exv10w4



 






Exhibit 10.4




TRADEMARK AND COPYRIGHT LICENSE AGREEMENT 




     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”).



RECITALS:




     WHEREAS, Licensee is a wholly owned subsidiary of Licensor and, as such, has been using
certain of Licensor’s intellectually property pursuant to a license in connection with the
production and promotion of live entertainment (the “Business”);



     WHEREAS, Licensee will cease to be a wholly owned subsidiary of Licensor pursuant to a
separate agreement between the parties entitled Master Separation and Distribution Agreement;



     WHEREAS, Licensor is the owner of the trademark CLEAR CHANNEL and variations thereof, other
marks incorporating the term CLEAR CHANNEL and variations thereof, the mark CC and variations
thereof, and the C Logo shown on Exhibit A and variations thereof, and other marks used in
connection with the Business that would indicate an affiliation with Licensor when used, and trade
dress and other indicia of origin associated with such trademarks (collectively, the
“Marks”) and is the owner of trademark registrations and applications for the Marks;



     WHEREAS, Licensor is the owner of the copyrights in packaging, labels, signage, marketing,
advertising and promotional materials that bear or display the Marks (collectively, the
“Copyrights”);



     WHEREAS, Licensor owns certain Internet domain name registrations that incorporate the Marks,
including, without limitation, those set forth on Exhibit B (collectively, the
“Domains”);



     WHEREAS, although certain of the Marks, certain of the Domains and certain of the Copyrights
are assets currently used in the Business, Licensee does not own and is not acquiring from Licensor
any rights in the Marks, the Domains or the Copyrights;



     WHEREAS, the parties, by this Agreement, desire to establish Licensee’s right to continue to
use certain of the Marks and certain of the Copyrights in the Licensed Territory (as defined below)
for the Business, during a transitional period, under the terms and conditions set forth in this
Agreement.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, the parties hereto agree as follows:



 









 





AGREEMENT:



1.     CERTAIN DEFINITIONS.




     The following terms shall have the following meanings as used herein:



     (a)     “Affiliate” means, with respect to a specified person or entity, any other person
or entity or member of a group of persons or entities acting together that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by or is under common control with,
the specified person or entity.



     (b)     “Distribution Date” shall mean that certain day defined as such under the Master
Separation and Distribution Agreement between the parties, dated December 20, 2005.



     (c)     “Domain Names” shall mean the domain name registrations that incorporate the
Marks, including, but not limited to, those set forth in Exhibit B, as may be amended from
time to time, used in connection with the Business.



     (d)     “Licensed Copyrighted Works” shall mean all packaging, labels, signage, marketing,
advertising and promotional materials bearing or displaying the Licensed Marks including website
materials that are used by Licensee for the Business in the Licensed Territory as of the Effective
Date, in only the specific form or medium in which they are embodied as of the Effective Date, or
in such other form as may be approved by Licensor as provided in Section 2, to the extent
that Licensor or one of its Affiliates owns each such work.



     (e)     “Licensed Marks” shall mean the Marks as and in the form in which they are used by
Licensee on or in connection with the Business in the Licensed Territory as of the Effective Date.



     (f)     “Licensed Territory” shall mean the world.



     (g)     “Term” shall mean the period beginning on the Effective Date and ending on the
first to occur of (i) the one year anniversary of the Distribution Date and (ii) the termination of
this Agreement pursuant to Section 11.2.



     (h)     “Trademark Rights” shall mean, collectively, all foreign, federal, state, and
common law rights in and to the Licensed Marks.


2.     GRANT OF LICENSES; RESERVATION OF RIGHTS.




     2.1     Trademark License. Upon the terms and conditions set forth in this Agreement,
Licensor grants to Licensee a revocable, non-exclusive, non-transferable license to utilize the
Licensed Marks solely upon and in connection with the Business in the Licensed Territory during the
Term (the “Trademark License”).



     2.2     Royalty Fee. Licensee shall pay Licensor for the use of the Licensed Marks
pursuant to the amount set forth on Exhibit C, attached hereto. The amount owed by
Licensee shall accrue throughout the Term and shall be paid quarterly as follows: Within thirty
(30) days



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after the end of each of the Licensor’s and Licensee’s fiscal quarters, Licensee shall pay to
Licensor the total amount owed by Licensee to Licensor for the use of the Licensed Marks under this
Agreement during such fiscal quarter.



     2.3     Limitations on Trademark License. The Trademark License is limited to the
Business, provided that the products and services provided in connection with the Business are at
least of a quality that is substantially the same as or is higher than the quality of those
currently provided or sold by Licensee as of the Effective Date. NO LICENSE IS GRANTED HEREUNDER
FOR ANY USE OTHER THAN THAT SPECIFIED, AND NO LICENSE IS GRANTED HEREUNDER FOR ANY COMBINATION OF
THE LICENSED MARKS WITH OTHER PRODUCTS, SERVICES OR MARKS WITHOUT PRIOR WRITTEN CONSENT OF LICENSOR
WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.




     (a)     Licensee may use other marks, including marks owned by third parties, for the
Business, in addition to the Licensed Marks, provided Licensee has obtained the necessary
rights from the third party, if any. In no event shall the other mark be used in such a
manner that, in Licensor’s reasonable business judgment, a composite mark is created that
includes any of the Licensed Marks and, notwithstanding anything to the contrary in this
Agreement, Licensor may reject any proposed use that bears such a composite mark.




