{"id":43430,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/initial-public-offering-and-split-off-agreement-viacom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"initial-public-offering-and-split-off-agreement-viacom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/initial-public-offering-and-split-off-agreement-viacom-inc.html","title":{"rendered":"Initial Public Offering and Split-Off Agreement &#8211; Viacom Inc., Viacom International Inc. and Blockbuster Inc."},"content":{"rendered":"<pre>\n                INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT\n\n\n\n                          DATED AS OF AUGUST 16, 1999\n\n\n\n                                     AMONG\n\n\n\n                                  VIACOM INC.\n\n\n\n                           VIACOM INTERNATIONAL INC.\n\n\n\n                                      AND\n\n\n\n                               BLOCKBUSTER INC.\n\n \n                               TABLE OF CONTENTS\n\n                                                                            Page\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\nSection 1.01.    Definitions.................................................. 1\n\n                                  ARTICLE II\n                           THE IPO AND THE SPLIT-OFF\n\nSection 2.01.    The IPO and Other Primary Offerings.......................... 7\nSection 2.02.    The Split-Off................................................ 7\nSection 2.03.    Certain Stockholder Matters.................................. 7\nSection 2.04.    Prior Relationship........................................... 8\nSection 2.05.    Further Assurances Regarding the Split-Off................... 8\n\n                                  ARTICLE III\n                                   EXPENSES\n\nSection 3.01.    General...................................................... 9\nSection 3.02.    Certain Expenses Relating to the IPO and any Other\n                 Primary Offerings by Blockbuster............................. 9\nSection 3.03.    Certain Expenses Relating to the Split-Off................... 9\n\n                                  ARTICLE IV\n                             ACCESS TO INFORMATION\n\nSection 4.01.    Restrictions on Disclosure of Information....................10\nSection 4.02.    Legally Required Disclosure of Confidential Information......10\nSection 4.03.    Access to Information........................................11\nSection 4.04.    Record Retention.............................................11\n\n                                   ARTICLE V\n                                   COVENANTS\n\nSection 5.01.    Financial and Other Information..............................12\nSection 5.02.    No Violations................................................18\nSection 5.03.    Other Agreements.............................................18\n\n \n                                                                            Page\n                                                                            ----\n\n                                  ARTICLE VI\n                           ASSIGNMENT AND ASSUMPTION\n\nSection 6.01.    Assignment of Obligations....................................19\nSection 6.02.    Assumption of Obligations....................................19\nSection 6.03.    Assignment of Certain Employment Agreements..................19\nSection 6.04.    Assumption of Certain Employment Agreements..................19\n\n                                  ARTICLE VII\n                                    OPTIONS\n\nSection 7.01.    Options......................................................19\nSection 7.02.    Notice.......................................................20\nSection 7.03.    Option Exercise and Payment..................................20\nSection 7.04.    Effect of Failure to Exercise................................21\nSection 7.05.    IPO..........................................................21\nSection 7.06.    Termination of Options.......................................21\n\n                                 ARTICLE VIII\n                                INDEMNIFICATION\n\nSection 8.01.    Indemnification Procedures...................................21\n\n                                  ARTICLE IX\n            CONDITION TO CONSUMMATION OF TRANSACTIONS; TERMINATION\n\nSection 9.01.    Condition....................................................23\nSection 9.02.    Termination..................................................23\n\n                                   ARTICLE X\n                                 MISCELLANEOUS\n\nSection 10.01.   Limitation of Liability......................................23\nSection 10.02.   Further Assurances...........................................23\nSection 10.03.   Waiver.......................................................23\nSection 10.04.   Remedies.....................................................24\nSection 10.05.   Performance..................................................24\nSection 10.06.   References; Construction.....................................24\nSection 10.07.   Amendments...................................................24\nSection 10.08.   Successors and Assignment....................................24\nSection 10.09.   Severability.................................................24\nSection 10.10.   Entire Agreement.............................................25\nSection 10.11.   Notices......................................................25\n\n                                       ii\n\n \nSection 10.12.   Governing Law................................................25\nSection 10.13.   Counterparts.................................................26\n\nEXHIBITS\n\nExhibit A        Form of Release and Indemnification Agreement\nExhibit B        Form of Transition Services Agreement\nExhibit C        Form of Registration Rights Agreement\nExhibit D        Form of Tax Matters Agreement\n\n                                      iii\n\n \n                INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT\n                -----------------------------------------------\n\n          INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT (this \"Agreement\")\n                                                                 ---------  \ndated as of August 16, 1999, among Viacom Inc., a Delaware corporation\n                                                                      \n(\"Viacom\"), Viacom International Inc., a Delaware corporation and a wholly owned\n  ------                                                                        \nsubsidiary of Viacom (\"Viacom International\"), and Blockbuster Inc., a Delaware\n                       --------------------                                    \ncorporation and an indirect, wholly owned subsidiary of Viacom (\"Blockbuster\").\n                                                                 -----------    \nCertain capitalized terms used herein are defined in Article I of this\nAgreement.\n\n\n                                   RECITALS\n\n          WHEREAS, since September 29, 1994, Viacom has owned and operated the\nbusinesses and operations related to Blockbuster;\n\n          WHEREAS, Viacom presently intends to split off Blockbuster in a tax-\nfree transaction;\n\n          WHEREAS, prior to such split-off, Blockbuster proposes to issue shares\nof its common stock in an initial public offering registered under the\nSecurities Act of 1933, as amended; and\n\n          WHEREAS, the parties intend in this Agreement, including the Exhibits\nattached hereto, to set forth the principal arrangements between them regarding\nsuch initial public offering and such split-off.\n\n          NOW, THEREFORE, in consideration of the premises and the covenants and\nagreements contained herein, and for other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto\nagree as follows:\n\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n          Section 1.01.  Definitions.  As used in this Agreement, the following\n                         -----------                                           \nterms will have the following meanings, applicable both to the singular and the\nplural forms of the terms described:\n\n          \"Affiliates\" means, with respect to any specified Person, any Person\n           ----------                                                         \nthat directly, or indirectly through one or more intermediaries, controls, or is\ncontrolled by, or is under common control with such specified Person; provided,\n                                                                      -------- \nhowever, that prior to the Split-Off, Affiliates of Blockbuster or Viacom shall\n-------                                                                        \nonly include Persons who would be affiliates of Blockbuster or Viacom,\nrespectively, assuming that the Split-Off had occurred immediately prior to the\ndetermination as to whether such Person was an affiliate of Blockbuster or\nViacom, respectively.\n\n \n          \"Agreement\" has the meaning ascribed thereto in the Preamble.\n           ---------                                                   \n\n          \"Ancillary Agreements\" means the Registration Rights Agreement,\n           --------------------                                          \nTransition Services Agreement, the Release and Indemnification Agreement and the\nTax Matters Agreement.\n\n          \"Annual Financial Statements\" has the meaning ascribed thereto in\n           ---------------------------                                     \nSection 5.01(v).\n\n          \"Applicable Stock\" means at any time the (i) shares of Blockbuster\n           ----------------                                                 \nCommon Stock owned by Viacom and its Affiliates that were owned on the date\nhereof, plus (ii) shares of Blockbuster Class B Common Stock purchased by Viacom\n        ----                                                                    \nand its Affiliates pursuant to Article VII, plus (iii) shares of Blockbuster\n                                            ----                            \nCommon Stock that were issued to Viacom and its Affiliates in respect of shares\ndescribed in either clause (i) or clause (ii) in any reclassification, share\ncombination, share subdivision, share dividend, share exchange, merger,\nconsolidation or similar transaction or event.\n\n          \"Blockbuster\" has the meaning ascribed thereto in the Preamble.\n           -----------                                                   \n\n          \"Blockbuster Business\" has the meaning ascribed thereto in Section\n           --------------------                                             \n2.01(a)(i) of the Release and Indemnification Agreement.\n\n          \"Blockbuster Class A Common Stock\" means the class A common stock, par\n           --------------------------------                                     \nvalue $0.01 per share of Blockbuster.\n\n          \"Blockbuster Class B Common Stock\" means the class B common stock, par\n           --------------------------------                                     \nvalue $0.01 per share of Blockbuster.\n\n          \"Blockbuster Class B Common Stock Option\" has the meaning ascribed\n           ---------------------------------------                          \nthereto in Section 7.01(a).\n\n          \"Blockbuster Class B Common Stock Option Notice\" has the meaning\n           ----------------------------------------------                 \nascribed thereto in Section 7.02.\n\n          \"Blockbuster Common Stock\" means the Blockbuster Class B Common Stock,\n           ------------------------                                             \nthe Blockbuster Class A Common Stock, any other class of Blockbuster's capital\nstock representing the right to vote generally for the election of directors\nand, for so long as Blockbuster continues to be a subsidiary corporation\nincludible in a consolidated federal income tax return of the Viacom Group, any\nother security of Blockbuster treated as stock for purposes of Section 1504 of\nthe Code.\n\n          \"Blockbuster Public Documents\" has the meaning ascribed thereto in\n           ----------------------------                                     \nSection 5.01(viii).\n\n                                       2\n\n \n          \"Blockbuster Public Filings\" has the meaning ascribed thereto in\n           --------------------------                                     \nSection 5.01(xii).\n\n          \"Blockbuster Transfer Agent\" means the company designated by\n           --------------------------                                 \nBlockbuster as the transfer agent and registrar for the Blockbuster Class A\nCommon Stock and the Blockbuster Class B Common Stock.