                                             Very truly yours,


                  Form of Opinion of Counsel to Credit Parties

<PAGE>   24





                                                                        ANNEX 3

                      [Form of Opinion of Special Counsel]


                                                        [Date]




To the Series A-2 Lenders and Series B-1
   Lenders and the Administrative Agent party
   to the Series A-2 and Series B-1 Loan
   Agreement and Credit Agreement referred to
   below

Ladies and Gentlemen:

         We have acted as special New York counsel to The Chase Manhattan Bank
("Chase") in connection with the Series A-2 and Series B-1 Incremental Loan
Agreement dated as of June 22, 2000 (the "Series A-2 and Series B-1 Agreement")
between Lamar Advertising Company ("Holdings"), Lamar Media Corp. (the
"Borrower"), the Subsidiary Guarantors party thereto, the Series A-2 and Series
B-1 Lenders party thereto (the "Series A-2 Lenders" and "Series B-1 Lenders",
respectively) and The Chase Manhattan Bank, as Administrative Agent (the
"Administrative Agent"), which Series A-2 and Series B-1 Agreement is being
entered into pursuant to Section 2.01(d) of the Credit Agreement dated as of
August 13, 1999 (the "Credit Agreement") between the Borrower, the Subsidiary
Guarantors party thereto, the lenders party thereto and the Administrative
Agent. Terms defined in the Series A-2 and Series B-1 Agreement and Credit
Agreement are used herein as defined therein. This opinion is being delivered
pursuant to clause (c) of Article IV of the Series A-2 and Series B-1
Agreement.

         In rendering the opinions expressed below, we have examined the
following agreements, instruments and other documents:

         (a)      the Series A-2 and Series B-1 Agreement;

         (b)      the Credit Agreement; and

         (c)      the Holdings Guaranty and Pledge Agreement.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the "Credit Documents".

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



                       Form of Opinion of Special Counsel
<PAGE>   25


                                      -2-

submitted to us as copies. When relevant facts were not independently
established, we have relied upon representations made in or pursuant to the
Credit Documents.

         In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

         (i)      such documents have been duly authorized by, have been duly
                  executed and delivered by, and (except to the extent set
                  forth in the opinions below as to the Credit Parties)
                  constitute legal, valid, binding and enforceable obligations
                  of, all of the parties to such documents;

         (ii)     all signatories to such documents have been duly authorized;

         (iii)    all of the parties to such documents are duly organized and
                  validly existing and have the power and authority (corporate
                  or other) to execute, deliver and perform such documents; and

         (iv)     the Series A-2 and Series B-1 Agreement has become effective
                  in accordance with the provisions of Section 6.02 thereof.

         Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that each of the Credit Documents
constitutes the legal, valid and binding obligation of each Credit Party party
thereto, enforceable against such Credit Party in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to or affecting the rights
of creditors generally and except as the enforceability of the Credit Documents
is subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

                  The foregoing opinions are subject to the following comments
         and qualifications:

                  (A) The enforceability of Section 10.03(b) of the Credit
         Agreement may be limited by laws limiting the enforceability of
         provisions exculpating or exempting a party, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) Clause (iii) of the second sentence of Section 3.02 of
         the Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations (as defined in the Credit Agreement) are
         materially modified.



                       Form of Opinion of Special Counsel
<PAGE>   26


                                      -3-


                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (D) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Lender is located (other than the State
         of New York) that limit the interest, fees or other charges such
         Lender may impose for the loan or use of money or other credit, (ii)
         the last sentence of Section 2.16(d) of the Credit Agreement, (iii)
         the first sentence of Section 10.09(b) of the Credit Agreement,
         insofar as such sentence relates to the subject matter jurisdiction of
         the United States District Court for the Southern District of New York
         to adjudicate any controversy related to the Credit Documents, (iv)
         the waiver of inconvenient forum set forth in Section 10.09(c) with
         respect to proceedings in the United States District Court for the
         Southern District of New York and (v) Section 3.06 or 3.09 of the
         Credit Agreement.

                  (E) We express no opinion as to the applicability to the
         obligations of any Subsidiary Guarantor (or the enforceability of such
         obligations) of Section 548 of the United States Bankruptcy Code,
         Article 10 of the New York Debtor and Creditor Law or any other
         provision of law relating to fraudulent conveyances, transfers or
         obligations or of the provisions of the law of the jurisdiction of
         incorporation of any Subsidiary Guarantor restricting dividends, loans
         or other distributions by a corporation for the benefit of its
         stockholders.