     (b)     It is hereby recognized that Licensee may wish to transition to a new mark or an
existing mark owned by Licensee during the course of this Agreement and phase out the use of
the Licensed Marks gradually during the Term. In connection with such transition, Licensee
may wish to utilize such new or existing mark in connection with the Business in addition to
the Licensed Marks. In the event Licensee desires to utilize both the Licensed Marks and a
new mark simultaneously during the transition, Licensee shall provide at least thirty (30)
calendar days prior written notice to Licensor of such proposed transition, along with a
rendering of the proposed transitional usage. Licensor shall have a period of thirty (30)
calendar days following receipt of such notice and rendition in which to give or withhold
its approval of such transitional usage and Licensor shall be deemed to not have approved
such transitional usage if Licensor does not deliver to Licensee its written approval
thereof within such thirty (30) calendar day period. Licensor shall not unreasonably
withhold or delay its approval, but such approval shall not be deemed to be unreasonable if
(i) the proposed usage of the Licensed Marks with such transitional mark creates, in
Licensor’s reasonable business judgment, a composite mark that includes any of the Licensed
Marks, (ii) if the new mark proposed to be used by Licensee in addition to the Licensed
Marks is confusingly similar to the Licensed Marks, or (iii) if the proposed usage is
derogatory or coveys a negative connotation with respect to Licensor or the Licensed Marks.



     2.4     Copyright License. Upon the terms and conditions set forth in this Agreement,
including, without limitation, those set forth in this Section 2.4, Licensor, on behalf of
itself and its Affiliates, grants to Licensee a revocable, nonexclusive, royalty-free, transferable
to the extent provided in Section 9.1, license to use, reproduce, distribute copies of,
make derivative works of, publish, distribute, display, broadcast and/or transmit the Licensed
Copyrighted Works in the Licensed Territory, through only the media utilized by Licensor as of the
Effective Date,



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for the limited purpose of enabling Licensee to exercise its rights under the Trademark
License (the “Copyright License”). By way of example, without limitation, in the case of a
print advertisement appearing in a particular magazine as of the Effective Date, the Copyright
License shall permit Licensee to utilize the advertisement in the same magazine. Notwithstanding
the foregoing, Licensee shall have the right during the Term to modify or create derivative works
of the Licensed Copyright Works and to use new media for the publication, distribution, display,
broadcast and/or transmission of same, subject to the prior written approval of Licensor, which
approval shall not be unreasonably withheld or delayed. In the event Licensee desires to modify,
create derivative works of or utilize new media for the publication, distribution, display,
broadcast and/or transmission of the Licensed Copyrighted Works in connection with the exercise of
its rights under the Trademark License, Licensee shall provide Licensor at least sixty (60)
calendar days prior written notice, which notice shall include reasonably sufficient details
concerning Licensee’s plans, including copies or drafts of the modified or derivative works, and a
list and description of the use thereof, including the media through which such works will be
published, distributed, displayed, broadcast and/or transmitted. Licensor shall have until the end
of such sixty (60) calendar day period in which to give or withhold its written approval for all or
a portion of the matters contained in Licensee’s notice; provided, that Licensor shall be deemed
not to have approved any matter contained in Licensee’s notice if Licensor does not deliver to
Licensee its written approval thereof within such sixty (60) calendar day period.




     (a)     Licensee shall cooperate with Licensor in connection with Licensor’s review of the
matters contained in Licensee’s notice, including by providing any additional information or
materials that may be requested by Licensor.




     (b)     Upon Licensor’s written approval of any modified or derivative works for use for
the Licensed Products such modified or derivative works shall be deemed to be “Licensed
Copyrighted Works.” In addition, upon approval (or deemed approval) by Licensor any
resulting trade dress or trademarks shall be deemed to be “Licensed Marks.” If
Licensor does not approve in writing any modified or derivative works, or the media through
which such works or any other Licensed Copyrighted Works are to be disseminated, then
Licensee shall be prohibited from employing same under the terms of this Agreement,
including under the Trademark License or the Copyright License. It is hereby expressly
understood, however, that the primary purpose of this Agreement is to enable Licensee to
transition to a new mark and trade dress for use in the Business. Accordingly, the failure
of Licensor to approve modified or derivative works shall not be deemed unreasonable if
Licensor, in its sole discretion, considers the proposed works to be a material alteration
of the Licensed Marks or Licensed Copyrighted Works as of the Effective Date.




     (c)     Any modified or derivative works not approved by Licensor hereunder and from which
the Licensed Marks are not removed or obliterated shall be promptly destroyed by Licensor,
Licensee and, if applicable, by any Permitted Third Party Provider (as defined in
Section 2.10).



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     2.5     Rights of and Obligations to Third Parties. Notwithstanding any other provisions
of this Agreement to the contrary, nothing in this Agreement shall be deemed to be a grant by
Licensor of a license, sublicense, or other grant of a right to Licensee to use any copyrights of a
third party or any rights under any third-party license that cannot be licensed, sublicensed
or granted without the consent, approval or agreement of another party, unless such consent,
approval or agreement is first obtained.



     2.6     Reservation of Rights. Notwithstanding anything herein to the contrary, Licensor
may utilize (and may license another party to utilize) the Licensed Marks in connection with any
business in the Licensed Territory. Further, this Agreement does not restrict or limit Licensor’s
rights to utilize or license the Licensed Marks in any manner. Notwithstanding anything contained
herein to the contrary, Licensor shall have the unrestricted right to utilize (and to license
another party to utilize) its copyrights in the Licensed Copyrighted Works.



     2.7     Term. Subject to the survival provisions of Section 11.4, the term of
this Agreement and the Trademark License and Copyright License granted hereunder shall begin on the
Effective Date and shall expire at the end of the Term. This Agreement will not be renewed or
extended, absent the execution of a separate document explicitly expressing such, executed by both
Licensor and Licensee.



     2.8     Domain Names. Licensee acknowledges that Licensor owns the Domain Names. For the
Term, Licensor agrees to maintain the Domain Names and redirect the certain domain names listed in
Exhibit B, as may be amended from time to time by mutual agreement of the Parties, to a new
website included in the New Works (as defined in Section 3.5) that Licensee may create
pursuant to this Agreement at a url that Licensee will register and maintain. Licensee shall be
responsible for hosting and maintaining the website, whether the website is part of the Licensed
Copyrighted Works or New Works. Licensor shall not be required to maintain registrations of the
Domain Names after expiration or termination of this Agreement, though it may, at its own
discretion, do so.



     2.9     Corporate Name. Notwithstanding the foregoing license grants, within ninety (90)
days of the Distribution Date, Licensee shall and shall cause any of its subsidiaries or
Affiliates, if necessary, to change, at its own expense, its corporate name to delete therefrom any
Licensed Marks or any words or phrases confusingly similar to the Licensed Marks that may be
incorporated therein.