\n\n          \"Blockbuster's Auditors\" has the meaning ascribed thereto in Section\n           ----------------------                                             \n5.01(xiii).\n\n          \"Business\" means the Blockbuster Business or the Viacom Business, as\n           --------                                                           \nthe case may be.\n\n          \"Business Day\" means any day other than a Saturday, a Sunday, or a day\n           ------------                                                         \non which banking institutions located in the State of New York are authorized or\nobligated by law or executive order to close.\n\n          \"Code\" means the Internal Revenue Code of 1986, as amended from time\n           ----                                                               \nto time, together with the rules and regulations promulgated thereunder.\n\n          \"Confidential Information\" means, with respect to any party hereto,\n           ------------------------                                          \n(i) any Information concerning such party, its business or any of its Affiliates\nthat was obtained by another party hereto, (ii) any Information concerning such\nparty that is obtained by another party under Section 4.03, or (iii) any other\nInformation obtained by, or furnished to, another party hereto.\n\n          \"Control\" means the possession, direct or indirect, of the power to\n           -------                                                           \ndirect or cause the direction of the management and policies of a Person,\nwhether through the ownership of voting securities, by contract or otherwise.\n\n          \"Exchange Act\" means the Securities Exchange Act of 1934, as amended\n           ------------                                                       \nfrom time to time, together with the rules and regulations promulgated\nthereunder.\n\n          \"Indemnified Party\" means any Person who is entitled to received\n           -----------------                                              \npayment or defense from an Indemnifying Party pursuant to this Agreement.\n\n          \"Indemnifying Party\" means any party who is required to pay or defend\n           ------------------                                                  \nany other Person pursuant to this Agreement.\n\n          \"Information\" means all records, books, contracts, instruments,\n           -----------                                                   \ncomputer data and other data.\n\n          \"IPO\" means the initial public offering by Blockbuster of shares of\n           ---                                                               \nBlockbuster Class A Common Stock as contemplated by the IPO Registration\nStatement.\n\n                                       3\n\n \n          \"IPO Effective Date\" means the date on which the IPO Registration\n           ------------------                                              \nStatement is declared effective by the SEC.\n\n          \"IPO Registration Statement\" means the Registration Statement on Form\n           --------------------------                                          \nS-1, Registration No. 333-77899, of Blockbuster, including all exhibits thereto\nand as supplemented and amended from time to time.\n\n          \"Issuance Event\" has the meaning ascribed thereto in Section 7.02.\n           --------------                                                   \n\n          \"Issuance Event Date\" has the meaning ascribed thereto in Section\n           -------------------                                             \n7.02.\n\n          \"Losses\" has the meaning ascribed thereto in Section 2.01(a) of the\n           ------                                                            \nRelease and Indemnification Agreement.\n\n          \"Market Price\" of any shares of Blockbuster Class A Common Stock on\n           ------------                                                      \nany date means (i) the average of the last sale price of such shares on each of\nthe five trading days immediately preceding such date on the New York Stock\nExchange, Inc. or, if such shares are not listed thereon, on the principal\nnational securities exchange or automated interdealer quotation system on which\nsuch shares are traded or (ii) if such sale prices are unavailable or such\nshares are not so traded, the value of such shares on such date determined in\naccordance with agreed-upon procedures reasonably satisfactory to Blockbuster\nand Viacom.\n\n          \"Nonvoting Stock\" means any class of Blockbuster' capital stock not\n           ---------------                                                   \nrepresenting the right to vote generally for the election of directors.\n\n          \"Nonvoting Stock Option\" has the meaning ascribed thereto in Section\n           ----------------------                                             \n7.01(c).\n\n          \"Nonvoting Stock Option Notice\" has the meaning ascribed thereto in\n           -----------------------------                                     \nSection 7.02.\n\n          \"Ownership Percentage\" means, at any time, the fraction, expressed as\n           --------------------                                                \na percentage and rounded to the next highest thousandth of a percent, whose\nnumerator is the aggregate Value of the Applicable Stock and whose denominator\nis the sum of the aggregate Value of the outstanding shares of Blockbuster\nCommon Stock; provided, however, that any shares of Blockbuster Common Stock\n              --------  -------                                             \nissued by Blockbuster in violation of its obligations under Article VII of this\nAgreement shall not be deemed outstanding for the purpose of determining the\nOwnership Percentage.  For purposes of this definition, \"Value\" means, with\n                                                         -----             \nrespect to any share of stock, the value of such share determined by Viacom\nunder principles applicable for purposes of Section 1504 of the Code.\n\n          \"Owning Party\" has the meaning ascribed thereto in Section 4.02.\n           ------------                                                   \n\n                                       4\n\n \n          \"Person\" means any individual, corporation, limited or general\n           ------                                                       \npartnership, limited liability company, joint venture association, joint stock\ncompany, trust unincorporated organization or government or any agency or\npolitical subdivision thereof.\n\n          \"Prior Relationship\" means the ownership relationship between Viacom\n           ------------------                                                 \nand Blockbuster at any time prior to the Split-Off Date.\n\n          \"Public Filings\" has the meaning ascribed thereto in Section\n           --------------                                             \n5.01(xii).\n\n          \"Quarterly Financial Statements\" has the meaning ascribed thereto in\n           ------------------------------                                     \nSection 5.01(iv).\n\n          \"Registration Rights Agreement\" means the Registration Rights\n           -----------------------------                               \nAgreement to be entered into on or before the IPO Effective Date between Viacom\nand Blockbuster, in substantially the form attached hereto as Exhibit C.\n\n          \"Regulation S-K\" means Regulation S-K of the General Rules and\n           --------------                                               \nRegulations promulgated by the SEC.\n\n          \"Regulation S-X\" means Regulation S-X of the General Rules and\n           --------------                                               \nRegulations promulgated by the SEC.\n\n          \"Related Parties\" has the meaning ascribed thereto in Section 4.03.\n           ---------------                                                   \n\n          \"Release and Indemnification Agreement\" means the Release and\n           -------------------------------------                       \nIndemnification Agreement to be entered into on or before the IPO Effective Date\nbetween Viacom and Blockbuster, in substantially the form attached hereto as\nExhibit A.\n\n          \"Representatives\" means directors, officers, employees, agents,\n           ---------------                                               \nconsultants, advisors, accountants, attorneys and representatives.\n\n          \"Requestor\" has the meaning ascribed thereto in Section 4.03.\n           ---------                                                   \n\n          \"Retention Period\" has the meaning ascribed thereto in Section 4.04.\n           ----------------                                                   \n\n          \"SEC\" means the Securities and Exchange Commission.\n           ---                                               \n\n          \"Securities Act\" means the Securities Act of 1933, as amended from\n           --------------                                                   \ntime to time, together with the rules and regulations promulgated thereunder.\n\n          \"Split-Off\" means the distribution of Blockbuster Common Stock by\n           ---------                                                       \nViacom in one or more transactions occurring after the IPO that collectively\nhave the effect that all or a \n\n                                       5\n\n \nsubstantial part of the shares of Blockbuster Common Stock held by Viacom are\ndistributed to all or some of the stockholders of Viacom, whenever such\ntransaction(s) shall occur.\n\n          \"Split-Off Date\" is the date upon which the Split-Off is consummated.\n           --------------                                                      \n\n          \"Subsidiary\" means, with respect to any Person, any other Person a\n           ----------                                                       \nmajority of the equity ownership or voting stock of which is at the time owned,\ndirectly or indirectly, by such Person and\/or one or more other Subsidiaries of\nsuch Person; provided, however, that prior to the Split-Off, a Subsidiary of\n             --------  -------                                              \nViacom shall only include Persons who would be a Subsidiary of Viacom assuming\nthe Split-Off has occurred immediately prior to the determination as to whether\nsuch Person were a Subsidiary of Viacom.\n\n          \"Tax Matters Agreement\" means the Tax Matters Agreement to be entered\n           ---------------------                                               \ninto on or before the IPO Effective Date between Viacom and Blockbuster, in\nsubstantially the form as attached hereto as Exhibit D.\n\n          \"Third Party Claim\" has the meaning ascribed thereto in Section\n           -----------------                                             \n8.01(b).\n\n          \"Transition Services Agreement\" means the Transition Services\n           -----------------------------                               \nAgreement to be entered into on or before the IPO Effective Date between Viacom\nand Blockbuster, in substantially the form attached hereto as Exhibit B.\n\n          \"Underwriting Agreement\" means the Underwriting Agreement is between\n           ----------------------                                             \nBlockbuster and the underwriters relating to the IPO, as amended from time to\ntime.\n\n          \"Viacom\" has the meaning ascribed thereto in the Preamble.\n           ------                                                   \n\n          \"Viacom Annual Statements\" has the meaning ascribed thereto in Section\n           ------------------------                                             \n5.01(xiv).\n\n          \"Viacom Business\" means any assets, business or operations of Viacom\n           ---------------                                                    \nor any of its Affiliates other than the Blockbuster Business.\n\n          \"Viacom Class A Common Stock\" means the class A common stock, par\n           ---------------------------                                     \nvalue $0.01 per share, of Viacom.\n\n          \"Viacom Class B Common Stock\" means the class B common stock, par\n           ---------------------------                                     \nvalue $0.01 per share, of Viacom.\n\n          \"Viacom Common Stock\" means the Viacom Class A Common Stock and the\n           -------------------                                               \nViacom Class B Common Stock.