SUPPORT AGREEMENTSupport Agreement • February 10th, 2006 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware
SUPPORT AGREEMENT, dated as of February 6, 2006 (this “Agreement”), by and among The Walt Disney Company, a Delaware corporation (“TWDC”), ABC Chicago FM Radio, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of TWDC (“Spinco”), Citadel Broadcasting Corporation, a Delaware corporation (“Company”), with respect to Sections 5, 7, 8 and 10 herein only, and Forstmann Little & Co. Equity Partnership-VI, L.P. (“Equity VI”), Forstmann Little & Co. Equity Partnership-VII, L.P. (“Equity VII”), Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VII, L.P. (“Buyout VII”) and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P. (“Buyout VIII” and, together, with Equity VI, Equity VII and Buyout VII, the “Principal Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among THE WALT DISNEY COMPANY, ABC CHICAGO FM RADIO, INC., CITADEL BROADCASTING CORPORATION and ALPHABET ACQUISITION CORP.Agreement and Plan of Merger • February 10th, 2006 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 6, 2006 (this “Agreement”), is entered into by and among The Walt Disney Company, a Delaware corporation (“TWDC”), ABC Chicago FM Radio, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of TWDC (“Spinco”), Citadel Broadcasting Corporation, a Delaware corporation (“Company”) and Alphabet Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Company (“Merger Sub” and, together with TWDC, Spinco and Company, the “Parties” and each, a “Party”).
SEPARATION AGREEMENT by and between THE WALT DISNEY COMPANY and ABC CHICAGO FM RADIO, INC.Separation Agreement • February 10th, 2006 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware
This SEPARATION AGREEMENT, dated as of February 6, 2006 (this “Agreement”), is entered into by and between The Walt Disney Company, a Delaware corporation (“TWDC”), and ABC Chicago FM Radio, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of TWDC (“Spinco” and, together with TWDC, the “Parties” and each, a “Party”).