     2.10     Permitted Third Party Providers. The parties acknowledge that Licensee may wish
to engage a third party manufacturer/service provider in connection with Licensee’s exercise of its
rights under the Trademark License and the Copyright License. Licensee shall give written notice
to Licensor of any proposed third party manufacturer/provider arrangement not less than ninety (90)
calendar days prior to Licensee’s engaging any third party manufacturer/provider (the “Notice
Period”), which notice shall contain the name of any proposed third party provider and a
summary of the terms of Licensee’s proposed arrangement with same. During the Notice Period,
Licensor shall have sole discretion as to whether to initially approve any proposed third party
manufacturer/provider; provided, that such approval shall not be unreasonably withheld or delayed.
Licensor shall advise Licensee whether it initially approves the proposed third party
manufacturer/provider as soon as practicable during the Notice



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Period. For purposes of this
Agreement, any third party manufacturer/provider that is approved by Licensor shall be a
“Permitted Third Party Provider.”


3.     DEVELOPMENT OF NEW TRADEMARK RIGHTS AND NEW COPYRIGHTS.




     3.1     Development of New Trademark Rights. Except as expressly provided in this
Agreement, Licensee shall not develop or acquire new Trademark Rights associated with the Business
or otherwise. Except as expressly permitted under Section 2 or as may be in use as of the
Effective Date, Licensee is not itself permitted to develop or use any derivative variations of any
of the Licensed Marks or to develop or use any variations, forms or stylizations of the Licensed
Marks. Trademark Rights that Licensee shall not develop or acquire include, but are not be limited
to, any federal, state, or foreign trademark registrations or applications, trademarks, trade
dress, trade names, service marks, symbols, slogans, emblems, logos, designs and other indicia of
origin or domain names incorporating the Licensed Marks. The parties acknowledge and agree that
any and all new Trademark Rights shall be considered included within the definition of
“Trademark Rights” for purposes of this entire Agreement. Notwithstanding the foregoing,
any new trademarks that are not derivations of, variations upon, or confusingly similar to, the
Licensed Marks that are developed by Licensee shall be the sole property of Licensee.



     3.2     Objection to New Trademark Rights. In the event that Licensee inadvertently or
intentionally develops or acquires new Trademark Rights, Licensee shall give prompt written notice
to Licensor of same. As soon as practicable after Licensor becomes aware of any new Trademark
Right inadvertently or intentionally developed or acquired by Licensee, Licensor shall have the
right to object to the new Trademark Right which it deems, in its sole discretion: (a) to be
incompatible or inconsistent with any other Trademark Rights, or with the image of the Licensed
Marks; (b) to be in violation of any law; or (c) to be otherwise inappropriate or offensive. Upon
Licensor’s objection to a new Trademark Right, Licensee shall: (a) promptly modify the new
Trademark Right to obviate Licensor’s objections, (b) promptly cease usage of the new Trademark
Right, and/or (c) withdraw or cancel (as appropriate) any pending trademark application or issued
trademark registration pertaining to the new Trademark Right.



     3.3     Requirement for Assignment of New Trademark Rights. The parties agree that
Licensor shall be deemed the owner of any rights Licensee may have in a new Trademark Right
(excluding any new trademarks that are not derivations of, variations on, or confusingly similar
to, the Licensed Marks. Upon request, Licensee shall promptly provide a confirmatory assignment of
any new Trademark Right to Licensor. Licensor has the right to refuse to license the new Trademark
Right to the Licensee for the remainder of the Term. Licensor shall have the right to use, and to
license others to use, any new Trademark Right after the termination of this Agreement. The
decision whether to seek or maintain any federal, foreign, or state registration for any new
Trademark Right or any of the Licensed Marks shall be made in the sole discretion of Licensor.
Licensee shall fully cooperate with Licensor, including executing any documents and providing any
materials that Licensor shall request, to obtain or maintain any such registration. To the extent
the Licensed Marks or new Trademark Rights are not the subject of federal or foreign registrations
as of the Effective Date, Licensee shall bear the cost of obtaining or maintaining same if Licensor
decides to seek registration.



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     3.4     Modifications to or Derivative Works of the Licensed Copyrighted Works. Except as
expressly permitted under this Agreement, Licensee shall not itself develop or use any modified or
derivative works of the Licensed Copyrighted Works. Notwithstanding any
provision of law that may initially vest ownership of copyrights in modifications or
derivative works of the Licensed Copyrighted Works in Licensee or a third party that Licensee may
engage in connection therewith, Licensor and Licensee hereby expressly agree that Licensor shall be
considered the author and owner of the copyrights in the Licensed Copyrighted Works, including any
derivative works or modifications of the original Licensed Copyrighted Works, whether or not any
such modified or derivative works are approved by Licensor for use in connection with the Licensed
Marks and the Business. To the extent permitted by law, the creation of any modifications or
derivative works of the Licensed Copyrighted Works shall be deemed “works made for hire” for
Licensor. Licensee shall execute any documents, including assignments, Licensor may determine it
requires to vest ownership of the Licensed Copyrighted Works, including any modifications or
derivative works of the original Licensed Copyrighted Works, in Licensee. Licensee shall have sole
discretion as to whether to seek registration of the Licensed Copyrighted Works, but in no event
shall Licensee apply for copyright registration of any of such works in its own name. Licensee
shall execute written agreements, in a form acceptable to Licensor, with any independent contractor
Licensee engages in connection with the creation of modifications or derivative works of the
Licensed Copyrighted Works to ensure that such independent contractor is bound by this Section
3.4 and Section 3.7 to the same extent as Licensor. Notwithstanding the foregoing,
Licensee does not assign to Licensor, and Licensee expressly retains the copyrights in all original
content added by Licensee (including any new trademarks of Licensee that are not derivations of,
variations upon, or confusingly similar to, the Licensed Marks) that is incorporated in such
modifications or derivative works of the Licensed Copyrighted Works, to the extent such content
does not bear or display any Licensed Marks.



