Exhibit 10(d)


 


Execution Version




 





 


$2,000,000,000


 


THREE-YEAR CREDIT AGREEMENT


 


among


 


CBS CORPORATION,


 


CBS OPERATIONS INC.,


 


THE SUBSIDIARY BORROWERS
PARTIES HERETO,


 


THE LENDERS NAMED HEREIN,


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,


 


CITIBANK, N.A.,

as Syndication Agent


 


and


 


BANK OF AMERICA, N.A.,
DEUTSCHE BANK AG NEW YORK BRANCH,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC, 

THE ROYAL BANK OF SCOTLAND plc, and UBS LOAN FINANCE LLC

as Co-Documentation Agents,


 


Dated as of November 4,
2009




 





 


J.P. MORGAN SECURITIES INC.

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers

and Joint Bookrunners


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE
  I DEFINITIONS

  	
  1

  
	
  SECTION 1.1.

  	
  Defined
  Terms

  	
  1

  
	
  SECTION 1.2.

  	
  Terms
  Generally

  	
  21

  
	
   

  	
   

  
	
  ARTICLE
  II THE CREDITS

  	
  23

  
	
  SECTION 2.1.

  	
  Commitments

  	
  23

  
	
  SECTION 2.2.

  	
  Revolving
  Credit Loans; Competitive Loans

  	
  24

  
	
  SECTION 2.3.

  	
  Competitive
  Bid Procedure

  	
  25

  
	
  SECTION 2.4.

  	
  Revolving
  Credit Borrowing Procedure

  	
  28

  
	
  SECTION 2.5.

  	
  Repayment
  of Loans

  	
  28

  
	
  SECTION 2.6.

  	
  Swingline
  Loans

  	
  28

  
	
  SECTION 2.7.

  	
  Letters
  of Credit

  	
  31

  
	
  SECTION 2.8.

  	
  Conversion
  and Continuation Options

  	
  35

  
	
  SECTION 2.9.

  	
  Fees

  	
  36

  
	
  SECTION 2.10.

  	
  Interest
  on Loans; Eurocurrency Tranches; Etc.

  	
  37

  
	
  SECTION 2.11.

  	
  Default
  Interest

  	
  38

  
	
  SECTION 2.12.

  	
  Alternate
  Rate of Interest

  	
  38

  
	
  SECTION 2.13.

  	
  Termination
  and Reduction of Commitments

  	
  39

  
	
  SECTION 2.14.

  	
  Optional
  Prepayments of Revolving Credit Loans

  	
  40

  
	
  SECTION 2.15.

  	
  Reserve
  Requirements; Change in Circumstances

  	
  40

  
	
  SECTION 2.16.

  	
  Indemnity

  	
  42

  
	
  SECTION 2.17.

  	
  Pro
  Rata Treatment; Funding Matters; Evidence of Debt

  	
  42

  
	
  SECTION 2.18.

  	
  Sharing
  of Setoffs

  	
  44

  
	
  SECTION 2.19.

  	
  Payments

  	
  45

  
	
  SECTION 2.20.

  	
  Taxes

  	
  45

  
	
  SECTION 2.21.

  	
  Termination
  or Assignment of Commitments Under Certain Circumstances

  	
  47

  
	
  SECTION 2.22.

  	
  Currency
  Equivalents

  	
  48

  
	
  SECTION 2.23.

  	
  Judgment
  Currency

  	
  49

  
	
  SECTION 2.24.

  	
  Defaulting
  Lenders

  	
  50

  
	
   

  	
   

  
	
  ARTICLE
  III REPRESENTATIONS AND WARRANTIES

  	
  52

  
	
  SECTION 3.1.

  	
  Corporate
  Existence

  	
  52

  
	
  SECTION 3.2.

  	
  Financial
  Condition

  	
  52

  
	
  SECTION 3.3.

  	
  Litigation

  	
  53

  
	
  SECTION 3.4.

  	
  No Breach, etc.

  	
  53

  



 


i

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5.

  	
  Corporate
  Action

  	
  53

  
	
  SECTION 3.6.

  	
  Approvals

  	
  54

  
	
  SECTION 3.7.

  	
  ERISA

  	
  54

  
	
  SECTION 3.8.

  	
  Taxes

  	
  54

  
	
  SECTION 3.9.