\n\n                                       6\n\n \n          \"Viacom Group\" includes for federal income tax purposes, Viacom, its\n           ------------                                                       \nAffiliates, Blockbuster and its Affiliates.\n\n          \"Viacom International\" has the meaning ascribed thereto in the\n           --------------------                                         \nPreamble.\n\n          \"Viacom Public Filings\" has the meaning ascribed thereto in Section\n           ---------------------                                             \n5.01(xii).\n\n          \"Viacom's Auditors\" has the meaning ascribed thereto in Section\n           -----------------                                             \n5.01(xiv).\n\n          \"Viacom Transfer Agent\" means the company designated by Viacom as the\n           ---------------------                                               \ntransfer agent and registrar for the Viacom Common Stock.\n\n          \"Wherehouse Stock Purchase Agreement\" means the Stock Purchase\n           -----------------------------------                          \nAgreement, dated as of August 10, 1998, between Viacom International and\nWherehouse Entertainment, Inc.\n\n\n                                  ARTICLE II\n                           THE IPO AND THE SPLIT-OFF\n\n          Section 2.01.  The IPO and Other Primary Offerings.  Until the Split-\n                         -----------------------------------                  \nOff Date, Blockbuster shall consult with, and cooperate in all respects with,\nViacom in connection with any primary offering of the Blockbuster Common Stock\nor any other securities of Blockbuster and shall, at Viacom's direction,\npromptly take any and all actions necessary or desirable to consummate such\ntransactions.\n\n          Section 2.02.  The Split-Off.  Viacom currently intends, following the\n                         -------------                                          \nconsummation of the IPO, to complete the Split-Off at a date after September 29,\n1999.  Viacom shall, in its sole and absolute discretion, determine whether to\nproceed with all or part of the Split-Off and all terms of the Split-Off,\nincluding, without limitation, the form, structure and terms of any\ntransaction(s) and\/or offering(s) to effect the Split-Off and the timing of and\nconditions to the consummation of the Split-Off.  In addition, Viacom may at any\ntime and from time to time until the completion of the Split-Off abandon, modify\nor change any or all of the terms of the Split-Off, including, without\nlimitation, by accelerating or delaying the timing of the consummation of all or\npart of the Split-Off.  Blockbuster shall cooperate with Viacom in all\ncommercially reasonable respects to accomplish the Split-Off and shall, at\nViacom's direction, promptly take any and all actions necessary or desirable to\neffect the Split-Off, including, without limitation, the registration under the\nSecurities Act of Blockbuster Common Stock on an appropriate registration form\nor forms to be designated by Viacom.  Viacom shall select any investment\nbanker(s) and manager(s) in connection with the Split-Off, as well as any other\ninstitutions providing services in connection with the Split-Off.\n\n          Section 2.03.  Certain Stockholder Matters.  From and after the\n                         ---------------------------                     \ndistribution of Blockbuster Common Stock in connection with any transaction(s)\nincluded as part of the\n\n                                       7\n\n \nSplit-Off and until such Blockbuster Common Stock is duly transferred in\naccordance with applicable law, Blockbuster shall regard the Persons receiving\nBlockbuster Common Stock in such transaction(s) as record holders of Blockbuster\nCommon Stock in accordance with the terms of such transaction(s) without\nrequiring any action on the part of such Persons.  Blockbuster agrees that,\nsubject to any transfers of such stock, (a) each such holder shall be entitled\nto receive all dividends payable on, and exercise voting rights and all other\nrights and privileges with respect to, the shares of Blockbuster Common Stock\nthen held by such holder and (b) each such holder shall be entitled, without any\naction on the part of such holder, to receive one or more certificates\nrepresenting, or other evidence of ownership of, the shares of Blockbuster\nCommon Stock then held by such holder.  Viacom shall cooperate, and shall\ninstruct the Viacom Transfer Agent to cooperate, with Blockbuster and the\nBlockbuster Transfer Agent, and Blockbuster shall cooperate, and shall instruct\nthe Blockbuster Transfer Agent to cooperate, with Viacom and the Viacom Transfer\nAgent, in connection with all aspects of the Split-Off and all other matters\nrelating to the issuance and delivery of certificates representing, or other\nevidence of ownership of, the shares of Blockbuster Common Stock distributed to\nthe holders of Viacom Common Stock in connection with any transaction(s)\nincluded as part of the Split-Off.  Following the Split-Off, Viacom shall\npromptly, but in no event no later than two business days thereafter, instruct\nthe Viacom Transfer Agent to deliver to the Blockbuster Transfer Agent true,\ncorrect and complete copies of the stock and transfer records reflecting the\nholders of Viacom Common Stock receiving shares of Blockbuster Common Stock in\nconnection with any transaction(s) included as part of the Split-Off.\n\n          Section 2.04.  Prior Relationship.  Blockbuster, with respect to\n                         ------------------                               \nBlockbuster and its Affiliates, and Viacom, with respect to Viacom and its\nAffiliates, agree to take all commercially reasonable action to discontinue\ntheir respective uses as promptly as is commercially reasonable of any printed\nmaterial that indicates an ownership or other relationship between or among\nViacom and Blockbuster or any of their respective Affiliates that has changed as\na result of the IPO, the Split-Off or any other transactions contemplated\nhereby; provided that this Section 2.04 shall not prohibit the use of printed\n        --------                                                             \nmaterial containing appropriate and accurate references to such relationship.\n\n          Section 2.05.  Further Assurances Regarding the Split-Off.  In\n                         ------------------------------------------     \naddition to the actions specifically provided for elsewhere in this Agreement,\nBlockbuster shall, at Viacom's direction, use all commercially reasonable\nefforts to take, or cause to be taken, all actions, and to do, or cause to be\ndone, all things commercially reasonably necessary, proper or expeditious under\napplicable laws, regulations and agreements in order to consummate and make\neffective the Split-Off as promptly as reasonably practicable.  Without limiting\nthe generality of the foregoing, Blockbuster shall, at Viacom's direction,\ncooperate with Viacom, and execute and deliver, or use all commercially\nreasonable efforts to cause to have executed and delivered, all instruments,\nincluding instruments of conveyance, assignment and transfer, and to make all\nfilings with, and to obtain all consents, approvals or authorizations of, any\ndomestic or foreign governmental or regulatory authority requested by Viacom in\norder to consummate and make effective the Split-Off.\n\n                                       8\n\n \n                                  ARTICLE III\n                                   EXPENSES\n\n          Section 3.01.  General.  Except as otherwise provided in this\n                         -------                                       \nAgreement, the Ancillary Agreements or any other agreement between the parties\nrelating to the IPO or the Split-Off, all costs and expenses of either party\nhereto in connection with the IPO and the Split-Off shall be paid by the party\nthat incurs such costs and expenses.\n\n          Section 3.02.  Certain Expenses Relating to the IPO and any Other\n                         --------------------------------------------------\nPrimary Offerings by Blockbuster.  Except for the fees and disbursements related\n--------------------------------                                                \nto Viacom's counsel, accountants and other advisors, Blockbuster shall pay or\ncause to be paid all third party expenses relating to the IPO or any other\nprimary offering by Blockbuster prior to the Split-Off Date, including (i) the\npreparation, printing and filing of the IPO Registration Statement (including\nfinancial statements and exhibits) as originally filed and of each amendment\nthereto or any other registration statements, (ii) the preparation, printing and\ndelivery to any underwriters of any underwriting agreement, any agreement among\nunderwriters and any other documents as may be required in connection with the\noffering, purchase, sale, issuance or delivery of the Blockbuster Common Stock\nor any other securities of Blockbuster, (iii) the preparation, issuance and\ndelivery of the certificates for the Blockbuster Common Stock or any other\nsecurities of Blockbuster to any underwriters or any other purchasers, including\nany stock or other transfer taxes and any stamp or other duties payable upon the\nsale, issuance or delivery of the Blockbuster Common Stock or any other\nsecurities of Blockbuster to any underwriters or any other securities, (iv) the\nqualification of the Blockbuster Common Stock or any other securities of\nBlockbuster under the securities laws in accordance with any state (Blue Sky\nlaws), including filing fees and the reasonable fees and disbursements of\ncounsel for any underwriters in connection therewith and in connection with the\npreparation of the Blue Sky Survey and any supplement thereto, (v) the printing\nand delivery to any underwriters of copies of each preliminary prospectus, any\nterm sheets and of the final prospectus and any amendments or supplements\nthereto, (vi) the preparation, printing and delivery to any underwriters of\ncopies of the Blue Sky Survey and any supplement thereto, (vii) the fees and\nexpenses of any transfer agent or registrar for the Blockbuster Common Stock or\nany other securities of Blockbuster, (viii) the filing fees incident to, and the\nreasonable fees and disbursements of counsel to any underwriters in connection\nwith, the review by the National Association of Securities Dealers, Inc. (the\n\"NASD\") of the terms of the sale of the Blockbuster Common Stock or any other\nsecurities of Blockbuster and (ix) the fees and expenses incurred in connection\nwith the listing of the Blockbuster Common Stock or any other securities of\nBlockbuster on the New York Stock Exchange, any other national securities\nexchange or any national over the counter quotation system.\n\n          Section 3.03.  Certain Expenses Relating to the Split-Off.   Except\n                         ------------------------------------------          \nfor the fees and disbursements related to Blockbuster's counsel, accountants and\nother advisors, Viacom shall pay or cause to be paid all third party expenses\nrelating to the Split-Off, including (i) the fees and expenses of the\nunderwriter or dealer-manager, (ii) the preparation, printing, filing (including\nunder federal and state securities laws), mailing and publishing of the offering\nmaterials relating \n\n                                       9\n\n \nto the Blockbuster Common Stock, (iii) the preparation, printing and delivery of\nany certificates or documents entered into in connection with the Split-Off,\n(iv) the fees and expenses of any exchange agent, information agent, transfer\nagent or registrar for the Blockbuster Common Stock, (v) the fees and expenses\nincurred in connection with the listing of the Blockbuster Common Stock with the\nNASD or the New York Stock Exchange, any other national securities exchange or\nany national over the counter quotation system, if applicable and (vi) any other\nfees incurred in connection with the Split-Off.\n\n\n                                  ARTICLE IV\n                             ACCESS TO INFORMATION\n\n          Section 4.01.  Restrictions on Disclosure of Information.  (a)\n                         -----------------------------------------       \nWithout limiting any rights or obligations under any other agreement between or\namong the parties hereto and\/or any of their respective Affiliates relating to\nconfidentiality, for a period of three years following the date hereof, each of\nthe parties hereto agrees that it shall not, and shall not permit any of its\nAffiliates or Representatives to, disclose any Confidential Information to any\nPerson, other than to such Affiliates or Representatives on a need-to-know basis\nin connection with the purpose for which the Confidential Information was\noriginally disclosed.  