     3.5     Creation of New Works. Subject to the terms and conditions of this Agreement,
including those set forth in this Section 3.5, Licensee may create new works in the nature
of signage, marketing, advertising or promotional materials, including websites that display the
Licensed Marks (the “New Works”). At least sixty (60) calendar days prior to the
utilization of any of the New Works in connection with Licensee’s exercise of its rights under the
Trademark License, Licensee shall provide a specimen of the New Work to Licensor and specifics as
to the proposed medium or media for the publication, distribution, display, broadcast and/or
transmission of same. Upon Licensor’s written approval, which shall not be unreasonably withheld
or delayed, Licensee may utilize the approved New Work in the approved media to the extent
permitted under the Trademark License. Should Licensee desire to utilize a new medium for the
publication, distribution, display, broadcast or transmission of a New Work previously approved,
Licensee shall give Licensor at least thirty (30) calendar days prior written notice as to the
specifics of the proposed new media. Upon Licensor’s written approval, which shall not be
unreasonably withheld or delayed, Licensee shall be permitted to use the new medium for the New
Work to the extent permitted by the Trademark License.



     3.6     Ownership of New Works. As between Licensor and Licensee, Licensee shall be
deemed the owner of the copyrights in the New Works and shall be permitted to apply for copyright
registration of the New Works. Under no circumstances shall ownership rights extend to the
Licensed Marks and upon termination of Licensee’s rights under the Trademark License,



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Licensee
shall cease all use of the New Works; provided, however, to the extent that the Licensed Marks can
be removed from the New Works, Licensee may continue to use the New Works with the new mark that it
will use for the Business.



     3.7     Appointment as Attorneys-In-Fact. IN THE EVENT THAT LICENSOR IS UNABLE FOR ANY
REASON WHATSOEVER TO SECURE LICENSEE’S SIGNATURE TO ANY ASSIGNMENT DOCUMENT CONTEMPLATED UNDER THIS
SECTION 3 OR TO ANY LAWFUL AND NECESSARY DOCUMENT REQUIRED TO APPLY FOR OR EXECUTE ANY
TRADEMARK OR COPYRIGHT APPLICATIONS WITH RESPECT TO THE LICENSED MARKS OR THE LICENSED COPYRIGHTED
WORKS, LICENSEE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS LICENSOR AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS LICENSEE’S AGENTS AND ATTORNEYS-IN-FACT TO ACT FOR AND ON LICENSEE’S BEHALF
AND INSTEAD OF LICENSEE, TO EXECUTE ANY SUCH ASSIGNMENT AND EXECUTE AND FILE ANY SUCH APPLICATION
AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PROSECUTION AND ISSUANCE OF TRADEMARK OR
COPYRIGHT REGISTRATIONS PERTAINING TO THE LICENSED MARKS OR THE LICENSED COPYRIGHTED WORKS WITH THE
SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY LICENSEE.


4.     QUALITY CONTROL.




     4.1     Acknowledgment of Quality. The parties acknowledge that the Licensed Marks have
come to signify a high level of quality to the purchasing public and that Licensor’s use of the
Licensed Marks before the Effective Date has been in connection with high quality products and
services. The parties further agree that it is important to both parties and to the purchasing
public that the goodwill in the Licensed Marks be retained and enhanced, and that the sale of
quality products and services under the Licensed Marks is the essence of this Agreement.



     4.2     Acceptable Level of Quality. Licensee agrees to maintain at all times a minimum
level of quality of the products and services sold in connection with the Business operated under
the Licensed Marks (hereinafter referred to as “Acceptable Level of Quality”). This
Acceptable Level of Quality shall be substantially consistent with or superior to, but in any case
must not be inferior in any material respect to, the level of quality maintained by Licensee in the
products and services sold in connection with the Business as Licensor’s wholly owned subsidiary
prior to the separation. Licensee also agrees as part of the Acceptable Level of Quality that the
products and services sold in connection with the Business shall be produced, packaged, labeled,
promoted, sold, distributed and provided in accordance with all applicable foreign, federal, state
and local laws, and governmental orders and regulations as they all may be in effect from time to
time, and that the policy of sale, distribution and exploitation by Licensee shall in no manner
reflect adversely upon the Licensed Trademarks. Licensee shall have a continuing obligation to
immediately notify Licensor within three (3) business days of any conflict of which it becomes



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aware between any requirement of Licensor, and applicable foreign, federal, state and local laws,
and governmental orders and regulations as may be in effect from time to time. Licensee shall be
responsible for modifying any Licensed Copyrighted Works (including the costs of any such
modifications) as may be required to comply with applicable foreign, federal, state and local laws,
and governmental orders and regulations or with the terms of this Agreement. Any such modification
shall be made in accordance with Section 2.4; provided that Licensor agrees to provide as
soon as reasonably practicable any approval that is necessary to authorize Licensee to modify any
Licensed Copyrighted Works as may be required to comply with applicable foreign, federal, state and
local laws, and governmental orders and regulations. Licensee shall have a
further continuing obligation to notify Licensor immediately of any inquiry, investigation,
inspection or any other action by any government body or unit thereof, with respect to the
production, packaging, promotion, sale or distribution of the products and services sold in
connection with the Business by Licensee (or any Permitted Third Party Provider) and the results
thereof, or by any of Licensee’s customers.



     4.3     Inspection of Premises and Licensed Products. Licensor, or its designated
representatives, shall have the right, at any time upon reasonable notice to Licensee, to conduct
during regular business hours an examination of the products and services sold in connection with
the Business offered by Licensee under the Licensed Marks and to inspect and review during regular
business hours the business locations of Licensee and any Permitted Third Party Provider, including
all manufacturing, packaging, distribution, storage facilities and the like, for the purpose of
assuring adherence to the Acceptable Level of Quality, proper use of the Licensed Marks, and
compliance with the terms of this Agreement. Licensee and any Permitted Third Party Provider shall
comply with all of Licensor’s reasonable requests directed to the condition of or conduct of
activities at these business locations that may, in Licensor’s reasonable business judgment, affect
the quality of the products and services offered in connection with the Business and maintenance of
an Acceptable Level of Quality. If at any time, under any circumstances, Licensor determines that
the products and services offered in connection with the Business fail to be of an Acceptable Level
of Quality, Licensor shall so notify Licensee. Licensee and any Permitted Third Party Provider
shall immediately make such changes as are required to obtain an Acceptable Level of Quality.