                  (F) We wish to point out that the obligations of Holdings
         under the Holdings Guaranty and Pledge Agreement, and the rights and
         remedies of the Administrative Agent under Sections 6.05 through 6.09
         (inclusive) of the Holdings Guaranty and Pledge Agreement, may be
         subject to possible limitations upon the exercise of remedial or
         procedural provisions contained in the Holdings Guaranty and Pledge
         Agreement, provided that such limitations do not, in our opinion (but
         subject to the other comments and qualifications set forth in this
         opinion letter), make the remedies and procedures that will be
         afforded to the Administrative Agent and the Secured Parties (as
         defined in the Holdings Guarantee and Pledge Agreement) inadequate for
         the practical realization of the substantive benefits purported to be
         provided to the Administrative Agent and such Secured Parities by the
         Holdings Guaranty and Pledge Agreement.

                  (G) We express no opinion as to the existence of, or the
         right, title or interest of Holdings in, to or under any of the
         Pledged Stock (as defined in the Holdings Guaranty and Pledge
         Agreement).

                  (H) We express no opinion as to the creation, perfection or
         priority of any security interest in any Collateral (as defined in the
         Holdings Guaranty and Pledge Agreement).



                       Form of Opinion of Special Counsel
<PAGE>   27

                                      -4-



         The foregoing opinions are limited to matters involving the Federal
laws of the United States and the law of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction. At the request of
our client, this opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other Person (other than your successors and assigns as
Lenders and Persons that acquire participations in your extensions of credit
under the Credit Agreement) without our prior written consent.

                                        Very truly yours,



RJW/WFC







                       Form of Opinion of Special Counsel
</TEXT>
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<SEQUENCE>11
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<DESCRIPTION>FINANCIAL DATA SCHEDULE FOR THE COMPANY
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<CIK> 0001090425
<NAME> LAMAR ADVERTISING COMPANY
<MULTIPLIER> 1,000

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<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                          11,561
<SECURITIES>                                         0
<RECEIVABLES>                                   98,173
<ALLOWANCES>                                     5,059
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<CURRENT-LIABILITIES>                           63,863
<BONDS>                                      1,835,627
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<PREFERRED>                                          0
<COMMON>                                            91
<OTHER-SE>                                   1,467,087
<TOTAL-LIABILITY-AND-EQUITY>                 3,512,045
<SALES>                                        324,220
<TOTAL-REVENUES>                               324,220
<CGS>                                                0
<TOTAL-COSTS>                                  106,138
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 2,329
<INTEREST-EXPENSE>                              69,291
<INCOME-PRETAX>                               (69,074)
<INCOME-TAX>                                  (19,702)
<INCOME-CONTINUING>                           (49,372)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (49,372)
<EPS-BASIC>                                      (.56)
<EPS-DILUTED>                                    (.56)


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<FILENAME>ex27-2.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE FOR LAMAR MEDIA CORP
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED>
<CIK> 0000899045
<NAME> LAMAR MEDIA CORP.
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
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<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                          11,561
<SECURITIES>                                         0
<RECEIVABLES>                                   98,163
<ALLOWANCES>                                     5,059
<INVENTORY>                                          0
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<PP&E>                                       1,568,531
<DEPRECIATION>                                 297,364
<TOTAL-ASSETS>                               3,499,745
<CURRENT-LIABILITIES>                           60,271
<BONDS>                                      1,835,627
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
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<TOTAL-LIABILITY-AND-EQUITY>                 3,499,745
<SALES>                                        324,220
<TOTAL-REVENUES>                               324,220
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<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 2,329
<INTEREST-EXPENSE>                              69,291
<INCOME-PRETAX>                               (66,498)
<INCOME-TAX>                                  (18,731)
<INCOME-CONTINUING>                           (47,767)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (47,767)
<EPS-BASIC>                                          0
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>13
<FILENAME>ex99-1.txt
<DESCRIPTION>FACTORS AFFECTING FUTURE OPERATING RESULTS
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1


                   Factors Affecting Future Operating Results

         In this exhibit, "Lamar," "Lamar Advertising," the "Company," "we,"
"us" and "our" refer to Lamar Advertising Company and its consolidated
subsidiaries, except where we make it clear that we are only referring to Lamar
Media Corp., which is sometimes referred to herein as "Lamar Media."


      OUR DEBT AGREEMENTS AND THOSE OF OUR WHOLLY-OWNED, DIRECT SUBSIDIARY
        LAMAR MEDIA CORP. CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE
                           THE POTENTIAL FOR DEFAULTS.

         The terms of the indenture relating to Lamar Advertising's outstanding
notes, Lamar Media Corp.'s bank credit facility and the indentures relating to
Lamar Media's outstanding notes restrict, among other things, the ability of
Lamar Advertising and Lamar Media to:

o    dispose of assets;

o    incur or repay debt;

o    create liens; and

o    make investments.

