1
Exhibit 10.4
TAX SHARING AGREEMENT
Tax Sharing and Indemnification Agreement (the "Agreement"), dated
as of [DATE], by and between CBS Corporation, a Pennsylvania corporation
("CBS"), and Infinity Broadcasting Corporation, a Delaware corporation
("Infinity").
WHEREAS, CBS and its direct and indirect domestic subsidiaries,
including Infinity, are currently members of an Affiliated Group, of which CBS
is the common parent corporation;
WHEREAS, Infinity, which owns (directly and indirectly) all of CBS's
radio broadcasting and outdoor advertising properties, intends to undertake an
initial public offering ("IPO");
WHEREAS, in contemplation of the IPO, the parties hereto have
determined to enter into this Tax Sharing (the "Agreement"), setting forth their
agreement with respect to certain tax matters;
NOW THEREFORE, in consideration of the premises set forth above and
the terms and conditions set forth below, the parties hereto agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following
definitions shall apply:
(a) "Adjustment" shall mean any proposed or final change in the Tax
liability of a taxpayer.
(b) "Affiliated Group" shall mean an affiliated group of
corporations within the meaning of section 1504(a) of the Code.
(c) "CBS Group" shall mean CBS and its Subsidiaries, excluding,
however, any member of the Infinity Group.
1
2
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Final Determination" shall mean the final resolution of any tax
matter, including, but not limited to, a closing agreement with the IRS or the
relevant state, local or foreign taxing authority, a claim for refund which has
been allowed, a deficiency notice with respect to which the period for filing a
petition with the Tax Court or the relevant state, local or foreign tribunal has
expired, or a decision of any court of competent jurisdiction that is not
subject to appeal or as to which the time for appeal has expired.
(f) "Income Taxes" shall mean all Taxes imposed on or measured in
whole or in part by income, capital or net worth or a taxable base in the nature
of income, capital or net worth, and shall include any addition to Tax,
additional amount, interest and penalty imposed with respect to such Taxes.
(g) "Income Tax Return" shall mean any Tax Return with respect to
Income Taxes.
(h) "Indemnifying Party" shall mean any party that is required to
pay any other party pursuant to the terms and conditions of this Agreement.
(i) "Indemnified Party" shall mean any party that is entitled to
receive payment from an Indemnifying Party pursuant to the terms and conditions
of this Agreement.
(j) "Infinity Group" shall mean Infinity and its Subsidiaries. With
respect to any Taxable Period beginning before the IPO, the Infinity Group shall
be determined as if the Infinity Group as constituted on the date of the IPO had
been constituted on the first day of such Taxable Period, and shall include the
assets and operations of the radio broadcasting, radio programming and outdoor
advertising businesses of CBS and its Subsidiaries as they existed for such
Taxable Period.
2
3
(k) "IRS" shall mean the United States Internal Revenue Service or
any successor thereto, including but not limited to its agents, representatives,
and attorneys.
(l) "person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity.
(m) "Subsidiary" shall mean, with respect to any person, any
corporation or other organization, whether incorporated or unincorporated, of
which (i) such person or any Subsidiary of such person is a general partner or
(ii) at least 50% of the securities or other interests having by their terms
ordinary voting power to elect a majority of the Board of Directors or others
performing similar functions with respect to such corporation or other
organization or at least 50% of the value of the outstanding equity is directly
or indirectly owned or controlled by such person or by any one or more of its
Subsidiaries, or by such person and one or more of its Subsidiaries.
(n) "Taxes" shall mean all federal, state, local, foreign or other
governmental taxes, assessments, duties, fees, levies or similar charges of any
kind, including all income, profits, franchise, excise, property, use,
intangibles, sales, value-added, ad valorem, payroll, employment, withholding,
estimated and other taxes of any kind whatsoever whether disputed or not, and
including all additions to tax, additional amounts, interest and penalties
imposed with respect to such amounts.
