CBS CORPORATION $500,000,000 5.75% Senior Notes due 2020 Underwriting AgreementUnderwriting Agreement • April 5th, 2010 • CBS Corp • Television broadcasting stations • New York
CBS Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters,” which term shall include any underwriter substituted hereinafter as provided in Section 10 hereof), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.75% Senior Notes due 2020 (the “Notes”). The Notes are guaranteed on an unsecured basis (the “Guarantees”) by CBS Operations Inc., a Delaware corporation (the “Guarantor”). The Notes and the Guarantees are hereinafter collectively referred to as the “Securities.” The Securities will be issued pursuant to an Amended and Restated Senior Indenture dated as of November 3, 2008 (as so amended and supplemented from time to time, the “Indenture”), among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Securities were or will be established pursuant to resolutions adopted b
CBS CORPORATION, CBS OPERATIONS INC., AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 5, 2010 To Amended and Restated Indenture dated as of November 3, 2008 among CBS CORPORATION, CBS OPERATIONS INC.,...First Supplemental Indenture • April 5th, 2010 • CBS Corp • Television broadcasting stations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 5, 2010, among CBS CORPORATION, a Delaware corporation (the “Company”), CBS OPERATIONS INC., a Delaware corporation (the “Guarantor”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Series Trustee”), having a corporate trust office at 60 Wall Street, 27th Floor, New York, New York 10005 (the “First Supplemental Indenture”).
