Metro Networks Inc Sample Contracts

Metro Networks Inc – COMPANY PRESS RELEASE (June 10th, 1999)

1 EXHIBIT 99.1 WEDNESDAY JUNE 2, 10:40 AM EASTERN TIME COMPANY PRESS RELEASE SOURCE: Westwood One, Inc. WESTWOOD ONE, INC. TO ACQUIRE METRO NETWORKS, INC. COMPANIES COMBINE TO FORM WORLD'S PREMIER LOCAL CONTENT AND INFORMATION SERVICES COMPANY TO THE BROADCAST INDUSTRY NEW YORK, June 2/PRNewswire/ -- Westwood One, Inc. (NYSE: WON - news) and Metro Networks, Inc. (Nasdaq: MTNT - news) today announced a definitive agreement by which Metro Networks, Inc. will merge into Westwood One in exchange for approximately $900 million in Westwood One common stock. The transaction was announced today by Mel Karmazin, Chairman and Chief Executive Officer of Infinity Broadcasting Corporation, and David Saperstein, Chairman and Chief Executive Officer of Metro Networks, Inc. Under the terms of the definitive merger agreement, which was approved by the Boards of Directors of Westwood One, Inc. and Metro Networks, Inc., e

Metro Networks Inc – AGREEMENT AND PLAN OF MERGER (June 10th, 1999)

1 EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER AMONG WESTWOOD ONE, INC., COPTER ACQUISITION CORP. AND METRO NETWORKS, INC. ================================================================================ 2 TABLE OF CONTENTS PAGE Article 1 THE MERGER....................................................

Metro Networks Inc – CREDIT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.31 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment") is dated as of the 22nd day of March, 1999 and entered into among METRO NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA, a national banking association, individually and as Administrative Lender (successor in interest to NationsBank of Texas, N.A., in such latter capacity, the "Administrative Lender"). WITNESSETH: WHEREAS, the Borrower, the Lenders, and the Administrative Lender entered into a Credit Agreement, dated as of October 22, 1996, for a loan facility in the amount of $30,000,000 (as amended, restated, waived or otherwise modified from time to time, including without limitation,

Metro Networks Inc – CREDIT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.29 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is dated as of the 1st day of January, 1998 and entered into among METRO NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and NATIONSBANK, N.A. (successor through merger to NationsBank of Texas, N.A.), a national banking association, individually and as Administrative Lender (in such latter capacity, the "Administrative Lender"). WITNESSETH: WHEREAS, the Borrower, the Lenders, and the Administrative Lender entered into a Credit Agreement, dated as of October 22, 1996, for a loan facility in the amount of $30,000,000 (as amended, restated, waived or otherwise modified from time to time, including without limit

Metro Networks Inc – CREDIT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.30 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment") is dated as of the 1st day of July, 1998 and entered into among METRO NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and NATIONSBANK, N.A. (successor through merger to NationsBank of Texas, N.A.), a national banking association, individually and as Administrative Lender (in such latter capacity, the "Administrative Lender"). WITNESSETH: WHEREAS, the Borrower, the Lenders, and the Administrative Lender entered into a Credit Agreement, dated as of October 22, 1996, for a loan facility in the amount of $30,000,000 (as amended, restated, waived or otherwise modified from time to time, including without limi

Metro Networks Inc – 1996 INCENTIVE STOCK OPTION PLAN (May 13th, 1998)

EXHIBIT 10.28 AMENDMENT NO. 1 TO THE METRO NETWORKS, INC. 1996 INCENTIVE STOCK OPTION PLAN This Amendment No. 1 (the "Amendment") to the Metro Networks, Inc. 1996 Incentive Stock Option Plan (the "Plan"), made pursuant to action of the Board of Directors of Metro Networks, Inc. pursuant to Section 8.1 of the Plan, is dated as of October 8, 1997. The Plan is hereby amended as follows: 1. The following definition shall be added to Section 1 of the Plan: "Nonstatutory Stock Option" means an Option not described in Section 422(b), 423(b) or 424(c)(3)(B) of the Code. 2. Section 6.2 of the Plan is hereby amended as follows: A) by deleting the lead in paragraph of such Section and substituting the following in lieu thereof:

Metro Networks Inc – CREDIT AGREEMENT (May 13th, 1998)