         Lamar Media's ability to make distributions to Lamar Advertising is
also restricted under the terms of these agreements.

         Under Lamar Media's bank credit facility we must maintain specified
financial ratios and levels including:

o    interest coverage;

o    fixed charges ratio;

o    senior debt ratios; and

o    total debt ratios.

         If we fail to comply with these tests, the lenders have the right to
cause all amounts outstanding under the bank credit facility to become
immediately due. If this was to occur and the lenders decide to exercise their
right to accelerate the indebtedness, it would create serious financial problems
for us. Our ability to comply with these restrictions, and any similar
restrictions in future agreements, depends on our operating performance. Because
our performance is subject to prevailing economic, financial and business
conditions and other factors that are beyond our control, we may be unable to
comply with these restrictions in the future.

<PAGE>   2

 BECAUSE WE HAVE SIGNIFICANT FIXED PAYMENTS ON OUR DEBT, WE MAY LACK SUFFICIENT
CASH FLOW TO OPERATE OUR BUSINESS AS WE HAVE IN THE PAST AND MAY NEED TO BORROW
      MONEY IN THE FUTURE TO MAKE THESE PAYMENTS AND OPERATE OUR BUSINESS.

         We have borrowed substantial amounts of money in the past and may
borrow more money in the future. At June 30, 2000, Lamar Advertising Company had
approximately $288 million of convertible notes outstanding. At June 30, 2000,
Lamar Media had approximately $1,553 million of debt outstanding consisting of
approximately $1 billion in bank debt, $541 million in various series of senior
subordinated notes of Lamar Media and $12 million in various other short-term
and long-term debt of Lamar Media. This debt of Lamar Advertising and Lamar
Media represents approximately 56% of our total capitalization.

         A large part of our cash flow from operations must be used to make
principal and interest payments on our debt. If our operations make less money
in the future, we may need to borrow to make these payments. In addition, we
finance most of our acquisitions through borrowings under Lamar Media's bank
credit facility which presently has a total committed amount of $1.25 billion in
term and revolving credit loans. At June 30, 2000, we had approximately $249
million available to borrow under this bank credit facility. Since our borrowing
capacity under Lamar Media's bank credit facility is limited, we may not be able
to continue to finance future acquisitions at our historical rate with
borrowings under this bank credit facility. We may need to borrow additional
amounts or seek other sources of financing to fund future acquisitions. We
cannot guarantee that additional financing will be available or available on
favorable terms. We also may need the consent of the banks under Lamar Media's
bank credit facility, or the holders of other indebtedness, to borrow additional
money.

                      OUR BUSINESS COULD BE HURT BY CHANGES
                       IN ECONOMIC AND ADVERTISING TRENDS.

         We sell advertising space to generate revenues. A decrease in demand
for advertising space could adversely affect our business. General economic
conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on our displays could
result from:

o    a general decline in economic conditions;

o    a decline in economic conditions in particular markets where we conduct
     business;

o    a reallocation of advertising expenditures to other available media by
     significant users of our displays; or

o    a decline in the amount spent on advertising in general.

     OUR OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING.

         Our operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.

<PAGE>   3

         The federal government conditions federal highway assistance on states
imposing location restrictions on the placement of billboards on primary and
interstate highways. Federal laws also impose size, spacing and other
limitations on billboards. Some states have adopted standards more restrictive
than the federal requirements. Local governments generally control billboards as
part of their zoning regulations. Some local governments have enacted ordinances
which require removal of billboards by a future date. Others prohibit the
construction of new billboards and the reconstruction of significantly damaged
billboards, or allow new construction only to replace existing structures.

         Local laws which mandate removal of billboards at a future date often
do not provide for payment to the owner for the loss of structures that are
required to be removed. Some federal and state laws require payment of
compensation in such circumstances. Local laws that require the removal of a
billboard without compensation have been challenged in state and federal courts
with conflicting results. Accordingly, we may not be successful in negotiating
acceptable arrangements when our displays have been subject to removal under
these types of local laws.

         Additional regulations may be imposed on outdoor advertising in the
future. Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Additional regulations or
changes in the current laws regulating and affecting outdoor advertising at the
federal, state or local level may have a material adverse effect on our results
of operations.

              OUR CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME
              MORE DIFFICULT AND INVOLVES COSTS AND UNCERTAINTIES.

