exv10w3



 




Exhibit 10.3




EMPLOYEE MATTERS AGREEMENT




     This Employee Matters Agreement, dated as of ______ ___, 2005, is between Clear Channel
Communications, Inc. (“Clear Channel”), a Texas corporation, and CCE Spinco, Inc.
(“Entertainment”), a Delaware corporation.



RECITALS




     WHEREAS, Clear Channel and Entertainment have entered into a Master Separation and
Distribution Agreement dated as of ______ ___, 2005 (the “Master Agreement”) pursuant to which
all of the outstanding shares of Entertainment’s common stock will be distributed on a pro rata
basis to the holders of Clear Channel’s common stock (the “Distribution”); and



     WHEREAS, in connection with the Distribution and pursuant to the Master Agreement, Clear
Channel and Entertainment desire to enter into this Employee Matters Agreement;



     NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Master
Agreement, the parties hereto agree as follows:



ARTICLE 1

DEFINITIONS




     As used in this Agreement, the following terms shall have the meanings set forth below.



     1.1 “Clear Channel Entity” means Clear Channel and any subsidiary of Clear Channel which,
before the Distribution shall include the Entertainment Entities and, from and after the
Distribution, will include no Entertainment Entities.



     1.2 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at
Part 6 of Subtitle B of Title I of ERISA and at section 4980B of the Code.



     1.3 “Code” means the Internal Revenue Code of 1986, as amended.



     1.4 “Entertainment Employee” means an employee and, as the context requires, former employee
of Entertainment or an Entertainment Entity, as determined by Clear Channel based upon applicable
payroll records.



     1.5 “Entertainment Entity” means Entertainment, any subsidiary of Entertainment, and any
predecessor entity of such subsidiary.



     1.6 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     1.7 “IRS” means the Internal Revenue Service.



     1.8 “Plan,” when immediately preceded by “Clear Channel,” means any “employee benefit plan”
within the meaning of Section 3(3) of ERISA and any other plan, policy, program, payroll practice,
on-going arrangement, contract, trust, insurance policy or other agreement or



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funding vehicle, as amended from time to time, for which the eligible class(es) of
participants include employees or former employees of Clear Channel or a Clear Channel Entity, and,
when immediately preceded by “Entertainment,” means any “employee benefit plan” within the meaning
of Section 3(3) of ERISA and any other plan, policy, program, payroll practice, on-going
arrangement, contract, trust, insurance policy or other agreement or funding vehicle, to the extent
amended from time to time, for which the eligible class(es) of participants are limited to
employees or former employees of Entertainment or an Entertainment Entity, but no other Clear
Channel Entity.




     1.9 “Transferred Employee” means an Entertainment Employee described as such in Section
2.2(a).



     1.10 “Welfare Plan” means any “employee welfare benefit plan” as defined in section 3(1) of
ERISA, without regard to sections 4(b)(4) or 4(b)(5) of ERISA.



ARTICLE 2

GENERAL




     2.1 Assumption/Retention of Liabilities. Except as otherwise explicitly and
specifically provided in this Agreement, effective as of the Distribution date, Entertainment shall
assume or retain, as the case may be, and pay, perform, fulfill and discharge any and all
liabilities or obligations relating to the employment or termination of employment of any current
or former Entertainment Employee (including any individual who is or was an independent contractor,
temporary employee, temporary service worker, consultant, freelance worker, agency employee, leased
employee, on-call worker, or who performs or performed services in any other form of non-employee
classification), and their dependents and beneficiaries, regardless of when incurred. No provision
in this Agreement relating to Entertainment’s responsibility with respect to any specific
liabilities or obligations described in the preceding sentence will limit the generality of the
preceding sentence with respect to, or otherwise be construed to relieve Entertainment from, the
assumption or retention of any other liabilities or obligations described in the preceding
sentence.