  	
  Investment
  Company Act

  	
  54

  
	
  SECTION 3.10.

  	
  Environmental

  	
  54

  
	
  SECTION 3.11.

  	
  Material
  Subsidiaries

  	
  54

  
	
   

  	
   

  
	
  ARTICLE
  IV CONDITIONS OF EFFECTIVENESS AND LENDING

  	
  54

  
	
  SECTION 4.1.

  	
  Effectiveness

  	
  54

  
	
  SECTION 4.2.

  	
  Initial
  Loans to Subsidiary Borrowers

  	
  55

  
	
  SECTION 4.3.

  	
  All
  Credit Events

  	
  55

  
	
   

  	
   

  
	
  ARTICLE
  V COVENANTS

  	
  56

  
	
  SECTION 5.1.

  	
  Financial
  Statements

  	
  56

  
	
  SECTION 5.2.

  	
  Corporate
  Existence, Etc.

  	
  59

  
	
  SECTION 5.3.

  	
  Insurance

  	
  59

  
	
  SECTION 5.4.

  	
  Prohibition
  of Fundamental Changes

  	
  59

  
	
  SECTION 5.5.

  	
  Limitation
  on Liens

  	
  60

  
	
  SECTION 5.6.

  	
  Limitation
  on Subsidiary Indebtedness

  	
  61

  
	
  SECTION 5.7.

  	
  Financial
  Covenants

  	
  62

  
	
  SECTION 5.8.

  	
  Use
  of Proceeds

  	
  62

  
	
  SECTION 5.9.

  	
  Transactions
  with Affiliates

  	
  63

  
	
  SECTION 5.10.

  	
  Negative
  Pledge Clauses

  	
  63

  
	
   

  	
   

  
	
  ARTICLE
  VI EVENTS OF DEFAULT

  	
  64

  
	
   

  	
   

  
	
  ARTICLE
  VII THE AGENTS

  	
  66

  
	
   

  	
   

  
	
  ARTICLE
  VIII GUARANTEES

  	
  68

  
	
  SECTION 8.1.

  	
  CBS
  Guarantee

  	
  68

  
	
  SECTION 8.2.

  	
  CBS
  Operations Guarantee

  	
  71

  
	
   

  	
   

  
	
  ARTICLE
  IX MISCELLANEOUS

  	
  74

  
	
  SECTION 9.1.

  	
  Notices

  	
  74

  
	
  SECTION 9.2.

  	
  Survival
  of Agreement

  	
  75

  
	
  SECTION 9.3.

  	
  Binding
  Effect

  	
  75

  
	
  SECTION 9.4.

  	
  Successors
  and Assigns

  	
  75

  
	
  SECTION 9.5.

  	
  Expenses;
  Indemnity

  	
  79

  
	
  SECTION 9.6.

  	
  Right of Setoff

  	
  80

  



 


ii

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 9.7.

  	
  APPLICABLE
  LAW

  	
  81

  
	
  SECTION 9.8.

  	
  Waivers;
  Amendment

  	
  81

  
	
  SECTION 9.9.

  	
  Entire
  Agreement

  	
  82

  
	
  SECTION 9.10.

  	
  WAIVER
  OF JURY TRIAL

  	
  82

  
	
  SECTION 9.11.

  	
  Severability

  	
  82

  
	
  SECTION 9.12.

  	
  Counterparts

  	
  82

  
	
  SECTION 9.13.

  	
  Headings

  	
  82

  
	
  SECTION 9.14.

  	
  Jurisdiction;
  Consent to Service of Process

  	
  82

  
	
  SECTION 9.15.

  	
  Confidentiality

  	
  83

  
	
  SECTION 9.16.

  	
  Patriot Act Notice

  	
  84

  



 


	
  ANNEXES

  	
   

  
	
  Annex
  I

  	
  Pricing
  Grid

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
  Exhibit A-1

  	
  Administrative
  Questionnaire (Dollars)

  
	
  Exhibit A-2

  	
  Administrative
  Questionnaire (Foreign Currency)

  
	
  Exhibit B-1

  	
  Form of
  Competitive Bid Request

  
	
  Exhibit B-2

  	
  Form of
  Notice of Competitive Bid Request

  
	
  Exhibit B-3

  	
  Form of
  Competitive Bid

  
	
  Exhibit B-4

  	
  Form of
  Revolving Credit Borrowing Request

  
	
