CCE SPINCO, INC. 2005 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), made as of the ___ day of ___, 20___ (the “Grant Date”) by and between CCE Spinco, Inc., a Delaware corporation (the “Company”), and ___(the “Grantee”), evidences the grant by the Company of an award of restricted stock (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the CCE Spinco, Inc. 2005 Stock Incentive Plan (the “Plan”). The Company and the Grantee agree as follows:
TRADEMARK AND COPYRIGHT LICENSE AGREEMENTTrademark and Copyright License Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Texas
THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (this “Agreement”) is made effective as of December 21, 2005 (the “Effective Date”) by and between Clear Channel Identity, L.P., a Delaware limited partnership (“Licensor”), and CCE Spinco, Inc., a Delaware corporation (“Licensee”).
MASTER SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN CLEAR CHANNEL COMMUNICATIONS, INC. AND CCE SPINCO, INC. Dated December 20, 2005Master Separation and Distribution Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Texas
This MASTER SEPARATION AND DISTRIBUTION AGREEMENT, dated December 20, 2005 (this “Agreement”), is made between Clear Channel Communications, Inc., a Texas corporation (“CCU”), and CCE Spinco, Inc., a Delaware corporation and as of the date hereof, a wholly-owned subsidiary of CCU (“Entertainment”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.
CCE SPINCO, INC. 2005 STOCK INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENTStock Option Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), made as of the ___ day of ___, 20___ (the “Grant Date”) by and between CCE Spinco, Inc., a Delaware corporation (the “Company”), and «First» «Last» (the “Optionee”), evidences the grant by the Company of an Option to purchase shares of the Company’s common stock, $.01 par value (the “Common Stock”) to the Optionee on such date and the Optionee’s acceptance of this Option in accordance with the provisions of the CCE Spinco, Inc. 2005 Stock Incentive Plan (the “Plan”). The Company and the Optionee agree as follows:
TAX MATTERS AGREEMENT BY AND AMONG CLEAR CHANNEL COMMUNICATIONS, INC., CCE SPINCO, INC. AND CCE HOLDCO #2, INC. Dated as of December 21, 2005Tax Matters Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into as of December 21, 2005, by and among Clear Channel Communications, Inc., a Texas corporation (“Distributing”), CCE Spinco, Inc., a Delaware corporation and a wholly-owned subsidiary of Distributing (“Controlled”), and CCE Holdco #2, a Delaware corporation (“Holdco #2”).
TRANSITION SERVICES AGREEMENT DATED DECEMBER 21, 2005 BETWEEN CLEAR CHANNEL MANAGEMENT SERVICES, L.P. AND CCE SPINCO, INC.Transition Services Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Texas
This TRANSITION SERVICES AGREEMENT, dated to be effective as of December 21, 2005 (this “Agreement”), is made by and between Clear Channel Management Services, L.P., a Texas limited partnership (“Management Services”), and CCE Spinco, Inc., a Delaware corporation (“Entertainment”). Management Services is indirectly wholly-owned by Clear Channel Communications, Inc., a Texas corporation (“CCU”), and as of the execution hereof, Entertainment is a wholly-owned subsidiary of CCU. Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2005, among CCE SPINCO, INC., SFX ENTERTAINMENT, INC., THE OTHER SUBSIDIARIES OF CCE SPINCO, INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuarantee and Collateral Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2005, among CCE SPINCO, INC., SFX ENTERTAINMENT, INC., the other Subsidiaries of CCE SPINCO, INC. identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT dated as of December 21, 2005 among CCE SPINCO, INC., SFX ENTERTAINMENT, INC. and THE FOREIGN BORROWERS PARTY HERETO, as Borrowers, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK,...Credit Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • New York
Schedule 1.01 — Consolidated EBITDA Adjustments Schedule 2.01 — Commitments Schedule 2.05 — Existing Letters of Credit Schedule 3.06 — Disclosed Matters Schedule 3.12 — Subsidiaries and Joint Ventures Schedule 3.13 — Insurance Schedule 3.17 — Filings Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.03 — Holdco #1 Real Property Schedule 6.04(b) — Existing Investments Schedule 6.04(m) — Required Investments Schedule 6.08 — Existing Holding Company Obligations Schedule 6.09 — Existing Affiliate Transactions Schedule 6.10 — Existing Restrictions
CCE SPINCO, INC. AND THE BANK OF NEW YORK Rights Agreement Dated as of December 21, 2005Rights Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • New York
This Rights Agreement, dated as of December 21, 2005 (this “Agreement”), is by and between CCE Spinco, Inc., a Delaware corporation (the “Company”), and The Bank of New York, as rights agent (the “Rights Agent”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Texas
This Employee Matters Agreement, dated as of December 21, 2005, is between Clear Channel Communications, Inc. (“Clear Channel”), a Texas corporation, and CCE Spinco, Inc. (“Entertainment”), a Delaware corporation.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2005 • CCE Spinco, Inc. • Services-amusement & recreation services • Texas
WHEREAS SFX Entertainment, Inc. d/b/a Clear Channel Entertainment (hereinafter referred to as “Company”) and Kathy Willard (hereinafter referred to as “Employee”) entered into an Employment Agreement, (hereinafter “Agreement”) effective January 1, 2005;
