<PAGE>

                                                                    EXHIBIT 10.9

                                                                  EXECUTION COPY

                                AMENDMENT NO. 2

            AMENDMENT NO. 2 dated as of August 6, 2004 to the Credit Agreement
dated as of March 7, 2003 (as modified and supplemented and in effect from time
to time, the "Credit Agreement") between LAMAR MEDIA CORP. (the "Borrower"), the
SUBSIDIARY GUARANTORS party thereto (the "Subsidiary Guarantors"), the lenders
party thereto and JPMORGAN CHASE BANK, as administrative agent for the lenders
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").

            The Borrower, and the Administrative Agent pursuant to authority
granted by, and having obtained all necessary consents of, (i) the Required
Lenders (not including the Tranche C Lenders) and (ii) the Required Tranche A
Lenders party to the Credit Agreement (such Required Lenders and Required
Tranche A Lenders being herein referred to as the "Required Amendment Lenders"),
wish now to amend the Credit Agreement in certain respects, and accordingly, the
parties hereto hereby agree as follows:

            Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.

            Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:

            2.01. References Generally. References in the Credit Agreement
(including references to the Credit Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.

            2.02. Definitions. Section 1.01 of the Credit Agreement shall be
amended by amending the following definitions (to the extent already included in
said Section 1.01) and adding the following definitions in the appropriate
alphabetical location (to the extent not already included in said Section 1.01):

            "Amendment No. 2 Effective Date" means the date upon which the
      conditions precedent set forth in Section 4 of Amendment No. 2 hereto
      shall have been satisfied or waived.

            "Incremental Loan Commitment" means, with respect to each Lender,
      the amount of the offer of such Lender to make Incremental Loans of any
      Series that is accepted by the Borrower in accordance with the provisions
      of Section 2.01(d), as such amount may be (a) reduced from time to time
      pursuant to Sections 2.07 and 2.09 and (b) reduced or increased from time
      to time pursuant to assignments by or to such Lender pursuant to Section
      10.04. The aggregate amount of the Incremental Loan Commitments of all

                                 Amendment No. 2

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                                       -2-

      Series shall not exceed $500,000,000, provided that, in addition to and
      without utilizing such limit, (A) pursuant to Amendment No. 1 dated as of
      January 28, 2004 to the Credit Agreement, the Borrower previously
      established the Tranche C Commitments and (B) on the Amendment No. 2
      Effective Date the Borrower shall establish a Series of Incremental Loan
      Commitments (designated as Tranche D Commitments) which Commitments shall
      either (x) provide that the proceeds of any Incremental Loans made under
      such Tranche D Commitments are required to be applied to the payment or
      prepayment of principal of Tranche C Term Loans outstanding hereunder on
      the date such Incremental Loans are made or (y) provide, as to any
      Incremental Loan Lender that wishes to hold Incremental Loans made under
      such Tranche D Commitments and that also holds Tranche C Term Loans that
      such Lender may elect, by notice to the Administrative Agent, to convert
      existing Tranche C Term Loans held by it into Incremental Loans of such
      Series.

            "Term Loans" means the Tranche A Term Loans, the Additional Tranche
      A Term Loans and the Tranche C Term Loans.

            2.03. Incremental Loans. Section 2.01(d) of the Credit Agreement
shall be amended in its entirety to read as follows:

            "(d) Incremental Loans. In addition to Borrowings of Revolving
      Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above,
      at any time and from time to time, the Borrower may request that the
      Lenders (or other financial institutions agreed to by the Borrower and the
      Administrative Agent) offer to enter into commitments to make additional
      term loans (each such loan being herein called an "Incremental Loan")
      under this paragraph (d). In the event that one or more of the Lenders (or
      such other financial institutions) offer, in their sole discretion, to
      enter into such commitments, and such Lenders (or financial institutions)
      and the Borrower agree as to the amount of such commitments that shall be
      allocated to the respective Lenders (or financial institutions) making
      such offers and the fees (if any) to be payable by the Borrower in
      connection therewith, such Lenders (or financial institutions) shall
      become obligated to make Incremental Loans under this Agreement in an
      amount equal to the amount of their respective Incremental Loan
      Commitments (and such financial institutions shall become "Incremental
      Loan Lenders" hereunder). The Incremental Loans to be made pursuant to any
      such agreement between the Borrower and one or more Lenders (including any
      such new Lenders) in response to any such request by the Borrower shall be
      deemed to be a separate "Series" of Incremental Loans for all purposes of
      this Agreement. Anything herein to the contrary notwithstanding, (i) the
      minimum aggregate principal amount of Incremental Loan Commitments entered
      into pursuant to any such request (and, accordingly, the minimum aggregate
      principal amount of any Series of Incremental Loans) shall be $10,000,000
      and (ii) the aggregate principal amount of all Incremental Loan
      Commitments and all outstanding Series of Incremental Loans shall not
      exceed $500,000,000; provided that (A) the Incremental Loans (designated
      Tranche D Term Loans) made upon the Amendment No. 2 Effective Date and the
      Tranche C Term Loans shall be in addition to and not utilize such
      $500,000,000 limit, so long as the requirements set forth in the last
      sentence of the definition of "Incremental Loan Commitment" in Section
      1.01 shall be satisfied in respect

