0001193125-17-348134 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2017 • CBS Corp • Television broadcasting stations • New York

This REGISTRATION RIGHTS AGREEMENT dated as of November 16, 2017 (this “Agreement”) is entered into by and among CBS Corporation, a Delaware corporation (the “Company”), CBS Operations Inc., a Delaware corporation (the “Guarantor”), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated November 13, 2017 (the “Purchase Agreement”).

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CBS CORPORATION, Issuer and CBS OPERATIONS INC., Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee Indenture Dated as of November 16, 2017 Providing for the Issuance of Senior Debt Securities
CBS Corp • November 20th, 2017 • Television broadcasting stations • New York

INDENTURE, dated as of November 16, 2017, among CBS CORPORATION, a Delaware corporation (the “Company” or the “Issuer”), having its principal office at 51 W. 52nd Street, New York, New York 10019, CBS OPERATIONS INC., a Delaware corporation (the “Guarantor”), having its principal office at 51 W. 52nd Street, New York, New York 10019, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”), having its corporate trust office at 60 Wall Street, 16th Floor, MS: NYC60-1630, New York, New York 10005, facsimile: (732) 578-4635.

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