TRANSITION SERVICES AGREEMENT

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

DATED DECEMBER 21, 2005

BETWEEN

CLEAR CHANNEL MANAGEMENT SERVICES, L.P.

AND

CCE SPINCO, INC.

TRANSITION SERVICES AGREEMENT

     This TRANSITION SERVICES AGREEMENT, dated to be effective as of December 21, 2005 (this “ Agreement ”), is made by and between Clear Channel Management Services, L.P., a Texas limited partnership (“ Management Services ”), and CCE Spinco, Inc., a Delaware corporation (“ Entertainment ”). Management Services is indirectly wholly-owned by Clear Channel Communications, Inc., a Texas corporation (“ CCU ”), and as of the execution hereof, Entertainment is a wholly-owned subsidiary of CCU. Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2 .

W I T N E S S E T H:

     WHEREAS, CCU and Entertainment have entered into a Master Separation and Distribution Agreement, dated as of December 20, 2005 (the “ Master Agreement ”), pursuant to which, among other things, CCU will separate its live entertainment and related businesses and operations from the other businesses and operations of CCU by contributing, assigning and transferring such businesses, operations and related assets and liabilities to Entertainment and its Subsidiaries, as set forth in the Master Agreement;

     WHEREAS, after the separation of the live entertainment and related businesses and operations from CCU by contribution, transfer and assignment to the Entertainment Group, CCU intends to divest its ownership interest in Entertainment through a distribution of such outstanding shares of Entertainment common stock to the shareholders of CCU, without any consideration being paid by the CCU shareholders;

     WHEREAS, after such separation and distribution, both Entertainment and CCU desire for Management Services to provide certain transition administrative and support services to the Entertainment Group in accordance with the terms and subject to the conditions set forth herein, and Management Services desires to provide, or cause to be provided by other members of the CCU Group, such transition services and assistance to the Entertainment Group; and

     WHEREAS, because of the parent-subsidiary relationships among CCU, Entertainment and Management Services, the terms and conditions set forth herein have not resulted from arms length negotiations between the parties, and accordingly, such terms may be in some respects less favorable to Entertainment than those it could obtain from unaffiliated third parties;

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

      Section 1.1 Certain Defined Terms .

The following capitalized terms used in this Agreement will have the meanings set forth below:

     “ Information Systems ” means computing, telecommunications or other digital operating or processing systems or environments, including, without limitation, computer programs, data, databases, computers, computer libraries, communications equipment, networks and systems. When referenced in connection with Services, Information Systems will mean the Information Systems accessed and/or used in connection with the Services.

     “ Intellectual Property ” means all of the following, whether protected, created or arising under the laws of the United States or any other foreign jurisdiction: (i) patents, patent applications (along with all patents issuing thereon), statutory invention registrations, divisions, continuations, continuations-in-part, substitute applications of the foregoing and any extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by international treaties or conventions; (ii) copyrights, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof, and all rights therein whether provided by international treaties or conventions or otherwise; (iii) trademarks, service marks, trade dress, logos and other identifiers of source, including all goodwill associated therewith and all common law rights, registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing; (iv) intellectual property rights arising from or in respect of domain names, domain name registrations and reservations and URLs; (v) trade secrets; (vi) intellectual property rights arising from or in respect of Technology; and (vii) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) through (vi) above.

     “ Provider ” means Management Services or another member of the CCU Group that is providing a Service pursuant to this Agreement.

     “ Recipient ” means Entertainment or another member of the Entertainment Group to whom a Service pursuant to this Agreement is being provided.

     “ Representative ” of a Person means any director, officer, employee, agent, consultant, accountant, auditor, financing source, attorney, investment banker or other representative of such Person.

     “ Service Termination Date ” means the effective date of the termination of this Agreement pursuant to Section 8.1 or such earlier scheduled termination date as may be specified in Schedules A and B in respect of any specified Service.

     “ Software ” means the object and source code versions of computer programs and any associated documentation therefor.

     “ Tax Matters Agreement ” means the Tax Matters Agreement entered into pursuant to the Master Agreement and in substantially the form of Exhibit B to the Master Agreement.

