First Amendment To Senior Unsecured Term Promissory Note

Exhibit 10.10 FIRST AMENDMENT
TO
SENIOR UNSECURED TERM PROMISSORY NOTE THIS FIRST AMENDMENT TO SENIOR UNSECURED TERM PROMISSORY NOTE , entered into on October 7, 2005, but in all regards intended to be effective as of August 2, 2005 (this " Amendment" ), is made to the Senior Unsecured Term Promissory Note dated August 2, 2005 (the " Original Note" ), in the original principal amount of $2.5 billion, executed by Clear Channel Outdoor, Inc. a Delaware corporation (" Maker" ), as maker thereof, originally payable to the order of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (" CCO" ), transferred, by endorsement, by CCO to Clear Channel Holdings, Inc., a Delaware corporation (" Holdings" ), and subsequently transferred, by endorsement, by Holdings to 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 exclude ab initio from its mandatory prepayment requirements the equity issuance contemplated by the initial public offering of CCO and (ii) to clarify that certain borrowings under the Credit Facility will not require a mandatory prepayment on the Note. 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 term " Debt Issuance" as defined and used in the Original Note is hereby amended in its entirety to read as follows: " ' Debt Issuance' means each issuance or incurrence of debt of any nature (public or private) by Maker or its parent (other than CCU, if applicable), or any subsidiaries of either of them, other than (i) borrowings perm ...