  Exhibit B-5

  	
  Form of
  Swingline Borrowing Request

  
	
  Exhibit B-6

  	
  Form of
  Notice of Designated Letter of Credit

  
	
  Exhibit B-7

  	
  Form of
  Subsidiary Borrower Designation

  
	
  Exhibit B-8

  	
  Form of
  Subsidiary Borrower Request

  
	
  Exhibit C

  	
  Form of
  Assignment and Acceptance

  
	
  Exhibit D

  	
  Form of
  Confidentiality Agreement

  
	
  Exhibit E

  	
  Form of
  Closing Certificate

  
	
  Exhibit F

  	
  Form of
  Issuing Lender Agreement

  
	
  Exhibit G

  	
  Form of
  Commitment Increase Supplement

  
	
  Exhibit H

  	
  Form of
  Additional Lender Agreement

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
  Schedule
  1.1

  	
  Commitments;
  Addresses for Notices

  
	
  Schedule
  1.1(a)

  	
  Guarantees

  
	
  Schedule
  1.1(b)

  	
  Mandatory
  Cost Formula

  
	
  Schedule
  2.7

  	
  Designated
  Letters of Credit

  
	
  Schedule
  5.6

  	
  Subsidiary
  Indebtedness

  
	
  Schedule
  VI(h)

  	
  Judgments

  



 


iii

















 


THREE-YEAR CREDIT AGREEMENT entered into as of November 4,
2009, among CBS CORPORATION, a Delaware corporation (“CBS”), CBS OPERATIONS INC., a
Delaware corporation (“CBS
Operations”), each Subsidiary Borrower (as herein defined); the
lenders whose names appear on Schedule 1.1 hereto or who subsequently become
parties hereto as provided herein (the “Lenders”); JPMORGAN CHASE BANK, N.A., a national banking
association (“JPMorgan Chase”),
as administrative agent for the Lenders; CITIBANK, N.A., a national banking
association, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”); and BANK OF
AMERICA, N.A., DEUTSCHE BANK AG NEW YORK BRANCH, MORGAN STANLEY MUFG LOAN
PARTNERS, LLC, THE ROYAL BANK OF SCOTLAND plc, and UBS LOAN FINANCE LLC, as
co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”).


 


ARTICLE
I



DEFINITIONS


 


SECTION 1.1.                Defined Terms.  As used in this Agreement, the following
terms shall have the meanings specified below:


 


“2008 Indenture”
shall mean the Indenture dated as of November 3, 2008, among CBS, CBS
Operations and The Bank of New York Mellon, as Trustee, as amended and
supplemented (including by instruments setting forth the terms of individual
issues of debt securities) prior to the date hereof.


 


“ABR Loan”
shall mean (a) any Revolving Credit Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II and (b) any ABR Swingline Loan.


 


“ABR Revolving
Credit Loan” shall mean any Revolving Credit Loan that is an ABR
Loan.


 


“ABR Swingline
Exposures” shall mean at any time the aggregate principal amount at
such time of the outstanding ABR Swingline Loans.  The ABR Swingline Exposure of any Lender at
any time shall mean its Revolving Credit Percentage of the aggregate ABR
Swingline Exposures at such time.


 


“ABR Swingline
Loan” shall have the meaning assigned to such term in Section 2.6(a).


 


“Absolute Rate
Loan” shall mean any Competitive Loan bearing interest at a fixed
percentage rate per annum (expressed in the form of a decimal rounded to no
more than four decimal places) specified by the Lender making such Loan in its
Competitive Bid.


 


“Additional Lender”
shall have the meaning assigned to such term in Section 2.1(b).


 


“Additional Lender
Agreement” shall have the meaning assigned to such term in Section 2.1(b).


 

















 


“Administrative
Agent” shall mean JPMorgan Chase, together with its affiliates, as
an arranger of the Commitments and as the administrative agent for the Lenders
under this Agreement, and any successor thereto pursuant to Article VII.


 


“Administrative
Agent Fee Letter” shall mean the Fee Letter with respect to this
Agreement between CBS and the Administrative Agent, as amended, supplemented or
otherwise modified from time to time.


 


“Administrative
Agent’s Fees” shall have the meaning assigned to such term in Section 2.9(c).


 


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in the
form of Exhibit A-1 or A-2 hereto.