     4.4     Provision of Samples. Licensee agrees to furnish to Licensor, or Licensor’s
designated representative, samples of Licensee’s uses of the Licensed Marks, including product,
packaging, labels, signage and all forms of advertising, promotional, and marketing materials, as
Licensor may request at any time, for the purpose of inspecting to ensure that these uses are of an
Acceptable Level of Quality and have been approved by Licensor for use with the Licensed Marks.
Licensee agrees to work promptly to correct or remedy uses of the Licensed Marks which may, for any
reason, fail in the judgment of Licensor to meet the Acceptable Level of Quality imposed by
Licensor, or to violate the terms of this Agreement.



     4.5     Maintenance of Reputation and Goodwill. Licensee agrees that neither Licensee nor
any Permitted Third Party Provider who is not an Affiliate of Licensor nor any other person or
entity which controls, is controlled by, or is under common control with either Licensee or any
Permitted Third Party Manufacturer who is not an Affiliate of Licensor, shall, during the Term or
thereafter, misuse the Licensed Marks or the Trademark Rights, take any action that would bring any
of them into public disrepute, or take any action that would reasonably be expected to destroy or
diminish Licensor’s ownership, value or goodwill in the Licensed Marks, the Licensed Copyrighted
Works or the Trademark Rights.



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	5.	 	OTHER CONDITIONS APPLICABLE TO LICENSED MARKS AND LICENSED COPYRIGHTED WORKS.





     5.1     In connection with any and all of its uses of the Licensed Marks, Licensee agrees to
identify the licensed use under this Agreement and the proprietary rights of Licensor. Examples of
such notices include “CLEAR CHANNEL is a registered mark of Clear Channel
Identity, L.P.” and “CLEAR CHANNEL is a registered mark used by CCE Spinco, Inc. under license
from Clear Channel Identity, L.P.”



     5.2     In connection with its use of any of the Licensed Marks, Licensee agrees to use
commercially reasonable efforts to make proper use of the “®” symbol or other proper notice to
indicate a registered mark, and the “TM” symbol to indicate an unregistered mark in which Licensor
may claim rights and/or which is the subject of a state registration. Upon receiving notice from
Licensor that Licensee’s use of a registration notice or “TM” symbol is incorrect or otherwise
deemed unacceptable, Licensee shall promptly modify such uses to obviate Licensor’s objections.
Licensor shall use commercially reasonable efforts to include a legally sufficient copyright notice
on the Licensed Copyrighted Works, including any modification or derivative works of the original
Licensed Copyrighted Works. Licensee shall comply with all of Licensor’s requests concerning the
copyright notice for the Licensed Copyrighted Works.


6.     ACKNOWLEDGMENT OF RIGHTS; CESSATION OF USE.




     6.1     Goodwill. Licensee acknowledges that all goodwill accruing to Licensee’s use of
the Licensed Marks and/or Trademark Rights shall inure to the benefit of Licensor.



     6.2     Acknowledgment of Licensor’s Ownership; Cessation of Use. Licensee expressly
recognizes and acknowledges that the use of the Licensed Marks or Licensed Copyrighted Works shall
not confer upon Licensee any intellectual property or other proprietary rights. Upon expiration or
upon termination of this Agreement, the Trademark License and/or the Copyright License for any
reason, Licensee shall immediately cease all use of the Licensed Marks, the Licensed Copyrighted
Works and the New Works (except as expressly permitted in this Agreement). Licensee further agrees
that, at no time after the expiration or termination of its rights to use the Licensed Marks
pursuant to this Agreement, will it make any further use of the Licensed Marks or any other
designation, symbol, design, emblem, mark, or name similar to the Licensed Marks even if Licensor
does not thereafter use the Licensed Marks, either itself or through another authorized party.



     6.3     Agreement Not to Contest. Licensee shall not question, contest or challenge the
title or ownership by Licensor of the Licensed Marks or the Licensed Copyrighted Works during the
Term or thereafter. Licensee will claim no right, title or interest in the Licensed Marks or any
other designation, symbol, design, emblem, mark, or name similar thereto or the Licensed
Copyrighted Works except the right to use the same pursuant to the terms, provisions and conditions
of this Agreement, and will not seek during the Term or thereafter to register the same in any
jurisdiction or before any agency, regulatory body, or official entity.



     6.4     Registration of Domain Names. Licensee agrees that neither Licensee nor any other
person or entity which controls, is controlled by, or is under common control with Licensee



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shall
during the Term or thereafter register or use any domain name that incorporates the Licensed Marks,
or any formative of the Licensed Mark, or any confusingly similar mark, whether in a top level
domain name or secondary domain name, or as part of any other uniform resource locator (URL)
address.



     6.5     Licensor’s Right to Protect Trademarks and Copyrights. Nothing in this Agreement
shall be construed to bar Licensor from protecting its right to the exclusive use of its
trademarks, service marks, names or copyrights against infringement thereof by any party or
parties, including Licensee (in the case of its use of any of the foregoing other than pursuant to
the Trademark License or the Copyright License), either during the Term or thereafter.


7.     POLICING OF TRADEMARK RIGHTS AND COPYRIGHTS.




     7.1     Duty to Notify of Infringement. Licensee shall promptly notify Licensor in
writing in the event it becomes aware of any third party infringing, misusing, or otherwise
violating any of Licensor’s rights in the Licensed Marks or the Licensed Copyrighted Works, or who
Licensee believes is, or may be infringing, diluting, or otherwise derogating the Licensor’s rights
in the Licensed Marks or the Licensed Copyrighted Works.



