exv10w25

Exhibit 10.25

FIRST AMENDMENT
TO
REVOLVING PROMISSORY NOTE

THIS FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE, entered into on December 23, 2009 (this “Amendment”), is made to the Revolving Promissory Note dated November 10, 2005 (the “Original Note”), in the maximum available principal amount of $1.0 billion, executed by Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“Maker”), as maker thereof, payable to the order of Clear Channel Communications, Inc., a Texas corporation (“CCU”).

Recitals. CCU, as the current legal and equitable owner and holder, and the payee, of the Original Note, and Maker desire to amend the Original Note (i) to extend the maturity date of the Note and (ii) to amend the Contract Rate payable on the Note, with such new Contract Rate being applicable as of the date hereof. Now, therefore, in consideration of the premises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt, sufficiency and reasonably equivalent value of which are acknowledged by the parties hereto, Maker and CCU agree as follows:

SECTION 1. Definitions. Capitalized terms used but not defined herein have the meanings and uses assigned in the Original Note, and the term “Note” when used in this Amendment means the Original Note, as amended hereby.

SECTION 2. Amendments.

2.1. The first sentence of the Original Note is hereby amended by replacing “August 10, 2010” with “December 15, 2017”.

2.2. The term “Contract Rate” as defined and used in the Original Note is hereby amended and restated in its entirety to read as follows:

“‘Contract Rate’ means a variable per annum rate of interest equal to the weighted-average interest rate on the outstanding Refinancing Notes, as such weighted-average cost is determined by CCU from time to time and for each applicable period under this Note. A certificate of CCU as to such weighted-average cost for any period shall be conclusive proof of such cost, absent manifest error in the mechanical calculation thereof.”

2.3. The term “Refinancing Notes” is inserted in the proper alphabetical order in the “definitions” section to read as follows:

“‘Refinancing Notes’ means (a) up to (i) $500,000,000 of Series A Senior Notes due 2017 (the “CCWH Series A Notes”) and (ii) $2,000,000,000 of Series B Senior Notes due 2017 (the “CCWH Series B Notes” and, collectively with the CCWH Series A Notes, the “CCWH Notes”) issued by Clear Channel Worldwide Holdings, Inc., a Nevada corporation (“CCWH”) and an indirect wholly-owned subsidiary of Maker, and (b) any term loans or debt securities issued to refinance a significant portion of the CCWH Notes.”

SECTION 3. Representations and Warranties. Maker represents and warrants to CCU that Maker’s representations and warranties set forth in the Original Note are true and correct in all material respects as if made on the date hereof and on the effective date hereof, except as they may specifically relate to an earlier date.

SECTION 4. Continuing Effect of Original Note. Each of the Original Note and the other Subject Documents, as amended hereby, is hereby ratified and confirmed in all respects, and all references to the “Note” in the Original Note or any other Subject Document shall mean the Original Note, as amended hereby. This Amendment shall not constitute an amendment of, or waiver with respect to, any provision of the Original Note not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of any party hereto that would require an amendment, waiver or consent of CCU except as expressly stated herein.

SECTION 5. Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of Texas.

SECTION 6. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Maker and CCU and their respective successors and assigns permitted by the Note, except Maker may not assign or otherwise transfer any of its rights or obligations hereunder other than as provided in the Note.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts, and by each party hereto on separate counterparts, each of which counterpart when so executed shall be an original, but all such counterparts taken together shall constitute one and the same instrument. A counterpart signature page delivered by fax or internet transmission shall be as effective as delivery of an originally executed counterpart.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers on, and effective as of, the date first set forth above.


		MAKER:

		Clear Channel Outdoor Holdings, Inc.

		/s/ Randall T. Mays

		Name: Randall T. Mays
		Title: Chief Financial Officer

		PAYEE:

		Clear Channel Communications, Inc.

		/s/ Brian Coleman

		Name: Brian Coleman
		Title: Senior Vice President and Treasurer

First Amendment to “Due To CCU” Revolving Promissory Note