(o) "Tax Benefit" shall mean a reduction in the Tax liability of a
taxpayer (or of the Affiliated Group of which it is a member) for any taxable
period. Except as otherwise provided in this Agreement, a Tax Benefit shall be
deemed to have been realized or received from a Tax Item in a taxable period
only if and to the extent that the Tax liability of the taxpayer (or of the
Affiliated Group of which it is a member) for such period is less than it would
have been if such Tax liability were determined without regard to such Tax Item.
3
4
(p) "Tax Controversy" shall mean any examination, audit, claim,
dispute, litigation, proposed settlement, proposed adjustment or related matter
with respect to Taxes.
(q) "Tax Detriment" shall mean an increase in the Tax liability of a
taxpayer (or of the Affiliated Group of which it is a member) for any taxable
period. Except as otherwise provided in this Agreement, a Tax Detriment shall be
deemed to have been realized or suffered from a Tax Item in a taxable period,
only if and to the extent that the Tax liability of the taxpayer (or the
Affiliated Group of which it is a member) for such period is greater than it
would have been if such Tax liability were determined without regard to such Tax
Item.
(r) "Tax Item" shall mean any item of income, gain, loss, deduction,
credit, recapture of credit, or any other item which may have the effect of
increasing or decreasing Taxes paid or payable.
(s) "Taxable Period" shall mean any taxable year or portion thereof.
(t) "Tax Return" shall mean any return, report, form or other
information filed or required to be filed with any taxing authority with respect
to Taxes.
Section 2. Tax Payments
(a) Estimated Income Tax Payments. For each Taxable Period beginning
after the IPO, Infinity shall pay, or cause to be paid, to CBS the amount of
estimated Income Taxes incurred by the Infinity Group and its members or, in the
case of an Income Tax Return with respect to which any members of the Infinity
Group join any members of the CBS Group in filing on a consolidated, combined or
unitary basis, the amount of estimated Income Taxes that would be incurred by
the Infinity Group and its members had such members not filed an Income Tax
Return on such basis ("Estimated Income Tax Payments"). For any Taxable Period
that begins prior to and ends after the IPO (a "Straddle Period"), Infinity
shall pay, or cause to be paid, to CBS the Estimated
4
5
Income Tax Payments that are attributable to the portion of the Straddle Period
beginning the day immediately following the date of the IPO (a "Post-Closing
Straddle Period"), calculated as if there was an interim closing of the books as
of the close of business on the date of the IPO. For purposes of the determining
the amount of a member of the Infinity Group's Estimated Income Tax Payments, to
the extent that such member would be entitled to file an Income Tax Return on a
consolidated, combined or unitary basis with any other member of the Infinity
Group, Estimated Income Tax Payments are determined as though such members filed
on a consolidated, combined or unitary basis.
(b) Separate Income Tax Liability. For each Taxable Period beginning
after the IPO, including any Post-Closing Straddle Period, Infinity shall pay,
or cause to be paid, to CBS an amount equal to the excess, if any, of (i) the
Income Taxes incurred by the Infinity Group and its members or, in the case of
an Income Tax Return with respect to which any members of the Infinity Group
join any members of the CBS Group in filing on a consolidated, combined or
unitary basis, the amount of Income Taxes that would be incurred by the Infinity
Group and its members had such members not filed an Income Tax Return on such
basis ("Separate Income Tax Liability"), over (ii) the aggregate amount of
Estimated Income Tax Payments actually made to CBS with respect to the Separate
Income Tax Liability for such Taxable Period. If the aggregate amount of
Estimated Income Tax Payments actually made to CBS with respect to the Separate
Income Tax Liability for such Taxable Period exceeds such Separate Income Tax
Liability, CBS shall pay to Infinity an amount equal to such excess. In
addition, to the extent that any member of the CBS Group may utilize for any
Taxable Period beginning after the IPO, including any Post-Closing Straddle
Period, any credits or deductions, including, without limitation, foreign tax
credits, alternative minimum tax credits, net operating losses or net capital
losses, which are attributable to the Infinity Group, and that such utilization
results in a Tax Benefit being realized by such member of the CBS Group
(treating any credits or deductions attributable to the CBS Group as utilized
prior to the utilization of any credits or deductions attributable to the
Infinity Group), then CBS shall pay to Infinity the amount of such Tax Benefit
at the time of filing of the Tax Return
5
6
reflecting the realization of the Tax Benefit and such credits or deductions for
which CBS has paid Infinity shall not be treated as utilizable by any member of
the Infinity Group for purposes of computing such member's Estimated Income Tax
Payments or Separate Income Tax Liability. For purposes of the determining the
amount of a member of the Infinity Group's Separate Income Tax Liability, to the
extent that such member would be entitled to file an Income Tax Return on a
consolidated, combined or unitary basis with any other member of the Infinity
Group, the Separate Income Tax Liability is determined as though such members
filed on a consolidated, combined or unitary basis.