     7.2     Enforcement Action by Licensor. Licensor may, at its sole discretion, take action
against such third party to enforce its interest in the Licensed Marks and the Licensed Copyrighted
Works, and in such event shall be entitled to retain all monetary recovery from any such third
party by way of judgment, settlement, or otherwise. In the event Licensor elects or takes
enforcement action, Licensee agrees to cooperate promptly and fully with any such effort, at
Licensee’s expense.


8.     CONFIDENTIALITY.




     8.1     Each of Licensor and Licensee (the “Receiving Party”), on behalf of itself, and on
behalf of its Affiliates, agrees to maintain the confidentiality of all data and other proprietary
information concerning the other party (the “Disclosing Party”) and/or the Disclosing
Party’s Affiliates that may be made available or disclosed to it during the Term (collectively, the
“Confidential Information”); provided that Confidential Information will not include any
information that: (a) is or becomes generally available to the public other than as a result of a
breach of this Agreement by the Receiving Party or its Affiliates; (b) was available to the
Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the
Disclosing Party; (c) becomes available to the Receiving Party on a non-confidential basis from a
source other than the Disclosing Party who the Receiving Party reasonably believes is not bound by
a legal or contractual obligation not to disclose such Confidential Information; or (d) was
independently developed by the Receiving Party without use of or reference to the Confidential
Information. Without limiting the foregoing, Licensor and Licensee will utilize the same methods
and practices in the protection of the Confidential Information that each utilizes in protecting
its own confidential information. Each of Licensor and Licensee, in its capacity as a Receiving
Party, agrees that it will not disclose the Confidential Information of the Disclosing Party
without the prior written consent of the Disclosing Party, except for disclosures (a) that may be
required by applicable law, rule or regulation, (b) that may be required by the Receiving Party to
enforce the rights of the Receiving Party under this Agreement, and (c) to the Receiving Party’s



11









 







Affiliates and other representatives and agents that the Receiving Party reasonably believes need
to know such Confidential Information to perform obligations hereunder. Each of Licensor and
Licensee, in its capacity as a Receiving Party, will be responsible for any breach of this
Section 8.1 by its Affiliates, representatives and agents. Before any disclosure is made
pursuant to applicable law, rule or regulation, the party with the disclosure requirement will, if
permitted by applicable law, rule or regulation, give advance written notice of such
disclosure to the non-disclosing party so that such non-disclosing party may seek a protective
order against such disclosure. In the absence or unavailability of any such protective order, the
party with the disclosure requirement hereby agrees to take all reasonable and lawful actions to
seek confidential treatment for such disclosure and, to the extent practicable, to minimize the
extent of such disclosure. The provisions of this Section 8.1 shall survive expiration or
termination of this Agreement for any reason and shall remain in full force and effect in
accordance with its terms, without modification, limitation or impairment of any kind for a period
of two (2) years following such expiration or termination.


9.     ASSIGNMENT AND SUBLICENSE.




     9.1     Restriction on Assignment and Sublicense. Except as otherwise expressly set forth
herein, neither this Agreement nor any of the rights, interests or obligations hereunder may be
assigned, transferred, conveyed or delegated by Licensee in any manner (whether by operation of law
pursuant to a change of control or otherwise) without the prior written consent of Licensor, and
any purported assignment, transfer, conveyance or delegation in violation hereof will be null and
void, provided that Licensee may assign this Agreement and its rights and obligations hereunder to
any direct successor to all or substantially all of the Business. This Agreement is not intended
to confer any rights or benefits on any person or entity other than the parties hereto, except as
expressly provided in Section 10.1. Licensee shall not sublicense any of its rights under
this Agreement without the express prior written consent of Licensor, which shall be solely within
Licensor’s discretion and subject to Licensee’s sublicensee’s express written agreement to abide by
and comply with all of the terms and conditions of this Agreement. Licensor may freely transfer
this Agreement and its rights or obligations hereunder or the Licensed Marks or Licensed
Copyrighted Works, subject only to Licensee’s rights under this Agreement.



     9.2     Continuance of Obligations. Any assignment or sublicense of rights of Licensee
under this Agreement, even with the prior consent of Licensor, shall not operate to release, limit,
impair or suspend any of the obligations of Licensee under this Agreement.


10.     WARRANTY DISCLAIMER/INDEMNITY/HOLD HARMLESS.




     10.1     Licensee’s Indemnification Obligation. Regardless of any inspections conducted
by or consents granted by Licensor and regardless of compliance by Licensee (or any Permitted Third
Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and
hold harmless Licensor, its Affiliates (including parent entities), and their respective
stockholders, directors, officers, employees, agents and assignees from and against any and all
claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fines,
penalties, obligations, together with all reasonable costs and expenses incurred in connection with
the foregoing (including, without limitation, court costs, litigation expenses and reasonable
attorneys fees) (“Damages”) that any of them may suffer or incur (including pursuant to



12









 







judgment or settlement) as a result of or relating to (a) Licensee’s use of the Licensed Marks or
the Licensed Copyrighted Works, (b) Licensee’s breach of any of the terms of this Agreement, and
(c) the activities or omissions of Licensee or any of its stockholders, directors, officers,
employees, agents and assignees; provided, however, that Licensor shall not be entitled to
indemnification
hereunder to the extent that the Damages being sought were caused by any breach of a
representation or warranty of Licensor hereunder or act or omission of Licensor. If in the
reasonable good faith judgment of Licensor, the Licensee fails to undertake and continue the
defense of any of the foregoing, Licensor shall have the right (but not obligation) to make and
continue such defense as it considers appropriate and to settle the underlying matter at the
expense of Licensee. Nothing herein shall prevent Licensor from defending, if it so desires in its
own discretion, any matter at its own expense through its own counsel, notwithstanding that the
defense thereof may have been undertaken by Licensee.



     10.2     Warranty. Licensor represents and warrants that it has full right and
authority to grant the licenses granted to Licensee hereunder.



