This [Section 4.12] sets forth the sole and exclusive representations and warranties of the Company under this Agreement with respect to Environmental Permits, Environmental Laws, Contaminants or other environmental matters.

Nothing in this [Section 4.25] shall require any such cooperation to the extent that it would require any Seller or the Acquired Companies to: # waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Purchaser; # enter into any definitive agreement; # give any indemnities in connection with the Financing; # take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of the Sellers and their Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Sellers or any of their Affiliates; # adopt resolutions (whether by the board of directors of the Sellers or otherwise) approving the agreements, documents and instruments pursuant to which the Financing is obtained, other than those effective on the Closing Date; # provide any assistance or cooperation that # would cause any representation or warranty in this Agreement made by any Seller to be breached, or # cause any conditions to Closing set forth in this Agreement to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by Sellers that would provide Purchaser the right to terminate this Agreement (unless waived by Purchaser); or # cooperate to the extent it would require the disclosure of information which the Sellers or the Acquired Companies reasonably determine would reasonably be expected to jeopardize the attorney-client or other similar privilege of the Sellers or any of the Acquired Companies or violate any Applicable Law to which the Sellers or any of the Acquired Companies is a party.

[Section 4.2] is hereby amended by deleting “75%” from clause (i) and substituting “100%” in lieu thereof.

[Section 4.01(n)] of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.1] “Base Fee” is hereby deleted and replaced in its entirety with the following:

[Section 4.01(a)] of the Plan is amended to add a new paragraph to the end thereof to state in its entirety as follows:

[Section 4.03(b)(17)] of the Indenture is hereby amended by deleting the word “and” at the end thereof.

[Section 4.03(b)(17)] of the Indenture is hereby amended by replacing the “.” at the end thereof with “;”.

[Section 4.14(a)] of the Company Disclosure Schedule sets forth # a list of the twenty (20) largest customers (measured by dollar volume of sales to such customers) of the Company and its Subsidiaries, taken as a whole, for each of the two (2) most recent fiscal years (collectively, the “Material Customers”) and # the amount of consideration paid by each Material Customer during such periods. Except as set forth in [Section 4.14(a)] of the Company Disclosure Schedule, the Company has not received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company and its Subsidiaries.

[Section 4.15(a)] of the Company Disclosure Schedule lists all # Company IP Registrations and # Company Intellectual Property, including software, that are not registered but that are material to the business of the Company and its Subsidiaries. All required filings and fees related to the Company IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Company IP Registrations are otherwise in good standing.

[Section 4.16(a)] of the Company Disclosure Schedule sets forth a list of all “employee benefit plans” as that term is defined in [Section 3(3)] of ERISA, and any material benefit plan, program, contract or arrangement, whether or not subject to ERISA, providing for group or individual # pension, retirement, profit-sharing, deferred compensation, equity or equity-based compensation, employee stock ownership, # health, welfare life insurance, or disability benefits, # bonus, severance, salary continuation, retention, change-in-control payments, # vacation, sick leave, or other paid time off, and # fringe benefit plans, but excluding government programs and statutory benefits, that are currently adopted, maintained by, sponsored or contributed to by the Company or its Subsidiaries (collectively, the “Benefit Plans”).

[Section 4.17(d)] of the Company Disclosure Schedule contains a list of all current employees of the Company or its Subsidiaries or natural persons who currently serve as independent contractors or consultants to the Company or its Subsidiaries, in each case as of the Execution Date, including any employee who is on a leave of absence of any nature, paid or unpaid, and sets forth for each such individual the following: # name, # title or position (including whether full or part time), # hire date, # current annual base compensation rate, and # current commission, bonus or other incentive-based compensation target or opportunity.

[Section 4.3(a)] of the Plan is hereby amended by deleting in the final paragraph thereof each reference to the words “Committee” and “Retirement Committee of CBS Corporation” and inserting in place thereof the words “Investments Committee for CBS Defined Contribution Plans”.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to read as follows:

This [Section 2.7] applies to all Awards other than Performance Units.

This [Section 10.11] is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this [Section 10.11] is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.

Subject to [Section 4.9], Sellers shall, and shall cause their Affiliates to, subject to the receipt of applicable regulatory authorizations set forth on [Section 4.8(a)(i)] of the Sellers Disclosure Letter, # sever and terminate all transactions and Contracts (other than those existing or new Contracts identified on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter) between any of the Acquired Companies, on the one hand, and each Seller and/or any of its Affiliates (other than the Acquired Companies), on the other hand (collectively, the “Intercompany Arrangements”) effective on or prior to the Closing and with no further Liabilities or obligations to the Acquired Companies or any of their Affiliates from and after the Closing, and # provide any consents or other documentation reasonably required from Sellers or any of their Affiliates to effect the severance or termination of such Intercompany Arrangements. To the extent Sellers are unable to obtain any such applicable regulatory authorizations on or prior to the Closing with respect to any such Contract, the Closing shall not be affected, such Contract shall remain in full force and effect and the Parties shall use reasonable best efforts to obtain any applicable regulatory authorizations with respect to such Contract as soon as practicable after the Closing. Sellers actions with respect to Intercompany Arrangements set forth on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter shall be as specified for those Intercompany Arrangements identified therein.

Subject to [Section 4.3], the aggregate number of Shares which may be issued under this Plan shall be equal to 5,200,000 Shares, all of which may be issued in the form of Incentive Stock Options under the Plan. The Shares issued under the Plan may be authorized but unissued, or reacquired Company Common Stock. No provision of this Plan shall be construed to require the Company to maintain the Shares in certificated form. Unless the Administrator shall determine otherwise, # Awards may not consist of fractional shares and shall be rounded up to the nearest whole Share, and # fractional Shares shall not be issued under the Plan (and shall instead also be rounded as aforesaid).