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 Amendment No. 1 entered into on June 1, 1999 among Parent and the
Stockholders (the "Agreement").
WHEREAS, the parties hereto wish to amend the Agreement in the manner set
forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy are hereby acknowledged, the parties agree as follows:
1. Paragraph 3(f) of the Agreement is hereby amended by replacing all
references to "Effective Time" in such paragraph with "September 7, 1999."
2. Each of the parties hereto hereby ratifies and confirms that it, he or
she continues to be bound by the terms and provisions of the Agreement. Except
as expressly modified hereby, all of the terms and provisions of the Agreement
shall continue in full force and effect.
3. This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more of the counterparts has been signed by each of the parties hereto,
it being understood that each party need not sign the same counterpart. This
Amendment shall be governed by and construed in accordance with the laws of the
State of Delaware regardless of the laws that might otherwise govern under
applicable principles of conflict of laws thereof.
IN WITNESS WHEREOF, Parent has caused this Amendment to be signed by an
officer thereto duly authorized and each Stockholder has signed this Amendment,
all as of the date first above written.
CBS CORPORATION
By: /s/ XXXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President, Secretary and
Deputy General Counsel
STOCKHOLDERS:
XXXXX XXXX
/s/ XXXXX XXXX
----------------------------
XXXXXXX XXXX
/s/ XXXXXXX XXXX
----------------------------
XXXXXXX XXXX
/s/ XXXXX XXXX
----------------------------
XXXXX XXXX
/s/ XXXXX XXXX
----------------------------