     10.3     Warranty Disclaimer. EXCEPTING ONLY THE WARRANTY BY LICENSOR IN
SECTION 10.2, LICENSEE HEREBY EXPRESSLY ACKNOWLEDGES THAT LICENSOR MAKES NO WARRANTIES OF
ANY KIND TO LICENSEE, WHETHER WITH RESPECT TO THE LICENSED MARKS, THE LICENSED COPYRIGHTED WORKS OR
OTHERWISE. EXCEPTING ONLY THE WARRANTY BY LICENSOR IN SECTION 10.2, LICENSOR HEREBY
EXPRESSLY DISCLAIMS ANY WARRANTY OBLIGATION, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


11.     DEFAULT; TERMINATION OF LICENSES.




     11.1     Defaults. For purposes of this Agreement, the term “Default” shall mean
and include any of the following:




     (a) the failure of Licensee or a Permitted Third Party Provider to fully and timely
perform any of its obligations under this Agreement (including any failure to maintain an
Acceptable Level of Quality), which failure continues for thirty (30) calendar days, in the
case of a failure to maintain an Acceptable Level of Quality, or for ninety (90) days, in
the case of other failure, after written notice to Licensee from Licensor describing such
failure with reasonable specificity;




     (b) the failure of any of the warranties or representations of Licensee in this
Agreement to be true and correct, which failure is not fully remedied within thirty (30)
calendar days of written notice to Licensee from Licensor describing such failure with
reasonable specificity.



     11.2     This Agreement and the Trademark License and Copyright License granted to Licensee under
this Agreement, together with any and all rights of Licensee or any of its assigns or sublicensees,
shall terminate upon the first to occur of the following:




     (a) Expiration of the Term;



13









 






     (b) the date specified for termination in a written notice by Licensee to Licensor;




     (c) the date specified for termination in a written notice by Licensor to Licensee
after the occurrence of the Default;




     (d) (i) Licensee files a petition for bankruptcy or is otherwise adjudicated bankrupt,
(ii) a petition for bankruptcy is filed against Licensee and such petition is not dismissed
within ninety (90) calendar days, or (iii) Licensee becomes insolvent, discontinues its
business or voluntarily submits to, or is ordered by a bankruptcy court to undergo,
liquidation pursuant to Chapter 7 of the United States Bankruptcy Code (or any successor
thereto);




     (e) any assignment for the benefit of creditors of Licensee; or




     (f) any attachment, execution of judgment or process against any of Licensee’s rights
under the Trademark License, the Copyright License or otherwise under this Agreement, unless
satisfied or released within sixty (60) calendar days.



     11.3     Additional Requirements Upon Expiration or Termination. Upon termination or
expiration of this Agreement for any reason, all rights granted to Licensee hereunder shall cease,
including the Trademark License and the Copyright License.




     (a) In addition to requirements upon expiration or termination set forth elsewhere in
this Agreement, within ten (10) calendar days of termination or expiration of this Agreement
for any reason, Licensee shall return or destroy, all materials (including, without
limitation, product, packaging, labels, signage, marketing, advertising or promotional
materials) pertaining to use of the Licensed Marks and the Licensed Copyrighted Works that
are in Licensee’s possession (or in the possession of any third party over which Licensee
maintains control with respect to possession of such materials, including any Permitted
Third Party Provider).




     (b) Upon termination or expiration of this Agreement for any reason, Licensee shall not
operate its business in any manner which could suggest to the public that such license is
still in force, or that any relationship exists between Licensor and Licensee. Without
limitation, it is understood that this Section 11.3(b) shall require Licensee to
“de-identify” its facilities, products, services and materials so as to remove any
references to any of the Licensed Marks, including from its signage and all advertising,
marketing, packaging and promotional materials, and to change the overall appearance of any
location to eliminate the use of any trademark or trade dress confusingly similar with those
owned by Licensor.



     11.4     Survival. In addition to the survival provisions set forth elsewhere in this
Agreement, the provisions Sections 1, 2.2 (with respect to royalties accruing during the Term),
2.5, 3.1, 3.3, 3.4, 3.7, 4.5, 6, 7.2, 8.1, 9, 10, 11.3, 11.4, 12, 13, 14 and 15 shall survive
expiration or termination of this Agreement for any reason and shall remain in full force and



14









 







effect in accordance with their respective terms, without modification, limitation or impairment of
any kind.


12.     INJUNCTIVE RELIEF; GOVERNING LAW.




     12.1     Injunctive Relief. Licensee acknowledges and agrees that Licensor would be
damaged irreparably in the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached. Accordingly, Licensee agrees that
Licensor shall be entitled to injunctive relief, in addition to an award for damages to prevent
breaches of the provisions of this Agreement and to enforce specifically (without posting bond)
this Agreement and the terms and provisions hereof.



     12.2     Governing Law.




     (a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW
RULE OR PRINCIPLE THAT MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.




     (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND OF THE UNITED
STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, FOR ANY LITIGATION, CLAIM OR DISPUTE
UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE
ANY LITIGATION, CLAIM OR DISPUTE RELATING HERETO EXCEPT IN SUCH COURTS); PROVIDED, THAT THIS
SECTION 12.2(b) SHALL NOT PRECLUDE ANY PARTY TO THIS AGREEMENT FROM COMMENCING
LITIGATION, CLAIM OR DISPUTE IN ANOTHER JURISDICTION TO SECURE ENFORCEMENT OF ANY JUDGMENT
OR AWARD OBTAINED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING AN AWARD OF
SPECIFIC PERFORMANCE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION, CLAIM OR DISPUTE ARISING OUT
OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE OF
TEXAS OR THE UNITED STATES OF AMERICA LOCATED IN TEXAS, HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


13.     STATUS OF THE PARTIES.




     13.1     Employment/Partnership Issues. This Agreement does not create, is not intended
to create, and shall not be interpreted or construed as creating a partnership, joint venture,



15









 







agency, employment, master and servant, or similar relationship between Licensor and Licensee, and
no representation to the contrary shall be binding upon either party.


14.     NOTICES.




     All notices and other communications under this Agreement must be in writing and will be
deemed given (a) when delivered personally, (b) on the fifth business day after being mailed by
certified mail, return receipt requested, (c) the next business day after delivery to a recognized
overnight courier or (d) upon transmission and receipt by the facsimile operator of confirmation of
successful transmission, if sent by facsimile, to the parties at the following addresses or
facsimile numbers (or to such other address or facsimile number as such party may have specified by
notice given to the other party pursuant to this provision):


If to Licensor, to:



Clear Channel Identity, L.P.

c/o Clear Channel Communications, Inc.