Such Information shall no longer be deemed Confidential\nInformation, to the extent that it is or was (i) in the public domain other than\nby the breach of this Agreement or by breach of any other agreement between or\namong the parties hereto and\/or any of their respective Affiliates, (ii)\navailable to such party outside the context of the Prior Relationship on a\nnonconfidential basis prior to its disclosure by the other party, (iii) lawfully\nacquired outside the context of the Prior Relationship on a nonconfidential\nbasis or independently developed by, or on behalf of, such party by Persons who\ndo not have access to, or descriptions of, any such Confidential Information,\n(iv) required to be disclosed by law, governmental order or the rules and\nregulations of the SEC, or (v) mutually agreed to by the parties.\n\n          (b) Each of the parties hereto shall maintain, and shall cause its\nrespective Affiliates to maintain, policies and procedures, and develop such\nfurther policies and procedures as shall from time to time become necessary or\nappropriate, to ensure compliance with this Section 4.01.\n\n          Section 4.02.  Legally Required Disclosure of Confidential\n                         -------------------------------------------\nInformation.  If any of the parties to this Agreement or any of their respective\nAffiliates or Representatives become legally required to disclose any\nConfidential Information, such disclosing party shall promptly notify the party\nowning the Confidential Information (the \"Owning Party\") and shall use all\n                                          ------------                    \ncommercially reasonable efforts to cooperate with the Owning Party so that the\nOwning Party may seek a protective order or other appropriate remedy and\/or\nwaive compliance with this Section 4.02.  All expenses reasonably incurred in\nseeking a protective order or other remedy shall be borne by the Owning Party.\nIf such protective order or other remedy is not obtained, or if the Owning Party\nwaives compliance with this Section 4.02, the disclosing party or its Affiliate\nor Representative, as applicable, shall (a) disclose only that portion of the\nConfidential \n\n                                       10\n\n \nInformation it is compelled by law to disclose, (b) use all commercially\nreasonable efforts to obtain reliable assurance requested by the Owning Party\nthat confidential treatment will be accorded such Confidential Information, and\n(c) promptly provide the Owning Party with a copy of the Confidential\nInformation so disclosed, in the same form and format so disclosed, together\nwith a description of all Persons to whom such Confidential Information was\ndisclosed.\n\n          Section 4.03.  Access to Information.  (a)  During the Retention\n                         ---------------------                            \nPeriod, each of the parties hereto shall cooperate with and afford, and shall\ncause their respective Affiliates, Representatives, Subsidiaries, successors\nand\/or assignees, and shall use reasonable efforts to cause joint ventures that\nare not Affiliates (collectively, \"Related Parties\") to cooperate with, and\n                                   ---------------                         \nafford to the other party, reasonable access upon reasonable advance written\nrequest to all information (other than information created after the Split-Off\nDate (i) the disclosure of which would have the effect of waiving a legal\nprivilege, or (ii) which is the subject of a confidentiality agreement between\nsuch party and a third party which prohibits disclosure to the other party,\n                                                                           \nprovided that such party shall use all commercially reasonable efforts to obtain\n--------                                                                        \nsuch third party's consent to disclosure of such information) within such\nparty's or any Related Party's possession. Access to the requested information\nshall be provided so long as it relates to the requesting party's (the\n                                                                      \n\"Requestor\") assets, business and operations, and access is reasonably required\n----------                                                                     \nby the Requestor as a result of the parties' Prior Relationship for purposes of\nauditing, accounting, claims or litigation (except for claims or litigation\nbetween the parties hereto), employee benefits, regulatory or tax purposes or\nfulfilling disclosure or reporting obligations including, without limitation,\ninformation reasonably necessary for the preparation of reports required by or\nfiled under the Securities Act or the Exchange Act with respect to any period\nentirely or partially prior to the Split-Off Date or any other reasonable\npurpose.\n\n          (b) Each party agrees to cooperate fully to allow access to each\nothers employees (i) to the extent that they are reasonably necessary to discuss\nand explain all requested Information with and to the requesting party and (ii)\nwith respect to any claims brought against the other involving the conduct of\nthe Blockbuster Business prior to the Split-Off Date.\n\n          Section 4.04.  Record Retention.  (a)  Books and Records.  Viacom and\n                         ----------------                                      \nBlockbuster shall preserve and keep all of their respective books and records in\nthe possession of such party or its Related Parties, whether in electronic form\nor otherwise, for no less than the later of (i) the record retention policy of\nViacom and Blockbuster as in effect as of the Split-Off Date or (ii) any period\nas may be required by any laws, regulations or rulings promulgated thereunder of\nany jurisdiction (or of any political subdivision or taxing authority thereof)\n(the \"Retention Period\"), at such party's sole cost and expense.  Viacom shall\n      ----------------                                                        \ndeliver to Blockbuster on the Split-Off Date any and all original corporate\norganization books that Viacom has in its possession relating solely to the\nBlockbuster Business, copies of which Viacom may retain at its own expense.\nUpon reasonable prior written request, Viacom and Blockbuster shall deliver to\nthe other copies of any and all books and records that Viacom or Blockbuster, as\nthe case may be, has in its possession relating to the Blockbuster Business.\n\n                                       11\n\n \n                                   ARTICLE V\n                                   COVENANTS\n\n          Section 5.01.  Financial and Other Information.  Blockbuster (and\n                         -------------------------------                   \nViacom with respect to clause (xii) below) agrees that, for so long as Viacom is\nrequired to consolidate Blockbuster's results of operations and financial\nposition (determined in accordance with generally accepted accounting principles\nconsistently applied):\n\n          (i)     Blockbuster shall, and shall cause each of its Subsidiaries\n     to, maintain a system of internal accounting controls in accordance with\n     generally accepted accounting principles and SEC and tax related\n     requirements that will provide reasonable assurance that Blockbuster's and\n     such Subsidiaries' books, records and accounts fairly reflect all\n     transactions and dispositions of assets.\n\n          (ii)    Blockbuster shall, and shall cause each of its Subsidiaries\n     to, maintain a fiscal year which commences and ends on the same dates as\n     does Viacom's fiscal year of each calendar year.\n\n          (iii)   As soon as practicable, and in any event within ten Business\n     Days after the end of each month in each fiscal year of Blockbuster,\n     Blockbuster shall deliver to Viacom (a) a monthly consolidated income\n     statement and related schedules for Blockbuster and its Subsidiaries and\n     (b) a year-to-date consolidated income statement and related schedules for\n     Blockbuster and its Subsidiaries.  As soon as practicable, and in any event\n     within 20 Business Days (x) after the end of each of the first three\n     quarters in each fiscal year of Blockbuster, and (y) after the end of each\n     such fiscal year, Blockbuster shall deliver to Viacom a consolidated\n     balance sheet and related schedules and statement of cash flows and related\n     schedules for Blockbuster and its Subsidiaries for such fiscal quarter or\n     year end, as the case may be.\n\n          (iv)    As soon as practicable, and in any event within 35 days after\n     the end of each of the first three quarters in each fiscal year of\n     Blockbuster and no later than ten days before Blockbuster intends to file\n     its Quarterly Financial Statements (as defined below) with the SEC,\n     Blockbuster shall deliver to Viacom drafts of (A) the consolidated\n     financial statements of Blockbuster and its Subsidiaries (and notes\n     thereto) for such periods and for the period from the beginning of the\n     current fiscal year to the end of such quarter, setting forth in each case\n     in comparative form for each such fiscal quarter of Blockbuster the\n     consolidated figures (and notes thereto) for the corresponding quarter and\n     periods of the previous fiscal year and all in reasonable detail and\n     prepared in accordance with Article 10 of Regulation S-X, and (B) a\n     discussion and analysis by management of Blockbuster's and its\n     Subsidiaries' financial condition and results of operations for such fiscal\n     period, including, without limitation, an explanation of any material\n     adverse change, all in reasonable detail and prepared in accordance with\n     Item 303(b) of Regulation S-K. The information set forth in subsections (A)\n     and (B) above is herein referred to as the\n\n                                       12\n\n \n     \"Quarterly Financial Statements.\"  No later than the earlier of (x) two\n     -------------------------------                                        \n     Business Days prior to the date Blockbuster publicly files the Quarterly\n     Financial Statements with the SEC or otherwise makes such Quarterly\n     Financial Statements publicly available or (y) two Business Days prior to\n     the date on which Viacom has notified Blockbuster that it intends to file\n     its quarterly financial statements with the SEC, Blockbuster shall deliver\n     to Viacom the substantially final form of the Quarterly Financial\n     Statements certified by the chief financial officer of Blockbuster as\n     presenting fairly, in all material respects, the financial condition and\n     results of operations of Blockbuster and its Subsidiaries; provided that\n                                                                --------     \n     Blockbuster and Viacom shall actively consult with each other regarding any\n     changes (whether or not substantive) which Blockbuster may consider making\n     to its Quarterly Financial Statements and related disclosures prior to the\n     filing with the SEC.  In addition to the foregoing, no (a) Quarterly\n     Financial Statement or (b) any other document which refers, or contains\n     information with respect, to the ownership of Blockbuster by Viacom, the\n     separation of Blockbuster from Viacom or the Split-Off shall be filed with\n     the SEC or otherwise made public by Blockbuster or any of its Subsidiaries\n     without the prior consent of Viacom which shall not be unreasonably\n     withheld.  In any event, Blockbuster shall deliver to Viacom its final\n     Quarterly Report on Form 10-Q no later than 45 days after the end of each\n     of the first three quarters in each fiscal year of Blockbuster.  If the\n     time period required by the SEC for Blockbuster to file its Quarterly\n     Report on Form 10-Q is changed, Blockbuster and Viacom shall renegotiate in\n     good faith to set more appropriate time periods relating to the dates as\n     set forth in this Section 5.01(iv).  As soon as practicable but in no event\n     two Business Days prior to issuance, Blockbuster shall deliver to Viacom\n     copies of substantially final drafts of all of its quarterly earnings\n     releases.  In addition, within such two day period, Blockbuster shall\n     actively consult with Viacom regarding any changes (other than\n     typographical or other similar minor changes) to such substantially final\n     drafts.  