CBS CORPORATION $500,000,000 4.200% Senior Notes due 2029 Underwriting AgreementCBS Corp • March 5th, 2019 • 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 4.200% Senior Notes due 2029 (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 (the “Base Indenture”) dated as of November 3, 2008, as amended and supplemented by the First Supplemental Indenture (together with the Base Indenture, the “Indenture”) dated as of April 5, 2010, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (t