 


“Affiliate”
shall mean, as to CBS, any Person which directly or indirectly controls, is
under common control with or is controlled by CBS.  As used in this definition, “control” (including, with correlative
meanings, “controlled by” and “under common control with”) shall mean
possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise); provided that,
in any event, any Person which owns directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors or other
governing body of a corporation or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other
Person.  Notwithstanding the foregoing, (a) no
individual shall be deemed to be an Affiliate of CBS solely by reason of his or
her being an officer, director or employee of CBS or any of its Subsidiaries
and (b) CBS Operations and CBS and their Subsidiaries shall not be deemed
to be Affiliates of each other, unless expressly stated to the contrary).


 


“Agents”
shall mean the collective reference to the Administrative Agent, the Joint Lead
Arrangers, the Syndication Agent and the Co-Documentation Agents.


 


“Aggregate LC
Exposure” shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all Letters of Credit outstanding at such time and (b) the
aggregate amount which has been drawn under Letters of Credit but for which the
applicable Issuing Lender or the Lenders, as the case may be, have not been
reimbursed by CBS or the relevant Subsidiary Borrower at such time.


 


“Agreement”
shall mean this Three-Year Credit Agreement, as amended, supplemented or
otherwise modified from time to time.


 


“Alternate Base
Rate” shall mean, for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Prime
Rate in effect on such day (or, if such day is not a Business Day, the
immediately proceeding Business Day), (b) the Federal Funds Effective Rate
in effect on such day (or, if such day is not a Business Day, the immediately
proceeding Business Day) plus 1⁄2 of 1% and (c) the Eurocurrency Rate as of
such day (or, if such day is not a Business Day, the immediately proceeding
Business Day) for a one-month Interest Period commencing two Business Days
thereafter plus 1.00%.  For 


 


2

















 


purposes hereof, “Prime Rate” shall mean the rate of
interest per annum publicly announced from time to time by the Lender serving
as the Administrative Agent as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective on the date
such change is publicly announced as effective; and “Federal Funds Effective Rate” shall mean, for any day, the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a Business
Day, the average of the quotations for the day of such transactions received by
the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.  If for any
reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be the greater of the rates
referred to in clause (a) or (c) above until the circumstances giving
rise to such inability no longer exist. 
Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Federal Funds Effective Rate or the Eurocurrency Rate shall be effective on
the effective date of such change.


 


“Applicable
Commitment Fee Rate” shall mean the “Applicable Commitment Fee Rate”
determined in accordance with the Pricing Grid set forth in Annex I hereto.


 


“Applicable LC
Fee Rate” shall mean, as at any date, (a) with respect to
Financial Letters of Credit, the Applicable Margin for Eurocurrency Loans on
such date and (b) with respect to Non-Financial Letters of Credit, 50% of
the Applicable Margin for Eurocurrency Loans on such date.


 


“Applicable
Margin” shall mean, as of any date, with respect to (a) any
Eurocurrency Loan that is a Revolving Credit Loan, a rate per annum equal to
the Credit Default Swap Spread in effect for Eurocurrency Loans on such
day and (b) any ABR Loan that is a Revolving Credit
Loan, a rate per annum equal to the Credit Default Swap Spread in effect
for Eurocurrency Loans on such day less 1.0%. 
Notwithstanding the foregoing, the Applicable Margin for Eurocurrency
Loans in effect at any time shall not be less than the “Minimum Applicable
Margin”, and shall not exceed the “Maximum Applicable Margin” as applicable to
Eurocurrency Loans in accordance with the Pricing Grid set forth in
Annex I hereto, and the Applicable Margin for ABR Loans in effect at any time
shall not be less than the “Minimum Applicable Margin” and shall not exceed the
“Maximum Applicable Margin” as applicable to ABR Loans in accordance with said
Pricing Grid.


 


“ASC” shall mean
Financial Accounting Standards Board Accounting Standards Codification.


 


“Assignment and
Acceptance” shall mean an assignment and acceptance entered into by
a Lender and an assignee, and accepted by the Administrative Agent, in the form
of Exhibit C.


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United
States.


 


3

















 


“Bonds”
shall have the meaning assigned to such term in Section 8.2(g).


 


“Borrower”
shall mean, as applicable, CBS or the relevant Subsidiary Borrower.