(c) Additional Calculations. For purposes of determining the amount
of a member of the Infinity Group's Estimated Income Tax Payments and Separate
Income Tax Liability, CBS shall be treated as entitled to claim all deductions
arising by reason of exercises of any stock options to purchase shares of CBS
stock, or arising by reason of payment of deferred or other compensation by CBS
to the extent such payment is not reimbursed by Infinity. In addition, for
purposes of any Income Tax Return filed by, or on behalf of, any member of the
Infinity Group (whether or not any member of the Infinity Group files an Income
Tax Return on a consolidated, combined or unitary basis with any member of the
CBS Group), CBS shall be treated, to the extent permitted by law, as entitled to
claim all deductions arising by reason of exercises of any stock options to
purchase CBS stock or arising by reason of payment of deferred or other
compensation by CBS to the extent such payment is not reimbursed by Infinity.
If, pursuant to a Final Determination, all or any part of such deduction is
disallowed or is proposed to be disallowed to CBS then, to the extent permitted
by law, the appropriate member of the Infinity Group shall report such deduction
on its Income Tax Return (including by way of an amended Income Tax Return). If
a member of the Infinity Group realizes a Tax Benefit in any Taxable Period
beginning after the IPO, including any Post-Closing Straddle Period, as a result
of a deduction arising by reason of exercises of any stock options to purchase
shares of CBS stock or arising by reason of payment of deferred or other
compensation by CBS to the extent such payment is not reimbursed by Infinity,
Infinity shall pay the amount of such Tax Benefit to CBS.
6
7
(d) Timing. For each Taxable Period beginning after the IPO, including any
Post-Closing Straddle Period, CBS shall prepare and deliver to Infinity a
schedule showing in reasonable detail CBS's calculation of any Estimated Income
Tax Payments or Separate Income Tax Liability, as the case may be, and, subject
to Section 7, (i) Infinity shall pay to CBS the amount of any Estimated Income
Tax Payments shown on such schedule no later than fifteen days before the date
that such Estimated Income Tax Payments would have been due and payable had the
member of the Infinity Group with respect to which such Payments are determined
not filed an Income Tax Return on a consolidated, combined or unitary basis with
any member of the CBS Group, and (ii) payments between CBS and Infinity required
pursuant to Section 3(b) hereof shall be made, based on such schedule, no later
than fifteen days before the due date of the consolidated, combined or unitary
Income Tax Return for the Taxable Period for which such payments are due. Except
as otherwise provided herein, all indemnification or other payments to be made
pursuant to this Agreement shall be made within 15 days of written notice of a
request for indemnification or payment by the Indemnified Party, which notice
shall be accompanied by a computation of the amount due. If any payments
required to be made pursuant to this Agreement (including Estimated Income Tax
Payments) are not made when due, such payments shall bear interest at the
prevailing federal short-term interest rate as determined under Section 6621 of
the Code.
(e) Adjustments. If, as a result of a Final Determination, there is an
adjustment that would have the effect of increasing or decreasing a member of
the Infinity Group's Separate Income Tax Liability for any Taxable Period
beginning after the IPO, including any Post-Closing Straddle Period, then
Infinity shall pay to CBS the amount of any increased Separate Income Tax
Liability and CBS shall repay to Infinity the amount of any decreased Separate
Income Tax Liability, provided, however, that such repayment shall not exceed
the net amount of payments received by CBS from Infinity with respect to the
Separate Income Tax Liability for such Taxable Period. If, as a result of a
Final Determination, there is an adjustment to any of the credits or deductions
attributable to the Infinity Group which resulted in a payment by CBS to
Infinity pursuant
7
8
to Section 2(b) of this Agreement that would have the effect of increasing or
decreasing the Tax Benefit to the member of the CBS Group utilizing such credit
or deduction, then Infinity shall repay to CBS the amount of any decreased Tax
Benefit and CBS shall pay to Infinity the amount of any increased Tax Benefit.