     2.2 Employment Status of Entertainment Employees.



          (a) Transferred Employees. Except as otherwise provided in this Agreement, any
individual who, immediately prior to the Distribution, is listed on the applicable payroll records
of Clear Channel or Entertainment as an employee of an Entertainment Entity, whether such
individual is actively at work or absent from work due to vacation, illness, or any other
authorized paid or unpaid leave, will continue to be an employee of such Entertainment Entity
immediately after the Distribution on the same terms and conditions as in effect immediately before
the Distribution, subject in the case of an individual whose employment is covered by a collective
bargaining agreement, to the terms and provisions of such agreement. Any individual described in
the preceding sentence is considered a “Transferred Employee” for purposes of this Agreement,
effective at the time of the Distribution




          (b) No Clear Channel Severance Event. No Transferred Employee will be entitled to
receive termination or severance payments or benefits from Clear Channel or any





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other entity which, immediately following the Distribution, is a Clear Channel Entity as a
result of the Distribution or any related circumstance. Entertainment shall be responsible for the
satisfaction of any termination or severance obligations owed with respect to Transferred Employees
and any other former Entertainment Employees, whether arising before, on or after the Distribution
date.




     2.3 Termination of Participation in Clear Channel Plans. Except as otherwise specified
in this Agreement, each Entertainment Entity which is a participating employer in a Clear Channel
Plan shall cease to be a participating employer in such Clear Channel Plan at the time of the
Distribution or at such earlier time as Clear Channel, in its discretion, may direct.



     2.4 Recognition of Service. Except as otherwise provided in this Agreement,
Entertainment will cause each Entertainment Plan to grant full credit to each eligible Transferred
Employee for the period of such Transferred Employee’s service with the Clear Channel Entities
(including, where applicable, service with a predecessor employer credited by a corresponding Clear
Channel Plan). Clear Channel service may be disregarded (a) under a new Entertainment Plan adopted
after the Distribution date if such Plan is not a successor or replacement plan, and (b) under any
Entertainment Plan if and to the extent credit for such service would result in the duplication of
benefits.



ARTICLE 3

WELFARE PLANS




     3.1 Welfare Plan Participation and Liabilities.



          (a) Termination of Group Welfare Plan Participation. Effective at the time of the
Distribution, each of the Entertainment Entities shall cease to be a participating employer and all
Entertainment Employees will cease to be active participants in any Clear Channel Welfare Plan.
Notwithstanding the preceding sentence, Transferred Employees who, immediately before the
Distribution, participate in Clear Channel’s group medical plan, group dental plan and/or group
life insurance plans will be entitled to continue such participation through the last day of the
calendar month in which the Distribution occurs. Entertainment will pay Clear Channel the month’s
FTE or other charges for such participation, and will pay or reimburse Clear Channel for any
employee contributions toward that coverage which are due after the Distribution date.




          (b) Allocation of Liabilities. Except as otherwise provided in this Agreement, (1)
Clear Channel shall be responsible for the payment of benefits with respect to covered liabilities
and expenses incurred prior to the Distribution or, if and to the extent applicable under
subsection (a) above, prior to the end of the month in which the Distribution occurs; and (2) no
Clear Channel Entity shall have any responsibility for the payment of benefits with respect to
liabilities and expenses incurred by any such persons after the Distribution or the end of the
month in which the Distribution occurs, as the case may be, even though such liabilities or
expenses would have been covered by a Clear Channel Welfare Plan if they were incurred before such
time. Nothing contained in this subsection is intended to affect the rights of any current or
former Entertainment Employee or any of their covered dependents and beneficiaries to receive
insurance benefits payable under and in accordance with the provisions of an insurance policy
maintained as part of a Clear Channel Welfare Plan.