Immediately following the issuance thereof, Blockbuster shall\n     deliver to Viacom final copies of such earnings releases.  Viacom shall\n     determine, in its sole discretion, the timing of Blockbuster's quarterly\n     earnings releases, provided that Blockbuster and Viacom will consult with\n                        --------                                              \n     each other on such timing if the senior management of Blockbuster notifies\n     Viacom that Blockbuster is required by law as advised by its counsel not to\n     release its earnings at such time as initially determined by Viacom.\n\n          (v)     Blockbuster shall deliver to Viacom as soon as practicable,\n     and in any event within 60 days after the end of each fiscal year of\n     Blockbuster and no later than 15 days before Blockbuster intends to file\n     its Annual Financial Statements with the SEC, (A) drafts of the\n     consolidated financial statements of Blockbuster (and notes thereto) for\n     such year, setting forth in each case in comparative form the consolidated\n     figures (and notes thereto) for the previous fiscal year and all in\n     reasonable detail and prepared in accordance with Regulation S-X and (B) a\n     discussion and analysis by management of Blockbuster's and its\n     Subsidiaries' financial condition and results of operations for such year,\n     including, without limitation, an explanation of any material adverse\n     change, all in reasonable detail and prepared in accordance with Item\n     303(a) of Regulation S-K. The information set forth in (A) and (B) above is\n     herein referred to as the \"Annual Financial\n                                ----------------\n\n                                       13\n\n \n     Statements.\" Blockbuster shall deliver to Viacom all material revisions to\n     -----------                  \n     such drafts as soon as any such revisions are prepared or made. No later\n     than the earlier of (x) five Business Days prior to the date Blockbuster\n     publicly files the Annual Financial Statements with the SEC or otherwise\n     makes such Annual Financial Statements publicly available or (y) five\n     Business Days prior to the date on which Viacom has notified Blockbuster\n     that it intends to file its annual financial statements with the SEC,\n     Blockbuster shall deliver to Viacom the final form of the Annual Financial\n     Statements certified by the chief financial officer of Blockbuster as\n     presenting fairly, in all material respects, the financial condition and\n     results of operations of Blockbuster and its Subsidiaries; provided that\n                                                                -------- \n     Blockbuster and Viacom shall actively consult with each other regarding any\n     changes (whether or not substantive) which Blockbuster may consider making\n     to its Annual Financial Statements and related disclosures prior to the\n     filing with the SEC. In addition to the foregoing, no (a) Annual Financial\n     Statement or (b) any other document which refers, or contains information\n     with respect, to the ownership of Blockbuster by Viacom, the separation of\n     Blockbuster from Viacom or the Split-Off shall be filed with the SEC or\n     otherwise made public by Blockbuster or any of its Subsidiaries without the\n     prior consent of Viacom which shall not be unreasonably withheld. In any\n     event, Blockbuster shall deliver to Viacom its final Annual Report on Form\n     10-K no later than 90 days after the end of each fiscal year of\n     Blockbuster. If the time period required by the SEC for Blockbuster to file\n     its Annual Report on Form 10-K is changed, Blockbuster and Viacom shall\n     renegotiate in good faith to set more appropriate time periods relating to\n     the dates as set forth in this Section 5.01(v). As soon as practicable but\n     in no event two Business Days prior to issuance, Blockbuster shall deliver\n     to Viacom copies of substantially final drafts of its annual earnings\n     releases. In addition, within such two day period, Blockbuster shall\n     actively consult with Viacom regarding any changes (other than\n     typographical or other similar minor changes) to such substantially final\n     drafts. Immediately following the issuance thereof, Blockbuster shall\n     deliver to Viacom final copies of the earnings release. Viacom shall\n     determine, in its sole discretion, the timing of Blockbuster's annual\n     earnings release, provided, that Blockbuster and Viacom will consult with\n                       --------                  \n     each other on such timing if the senior management of Blockbuster notifies\n     Viacom that Blockbuster is required by law as advised by its counsel not to\n     release its earnings at such time as initially determined by Viacom.\n\n          (vi)    Blockbuster shall deliver to Viacom all Quarterly and Annual\n     Financial Statements of each Subsidiary of Blockbuster which is itself\n     required to file financial statements with the SEC or otherwise make such\n     financial statements publicly available, with such financial statements to\n     be provided in the same manner and detail and on the same time schedule as\n     those financial statements of Blockbuster required to be delivered to\n     Viacom pursuant to this Section 5.01.\n\n          (vii)   All information provided by Blockbuster or any of its\n     Subsidiaries to Viacom pursuant to Sections 5.01(iii) through (vi)\n     inclusive shall be consistent in terms of format and detail and otherwise\n     with the procedures in effect on the date hereof with \n\n                                       14\n\n \n     respect to the provision of such financial information by the Blockbuster\n     Business and\/or Blockbuster and its Subsidiaries, as applicable, to Viacom\n     (and, where appropriate, as presently presented in financial reports to\n     Viacom's Board of Directors), with such changes therein as may be requested\n     by Viacom from time to time consistent with changes in reporting by sectors\n     and Subsidiaries of Viacom in accordance with generally accepted accounting\n     principles.\n\n          (viii)  Blockbuster and each of its Subsidiaries which files\n     information with the SEC shall deliver to Viacom:  (A) as soon as the same\n     are prepared, substantially final drafts of (x) all reports, notices and\n     proxy and information statements to be sent or made available by\n     Blockbuster or any of its Subsidiaries to their security holders, (y) all\n     regular, periodic and other reports to be filed under Sections 13, 14 and\n     15 of the Exchange Act (including current reports on Form 8-K and annual\n     reports to stockholders), and (z) all registration statements and\n     prospectuses to be filed by Blockbuster or any of its Subsidiaries with the\n     SEC or any securities exchange pursuant to the listed company manual (or\n     similar requirements) of such exchange (collectively, the documents\n     identified in clauses (x), (y) and (z) are referred to herein as\n     \"Blockbuster Public Documents\"); and (B) as soon as practicable, but in no\n     -----------------------------                                             \n     event later than four Business Days prior to the date the same are printed,\n     sent or filed, whichever is earliest, substantially final drafts of all\n     such Blockbuster Public Documents; provided that Blockbuster and Viacom\n                                        --------                            \n     shall actively consult with each other regarding any changes (whether or\n     not substantive) which Blockbuster may consider making to any of its\n     Blockbuster Public Documents and related disclosures prior to any\n     anticipated filing with the SEC.  In addition to the foregoing, no (a)\n     Blockbuster Public Document or (b) any other document which refers, or\n     contains information with respect, to the ownership of Blockbuster by\n     Viacom, the separation of Blockbuster from Viacom or the Split-Off shall be\n     filed with the SEC or otherwise made public by Blockbuster or any of its\n     Subsidiaries without the prior consent of Viacom which consent shall not\n     unreasonably be withheld.\n\n          (ix)    Blockbuster shall, as promptly as practicable, deliver to\n     Viacom copies of all annual and other budgets and financial projections\n     (consistent in terms of format and detail and otherwise with the procedures\n     in effect on the date hereof) relating to Blockbuster or any of its\n     Subsidiaries and shall provide Viacom an opportunity to meet with\n     management of Blockbuster to discuss such budgets and projections.\n\n          (x)     With reasonable promptness, Blockbuster shall deliver to\n     Viacom such additional financial and other information and data with\n     respect to Blockbuster and its Subsidiaries and their business, properties,\n     financial positions, results of operations and prospects as from time to\n     time may be reasonably requested by Viacom.\n\n          (xi)    Except with respect to Blockbuster's quarterly and annual\n     earnings releases, Blockbuster shall deliver to Viacom as soon as\n     practicable but in no event two Business Days prior to issuance, copies of\n     substantially final drafts of all press releases \n\n                                       15\n\n \n     and other statements to be made available by Blockbuster or any of its\n     Subsidiaries to employees of Blockbuster or any of its Subsidiaries or to\n     the public concerning material developments in the business, properties,\n     earnings, results of operations, financial condition or prospects of\n     Blockbuster or any of its Subsidiaries or the relationship between (A)\n     Blockbuster or any of its Subsidiaries and (B) Viacom or any of its\n     Affiliates. In addition, within such two day period, prior to the issuance\n     of any such press release or public statement, Blockbuster shall actively\n     consult with Viacom regarding any changes (other than typographical or\n     other similar minor changes) to such substantially final drafts.\n     Immediately following the issuance thereof, Blockbuster shall deliver to\n     Viacom copies of final drafts of all press releases and other public\n     statements.\n\n          (xii)   Viacom and Blockbuster shall cooperate fully, and cause their\n     respective accountants to cooperate fully, to the extent requested by the\n     other party in the preparation of the other party's public earnings\n     releases, annual reports on Form 10-K, quarterly reports on Form 10-Q, any\n     current reports on Form 8-K and any other proxy, information and\n     registration statements, reports, notices, prospectuses and any other\n     filings made by Viacom or Blockbuster with the SEC, any national securities\n     exchange or otherwise made publicly available (collectively, \"Viacom Public\n                                                                   -------------\n     Filings\" and the \"Blockbuster Public Filings\" and together, the \"Public\n     -------           --------------------------                     ------\n     Filings\").  Viacom and Blockbuster agree to provide to each other all\n     -------                                                              \n     information that the other party reasonably requests in connection with any\n     Public Filings or that, in the judgment of either party's, is required to\n     be disclosed or incorporated by reference therein under any law, rule or\n     regulation.  Such information shall be provided by such party in a timely\n     manner on the dates requested by the other party (which may be earlier than\n     the dates on which such party otherwise would be required hereunder to have\n     such information available) to enable the other party to prepare, print and\n     release all Public Filings on such dates as such party shall determine.\n     Viacom and Blockbuster shall use its reasonable best efforts to cause their\n     respective accountants to consent to any reference to them as experts in\n     any Public Filing required under any law, rule or regulation.  If and to\n     the extent requested by either party, the other party shall diligently and\n     promptly review all drafts of such Public Filing and prepare in a diligent\n     and timely fashion any portion of such Public Filing pertaining to that\n     party. Prior to any printing or public release of any Public Filing, an\n     appropriate executive officer of Viacom or Blockbuster shall, if requested\n     by the other party, certify that the information provided by such party\n     relating to such party, its Affiliates or its business in such Public\n     Filing is accurate, true and correct in all material respects.  Unless\n     required by law, rule, regulation or generally accepted accounted\n     principle, Blockbuster shall not publicly release any financial or other\n     information which significantly conflicts with the information with respect\n     to Blockbuster, any of its Affiliates or the Blockbuster Business that is\n     included in any Viacom Public Filing without Viacom's prior written\n     consent. Prior to the release or filing thereof, Viacom and Blockbuster\n     shall provide each other with a draft of any portion of a Public Filing\n     containing information relating to the other party and its Subsidiaries and\n     shall give such party an opportunity to review such \n\n                                       16\n\n \n     information and comment thereon; provided that the other party shall\n                                      -------- \n     determine in its sole discretion the final form and content of all Public\n     Filings.\n\n          (xiii)  Blockbuster shall not change its independent certified public\n     accountants (\"Blockbuster's Auditors\") without Viacom's prior consent.\n                   ----------------------                                  \n\n          (xiv)   Blockbuster shall use its reasonable best efforts to enable\n     the Blockbuster Auditors to complete their audit such that they will date\n     their opinion on Blockbuster's audited annual financial statements on the\n     same date that Viacom's independent certified public accountants (\"Viacom's\n                                                                        --------\n     Auditors\") date their opinion on Viacom's audited annual financial\n     --------\n     statements (the \"Viacom Annual Statements\"), and to enable Viacom to meet\n                      ------------------------                                \n     its timetable for the printing, filing and public dissemination of the\n     Viacom Annual Statements.\n\n          (xv)    Blockbuster shall authorize Blockbuster's Auditors to make\n     available to Viacom's Auditors both the personnel who performed or are\n     performing the annual audit of Blockbuster and work papers related to the\n     annual audit of Blockbuster, in all cases within a reasonable time prior to\n     Blockbuster's Auditors' opinion date, so that Viacom's Auditors are able to\n     perform the procedures they consider necessary to take responsibility for\n     the work of Blockbuster's Auditors as it relates to Viacom's Auditors'\n     report on Viacom's statements, all within sufficient time to enable Viacom\n     to meet its timetable for the printing, filing and public dissemination of\n     the Viacom Annual Statements.\n\n          (xvi)   Blockbuster shall provide Viacom's internal auditors access to\n     Blockbuster's and its Subsidiaries, books and records so that Viacom may\n     conduct reasonable audits relating to the financial statements provided by\n     Blockbuster pursuant hereto as well as to the internal accounting controls\n     and operations of Blockbuster and its Subsidiaries.\n\n          (xvii)  Blockbuster shall give Viacom as much prior notice as is\n     reasonably practical of any proposed determination of, or any changes in,\n     its accounting estimates or accounting principles from those in effect on\n     the date hereof.  Blockbuster will consult with Viacom and, if requested by\n     Viacom, Blockbuster will consult with Viacom's independent public\n     accountants with respect thereto.  Blockbuster will not make such\n     determination or changes without Viacom's prior consent, which shall not be\n     unreasonably withheld.\n\n          (xviii) Notwithstanding clause (xvii) above, Blockbuster shall make\n     any changes in its accounting estimates or accounting principles that are\n     requested by Viacom in order for Blockbuster's accounting estimates and\n     principles to be consistent with those of Viacom.\n\n                                       17\n\n \nNothing in this Section 5.01 shall require Blockbuster to violate any agreement\nwith any of its customers, suppliers or other third parties regarding the\nconfidentiality of commercially sensitive information relating to that customer,\nsuppliers or other third parties or its business; provided that in the event\n                                                  --------                  \nthat Blockbuster is required under this Section 5.01 to disclose any such\ninformation, Blockbuster shall use all commercially reasonable efforts to seek\nto obtain such customer's, suppliers' or other third parties, consent to the\ndisclosure of such information.\n\n          For the purposes of these covenants, Viacom and Blockbuster understand\nand appreciate that their mutual interests will be best served by effecting a\nrapid and fair resolution of any claims or disputes which may arise out of this\nSection 5.01.  Therefore, each party agrees to use its reasonable best efforts\nto resolve all such disputes as rapidly as possible on a fair and equitable\nbasis.  Toward this end, each party agrees to develop and follow a process for\npresenting, rapidly assessing, and settling claims and other disputes on a fair\nand equitable basis. If any dispute or claim arising under this Section 5.01\ncannot be readily resolved by the parties, the parties agree to refer the matter\nto the chief financial officers of each party who shall meet and attempt to\nresolve the dispute within fifteen days from the date the dispute was brought\nbefore their attention.  If any dispute or claim arising under this Section 5.01\ncannot be resolved by chief financial officers, the parties agree to refer the\nmatter to a senior auditing partner of a nationally recognized  accounting firm\nnot currently providing services to either party.\n\n          Section 5.02.  No Violations.  (a)  For so long as the Ownership\n                         -------------                                    \nPercentage is equal to or greater than 50%, Blockbuster covenants and agrees\nthat it will not take any action or enter into any commitment or agreement which\nmay reasonably be anticipated to result, with or without notice and with or\nwithout lapse of time or otherwise, in a contravention or event of default by\nany of its Affiliates of (i) any provisions of applicable law or regulation,\nincluding but not limited to provisions pertaining to the Code or the Employee\nRetirement Income Security Act of 1974, as amended, (ii) any provision of\nViacom's certificate of incorporation or bylaws, (iii) any credit agreement or\nother material agreements (including agreements relating to covenants not to\ncompete) binding upon Viacom or (iv) any judgment, order or decree of any\ngovernmental body, agency or court having jurisdiction over Viacom or any of its\nrespective assets.\n\n          (b) Blockbuster and Viacom agree to provide to the other any\ninformation and documentation requested by the other for the purpose of\nevaluating and ensuring compliance with Section 5.02(a) hereof.\n\n          (c) Notwithstanding the foregoing Section 5.01, nothing in this\nAgreement is intended to limit or restrict in any way Viacom's right's as a\nstockholder of Blockbuster.\n\n          Section 5.03.  Other Agreements.  On or prior to the consummation of\n                         ----------------                                     \nthe IPO, Viacom and Blockbuster shall have executed and delivered to each other\neach of the Ancillary Agreements.\n\n                                       18\n\n \n                                  ARTICLE VI\n                           ASSIGNMENT AND ASSUMPTION\n\n          Section 6.01.  Assignment of Obligations.  Pursuant to the assignment\n                         -------------------------                             \nprovision of Section 10.07 of the Wherehouse Stock Purchase Agreement, Viacom\nInternational hereby transfers, conveys, sets over and assigns to Blockbuster\nany and all rights under the Wherehouse Stock Purchase Agreement and any\nancillary agreements executed in connection therewith.\n\n          Section 6.02.  Assumption of Obligations.  Blockbuster hereby\n                         -------------------------                     \nundertakes, assumes and agrees to perform all of the duties, obligations and\nliabilities of Viacom International under the Wherehouse Stock Purchase\nAgreement and any ancillary agreements executed in connection therewith.\n\n          Section 6.03.  Assignment of Certain Employment Agreements.  On or\n                         -------------------------------------------        \nabout the Split-Off Date, Viacom will transfer, convey, set over and assign to\nBlockbuster any and all employment agreements between \"Blockbuster Entertainment\nGroup, a business unit of Viacom,\" and the employees who are a party to such\nemployment agreements.\n\n          Section 6.04.  Assumption of Certain Employment Agreements.  On or\n                         -------------------------------------------        \nabout the Split-Off Date, Blockbuster will undertake, assume and agree to\nperform all of the duties, obligations and liabilities of \"Blockbuster\nEntertainment Group, a business unit of Viacom,\" under the employment agreements\nreferred to in Section 6.03 herein.\n\n\n                                  ARTICLE VII\n                                    OPTIONS\n                                        \n          Section 7.01.  Options.  (a)  Blockbuster hereby grants to Viacom\n                         -------                                           \nInternational, on the terms and conditions set forth herein, a continuing right\n(the \"Blockbuster Class B Common Stock Option\") to purchase from Blockbuster, at\n      ---------------------------------------                                   \nthe times set forth herein, such number of shares of Blockbuster Class B Common\nStock as is necessary to allow the Viacom International to maintain the\nOwnership Percentage.  The exercise price for the shares of Blockbuster Class B\nCommon Stock purchased pursuant to the Blockbuster Class B Common Stock Option\nshall be the Market Price of the Blockbuster Class A Common Stock as of the date\nof first delivery of notice of exercise of the Blockbuster Class B Common Stock\nOption by Viacom International to Blockbuster.\n\n          (b) The provisions of Section 7.01(a) hereof notwithstanding, the\nBlockbuster Class B Common Stock Option granted pursuant to Section 7.01(a)\nshall not apply and shall not be exercisable in connection with the issuance by\nBlockbuster of any shares of Blockbuster Common Stock pursuant to any stock\noption or other executive or employee benefit or compensation plan maintained by\nBlockbuster, so long as, from and after the date hereof and prior to the\nissuance of such shares, Blockbuster or Viacom International has repurchased\nfrom \n\n                                       19\n\n \nshareholders and Blockbuster has not subsequently reissued a number of shares\nequal or greater to the number of shares to be issued in any such issuance.\n\n          (c) Blockbuster hereby grants to Viacom International, on the terms\nand conditions set forth herein, a continuing right (the \"Nonvoting Stock\n                                                          ---------------\nOption\" and, together with the Blockbuster Class B Common Stock Option, the\n                                                                           \n\"Options\") to purchase from Blockbuster, at the times set forth herein, such\n--------                                                                    \nnumber of shares of Nonvoting Stock as is necessary to allow the Viacom\nInternational to own 80 percent of each class of outstanding Nonvoting Stock.\nThe exercise price for the shares of Nonvoting Stock purchased pursuant to the\nNonvoting Stock Option shall be the price at which such Nonvoting Stock is then\nbeing sold to third parties, or, if no Nonvoting Stock is being sold, the fair\nmarket value thereof as determined in good faith by an independent investment\nadvisor.\n \n          Section 7.02.  Notice.  At least two business days prior to the\n                         ------                                          \nissuance of any shares of Blockbuster Common Stock (other than in connection\nwith the IPO, including the full exercise of all underwriters' over-allotment\noptions granted in connection therewith and other than issuances of Blockbuster\nCommon Stock Viacom International) or the first date on which any event could\noccur that, in the absence of a full or partial exercise of the Blockbuster\nClass B Common Stock Option, would result in a reduction in the Ownership\nPercentage, Blockbuster will notify Viacom International in writing (a\n                                                                      \n\"Blockbuster Class B Common Stock Option Notice\") of any plans it has to issue\n-----------------------------------------------                               \nsuch shares or the date on which such event could first occur. At least two\nbusiness days prior to the issuance of any shares of Nonvoting Stock (other than\nissuances of Nonvoting Stock to Viacom International) or the first date on which\nany event could occur that, in the absence of a full or partial exercise of the\nNonvoting Stock Option, would result in the Viacom International owning less\nthan 80 percent of each class of outstanding Nonvoting Stock, Blockbuster will\nnotify Viacom International in writing (a \"Nonvoting Stock Option Notice\" and,\n                                           -----------------------------      \ntogether with a Blockbuster Class B Common Stock Option Notice, an \"Option\n                                                                    ------\nNotice\") of any plans it has to issue such shares or the date on which such\n------                                                                     \nevent could first occur.  Each Option Notice must specify the date on which\nBlockbuster intends to issue such additional shares or on which such event could\nfirst occur (such issuance or event being referred to herein as an \"Issuance\n                                                                    --------\nEvent\" and the date of such issuance or event as an \"Issuance Event Date\"), the\n-----                                                -------------------       \nnumber of shares Blockbuster intends to issue or may issue and the other terms\nand conditions of such Issuance Event.\n \n          Section 7.03.  Option Exercise and Payment.  The Blockbuster Class B\n                         ---------------------------                          \nCommon Stock Option may be exercised by Viacom International for a number of\nshares equal to or less than the number of shares that are necessary for the\nViacom International to maintain, in the aggregate, the then-current Ownership\nPercentage.  The Nonvoting Stock Option may be exercised by Viacom International\nfor a number of shares equal to or less than the number of shares that are\nnecessary for the Viacom International to own, in the aggregate, 80 percent of\neach class of outstanding Nonvoting Stock.  Each Option may be exercised at any\ntime after receipt of an applicable Option Notice and prior to the applicable\nIssuance Event Date by the delivery to Blockbuster of a written notice to such\neffect specifying (i) the number of shares of \n\n                                       20\n\n \nBlockbuster Class B Common Stock or Nonvoting Stock, as the case may be, to be\npurchased by Viacom International and (ii) a calculation of the exercise price\nfor such shares. Upon any such exercise of either Option, Blockbuster will,\nprior to the applicable Issuance Event Date, deliver to Viacom International,\nagainst payment therefor, certificates (issued in the name of Viacom\nInternational) representing the shares of Blockbuster Class B Common Stock or\nNonvoting Stock, as the case may be, being purchased upon such exercise. Payment\nfor such shares shall be made by wire transfer or intrabank transfer of\nimmediately-available funds to such account as shall be specified by\nBlockbuster, for the full purchase price for such shares.\n \n          Section 7.04.  Effect of Failure to Exercise.  Except as provided in\n                         -----------------------------                        \nSection 7.06, any failure by Viacom International to exercise either Option, or\nany exercise for less than all shares purchasable under either Option, in\nconnection with any particular Issuance Event shall not affect Viacom\nInternational's right to exercise the relevant Option in connection with any\nsubsequent Issuance Event.\n \n          Section 7.05.  IPO.  Notwithstanding the foregoing, Viacom\n                         ---                                        \nInternational shall not be entitled to exercise the Blockbuster Class B Common\nStock Option in connection with the IPO of the Blockbuster Class A Common Stock\nif, upon the completion of the IPO, including the full exercise of all\nunderwriters' over-allotment options granted in connection therewith, the\nOwnership Percentage would be greater than 80%.\n \n          Section 7.06.  Termination of Options.  The Options shall terminate\n                         ----------------------                              \nupon the occurrence of any Issuance Event that, after considering Viacom\nInternational's response thereto and to any other Issuance Events, results in\nthe Ownership Percentage being less than 45%, other than any Issuance Event in\nviolation of this Agreement.\n\n\n                                 ARTICLE VIII\n                                INDEMNIFICATION\n\n          Section 8.01.  Indemnification Procedures.  (a)  The indemnification\n                         --------------------------                           \nprocedures set forth in Section 8.01(b) herein are applicable to any indemnity\ngranted pursuant to the Ancillary Agreements (other than the Tax Matters\nAgreement).\n\n          (b) If a claim or demand is made against an Indemnified Party by any\nPerson who is not a party to the Ancillary Agreements (a \"Third Party Claim\") as\n                                                          -----------------     \nto which such Indemnified Party is entitled to indemnification pursuant to the\nAncillary Agreements, such Indemnified Party shall give the Indemnifying Party\nnotice of such Third Party Claim, as promptly as practicable, but in any event\nno later than 15 days of the receipt by the Indemnified Party of such notice;\n                                                                             \nprovided, however, that the failure to provide such notice shall not release the\n--------  -------                                                               \nIndemnifying Party from any of its obligations under the Ancillary Agreements\nexcept to the extent the Indemnifying Party is materially prejudiced by such\nfailure and shall not relieve the Indemnifying Party from any other obligation\nor liability that it may have to any Indemnified Party otherwise than under the\nAncillary Agreements.  If the Indemnifying Party acknowledges in \n\n                                       21\n\n \nwriting its obligations to indemnify the Indemnified Party hereunder against any\nLosses that may result from such Third Party Claim, then such Indemnifying Party\nshall be entitled to assume and control the defense of such Third Party Claim at\nits expense and through counsel of its choice, subject to the approval of the\nIndemnified Party (which approval shall not be unreasonably withheld or\ndelayed), if it gives notice of its intention to do so to the Indemnified Party\nwithin 15 business days of the receipt of such notice from the Indemnified\nParty; provided, however, that if there exists or is reasonably likely to exist\n       --------  -------                                                       \na conflict of interest that would make it inappropriate in the reasonable\njudgment of the Indemnified Party for the same counsel to represent both the\nIndemnified Party and the Indemnifying Party, then the Indemnified Party shall\nbe entitled to retain its own counsel, in each jurisdiction for which the\nIndemnified Party determines counsel is required to participate in such defense,\nat the expense of the Indemnifying Party. In the event the Indemnifying Party\nexercises the right to undertake any such defense against any such Third Party\nClaim as provided above, the Indemnified Party shall cooperate with the\nIndemnifying Party in such defense and make available to the Indemnifying Party,\nat the Indemnifying Party's expense, all witnesses, pertinent records, materials\nand information in the Indemnified Party's possession or under the Indemnified\nParty's control relating thereto as is reasonably required by the Indemnifying\nParty, subject to reimbursement of reasonable out-of-pocket expenses. Similarly,\nin the event the Indemnified Party is, directly or indirectly, conducting the\ndefense against any such Third Party Claim, the Indemnifying Party shall\ncooperate with the Indemnified Party in such defense and make available to the\nIndemnified Party all such witnesses, records, materials and information in the\nIndemnifying Party's possession or under the Indemnifying Party's control\nrelating thereto as is reasonably required by the Indemnified Party, subject to\nreimbursement of reasonable out-of-pocket expenses. No such Third Party Claim\nmay be settled by the Indemnifying Party without the prior written consent of\nthe Indemnified Party (which shall not be unreasonably withheld or delayed)\nunless such settlement is solely for money and includes an unconditional release\nof each Indemnified Party from any and all Losses arising out of such action,\nclaim, suit or proceeding and would not otherwise adversely affect the\nIndemnified Party. No such Third Party Claim may be settled by the Indemnified\nParty without the prior written consent of the Indemnifying Party which shall\nnot be unreasonably withheld or delayed.\n\n          Notwithstanding the foregoing, the Indemnifying Party shall not be\nentitled to assume the defense of any Third Party Claim and shall be liable for\nthe fees and expenses of counsel incurred by the Indemnified Party in defending\nsuch Third Party Claim if the Third Party Claim seeks an order, injunction or\nother equitable relief or relief for other than money damages against the\nIndemnified Party which the Indemnified Party reasonably determines, after\nconferring with its counsel, cannot be separated from any related claim for\nmoney damages.  If such equitable relief or other relief portion of the Third\nParty Claim can be so separated from that for money damages, the Indemnifying\nParty shall be entitled to assume the defense of the portion relating to money\ndamages.\n\n                                       22\n\n \n                                  ARTICLE IX\n            CONDITION TO CONSUMMATION OF TRANSACTIONS; TERMINATION\n\n          Section 9.01.  Condition.  Consummation of the transactions provided\n                         ---------                                            \nfor in this Agreement and the Ancillary Agreements is conditioned upon, and\nshall only be effected upon or after (i) the final approval of the IPO by the\nBoard of Directors of Blockbuster and Viacom, (ii) the final approval of the\nSplit-Off by the Board of Directors of Viacom and (iii) the closing of the IPO.\n\n          Section 9.02.  Termination.  This Agreement may be terminated and the\n                         -----------                                           \nIPO and Split-Off abandoned by the Board of Directors of Viacom in its sole\ndiscretion, without the approval of Blockbuster at any time prior to the IPO\nEffective Date or Split-Off Date, as applicable.  In the event of any such\ntermination, no party shall have any liability of any kind to the other party.\n\n\n                                   ARTICLE X\n                                 MISCELLANEOUS\n\n          Section 10.01.  Limitation of Liability.  Neither Viacom nor\n                          -----------------------                     \nBlockbuster shall be liable to the other for any special, indirect, incidental\nor consequential damages of the other arising in connection with this Agreement.\n\n          Section 10.02.  Further Assurances.  Each party agrees to execute,\n                          ------------------                                \nacknowledge, deliver, file, record and publish such further certificates,\namendments to certificates, instruments and documents, and do all such other\nacts and things as may be required by law, or as may be required to carry out\nthe intent and purposes of this Agreement and the Ancillary Agreements and the\ntranslations contemplated thereby.\n\n          Section 10.03.  Waiver.  The observance of any term of this\n                          ------                                     \nAgreement may be waived (either generally or in a particular instance and either\nretroactively or prospectively) by the party entitled to enforce such term, but\nsuch waiver shall be effective only if it is in writing signed by a duly\nauthorized officer of the party against which such waiver is to be asserted.