(f) Other Adjustments and Indemnification. If, as a result of a
Final Determination, there is an adjustment with respect to any Tax Item
relating to the Infinity Group for any Taxable Period ending on or before the
IPO, including any portion of a Straddle Period ending on the date of the IPO,
that results in a Tax Detriment being realized by any member of the CBS Group,
or by any member of the Infinity Group for which the CBS Group is otherwise
liable, then Infinity shall indemnify CBS against such Tax Detriment. In
addition, if there is an adjustment pursuant to Section 482 of the Code or
similar authority under state, local, or foreign law which results in a Tax
Detriment being realized by any member of the CBS Group or the Infinity Group,
on the one hand, and a corresponding Tax Benefit being realized by any member of
the Infinity Group or the CBS Group, on the other, which is not otherwise taken
into account through payments or indemnification under this Agreement, then
Infinity shall pay to CBS or CBS shall pay to Infinity, as the case may be, the
amount of such Tax Benefit.
CBS shall indemnify Infinity to the extent that any member of the
Infinity Group becomes liable for the federal, state or local income tax
liability of any member of the CBS Group, as a result of being a member of the
Affiliated Group, for federal tax purposes, or a member of the combined,
consolidated or unitary group, for state and local tax purposes, which includes
any member of the CBS Group, in excess of the Separate Income Tax Liability of
the Infinity Group, and, except as otherwise provided herein, CBS shall
indemnify Infinity against any Income Tax Liability for which Infinity has paid
to CBS pursuant to this Agreement. Infinity shall indemnify CBS against any and
all Taxes and related liabilities attributable to the acquisition by CBS of
American Radio Systems, Inc., including, without limitation, Taxes and related
liabilities arising as a
8
9
result of the transactions described in Section 4.2(b) of the ARS-ATS Separation
Agreement dated as of June 4, 1998.
(g) Reimbursements. Notwithstanding the foregoing, each member of
the Infinity Group shall be jointly and severally liable to CBS for, and
Infinity, on behalf of each member of the Infinity Group, shall pay, or caused
to be paid, any payment made by CBS on behalf of any member of the Infinity
Group for Income Taxes incurred by such member other than pursuant to this
Agreement within five days of receipt of written notification from CBS that such
payment has been made.
Section 3. Return Preparation
CBS shall prepare and file, or cause to be filed, all Income Tax
Returns that are filed by, or on behalf of, any member of the Infinity Group,
including, without limitation, all Income Tax Returns which CBS determines shall
be filed on a consolidated, combined or unitary basis with any member of the CBS
Group, for any Taxable Period ending after the IPO. Infinity shall pay to CBS
the expenses incurred by CBS in preparing such returns, as reasonably determined
by CBS.
Section 4. Audits
CBS shall have sole responsibility for and control over any Tax
Controversy with respect to Taxes of members of the Infinity Group. Infinity
shall pay to CBS the expenses incurred by CBS in the conduct of such Tax
Controversies, as reasonably determined by CBS.
9
10
Section 5. Cooperation
(a) Tax Information
(i) Infinity shall, and shall cause each appropriate member of
the Infinity Group, to cooperate with CBS in the filing of Income Tax Returns,
as described in Section 3, or in the conduct of Tax Controversies, as described
in Section 4, by maintaining such books and records and providing on a timely
basis such information as may be necessary or useful in the filing of such
returns or the conduct of such controversies and executing any documents,
providing any further information, and taking any actions which CBS may
reasonably request in connection therewith.