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          (c) Entertainment Group Health Plan; COBRA. Prior to the end of the month in which the
Distribution occurs and effective as of the first day of the following month, Entertainment will
adopt and cause to have in place a group health plan (including medical and dental) for the benefit
of Transferred Employees and their eligible dependents. Entertainment shall assume sole
responsibility for providing COBRA group health plan continuation coverage to any Entertainment
Employees (and their covered dependents) who, at the time of the Distribution, are receiving or
entitled to receive COBRA continuation coverage by reason of a qualifying event occurring at or
before such time, and to any Transferred Employees (and their covered dependents) who suffer a
qualifying event after the Distribution. Clear Channel shall have no responsibility for, and shall
be entitled to indemnification by Entertainment with respect to, any COBRA obligations to current
or former Entertainment Employees (and their covered dependents) for which Entertainment is
responsible, whether by operation of law or in accordance with the terms of this Agreement
(including, without limitation, this Section 3.1(c).




     3.2 Disability Plans.



          (a) Short-Term Disability Benefits. Entertainment shall be responsible for all claims
for short-term disability benefits for Entertainment Employees regardless of when made or incurred,
except to the extent, if at all, that such claim is covered by insurance under an insured Clear
Channel short-term disability plan or arrangement and arises prior to termination of coverage
resulting from the Distribution.




          (b) Long-Term Disability Benefits. Clear Channel shall continue to be responsible
after the Distribution for long-term disability benefits payable with respect to an Entertainment
Employee who, at the time of the Distribution, is absent from active employment due to a total
disability as defined in the Clear Channel long term disability plan, or who is absent from work
due to short term disability which becomes a long term disability, but if (and only if) and to the
extent such long-term disability benefits are covered by insurance payable by an insurance company
under an insured Clear Channel Welfare Plan.




     3.3 Flexible Spending Accounts. Prior to and effective as of the Distribution date,
Entertainment shall adopt and have in place a flexible spending account plan in which Transferred
Employees shall maintain the account balances and the salary reduction, eligibility, participation
and benefit entitlement status they have immediately prior to the Distribution date under Clear
Channel’s flexible spending account plan. Clear Channel shall pay to Entertainment the net positive
balance, if any, of the Transferred Employees’ flexible spending accounts at the time of the
Distribution, and Entertainment shall pay to Clear Channel the net negative balance, if any, of
said accounts. The determination of the net positive or negative balance of the flexible spending
accounts will be made and communicated by Clear Channel as soon as practicable after the
Distribution date, and payment of the net balance or deficit will be made promptly after the
Distribution. Entertainment shall be solely responsible for (a) the payment of all Transferred
Employees’ claims that are submitted but unpaid under the Clear Channel flexible spending account
plan at the time of the Distribution, and (b) the processing and payment of all flexible spending
account plan claims submitted by Transferred Employees after the Distribution. Subject to
applicable law, Clear Channel shall provide or make available to Entertainment copies of records or
statements in support of the claims described in clause (a) of the preceding sentence,



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and, if Clear Channel pays any such claims, it shall be entitled to prompt reimbursement of
such payment(s) by Entertainment.




     3.4 Clear Channel Assets. Except as otherwise provided in the preceding section
(relating to the payment of a net positive flexible spending account balance), Clear Channel shall
retain all claim reserves, bank accounts, trust funds or other balances maintained as part of or in
connection with Clear Channel’s Welfare Plans.



     3.5 Credit for Amounts Paid. In administering its Welfare Plans for the calendar year
in which the Distribution date occurs, Entertainment shall credit participating Transferred
Employees with any amounts paid by them under the corresponding Clear Channel Welfare Plans toward
satisfaction of applicable deductibles, co-payments, coinsurance and out-of-pocket maximums.



ARTICLE 4

COMPENSATION MATTERS

AND NON-ERISA BENEFIT ARRANGEMENTS




     4.1  Assumption of Individual Agreements. Effective on the Distribution date,
Entertainment will assume and/or be responsible for satisfying any and all obligations and
liabilities (fixed or contingent) of Clear Channel or any Clear Channel Entity incurred or arising
under or in connection with any individual employment, retention, separation, consulting,
representation or other personal services-related agreements (together with any ancillary trust or
other agreements) made directly or indirectly with or for the benefit of (a) any Transferred
Employees, or (b) other individuals or personal service entities in connection with the business of
any Entertainment Entity; provided, however, that, following the Distribution date, Clear Channel
and the other Clear Channel Entities shall retain any rights which it or any of them would have had
following the termination of any such agreement, determined as if the agreement terminated
immediately prior to the Distribution, except to the extent that the exercise of such rights by
Clear Channel and the other Clear Channel Entities following the Distribution date would adversely
affect the rights of any Entertainment Entity under such agreement. Entertainment shall indemnify
Clear Channel and its subsidiaries and affiliates and hold them and each of them harmless from,
against and with respect to any claim, liability or expense asserted or imposed by it or any of
them under or in connection with any of the agreements described in the first sentence of this
Section 4.1.



     4.2 Stock Incentive Plans.



          (a) Stockholder Approval of Incentive Plan. Prior to the Distribution date, Clear
Channel shall cause Entertainment to adopt and, as Entertainment’s sole stockholder, to approve the
adoption of a 2005 Stock Incentive Plan for eligible Entertainment employees, directors and other
personnel, with terms and conditions substantially similar to the terms and conditions of the Clear
Channel Communications, Inc. 2001 Stock Incentive Plan.




          (b) Outstanding Clear Channel Stock Options. As authorized by the Compensation
Committee of the Board of Directors of Clear Channel pursuant to its authority under the Clear
Channel stock incentive plans, the number of Clear Channel shares and the





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exercise price per share covered by outstanding vested Clear Channel stock options held by
Entertainment Employees (or their beneficiaries) at the time of the Distribution will be adjusted
after the Distribution such that the ratio of the exercise price per share to the per share value
of the stock covered by the option and the aggregate intrinsic value of the option are the same
after the adjustment as before the adjustment. The terms and conditions of the vested Clear Channel
stock options, as adjusted, will otherwise remain the same. Unless sooner terminated in accordance
with their terms, the vested Clear Channel stock options, as adjusted, held by a Transferred
Employee will expire if and to the extent they are not exercised within the applicable
post-employment exercise period following the Distribution. Non-vested Clear Channel stock options
held by Entertainment Employees will terminate in accordance with their terms at the time of the
Distribution by reason of the cessation of their employment with a Clear Channel Entity.




          (c) Restricted Stock.




               (i) Distribution of Entertainment Shares. As authorized by the Compensation Committee
of the Board of Directors of Clear Channel pursuant to its authority under the Clear Channel
Communications 2001 Stock Incentive Plan, Transferred Employees who, immediately before the
Distribution, hold restricted shares of Clear Channel stock, will be entitled to receive a number
of fully vested shares of Entertainment stock equal to the number of shares that would be
distributable with respect to the same number of outstanding non-restricted shares of Clear Channel
stock, subject to such rounding convention as said Compensation Committee may establish.



               (ii) Clear Channel Restricted Shares. Restricted Clear Channel shares held by
Transferred Employees will be forfeited immediately following the Distribution.



     4.3 Clear Channel Employee Stock Purchase Plan. Transferred Employees’ payroll
deduction contributions under the Clear Channel Communications, Inc. 2000 Employee Stock Purchase
Plan (“ESPP”) will terminate on the last pay date preceding the Distribution date. On the stock
purchase date next following the Distribution date, the amount then credited to each Transferred
Employee’s ESPP payroll deduction account will be applied toward the purchase of Clear Channel
stock. During the 90-day period following the Distribution date, Transferred Employees will be
permitted to direct the sale of the shares of Clear Channel and Entertainment stock credited to
their accounts and the distribution of the proceeds from such sales. At the end of such 90-day
period, each Transferred Employee will be entitled to receive stock certificates for the number of
whole shares of Clear Channel and Entertainment stock (if any) that remain credited to such
Transferred Employee’s ESPP account, together with cash in lieu of any fractional shares, all in
full and final satisfaction of the Transferred Employee’s interest in the ESPP. Clear Channel will
provide or cause to be provided to affected Transferred Employees reasonable notice of the effect
of the Distribution on their rights and entitlements under the ESPP.



     4.4 Clear Channel Nonqualified Deferred Compensation Plan. In connection with the
Distribution, Entertainment shall assume the obligations of Clear Channel and protect and satisfy
the rights and entitlements of participating Entertainment Employees under the Clear Channel
Communications, Inc. Nonqualified Deferred Compensation Plan. Toward that end, effective as



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of the Distribution date, or such earlier or later date as may be determined by Clear Channel
and Entertainment, Clear Channel will cause the Clear Channel Communications, Inc. Nonqualified
Deferred Compensation Plan and the related trust arrangement, but only as and to the extent they
pertain to participating Entertainment Employees, to become a separate plan and trust arrangement
maintained for the exclusive benefit of Entertainment Employees, which separate plan will be
retained by Entertainment immediately following the Distribution. The account balances and related
elections and entitlements of Entertainment Employees under the Entertainment plan immediately
after the plan spin-off will be the same as and subject to the same terms and conditions as the
corresponding account balances and related elections and entitlements of the Entertainment
Employees under the Clear Channel plan immediately prior to the plan spin-off. Clear Channel will
cause any assets held in the trust maintained under the Clear Channel plan to be transferred to the
trustee of the trust under the Entertainment plan. Following the Distribution, neither Clear
Channel nor any Clear Channel Entity nor any of their affiliates will have any liability or
obligation in connection with the prior participation of any Transferred Employees and other
Entertainment Employees in the Clear Channel Communications, Inc. Nonqualified Deferred
Compensation Plan, and Entertainment and its subsidiaries will be solely responsible for all such
liabilities and obligations.




     4.5 Annual Incentive Compensation.



          (a) Clear Channel Plan for 2005. The Compensation Committee of the Board of Directors
of Entertainment shall be responsible for making any determinations otherwise required to be made
by the committee under the Clear Channel Communications Annual Incentive Plan for the calendar year
in which the Distribution date occurs with respect to Transferred Employees, if any, who are
“covered employees” within the meaning of Section 162(m) of the Code, including a determination of
(a) the extent to which established performance criteria (after taking into account the effects of
the Distribution and related capital transactions) have been met, and (b) the payment level for
each such Transferred Employee. Entertainment shall assume all liabilities with respect to the
payment of annual incentive awards to Entertainment Employees for the calendar year of the
Distribution, subject to any deferral elections as are in effect and to the terms and provisions of
the applicable incentive plan.




     4.6 New Entertainment Plan. Prior to the Distribution date, Clear Channel shall cause
Entertainment to adopt and, as Entertainment’s sole stockholder, to approve the adoption of, and to
have in place an annual performance-based incentive plan for the benefit of designated executive
officers and other key employees, on terms and conditions substantially similar to the terms and
conditions of the Clear Channel Communications, Inc. 2005 Annual Incentive Plan.



     4.7 Workers’ Compensation. Except as otherwise specifically provided herein,
Entertainment shall be solely responsible for all claims for workers’ compensation reported by a
Transferred Employee on or after the policy renewal date of November 1, 2005. Unless Clear Channel
determines otherwise, Clear Channel shall continue to be responsible after the Distribution date
for administering all claims for workers’ compensation for injuries to any Entertainment Employee
occurring prior to November 1, 2005 and reported timely under the terms of any Clear Channel
workers’ compensation policy or plan; provided, however, that Entertainment shall reimburse, and
shall indemnify Clear Channel for any amounts payable



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under such prior programs or for any claims not reported timely and where Clear Channel has
been prejudiced by such late reporting.




     4.8 Accrued Vacation and other Paid Time Off. Entertainment shall recognize and assume
or retain, as the case may be, all liability for all vacation, holiday, flex days and sick days,
including banked sick days accrued by Transferred Employees as of the date of the Distribution, on
terms and conditions similar to those in effect immediately before such time.



     4.9 Leaves of Absence. Entertainment shall honor the terms and conditions of any
approved leave of absence of an Entertainment Employee that begins before and continues immediately
after the Distribution.