     “ Technology ” means, collectively, all designs, formulas, algorithms, procedures, techniques, ideas, know-how, software, programs, models, routines, confidential and proprietary information, databases, tools, inventions, invention disclosures, creations, improvements, works of authorship, and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the above, in any form, whether or not specifically listed herein.

      Section 1.2 Other Terms .

     For purposes of this Agreement, the following terms have the meanings set forth in the sections or agreements indicated.

ARTICLE II
SERVICES AND TERMS

      Section 2.1 Services; Scope .

     (a) During the period commencing on the Distribution Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.1 , subject to the terms and conditions set forth in this Agreement, Management Services will provide, or will cause to be provided to the Entertainment Group, finance, information technology, human resources and legal services and other general services of an administrative and/or advisory nature with respect to the Entertainment Business, as set forth on Schedules A and B (collectively, the “ Services ”), and Entertainment will, and will cause the other members of the Entertainment Group to, utilize such Services in the conduct of their respective businesses. The “Services” also will include (1) any Services to be provided by the CCU Group to the Entertainment Group as agreed pursuant to Section 9.3(a), and (2) any Substitute Service; provided , however , that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Group to the Entertainment Group on the last day prior to the Distribution in the ordinary course; (ii) the use of each Service by the Entertainment Group will include use by the Entertainment Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Group prior to the Distribution; and (iii) nothing in this Agreement will require that any Service be provided other than for use in, or in connection with the Entertainment Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, provided , that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services is unable to provide any Service pursuant to the terms of this Agreement, Management Services will provide to the Entertainment Group a substantially equivalent service (a “ Substitute Service ”) at or below the cost for the substituted Service as set forth in Schedules A and B and otherwise in accordance with the terms of this Agreement, including the Standard for Services.

     (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by CCU Group members to other CCU Group members that receive such services. If Entertainment requests that Management Services provide a custom modification in connection with any Service, Entertainment will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Group to provide, or the Entertainment Group to receive, the Services.

     (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth herein. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Group pursuant to this Agreement will be deemed to be Intellectual Property of

the CCU Group and licensed to the Entertainment Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Group as of the Distribution Date, (ii) were not controlled by any member of the CCU Group as of the Distribution Date, or (iii) may constitute improvements made after the Distribution Date.

     (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service.

     (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.

      Section 2.2 Support Services .

     During the term of this Agreement, Management Services will provide, or will cause to be provided, the following support, which support will be in addition to the Services described in Schedules A and B , at charges to be mutually agreed to by the CCU Services Manager and the Entertainment Services Manager, plus out-of-pocket costs and expenses incurred in connection with such support services:

     (a) Management Services will provide, or will cause to be provided, current and reasonably available historical data related to the Services as reasonably required by Entertainment in a manner and within a time period as mutually agreed by the parties;

     (b) Management Services will make the Services reasonably available to the Entertainment Group employees and contractors whose assistance, expertise or presence is necessary to assist the Entertainment Group’s transition team in establishing a fully functioning stand-alone environment for the Entertainment Business prior to the Service Termination Date; and

     (c) with respect to any Software or other electronic content (“ Electronic Materials ”) licensed to any member of the Entertainment Group and used to provide a Service, Management Services will make available or deliver to the appropriate member of the Entertainment Group a copy of such Software or Electronic Materials that are in existence and current as of the Service Termination Date for such Service, including any upgrades, updates and other modifications made to such Software and Electronic Materials since the Distribution Date. Any upgrades, updates or other modifications to Software and Electronic Materials made available or delivered

to the Entertainment Group pursuant to this Section 2.2(c) will be deemed to be Intellectual Property of the CCU Group and licensed to the Entertainment Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Group as of the Distribution Date, (ii) were not controlled by any member of the CCU Group as of the Distribution Date, or (iii) may constitute improvements made after the Distribution Date.

      Section 2.3 Services Managers .

     Management Services will designate a dedicated services account manager (the “ CCU Services Manager ”) who will be directly responsible for coordinating and managing the delivery of the Services and will have authority to act on the CCU Group’s behalf with respect to the Services. Entertainment will designate a dedicated services account manager (the “ Entertainment Services Manager ”) who will be directly responsible for coordinating and managing the receipt of the Services by the Entertainment Group and will have authority to act on the Entertainment Group’s behalf with respect to the Services. The CCU Services Manager and the Entertainment Services Manager will work together to address the parties’ relationship and issues under this Agreement.