200 E. Basse Road

San Antonio, TX 78209

Attn: Chief Executive Officer

Facsimile: (210) 822-2299



If to Licensee, to:



CCE Spinco, Inc.

9348 Civic Center Drive, 4th Floor

Beverly Hills, CA 90210

Attn: Chief Executive Officer

Facsimile: (310) 867-7051



15.     MISCELLANEOUS.




     15.1     Attorneys’ Fees and Costs. If attorneys’ fees or other costs are incurred to
secure performance of any obligations hereunder, or to establish damages for the breach thereof or
to obtain any other appropriate relief, whether by way of prosecution or defense, the Prevailing
Party (as defined below) will be entitled to recover reasonable attorneys’ fees and costs incurred
in connection therewith. A party will be considered the “Prevailing Party” if: (a) it
initiated the litigation and substantially obtained the relief it sought, either through a judgment
or the losing party’s voluntary action before trial or judgment; (b) the other party withdraws its
action without substantially obtaining the relief it sought; or (c) it did not initiate the
litigation and judgment is entered into for any party, but without substantially granting the
relief sought by the initiating party or granting more substantial relief to the non-initiating
party with respect to any counterclaim asserted by the non-initiating party in connection with such
litigation.



     15.2     Counterparts. This Agreement may be executed in one or more counterparts
(including by facsimile or portable document format (pdf)) for the convenience of the parties
hereto, each of which will be deemed an original, but all of which together will constitute one and
the same instrument. No signature page to this Agreement evidencing a party’s execution hereof



16









 







will be deemed to be delivered by such party to any other party hereto until such delivering party
has received signature pages from all parties signatory to this Agreement.



     15.3     Headings. The article and section headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the parties and will not in
any way affect the meaning or interpretation of this Agreement.



     15.4     Severability. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other provision of this Agreement,
each of which will remain in full force and effect, so long as the economic or legal substance of
the transactions contemplated by this Agreement is not affected in a manner materially adverse to
any party.



     15.5     Binding Effect. This Agreement will be binding upon and inure to the benefit of
the parties and their respective successors and permitted assigns.



     15.6     Entire Agreement. This Agreement and the related documents contained as Exhibits
hereto contain the entire understanding of the parties relating to the subject matter hereof and
supersede all prior written or oral and all contemporaneous oral agreements and understandings
relating to the subject matter hereof. This Agreement may be amended, supplemented or modified,
and any provision hereof may be waived, only by written instrument making specific reference to
this Agreement signed by the party against whom enforcement is sought. The recitals to this
Agreement are hereby incorporated by reference and made a part of this Agreement for all purposes.
To the extent of any conflict between this Agreement and the Master Separation and Distribution
Agreement, the provisions of this Agreement shall control.



     15.7     Construction. Neither this Agreement nor any provision contained in this
Agreement will be interpreted in favor of or against any party hereto because such party or its
legal counsel drafted this Agreement or such provision. Whenever the plural form of a word is used
in this Agreement, that word will include the singular form of that word. Whenever the singular
form of a word is used in this Agreement, that word will include the plural form of that word. The
term “and” shall also mean “or” and “or” shall also mean “and” as the context permits or requires
to provide the broadest meaning or inclusion of the subject. The term “include” or any derivative
of such term does not mean that the items following such term are the only types of such items.



     15.8     Effect of Licensor Approvals. The parties recognize that the need for the
protection of consumers and of the public is of paramount consideration. Accordingly, the parties
agree that in no event will any approval granted by Licensor under this Agreement serve to confirm
Licensee’s compliance with, or absolve or otherwise release Licensee of its responsibilities to
comply with, the provisions of this Agreement, including those relating to Product quality.



     15.9     Time is of the Essence. Time is of the essence of this Agreement.



17









 





     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate
originals by its duly authorized representatives on the respective dates entered below.



	 	 	 	 	 
	 	LICENSOR:



CLEAR CHANNEL IDENTITY, L.P.





By ___, its general partner

 	 
	 	By:  	/s/
Randall Mays	 
	 	 	Name:  
Randall Mays	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LICENSEE:



CCE SPINCO, INC.

 	 
	 	By:  	/s/
Michael Rapino	 
	 	 	Name:  	Michael Rapino	 
	 	 	Title:  	Chief Executive Officer	 



 









 






	 	 	 	 	 




     The undersigned subsidiaries of CCE Spinco, Inc. have caused this Trademark and Copyright
License Agreement to be executed to be effective on the date first written above by their
respective duly authorized officers for the purpose of agreeing to be bound to this Trademark and
Copyright License Agreement and to be liable, jointly and severally, with CCE Spinco, Inc. to Clear
Channel Communications, Inc. for all covenants, agreements, liabilities and obligations provided
herein or arising hereunder.



	 	 	 	 	 
	 	CCE HOLDCO #1, INC.

 	 
	 	By:  	/s/ Michael Rapino	 
	 	 	Michael Rapino 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	CCE HOLDCO #2, INC.

 	 
	 	By:  	/s/ Michael Rapino	 
	 	 	Michael Rapino 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	SFX ENTERTAINMENT, INC.

 	 
	 	By:  	/s/ Michael Rapino	 
	 	 	Michael Rapino 	 
	 	 	Chief Executive Officer 	 
	 




 









 





 


EXHIBIT A


 

 


Exhibit A















 








EXHIBIT B




Certain Domain Name Registrations





     1.     cc.com



Exhibit B 









 





EXHIBIT C




Royalty Rate



With respect to the period beginning on the Effective Date and ending on June 20, 2006, no
royalties shall accrue or be payable.



With respect to the period beginning on June 21, 2006 and ending on the last day of the Term,
royalties shall accrue at the rate of $100,000 per calendar month or, for any period of less than a
full calendar month, at the rate of $3,300 per day.





Exhibit C