CLEAR CHANNEL OUTDOOR INC. - 2009

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INPRHr ON FILE WORR %,Al PROCEED UNTIL INSURANCE EXPIRES CLERK Of_ COUNCIL DATF4 N no A- 2009 -044 JU 1i2a FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is entered into effective as of May 4, .3 2009, by and between Clear Channel Outdoor, Inc., a Delaware corporation ( "Grantee "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). d RECITALS: A. The City and Eller Media Company, a Delaware corporation, entered into that certain Agreement A- 2000 -179, dated December 8, 2000, (hereinafter "said Agreement ") by which Grantee was granted the exclusive right to install, operate and maintain bus shelters and bus benches in the City of Santa Ana. B. On July 1, 2001 Eller Media Company completed a name change to Clear Channel Outdoor, Inc. C. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Schedule of Compensation and extend the term of said Agreement for an additional three - year period. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Except as otherwise defined herein, capitalized terms used in this First Amendment to Agreement shall have the meanings assigned to such terms in the said Agreement. 2. Section 2, TERM OF AGREEMENT, shall be amended to extend the term for an additional three year period, to expire on June 30, 2013, unless said Agreement is terminated earlier, pursuant to the provisions of said Agreement, or otherwise according to law. 3. Section 3, COMPENSATION TO CITY, shall be amended by reducing the annual payment amount set forth in the annual Schedule of Compensation, Attachment A to said Agreement, and extending the payment schedule for an additional three years. Said Annual Payment shall be reduced from $672,000 to $504,000 for the 2009 -2010 Contract Year. Grantee shall pay to the City annual payments in the amount of $504,000 for each of the three succeeding fiscal Contract Years, including 2010/2011 through 2012/2013. 4. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect.