OF DELAWARECBS Corp • September 2nd, 1999 • Television broadcasting stations
EXHIBIT 1 VOTING AGREEMENT This Voting Agreement (the "Agreement") is entered into as of September 22, 1999 by and between David I. Saperstein ( "Saperstein") and Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"), as shareholders...Voting Agreement • October 13th, 1999 • CBS Corp • Television broadcasting stations • Delaware
RECITALSAgreement • January 12th, 1998 • CBS Corp • Television broadcasting stations
Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 8, 1999 ("Amendment No. 1"), by and among CBS Corporation, a Pennsylvania corporation (the "Parent"), King World...Agreement and Plan of Merger • September 15th, 1999 • CBS Corp • Television broadcasting stations
BETWEENAsset Purchase Agreement • August 14th, 1998 • CBS Corp • Television broadcasting stations • New York
amongCredit Agreement • March 29th, 2000 • CBS Corp • Television broadcasting stations • London
INDENTURECBS Corp • July 7th, 1998 • Television broadcasting stations • New York
By NATIONAL AMUSEMENTS, INC. (Stockholder) and CBS CORPORATIONStockholder Agreement • September 8th, 1999 • CBS Corp • Television broadcasting stations • Delaware
VIACOM INC.Agreement • September 8th, 1999 • CBS Corp • Television broadcasting stations • Delaware
1 Exhibit 4.5 WCK ACQUISITION CORP. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of June 27, 1988, between WCK Acquisition Corp., a Delaware corporation (the "Corporation"), and Mel Karmazin (the "Employee"). The Board of Directors of the...Stock Option Agreement • January 2nd, 1997 • Westinghouse Electric Corp • Engines & turbines • New York
1 EXHIBIT 4(d) Registration Rights Agreement Dated As of May 20, 1998Registration Rights Agreement • July 7th, 1998 • CBS Corp • Television broadcasting stations • New York
among WESTINGHOUSE ELECTRIC CORPORATION, as BorrowerCredit Agreement • November 12th, 1996 • Westinghouse Electric Corp • Engines & turbines • New York
1 EXHIBIT 99 RIGHTS AGREEMENT by and between WESTINGHOUSE ELECTRIC CORPORATIONRights Agreement • January 9th, 1996 • Westinghouse Electric Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • Pennsylvania
Between VIACOM INC. andAgreement and Plan of Merger • October 12th, 1999 • CBS Corp • Television broadcasting stations • Delaware
3 4 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice if given orally, to be confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Notes properly...Exchange Agent Agreement • July 7th, 1998 • CBS Corp • Television broadcasting stations • New York
SECTION 1Registration Rights Agreement • September 2nd, 1999 • CBS Corp • Television broadcasting stations • Delaware
1 EXHIBIT 1To Agreement • February 22nd, 1999 • CBS Corp • Television broadcasting stations
Exhibit 10(w) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 24th, 1998 • CBS Corp • Television broadcasting stations • New York
EXHIBIT 2.5 AMENDMENT NO. 2 (this "Amendment"), dated as of October 5, 1999, to the Stockholder Agreement, dated as of March 31, 1999, among CBS Corporation ("Parent") and the individual signatories hereto (each a "Stockholder"), as amended by...CBS Corp • November 5th, 1999 • Television broadcasting stations • Delaware
AGREEMENTAgreement • January 12th, 1998 • CBS Corp • Television broadcasting stations • New York
By and AmongAgreement and Plan of Merger • November 14th, 1997 • Westinghouse Electric Corp • Television broadcasting stations • Delaware
BY AND AMONGAgreement and Plan of Merger • October 12th, 1999 • CBS Corp • Television broadcasting stations • Delaware
October 1, 1996 Infinity Broadcasting Corporation 600 Madison Avenue New York, New York 10022 Agreement and Plan of Merger, dated as of June 20, 1996, among Westinghouse Electric Corporation, R Acquisition Corp. and Infinity Broadcasting Corporation...Westinghouse Electric Corp • October 1st, 1996 • Engines & turbines
October 1, 1996 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 20, 1996, AMONG WESTINGHOUSE ELECTRIC CORPORATION R ACQUISITION CORP. AND INFINITY BROADCASTING CORPORATION Ladies and Gentlemen: We have acted as counsel for Westinghouse Electric...Westinghouse Electric Corp • October 1st, 1996 • Engines & turbines
WITNESSETH:Agreement and Plan of Merger • October 12th, 1999 • CBS Corp • Television broadcasting stations • Delaware
Exhibit 10(v) AGREEMENT made as of the 17th day of May, 1995 by and between CBS Inc. ("CBS"), a New York corporation, having its principal office at 51 West 52nd Street, New York, New York 10019, and Leslie Moonves ("Executive"), residing at 1045...Agreement • March 24th, 1998 • CBS Corp • Television broadcasting stations • New York
PARENT STOCKHOLDER VOTING AGREEMENT ----------------------------------- PARENT STOCKHOLDER VOTING AGREEMENT, dated as of June 1, 1999 (this "Agreement"), by and among METRO NETWORKS, INC., a Delaware corporation (the "Company"), and INFINITY...Parent Stockholder Voting Agreement • September 2nd, 1999 • CBS Corp • Television broadcasting stations • Delaware
March 2, 1999 Mr. Fredric G. Reynolds Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, New York 10019 Dear Fred: CBS Corporation (the "Company") recognizes the importance of maintaining a high level of...CBS Corp • May 17th, 1999 • Television broadcasting stations
1 Exhibit 10(ss) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, Mel Karmazin (the "Executive") and Viacom Inc. ("Viacom") entered into an employment agreement dated September 6, 1999 (the "Agreement") to be effective at the Effective Time (as...Employment Agreement • March 29th, 2000 • CBS Corp • Television broadcasting stations
WITNESSETH:CBS Corp • January 7th, 1998 • Television broadcasting stations • Delaware
AMENDED AND RESTATED TAX MATTERS AGREEMENT THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT is made as of the 8th day of October, 1999, by and among GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation ("Gaylord"), GAYLORD TELEVISION COMPANY, a...Tax Matters Agreement • October 12th, 1999 • CBS Corp • Television broadcasting stations
1 EXHIBIT 4 CO-SALE AGREEMENT This Co-Sale Agreement (this "Agreement") is made and entered into as of March 5, 1997 by and between SportsLine USA, Inc., a Delaware corporation (the "Company"), (ii) CBS, Inc. ("CBS") and (iii) Michael Levy ("Levy"). R...Co-Sale Agreement • January 12th, 1998 • CBS Corp • Television broadcasting stations • Delaware
ARTICLE II--MISCELLANEOUSWestinghouse Electric Corp • May 9th, 1997 • Television broadcasting stations • New York
March 2, 1999 Mr. Louis J. Briskman Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, New York 10019 Dear Lou: CBS Corporation (the "Company") recognizes the importance of maintaining a high level of executive...CBS Corp • May 17th, 1999 • Television broadcasting stations
February 10, 1997 WESTINGHOUSE/CBS TO ACQUIRE TNN AND CMT CABLE NETWORKS FROM GAYLORD ENTERTAINMENT MAJOR EXPANSION OF CBS CABLE OWNERSHIP OF PROGRAM NETWORKS TNN IS EIGHTH LARGEST U.S. CABLE NETWORK NEW YORK, Feb. 10, 1977 -- Westinghouse Electric...Westinghouse Electric Corp • February 12th, 1997 • Engines & turbines