ARTICLE 5

PENSION PLANS




     5.1 Entertainment 401(k) Plan. 



          (a) Continuation of Entertainment 401(k) Plan. Effective as of the Distribution date,
Entertainment or another Entertainment Entity designated by Entertainment shall continue
sponsorship of the Clear Channel Entertainment, Inc. 401(k) Savings Plan, its stand-alone profit
sharing/401(k) plan qualified under Section 401(a) of the Code (the “Entertainment 401(k) Plan”).
In addition, Entertainment or another Entertainment Entity designated by Entertainment shall
establish its own trust intended to be exempt from tax under section 501(a) of the Code (the
“Entertainment 401(k) Trust”) effective as of the Distribution date, or such earlier or later date
as may be determined by Clear Channel and Entertainment. Effective as of the establishment of the
Entertainment 401(k) Trust, Clear Channel and Entertainment shall take such actions as may be
necessary to accommodate the transfer of assets relating to the Entertainment 401(k) Plan from the
existing Clear Channel Master 401(k) Trust to the Entertainment 401(k) Trust. Entertainment shall
assume and thereafter be solely responsible for all then existing or future employer liabilities
related to Transferred Employees and other Entertainment Employees under the Entertainment 401(k)
Plan and the administration thereof. In addition, Entertainment shall assume and thereafter be
solely responsible for all then existing or future employer liabilities related to Transferred
Employees and other Entertainment Employees under all other existing or previously sponsored plans
of Entertainment as listed on Schedule 5.1(a), Historical Plans Checklist. Included within these
assumed Employer liabilities retained by Entertainment shall include all Form 5500 reporting,
distributions of summary annual reports, required disclosures to affected employees, participants
and beneficiaries, nondiscrimination and coverage testing, annual audit requirements, IRS/DOL
audits, 11k filing with the SEC and legislative compliance for Plan years ending on or after the
Distribution date.




          (b) Employer Stock Funds. A Clear Channel stock fund will be established under the
Entertainment 401(k) Plan with respect to the shares of Clear Channel stock held under the
Entertainment 401(k) Plan subject to the following conditions: (1) participants may direct the sale
of Clear Channel stock credited to their accounts but not the purchase of such stock; and (2) after
such time as may be determined by a named fiduciary of the Entertainment 401(k) Plan, any remaining
shares of Clear Channel stock shall be sold and the cash proceeds re-invested in accordance with
procedures established under the plan. Effective as of the Distribution date, the





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Clear Channel Communications, Inc. 401(k) Savings Plan will be amended to include a similar
wasting investment fund for shares of Entertainment stock acquired in connection with the
Distribution. 




ARTICLE 6

GENERAL PROVISIONS




     6.1 No Third Party Beneficiaries; Preservation of Rights to Amend. This Agreement
shall be binding upon and inure to the benefit only of the parties hereto and their respective
successors. Notwithstanding any other provisions to the contrary, except with respect to such
successors, this Agreement is not intended and shall not be construed for the benefit of any third
party or any person not a signatory hereto. Without limiting the generality of the foregoing: (a)
no Transferred Employee or other current or former employee of Clear Channel or Entertainment or
any subsidiary or affiliate of either (or his/her spouse, dependent or beneficiary), or any other
person not a party to this Agreement, shall be entitled to assert any claim hereunder; (b) except
as expressly provided in this Agreement, nothing in this Agreement shall preclude Entertainment or
any Entertainment Entity, at any time after the Distribution date, from amending or terminating any
Entertainment Plan; and (c) except as expressly provided in this Agreement, nothing in this
Agreement shall preclude Clear Channel or any Clear Channel Entity, at any time after the
Distribution date, from amending or terminating any Clear Channel Plan.



     6.2 Employment Solicitation. For a period of one year following the Distribution date,
neither Clear Channel nor Entertainment may, nor will they permit any of their respective
subsidiaries, affiliates or agents to, solicit or recruit for employment any employees with a
position of vice president or higher currently and then in the employ of the other company or its
subsidiaries or affiliates, without the prior written consent of the other company.



     6.3 Personnel Records. Subject to applicable law, each party shall furnish or make
available to the other copies of such personnel and other documents and records relating to
Entertainment Employees as may be reasonably requested by the other in connection with the proper
administration of its payroll and Employee Plans or the proper operation of its business or the
execution of its rights and obligations under this Agreement.



     6.4 Applicability to Subsidiaries. Each of Clear Channel and Entertainment shall cause
to be performed, and hereby guarantees the performance of, all actions, agreements and obligations
set forth in this Agreement to be performed by a Clear Channel Entity or an Entertainment Entity,
respectively.



     6.5 Collective Bargaining Agreements. To the extent any provision of this Agreement is
contrary to the provisions of any collective bargaining agreement to which Clear Channel or any
Clear Channel Entity is a party, the terms of such collective bargaining agreement shall prevail.
Entertainment will indemnify Clear Channel from and against any expenses or claims incurred after
the Distribution in connection with any such collective bargaining agreement insofar as it relates
to Entertainment Employees.



     6.6 Fiduciary Matters. The parties acknowledge that actions required to be taken
pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under



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ERISA or other applicable law. Neither party shall be deemed to be in violation of this
Agreement if it fails to comply with any provision of this Agreement based upon its good faith
determination that to do so would violate such a fiduciary duty or standard. Each party shall be
responsible for taking such actions as are deemed necessary and appropriate to comply with its own
fiduciary responsibilities and shall fully release and indemnify the other party for any
liabilities caused by the failure to satisfy any such responsibility.




     6.7 Administrative Complaints/Litigation. As of and after the Distribution date,
Entertainment shall assume, and be solely liable for, the handling, administration, investigation,
and defense of actions, including, without limitation, ERISA, and any regulations or guidance
issued thereunder, the Code and any regulations or guidance issued thereunder to the extent such
Code provisions relate to or affect employee benefit matters, occupational safety and health,
employment standards, union grievances, wrongful dismissal, discrimination or human rights and
unemployment compensation claims, asserted at any time against Clear Channel or Entertainment by
any Entertainment Employee or any other person arising out of or relating to employment with
Entertainment. Any obligations, losses, expenses and claims arising from such actions shall be
deemed to be Entertainment Liabilities and shall be retained or assumed, as the case may be, by
Entertainment under and in accordance with the Master Agreement. Clear Channel reserves the right
to participate in the investigation, defense or settlement of any matter to the extent it deems
reasonably necessary.



     6.8 Reimbursement and Indemnification. Each of the parties shall reimburse the other,
within 30 days of receipt from the other party of appropriate verification, for all costs and
expenses which the other may incur in satisfaction of a liability or obligation which, under this
Agreement, is the liability or obligation of such party. All liabilities retained, assumed or
indemnified against by Entertainment pursuant to this Agreement shall be deemed Entertainment
Liabilities, and all liabilities specifically retained, assumed or indemnified against by Clear
Channel pursuant to this Agreement shall be deemed Excluded Liabilities for purposes of the Master
Agreement.



     6.9 Master Agreement Provisions. The following provisions of the Master Agreement are
hereby incorporated herein by reference and, unless otherwise expressly specified herein, shall
apply as if fully set forth herein: Article VI (relating to releases and indemnification); the
provisions of Articles V and VII relating to exchange of information and confidentiality; Article
VIII (relating to resolution of disputes); and Article IX (relating to Miscellaneous).



     6.10 Applicable Law. To the extent not preempted by applicable federal law, this
Agreement shall be governed by, construed and interpreted in accordance with the laws of the State
of Texas, without regard to its choice of laws principles, as to all matters, including matters of
validity, construction, effect, performance and remedies.



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     IN WITNESS WHEREOF, the parties have caused this agreement to be executed in their names by a
duly authorized officer as of the date first written above.



	 	 	 	 	 	 	 
	 	 	CLEAR CHANNEL COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	CCE SPINCO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 






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