EXHIBIT 10.27 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is dated as of the 31st day of December, 1997 and entered into among METRO NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and NATIONSBANK OF TEXAS, N.A., a national banking association, individually and as Administrative Lender (in such latter capacity, the "Administrative Lender"). WITNESSETH: WHEREAS, the Borrower, the Lenders, and the Administrative Lender entered into a Credit Agreement, dated as of October 22, 1996, for a loan facility in the amount of $30,000,000 (as amended, restated, waived or otherwise modified from time to time, including without limitation, the First Amendment dated September 30

Metro Networks Inc – CREDIT AGREEMENT (March 31st, 1998)

Exhibit 10.24 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is dated as of the 30th day of September 1997, and entered into among METRO NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and NATIONSBANK OF TEXAS, N.A., a national banking association, individually and as Administrative Lender (in such latter capacity, the "Administrative Lender"). WITNESSETH: WHEREAS, the Borrower, the Lenders, and the Administrative Lender entered into a Credit Agreement, dated as of October 22, 1996, for a loan facility in the amount of $30,000,000 (as amended, restated, waived or otherwise modified from time to time, the "Credit Agreement"); and WHEREAS, the Lenders, the Administrative Le

Metro Networks Inc – 1997 STOCK OPTION PLAN (March 31st, 1998)

EXHIBIT 10.26 METRO NETWORKS, INC. 1997 STOCK OPTION PLAN METRO NETWORKS, INC. 1997 STOCK OPTION PLAN TABLE OF CONTENTS Page SECTION 1 DEFINITIONS............................................... -1- SECTION 2 THE PLAN.................................................. -3- 2.1. Name.............................................. -3- 2.2. Purpose........................................... -3- 2.3. Intention......................................... -3- SECTION 3 ADMINISTRATION............................................ -4- 3.1. Administration.................................... -4- 3.2. Dutie

Metro Networks Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EXHIBIT 10.23 AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN METRO TRAFFIC CONTROL, INC. AND GARY L. WOROBOW The following, upon execution by the parties hereto shall constitute an amendment to the Employment Agreement entered into by and between Metro Traffic Control, Inc. (the "Company") and Gary Worobow ("Employee"), dated July, 1996 (the Agreement"). 1. Section 4(a) of the Agreement relating to Base Salary (as defined in the Agreement) shall be amended and restated as follows: "(A) BASE SALARY. For the services to be rendered by Employee during Employee's employment by the Company, the Company shall pay Employee, and Employee agrees to accept, a monthly base salary (the "Base Salary") of NINE THOUSAND SEVEN HUNDRED and NINETY ONE Dollars and SIXTY-SEVEN Cents ($9,791.67). Commencing July 1, 1997, such monthly Base Sal

Metro Networks Inc – FIRST AMENDMENT TO SUBLEASE AGREEMENT (March 31st, 1998)

EXHIBIT 10.25 FIRST AMENDMENT TO SUBLEASE AGREEMENT THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (this "First Amendment") is made effective this 1st day of March, 1998 (the "Effective Date"), by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation ("Landlord") and METRO NETWORKS COMMUNICATIONS, INC., a Maryland corporation, formerly METRO TRAFFIC CONTROL, INC., a Maryland corporation, ("Tenant"). W I T N E S S E T H: WHEREAS, Post Oak/Alabama Partnership, as Landlord ("Prime Landlord") and Landlord, as Tenant, entered into that certain Lease Agreement dated October 5, 1981 (as amended, the "Prime Lease"), whereby Landlord leased certain space in the Building (as defined in the Prime Lease) from Prime Landlord, all as more particularly described in the Prime Lease; and WHEREAS, Landlord and Tenant entered into that c

Metro Networks Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Agreement ("Agreement") is entered into by and between Timothy McMillin ("Employee") and METRO TRAFFIC CONTROL, INC., a Maryland corporation with its principal office located in Harris County, Texas (the "Company"). WITNESSETH: WHEREAS, the Company is in the business of managing a sales force, selling broadcast and other advertising, and developing, producing and broadcasting traffic, news, sports, weather and other information reports throughout the United States; and WHEREAS, Employee has extensive management, financial, accounting and operations experience; and WHEREAS, the Company desires to engage the services of Employee to serve as a Senior Vice President and Chief Financial Officer of the Company on the terms and conditions h