                                 Amendment No. 2

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                                       -3-

      of such Loans and (B) the Additional Tranche Term A Loans made upon the
      Amendment No. 1 Effective Date shall not be deemed to be Incremental Loans
      for any purpose of this Agreement.

            Following the acceptance by the Borrower of the offers made by any
      one or more Lenders to make any Series of Incremental Loans pursuant to
      the foregoing provisions of this paragraph (d), each Incremental Loan
      Lender in respect of such Series of Incremental Loans severally agrees, on
      the terms and conditions of this Agreement, to make such Incremental Loans
      to the Borrower during the period from and including the date of such
      acceptance to and including the commitment termination date specified in
      the agreement entered into with respect to such Series in an aggregate
      principal amount up to but not exceeding the amount of the Incremental
      Loan Commitment of such Incremental Loan Lender in respect of such Series
      as in effect from time to time. The Incremental Loans (designated Tranche
      D Term Loans) upon the Amendment No. 2 Effective Date, may, at the option
      of an Incremental Loan Lender, be made through the conversion of existing
      Tranche C Term Loans into Incremental Loans of such Series as provided in
      the last sentence of the definition of "Incremental Loan Commitment" in
      Section 1.01 (and each reference in this Agreement to the making of any
      such Incremental Loans or words of similar import, shall in the case of
      such Lender be deemed to include such conversion). Thereafter, subject to
      the terms and conditions of this Agreement, the Borrower may convert
      Incremental Loans of such Series of one Type into Incremental Loans of
      such Series of another Type (as provided in Section 2.06) or continue
      Incremental Loans of such Series of one Type as Incremental Loans of such
      Series of the same Type (as provided in Section 2.06). Incremental Loans
      of any Series that are prepaid may not be reborrowed as Incremental Loans
      of the same Series.

            Proceeds of Incremental Loans shall be available for any use
      permitted under the applicable provisions of Section 6.09."

            Section 3. Representations and Warranties. The Borrower and each
Subsidiary Guarantor represents and warrants to the Lenders and the
Administrative Agent, as to itself and each of its subsidiaries, as of the date
hereof and the Amendment No. 2 Effective Date, that (i) the representations and
warranties set forth in Article IV of the Credit Agreement are true and complete
on 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 shall be true and correct as of
such specific date), and as if each reference in said Article IV to "this
Agreement" included reference to this Amendment No. 2 and (ii) no Default or
Event of Default has occurred and is continuing.

            Section 4. Conditions Precedent. The amendments set forth in Section
2 hereof, shall become effective as of the date hereof upon satisfaction of the
following conditions:

            (a) the Administrative Agent (or Special Counsel) shall have
      received executed counterparts of this Amendment No. 2 from the Borrower,
      each Subsidiary Guarantor and Holdings, and from the Administrative Agent
      pursuant to authority granted by, and

                                 Amendment No. 2

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                                       -4-

      having obtained all necessary consents of, (i) the Required Lenders (not
      including the Tranche C Lenders) and (ii) the Required Tranche A Lenders
      party to the Credit Agreement; and

            (b) to the extent Tranche C Term Loans have not been converted into
      Tranche D Term Loans, the principal of and interest on and all other
      amounts (including any amounts payable under Section 2.14 of the Credit
      Agreement) owing in respect of the Tranche C Term Loans shall have been
      prepaid in full from funds available to the Borrower, the proceeds of the
      a new Series of Incremental Loans (designated as Tranche D Term Loans)
      made under the Credit Agreement concurrently with the effectiveness of the
      amendments contemplated by this Amendment No. 2 (and, in that connection,
      the Required Tranche A Lenders by authorizing the Administrative Agent to
      execute and deliver this Amendment No. 2 have consented to the Tranche C
      Term Loans being so paid in full without concurrently prepaying any of the
      Tranche A Term Loans as otherwise required by Section 2.09(a) of the
      Credit Agreement).

            Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.

                                 Amendment No. 2

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                                       -5-

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to Credit Agreement to be duly executed and delivered as of the day and
year first above written.

                                  LAMAR MEDIA CORP.

                                  By: /s/ Keith A. Istre
                                      -------------------
                                      Title:

                             SUBSIDIARY GUARANTORS

                                  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.
                                  OHIO LOGOS, INC.
                                  UTAH LOGOS, INC.
                                  SOUTH CAROLINA LOGOS, INC.
                                  MINNESOTA LOGOS, INC.
                                  MICHIGAN LOGOS, INC.
                                  FLORIDA 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.
                                  AMERICAN SIGNS, INC.
                                  LAMAR OCI NORTH CORPORATION
                                  LAMAR OCI SOUTH CORPORATION
                                  LAMAR ADVERTISING OF KENTUCKY, INC.
                                  LAMAR FLORIDA, INC.
                                  LAMAR ADVAN, INC.
                                  LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                  LAMAR CENTRAL OUTDOOR, INC.
                                  LAMAR ADVANTAGE HOLDING COMPANY
                                  LAMAR OHIO OUTDOOR HOLDING CORP.

                                 Amendment No. 2

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                                       -6-

                                  LAMAR BENCHES, INC.
                                  LAMAR I-40 WEST, INC.
                                  LAMAR ADVERTISING OF OKLAHOMA, INC.
                                  LAMAR OKLAHOMA HOLDING COMPANY, INC.
                                  HARDIN DEVELOPMENT CORPORATION
                                  PARSONS DEVELOPMENT COMPANY
                                  REVOLUTION OUTDOOR ADVERTISING, INC.
                                  OUTDOOR MARKETING SYSTEMS, INC.
                                  LAMAR ADVERTISING SOUTHWEST, INC.
                                  LAMAR DOA TENNESSEE HOLDINGS, INC.
                                  LAMAR DOA TENNESSEE, INC.
                                  TRANS WEST OUTDOOR ADVERTISING, INC.
                                  PREMERE OUTDOOR, INC.
                                  HAM DEVELOPMENT CORPORATION
                                  10 OUTDOOR ADVERTISING, INC.
                                  LAMAR CALIFORNIA ACQUISITION CORPORATION
                                  LAMAR CANADIAN OUTDOOR COMPANY

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

                                 Amendment No. 2

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                                       -7-

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

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

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

                                  INTERSTATE LOGOS, L.L.C.

                                  By: Lamar Media Corp.,
                                  Its: Managing Member

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

                                 Amendment No. 2

<PAGE>

                                       -8-

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

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

                                  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

                                 Amendment No. 2

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                                      -9-

                                  TLC PROPERTIES, L.L.C.
                                  TLC FARMS, L.L.C.

                                  By: TLC Properties, Inc.
                                  Its: Managing Member

                                  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.
                                  LAMAR TRANSIT ADVERTISING OF NEW
                                    ORLEANS, LLC
                                  TRIUMPH OUTDOOR RHODE ISLAND, LLC

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

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

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

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

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

                                 Amendment No. 2

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                                      -10-

                                  LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

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

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

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

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

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

                                  TEXAS LOGOS, L.P.

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

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

                                 Amendment No. 2

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                                      -11-

                                  OUTDOOR MARKETING SYSTEMS, L.L.C.

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

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

                                  STOKELY AD AGENCY, L.L.C.

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

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

                                        ADMINISTRATIVE AGENT

                                        JPMORGAN CHASE BANK

                                         By: ______________________________
                                             Name:
                                             Title:

                                 Amendment No. 2

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                                      -11-

                                  ADMINISTRATIVE AGENT

                                  JPMORGAN CHASE BANK

                                  By: /s/ Joan M. Fitzgibbon
                                      --------------------------------
                                      Name: Joan M. Fitzgibbon
                                      Title: Managing Director

            By its signature below, the undersigned hereby consents to the
foregoing Amendment No. 2 and confirms its obligations under the Holdings
Guaranty and Pledge Agreement.

                                  LAMAR ADVERTISING COMPANY

                                  By: ________________________________
                                      Name:
                                      Title:

                                 Amendment No. 2

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                                      -12-

            By its signature below; the undersigned hereby consents to the
foregoing Amendment No. 2 and confirms its obligations under the Holdings
Guaranty and Pledge Agreement.

                                  LAMAR ADVERTISING COMPANY

                                  By: /s/ Keith A. Istre
                                      --------------------------------
                                      Name:
                                      Title:

                                 Amendment No. 2