(ii) If any member of the Infinity Group fails to provide any
information requested pursuant to this Section on a timely basis, then CBS shall
have the right to engage an independent certified public accountant of its
choice to gather such information. Infinity agrees to permit any such
independent certified public accountant full access to all Tax Return and other
relevant information in the possession of any member of Infinity Group during
reasonable business hours, and to reimburse or pay directly all costs and
expenses incurred in connection with the engagement of such independent
certified public accountant.
(iii) If any member of the Infinity Group supplies information
to a member of the CBS Group in connection with the preparation of any Income
Tax Return or in connection with the conduct of any Tax Controversy and an
officer of the requesting party signs a statement or other document under
penalties of perjury in reliance upon the accuracy of such information, then a
duly authorized officer of the party supplying such information shall certify,
under penalties of perjury, the accuracy and completeness of the information so
supplied. Infinity shall indemnify and hold harmless each member of the CBS
Group and its respective officers and employees, against any cost, fine,
penalty, or other expenses of any kind attributable to a member of the Infinity
Group supplying a member of the other group with inaccurate or incomplete
information,
10
11
in connection with the preparation of any Income Tax Return or in connection
with the conduct of any Tax Controversy.
(b) Other Cooperation
(i) Whenever any member of the Infinity Group learns of a
breach or a violation of any obligation or provision contained in this
Agreement, or receives in writing from any taxing authority notice of an
adjustment which may give rise to a payment under this Agreement, Infinity shall
give notice to CBS within 10 days of becoming aware of such breach, violation,
or receipt, but if a member of the CBS Group is required to respond to the IRS
or any other taxing authority, such notice shall be given no less than 10 days
before such response is required.
(ii) CBS may consult with Infinity, and Infinity agrees to
fully cooperate with CBS in the negotiation, settlement, or litigation of any
liability for Income Taxes of any member of the CBS Group, regardless of the
effect of any such negotiation, settlement, or litigation on the Separate Income
Tax Liability of any member of the Infinity Group.
(c) Agent
Each member of the Infinity Group hereby appoints CBS for any
Taxable Period as its agent for the purpose of filing any Income Tax Return of
such member (whether or not such Income Tax Return is filed on a consolidated,
combined or unitary basis with any member of the CBS Group), for the purpose of
representing such member in the course of any Tax Controversy as set forth in
Section 4, and for making any election or application or taking any action in
connection with any of the foregoing on behalf of any member of the Infinity
Group. Each member of the Infinity Group hereby consents to the filing of such
Income Tax Return and to the making of any elections and applications as set
forth above.
11
12
Section 6. Retention of Records
(a) Infinity agrees to retain, and cause each member of the
Infinity Group to retain, the appropriate records which may affect the
determination the Separate Income Tax Liability of any member of the Infinity
Group or the Income Tax liability of any member of the CBS Group which files on
a consolidated, combined or unitary basis with any member of the Infinity Group
until such time as there has been a Final Determination with respect thereto.
(b) Any member of the Infinity Group intending to destroy any
materials, records, or documents relating to Income Taxes shall provide CBS with
90 days advance notice and the opportunity to copy or take possession of such
materials, records and documents.
Section 7. Resolution of Disputes
Any dispute concerning the calculation or basis of determination of
any payment provided for hereunder shall be resolved by the independent
certified public accountants for CBS, whose judgment shall be conclusive and
binding upon the parties.
Section 8. Miscellaneous
(a) Term of the Agreement. This Agreement shall become
effective as of the date of its execution and, except as otherwise expressly
provided herein, shall continue in full force and effect indefinitely.
(b) Injunctions. The parties acknowledge that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with its specific terms or were otherwise
breached. The parties hereto shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any court having jurisdiction,
such remedy being in addition to any other remedy to which they may be entitled
at law or in equity.
12
13
(c) Severability. If any term, provision, covenant, or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remainder of the terms, provisions,
covenants, and restrictions set forth herein shall remain in full force and
effect, and shall in no way be affected, impaired, or invalidated. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants, and restrictions without
including any of such which may be hereafter declared invalid, void, or
unenforceable. In the event that any such term, provision, covenant, or
restriction is held to be invalid, void, or unforeseeable, the parties hereto
shall use their best efforts to find and employ an alternate means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant, or restriction.