         We have substantially increased our inventory of advertising displays
through acquisitions. Our operating strategy involves making purchases in
markets where we currently compete as well as in new markets. However, the
following factors may affect our ability to continue to pursue this strategy
effectively.

o    The outdoor advertising market has been consolidating, and this may
     adversely affect our ability to find suitable candidates for purchase.

o    We are also likely to face increased competition from other outdoor
     advertising companies for the companies or assets that we wish to purchase.
     Increased competition may lead to higher prices for outdoor advertising
     companies and assets and decrease those that we are able to purchase.

o    We do not know if we will have sufficient capital resources to make
     purchases, obtain any required consents from our lenders, or find
     acquisition opportunities with acceptable terms.

o    From JANUARY 1, 1997 TO AUGUST 7, 2000, we completed 195 transactions
     involving the purchase of complementary outdoor advertising assets. We must
     integrate newly acquired assets and businesses into our existing
     operations. This process of integration may result in unforeseen
     difficulties and could require significant time and attention from our
     management that would otherwise be directed at developing our existing
     business. Further, we cannot be certain that the benefits and cost savings
     that we anticipate from these purchases will develop.

<PAGE>   4

    WE FACE COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS
        AND OTHER FORMS OF ADVERTISING THAT COULD HURT OUR PERFORMANCE.

         We cannot be sure that in the future we will compete successfully
against the current and future sources of outdoor advertising competition and
competition from other media. The competitive pressure that we face could
adversely affect our profitability or financial performance. Although we are the
largest company focusing exclusively on outdoor advertising, we face competition
from larger companies with more diversified operations which also include radio
and other broadcast media. We also face competition from other forms of media,
including television, radio, newspapers and direct mail advertising. We must
also compete with an increasing variety of other out-of-home advertising media
that include advertising displays in shopping centers, malls, airports,
stadiums, movie theaters and supermarkets, and on taxis, trains and buses.

         In our logo sign business, we currently face competition for
state-awarded service contracts from two other logo sign providers as well as
local companies. Initially, we compete for state-awarded service contracts as
they are privatized. Because these contracts expire after a limited time, we
must compete to keep our existing contracts each time they are up for renewal.

       IF OUR CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING
                        LOSSES COULD HURT OUR BUSINESS.

         Although we have developed contingency plans designed to deal with the
threat posed to our advertising structures by hurricanes, we cannot guarantee
that these plans will work. If these plans fail, significant losses could
result.

         A significant portion of our structures is located in the Mid-Atlantic
and Gulf Coast regions of the United States. These areas are highly susceptible
to hurricanes during the late summer and early fall. In the past, we have
incurred significant losses due to severe storms. These losses resulted from
structural damage, overtime compensation, loss of billboards that could not be
replaced under applicable laws and reduced occupancy because billboards were out
of service.

         We have determined that it is not economical to obtain insurance
against losses from hurricanes and other storms. Instead, we have developed
contingency plans to deal with the threat of hurricanes. For example, we attempt
to remove the advertising faces on billboards at the onset of a storm, when
possible, which permits the structures to better withstand high winds during a
storm. We then replace these advertising faces after the storm has passed.
However, these plans may not be effective in the future and, if they are not,
significant losses may result.

        OUR LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.

         A growing portion of our revenues and operating income come from our
state-awarded service contracts for logo signs. We cannot predict what remaining
states, if any, will start logo



<PAGE>   5

sign programs or convert state-run logo sign programs to privately operated
programs. We compete with many other parties for new state-awarded service
contracts for logo signs. Even when we are awarded a contract, the award may be
challenged under state contract bidding requirements. If an award is challenged,
we may incur delays and litigation costs.

         Generally, state-awarded logo sign contracts have a term, including
renewal options, of ten to twenty years. States may terminate a contract early,
but in most cases must pay compensation to the logo sign provider for early
termination. Typically, at the end of the term of the contract, ownership of the
structures is transferred to the state without compensation to the logo sign
provider. Of our 20 logo sign contracts in place at June 30, 2000, two are
subject to renewal in October 2000 and February 2001. We cannot guarantee that
we will be able to obtain new logo sign contracts or renew our existing
contracts. In addition, after we receive a new state-awarded logo contract, we
generally incur significant start-up costs. We cannot guarantee that we will
continue to have access to the capital necessary to finance those costs.

        OUR OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES.

         Our success depends to a significant extent upon the continued services
of our executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., our Chief Executive Officer, our nine regional managers and the
manager of our logo sign business, in particular, are essential to our continued
success. Although we have designed our incentive and compensation programs to
retain key employees, we have no employment contracts with any of our employees
and none of our executive officers have signed non-compete agreements. We do not
maintain key man insurance on our executives. If any of our executive officers
or other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on our business.



</TEXT>
</DOCUMENT>
</SUBMISSION>