Metro Networks Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Agreement ("Agreement") is entered into by and between Ivan Shulman ("Employee") and METRO TRAFFIC CONTROL, INC., a Maryland corporation with its principal office located in Harris County, Texas (the "Company"). WITNESSETH: WHEREAS, the Company is in the business of managing a sales force, selling broadcast and other advertising, and developing, producing and broadcasting traffic, news, sports, weather and other information reports throughout the United States; and WHEREAS, Employee has extensive management, marketing and operations experience; and WHEREAS, the Company and Employee entered into an agreement effective July 1, 1995 (the "Prior Agreement"); and WHEREAS, the Company desires to continue to engage the services of

Metro Networks Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EXHIBIT 10.22 EMPLOYMENT AGREEMENT This Agreement ("Agreement") is entered into by and between John Tomlinson ("Employee") and METRO NETWORKS COMMUNICATIONS, INC., a Maryland corporation with its principal office located in Harris County, Texas (the "Company"). WITNESSETH: WHEREAS, the Company is in the business of managing a sales force, selling broadcast and other advertising, and developing, producing and broadcasting traffic, news, sports, weather and other information reports throughout the United States; and WHEREAS, Employee has extensive management, marketing and operations experience; and WHEREAS, the Company desires to engage the services of Employee to serve as a Senior Vice President-News of the Company on the terms and conditions herein contained; and

Metro Networks Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EXHIBIT 10.21 EMPLOYMENT AGREEMENT This Agreement ("Agreement") is entered into by and between D. Patrick LaPlatney ("Employee") and METRO TRAFFIC CONTROL, INC., a Maryland corporation with its principal office located in Harris County, Texas (the "Company"). WITNESSETH: WHEREAS, the Company is in the business of managing a sales force, selling broadcast and other advertising, and developing, producing and broadcasting traffic, news, sports, weather and other information reports throughout the United States; and WHEREAS, Employee has extensive management, marketing and operations experience; and WHEREAS, the Company desires to engage the services of Employee to serve as Senior Vice President-Television of the Company on the terms and conditions h

Metro Networks Inc – CREDIT AGREEMENT (March 31st, 1997)

EXHIBIT 10.19 =============================================================================== CREDIT AGREEMENT AMONG METRO NETWORKS, INC., CERTAIN LENDERS AND NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE LENDER October 22, 1996 =============================================================================== TABLE OF CONTENTS Page ---- ARTICLE 1 Definitions Section 1.1 Defined Terms

Metro Networks Inc – EMPLOYEE STOCK PURCHASE PLAN (March 18th, 1997)

METRO NETWORKS, INC. EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Employee Stock Purchase Plan of Metro Networks, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code. 2. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c)

Metro Networks Inc – CREDIT AGREEMENT (October 11th, 1996)

Draft of 07 October 1996 Revised From Draft of 27 September 1996 ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ CREDIT AGREEMENT AMONG METRO NETWORKS, INC., CERTAIN LENDERS AND NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE LENDER ______________, 1996 ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ TA

Metro Networks Inc – CERTIFICATE OF INCORPORATION (October 11th, 1996)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METRO NETWORKS, INC. * * * * * METRO NETWORKS, INC., a Corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That Metro Networks, Inc. (the "Corporation") was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 31, 1996. SECOND: That this Amended and Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of the Corporation and has been duly adopted in accordance with the provisions of Section 245 of t

Metro Networks Inc – EMPLOYEE STOCK PURCHASE PLAN (October 11th, 1996)

EXHIBIT 10.18 METRO NETWORKS, INC. EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Employee Stock Purchase Plan of Metro Networks, Inc. 1. PURPOSE. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code. 2. DEFINITIONS. (a) "BOARD" shall mean the Board of Directors of the Company. (b) "CODE

Metro Networks Inc – FOURTH AMENDMENT TO CREDIT AGREEMENT (October 11th, 1996)

Exhibit 10.23 FOURTH AMENDMENT TO CREDIT AGREEMENT THE FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Fourth Amendment"), dated as of September 25, 1996, is entered into among Metro Traffic Control, Inc., a Maryland corporation, Metro Networks, Ltd., a Texas limited partnership (collectively, the "Borrowers"), the banks listed on the signature pages hereto (collectively, the "Lenders"), and NationsBank of Texas, N.A., as Administrative Lender (in said capacity, the "Administrative Lender"). BACKGROUND Borrowers, Lenders and Administrative Lender heretofore entered into that certain Credit Agreement, dated as of October 21, 1994, as modified by that certain Letter Agreement dated as of February 6, 1995, and as amended by that certain First Amendment to Credit Agreement dated as of May 22, 1995, by that certain Second Amendment to Credit Agreement