(d) Assignment. Except by operation of law or in connection
with the sale of all or substantially all the assets of a party hereto, this
Agreement shall not be assignable, in whole or in part, directly or indirectly,
by any party hereto without the advance written consent of the other party; and
any attempt to assign any rights or obligations arising under this Agreement
without such consent shall be void; provided, however, that the provisions of
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and permitted
assigns.
(e) Further Assurances. Subject to the provisions hereof, the
parties hereto shall make, execute, acknowledge, and deliver such other
instruments and documents, and take all such other actions, as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby. Subject to the provisions hereof, each of
the parties shall, in connection with entering into this Agreement, performing
its obligations hereunder and taking any and all actions relating hereto, comply
with all applicable laws, regulations, orders, and decrees, obtain all required
consents and approvals and make all required filings with any governmental
agency, other regulatory or administrative agency,
13
14
commission or similar authority, and promptly provide the other parties with all
such information as they may reasonably request in order to be able to comply
with the provisions of this sentence.
(f) Parties in Interest. Except as herein otherwise
specifically provided, nothing in this Agreement expressed or implied is
intended to confer any right or benefit upon any person, firm, or corporation
other than the parties hereto, their respective successors and permitted
assigns, and any Subsidiary that subsequently becomes a member of the CBS Group
or the Infinity Group, as the case may be.
(g) Waivers, Etc. No failure or delay on the part of the
parties in exercising any power or right hereunder shall operate as a waiver
thereof, not shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No modification or waiver of any provision of this Agreement nor
consent to any departure by the parties therefrom shall in any event be
effective unless the same shall be in writing, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.
(h) Setoff. All payments to be made by any party under this
Agreement shall be made without setoff, counterclaim, or withholding, all of
which are expressly waived.
(i) Change of Law. If, due to any change in applicable law or
regulations or their interpretation by any court of law or other governing body
having jurisdiction subsequent to the date of this Agreement, performance of any
provision of this Agreement or any transaction contemplated hereby shall become
impracticable or impossible, the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such provision.
14
15
(j) Confidentiality. Subject to any contrary requirement of
law and the right of each party to enforce its rights hereunder in any
arbitration or legal action, each party agrees that it shall keep strictly
confidential, and shall cause its employees and agents to keep strictly
confidential, any information which it or any of its employees or agents may
acquire pursuant to, or in the course of performing its obligations under, any
provision of this Agreement.
(k) Headings. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any provision of
this Agreement.
(l) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties hereto,
and each such executive counterpart shall be, and shall be deemed to be, an
original instrument.
(m) Notices. All notices, consents, requests, instructions,
approvals, and other communications provided for herein shall be validly given,
made, or served, if in writing and delivered personally, by telegram or sent by
registered mail, postage prepaid, or by facsimile transmission to:
CBS at: CBS Corporation
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Financial Officer
Infinity at: Infinity Broadcasting Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Financial Officer
or to such other address as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by the
telegram shall be deemed delivered when received by the recipient. Notice given
by mail as set out above shall be deemed delivered five calendar days after the
date the same is mailed. Notice given by
15
16
facsimile transmission shall be deemed delivered on the day of transmission
provided telephone confirmation of receipt is obtained promptly after completion
of transmission.
(o) Costs and Expenses. Unless otherwise specifically provided
herein, each party agrees to pay its own costs and expenses resulting from the
exercise of its respective rights or the fulfillment of its respective
obligations hereunder.
(p) Interpretation. The headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the
parties, and shall not in any way affect the meaning or interpretation of this
Agreement.
Section 9. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the domestic substantive laws of the State of New
York without regard to any choice or conflict of laws, rules, or provisions that
would cause the application of the domestic substantive laws of any other
jurisdiction.
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed by their respective officers, each of whom is duly
authorized, all as of the day and year first above written.
CBS CORPORATION,
By: _________________________
Title: Chief Financial Officer
INFINITY BROADCASTING CORPORATION
By:__________________________
Title: Chief Financial Officer
16