\nUnless other expressly provided in this Agreement, no delay or omission on the\npart of any party in exercising any right or privilege under this Agreement\nshall operate as a waiver thereof, nor shall any waiver on the part of any party\nof any right or privilege under this Agreement operates as a waiver of any other\nright or privilege under this Agreement nor shall any single or partial exercise\nof any right or privilege preclude any other or future exercise thereof or the\nexercise of any other right or privilege under this Agreement.  No failure by\neither party to take any action or assert any right or privilege hereunder shall\nbe deemed to be a waiver of such right or privilege in the event of the\ncontinuation or repetition of the circumstances giving rise to such right unless\nexpressly waived in writing by the party against whom the existence of such\nwaiver is asserted.\n\n                                       23\n\n \n          Section 10.04.  Remedies.  Each of Viacom and Blockbuster\n                          --------                                 \nacknowledges and agrees that under certain circumstances the breach by Viacom or\nany of its Affiliates or Blockbuster or any of its Affiliates of a term or\nprovision of this Agreement will materially and irreparably harm the other\nparty, that money damages will accordingly not be an adequate remedy for such\nbreach and that the non-defaulting party, in its sole discretion and in addition\nto its rights under this Agreement and any other remedies it may have at law or\nin equity, may apply to any court of law or equity of competent jurisdiction for\nspecific performance and\/or other injunctive relief in order to enforce or\nprevent any breach of the provisions of this Agreement.\n\n          Section 10.05.  Performance.  Each of the parties hereto shall use\n                          -----------                                       \nall commercially reasonable efforts to cause to be performed all actions,\nagreements and obligations set forth herein to be performed by any Affiliate of\nsuch party.\n\n          Section 10.06.  References; Construction.  The table of contents\n                          ------------------------                        \nand the section and other headings and subheadings contained in this Agreement\nand the exhibits hereto are solely for the purpose of reference, are not part of\nthe agreement of the parties hereto, and shall not in any way affect the meaning\nor interpretation of this Agreement or any exhibit hereto.  All references to\ndays or months shall be deemed references to calendar days or months.  Unless\nthe context otherwise requires, any reference to a \"Section\" or an \"Exhibit\"\nshall be deemed to refer to a section of this Agreement or an exhibit to this\nAgreement, as applicable.  The words \"hereof,\" \"herein\" and \"hereunder\" and\nwords of similar import referring to this Agreement refer to this Agreement as a\nwhole and not to any particular provision of this Agreement.  This Agreement\nshall be construed without regard to any presumption or rule requiring\nconstruction or interpretation against the party drafting or causing the\ndocument to be drafted.\n\n          Section 10.07.  Amendments.  This Agreement shall not be\n                          ----------                              \nsupplemented, amended or modified in any manner whatsoever (including without\nlimitation by course of dealing or of performance or usage of trade) except in\nwriting signed by the parties.\n\n          Section 10.08.  Successors and Assignment.  This Agreement shall\n                          -------------------------                       \nbe binding upon and inure to the benefit of the parties and their respective\nsuccessors and permitted assigns. Except as set forth below, this Agreement may\nnot be assigned by any party by operation of law or otherwise without the\nexpress written consent of the other party (which consent may be granted or\nwithheld).  The Option granted to Viacom International pursuant to Article VII\nhereof may be assigned to Viacom or any Subsidiary of Viacom.\n\n          Section 10.09.  Severability.  Wherever possible, each provision\n                          ------------                                    \nof this Agreement shall be interpreted in such a manner as to be effective and\nvalid under applicable law.  If any portion of this Agreement is declared\ninvalid for any reason in any jurisdiction, such declaration shall have no\neffect upon the remaining portions of this Agreement, which shall continue in\nfull force and effect as if this Agreement had been executed with the invalid\nportions thereof deleted; provided that the entirety of this Agreement shall\n                          --------                                          \ncontinue in full force and effect in all other jurisdictions.\n\n                                       24\n\n \n          Section 10.10.  Entire Agreement.  Other than the Ancillary\n                          ----------------                           \nAgreements, this Agreement constitutes the entire agreement of the parties\nhereto with respect to the subject matter hereof and thereof and supersede all\nprior agreements, including Article 7 of the Asset Purchase Agreement dated June\n7, 1999 between Viacom Entertainment Canada Inc. and Blockbuster Canada Inc.,\nand undertakings, both written and oral, between the parties with respect to the\nsubject matter hereof and thereof.\n\n          Section 10.11.  Notices.  All notices, consents, requests, approvals, \n                          -------                                   \nand other communications provided for or required herein, and all legal process\nin regard thereto, must be in writing and shall be deemed validly given, made or\nserved, (a) when delivered personally or sent by telecopy to the facsimile\nnumber indicated below with a required confirmation copy sent in accordance with\nsubsection (c) below; or (b) on the next business day after delivery to a\nnationally-recognized express delivery service with instructions and payment for\novernight delivery; or (c) on the fifth (5th) day after deposited in any\ndepository regularly maintained by the United States postal service, postage\nprepaid, certified or registered mail, return receipt requested, addressed to\nthe following addresses or to such other address as the party to be notified\nshall have specified to the other party in accordance with this section:\n\n          If to Viacom:\n\n               Viacom Inc.\n               1515 Broadway\n               New York New York  10036\n               Attention:  Michael D. Fricklas, General Counsel\n               Phone Number:  212-258-6070\n               Fax Number:  212-258-6099\n\n          If to Blockbuster:\n\n               Blockbuster Inc.\n               1201 Elm Street\n               Dallas, Texas  75270\n               Attention:  Ed Stead, General Counsel\n               Phone Number:  214-854-3499\n               Fax Number:  214-854-3677\n\n          Section 10.12.  Governing Law.  This Agreement shall be governed by \n                          -------------                                   \nand construed in accordance with the laws of the State of New York.  Each of\nthe parties hereto agrees that any dispute relating to or arising from this\nAgreement or the transactions contemplated hereby shall be resolved only in the\ncourt of the State of New York sitting in the County of New York or the United\nStates District Court for the Southern District of New York and the appellate\ncourt having jurisdiction of appeals in such courts.  In that context, and\nwithout \n\n                                       25\n\n \nlimiting the generality of the foregoing, each of the parties hereby irrevocably\nand unconditionally:\n\n          (a) submits for itself and its property in any legal suit, action or\n     proceeding relating to this Agreement or any transaction contemplated\n     hereby, or for recognition and enforcement of any judgment in respect\n     thereof, to the exclusive jurisdiction of the courts of the State of New\n     York sitting in the County of New York or the United States District Court\n     for the Southern District of New York and appellate court having\n     jurisdiction of appeals in such courts, and each of the parties hereto\n     irrevocably and unconditionally agrees that all claims in respect of any\n     such suit, action, or proceeding shall be heard and determined in such New\n     York State court or, to the extent permitted by law, in such federal court;\n\n          (b) consents that any such suit, action or proceeding may and shall be\n     brought in such courts and waives any objection that it may now or\n     hereafter have to the venue or jurisdiction or any such action or\n     proceeding in such court or that such action or proceeding was brought in\n     an inconvenient forum and agrees not to plead or claim the same;\n\n          (c) agrees that service of process in any such action or proceeding\n     may be effected by mailing a copy thereof by registered or certified mail\n     (or any substantially similar form of mail), postage prepaid, to such party\n     in its address as provided in Section 10.11 hereof;\n\n          (d) agrees that nothing herein shall affect the right to effect\n     service of process in any other manner permitted by New York law; and\n\n          (e) agrees that this Agreement has been entered into in the State of\n     New York and performed in part in the State of New York.\n\n          Section 10.13.  Counterparts.  This Agreement may be executed in two\n                          ------------                                        \nor more counterparts, each of which shall be deemed an original, and all of\nwhich shall constitute one and the same instrument.\n\n                                       26\n\n \n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed and delivered as of the date and year first written above.\n\n\n\n                            VIACOM INC.\n\n\n                            By: \/s\/ MICHAEL D. FRICKLAS\n                               ----------------------------------------\n                               Name:  Michael D. Fricklas\n                               Title: Sr. Vice President, General\n                                      Counsel and Secretary\n\n\n\n                            VIACOM INTERNATIONAL INC.\n\n\n                            By: \/s\/ MICHAEL D. FRICKLAS\n                               ----------------------------------------\n                               Name:  Michael D. Fricklas\n                               Title: Sr. Vice President and \n                                      General Counsel\n\n\n\n                            BLOCKBUSTER INC.\n\n\n                            By: \/s\/ EDWARD B. STEAD\n                               ----------------------------------------\n                               Name:  Edward B. Stead\n                               Title: Exec. Vice President, General\n                                      Counsel and Secretary\n\n\n \n                                                                       Exhibit A\n                                                                       ---------\n\n\n                 Form of Release and Indemnification Agreement\n\n[Filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q]\n\n\n \n                                                                       Exhibit B\n                                                                       ---------\n\n\n                     Form of Transition Services Agreement\n\n[Filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q]\n\n\n \n                                                                       Exhibit C\n                                                                       ---------\n\n\n                     Form of Registration Rights Agreement\n\n[Filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q]\n\n \n                                                                       Exhibit D\n                                                                       ---------\n\n\n                         Form of Tax Matters Agreement\n\n[Filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q]\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911,9252],"corporate_contracts_industries":[9469,9465],"corporate_contracts_types":[9622,9628],"class_list":["post-43430","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__rental","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43430","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43430"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43430"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43430"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43430"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}