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Exhibit 2 <br />FIRST AMENDMENT TO AGREEMENT <br />THIS FIRST AMENDMENT TO AGREEMENT is entered into on June 17, 2013, by <br />and between Clear Channel Outdoor, Inc., a Delaware corporation ("Grantee") and the City of <br />Santa Ana, a charter city and municipal corporation organized and existing under the Constitution <br />and laws of the State of California ("City"). <br />RECITALS: <br />A. The parties entered into that certain Agreement # A-2000-179, dated December 8, 2000 <br />(hereinafter "said Agreement") by which Grantee was awarded the exclusive right to install, <br />operate and maintain bus shelters and bus benches in the City of Santa Ana. <br />B. The parties executed a First Amendment to Agreement A-2009-044, dated May 4, 2009, to <br />extend the term for an additional three year period. <br />C. In accordance with the terms and conditions of said Agreement, the parties wish to amend the <br />Compensation and extend the term on a month-to- month basis for up to twelve months, <br />during which the City will request and review proposals for exclusive bus shelter and bus <br />bench services. <br />WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all <br />the terms and conditions of said Agreement, except those amended in this Second Amendment to <br />Agreement, the parties agree as follows: <br />1. Section 2, TERM, shall be amended to extend the term, on a month-to-month basis, for up to <br />an additional twelve (12) months, through June 30, 2014, unless the Agreement is terminated <br />earlier pursuant to the provisions of said Agreement. Notwithstanding the foregoing, City <br />may terminate said Agreement upon thirty (30) days written notice if the review of proposals <br />is completed and a new Grantee is capable of commencing services prior to June 30, 2014. <br />2. Section 2.a., COMPENSATION, shall be deleted in its entirety and replaced with the <br />following: <br />"As consideration for the continued exclusive rights granted by said Agreement, Grantee <br />agrees to pay to City a monthly fee of $20,000, during the term commencing July 1, 2013." <br />3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in <br />full force and effect. <br /> <br /> <br />25F-13