      Section 2.4 Performance and Receipt of Services .

     Each of Management Services and Entertainment will, and will cause its respective Groups to, comply with the following provisions with respect to the Services:

     (a) Each Provider and Recipient will at all times comply with its own then in-force security guidelines and policies applicable to the performance, access and/or use of the Services and Information Systems.

     (b) Each Provider and Recipient will take commercially reasonable measures to ensure that no computer viruses or similar items are coded or introduced into the Services or Information Systems. If a computer virus is found to have been introduced into the Services or Information Systems, the parties hereto will use their commercially reasonable efforts to cooperate and to diligently work together to eliminate the effects of such computer virus.

     (c) Each Provider and Recipient will exercise reasonable care in providing and receiving the Services to (i) prevent access to the Services or Information Systems by unauthorized Persons, and (ii) not damage, disrupt or interrupt the Services or Information Systems.

      Section 2.5 WARRANTIES .

     THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR GUARANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE III
ADDITIONAL AGREEMENTS

      Section 3.1 Leases .

     (a) Management Services and Entertainment agree that each lease or sublease listed on Schedule C , pursuant to which any member of the Entertainment Group leases or subleases real property from any member of the CCU Group, will remain in full force and effect pursuant to its terms unless otherwise agreed to in writing by the parties.

     (b) Management Services and Entertainment agree that each lease or sublease listed on Schedule D , pursuant to which any member of the CCU Group leases or subleases real property from any member of the Entertainment Group, will remain in full force and effect pursuant to its terms unless otherwise agreed to in writing by the parties.

      Section 3.2 Computer-Based Resources .

     (a) Management Services and Entertainment agree that after the Distribution Date, the Entertainment Group will not have access to all or any part of the Information Systems of the CCU Group, except to the extent necessary for the Entertainment Group to receive the Services (subject to the Entertainment Group complying with all reasonable security measures implemented by the CCU Group as deemed necessary by the CCU Group to protect its Information Systems; provided, that , the Entertainment Group has had a commercially reasonable period of time in which to comply with such security measures).

     (b) Management Services and Entertainment agree that after the Distribution Date, the CCU Group will not have access to all or any part of the Information Systems of the Entertainment Group, except to the extent necessary for the CCU Group to perform the Services (subject to the CCU Group complying with all reasonable security measures implemented by the Entertainment Group as deemed necessary by the Entertainment Group to protect its Information Systems; provided, that , the CCU Group has had a commercially reasonable period of time in which to comply with such security measures).

      Section 3.3 Access .

     Entertainment will allow the CCU Group and its Representatives reasonable access to the facilities of the Entertainment Group necessary for the performance of the Services and to enable the CCU Group to fulfill its obligations under this Agreement.

ARTICLE IV
COSTS AND DISBURSEMENTS; PAYMENTS

      Section 4.1 Service Charges .

     (a)  Schedules A and B set forth with respect to each Service a description of the charges for such Service or the basis for the determination thereof (the “ Service Charges ”). Further, in connection with performance of the Services, the Provider will make payments for the benefit of, and on behalf of, the Recipient and will incur out-of-pocket costs and expenses

(collectively, the “ Other Costs ”), which will be reimbursed to the Provider by the Recipient; provided, that , any Other Costs will only be payable by the Recipient if it receives from the Provider reasonably detailed data and other documentation sufficient to support the calculation of amounts due to the Provider as a result of such Other Costs.

     (b) The Provider will deliver an invoice to the Recipient on a monthly basis (or at such other frequency as is set forth in the applicable Schedule A or B ) in arrears for the Service Charges and any Other Costs. The Recipient will pay the amount of such invoice to the Provider in U.S. dollars within 30 days of the date of such invoice, provided, that , to the extent consistent with past practice with respect to Services rendered outside the United States, payments may be made in local currency. If the Recipient fails to pay such amount (excluding any amount cont