 


“Business Day”
shall mean any day (other than a day which is a Saturday, Sunday or legal
holiday in the State of New York) on which banks are open for business in New
York City; provided, however, that, (a) when
used in connection with a Eurocurrency Loan (including a Eurocurrency Loan
denominated in Sterling), the term “Business
Day” shall also exclude any day on which banks are not open for
international business (including dealings in Dollar deposits) in the London
interbank market, (b) when used in connection with any Loan denominated in
Euro, the term “Business Day” shall also exclude
any day which is not a Target Day and (c) when used in connection with any
Loan denominated in Yen, the term “Business Day”
shall also exclude any day on which commercial banks in Tokyo, Japan are
authorized or required by law to remain closed.


 


“Capital Lease
Obligations” of any Person shall mean the obligations of such Person
to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property (other than satellite
transponders), or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person
under GAAP and, for the purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP.


 


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation) and any and all
warrants or options to purchase any of the foregoing.


 


“CBS”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“CBS Obligations”
shall mean, with respect to CBS, the unpaid principal of and interest on the
Loans made to CBS (including, without limitation, interest accruing after the
maturity of the Loans made to CBS and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to CBS, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) and all other
obligations, including its Guarantee obligations hereunder, and liabilities of
CBS to the Administrative Agent or to any Lender, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement.


 


“CBS Operations”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“CDS Determination Date”
shall mean (a) as to any Eurocurrency Loan, the second Business Day prior
to the Business Day such Eurocurrency Loan is borrowed and, if applicable, the
last Business Day prior to the continuation of such Eurocurrency Loan,
provided, that, in the case of any Eurocurrency Loan having an Interest Period
of greater than three 


 


4

















 


months, the last Business
Day prior to each three-month period succeeding such initial three-month period
shall also be a CDS Determination Date with respect to any such Eurocurrency
Loan, with the applicable Credit Default Swap Spread, as so determined, to be
in effect as to such Eurocurrency Loan for each day commencing with the first
day of the applicable Interest Period until subsequently re-determined in
accordance with the foregoing, and (b) as to ABR Loans, initially on the
Effective Date and thereafter on the first Business Day of each succeeding
calendar quarter.


 


“Closing
Certificate” shall mean a certificate, substantially in the form of Exhibit E.


 


“Closing Date”
shall mean November 4, 2009.


 


“Code”
shall mean the Internal Revenue Code of 1986, as the same may be amended from
time to time.


 


“Co-Documentation
Agents” shall have the meaning assigned to such term in the preamble
hereto.


 


“Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make
Revolving Credit Loans pursuant to Section 2.1, to make or refund ABR
Swingline Loans pursuant to Section 2.6 and to issue or participate in
Letters of Credit pursuant to Section 2.7, as set forth on Schedule 1.1,
as such Lender’s Commitment may be permanently terminated or reduced from time
to time pursuant to Section 2.13 or changed pursuant to Section 9.4.


 


“Commitment Increase
Supplement” shall have the meaning assigned to such term in Section 2.1(b).


 


“Commitment Fees”
shall mean all fees payable pursuant to Section 2.9(a).


 


“Commitment
Utilization Percentage” shall mean on any day the percentage
equivalent to a fraction (a) the numerator of which is the aggregate
outstanding principal amount of Revolving Credit Loans, including the aggregate
outstanding principal amount of Letters of Credit, Swingline Loans and
Competitive Loans, and (b) the denominator of which is the Total
Commitment (or, on any day after termination of the Commitments, the Total
Commitment in effect immediately preceding such termination).


 


“Competitive Bid”
shall mean an offer to make a Competitive Loan pursuant to Section 2.3.


 


“Competitive Bid
Rate” shall mean, as to any Competitive Bid made pursuant to Section 2.3(b),
(a) in the case of a Eurocurrency Competitive Loan, the Margin, and (b) in
the case of an Absolute Rate Loan, the fixed rate of interest offered by the
Lender making such Competitive Bid.


 


“Competitive Bid
Request” shall mean a request made pursuant to Section 2.3 in
the form of Exhibit B-1.


 


5

















 


“Competitive Loan”
shall mean a Loan from a Lender to a Borrower pursuant to the bidding procedure
described in Section 2.3.  Each
Competitive Loan shall be a Eurocurrency Competitive Loan or an Absolute Rate
Loan and, subject to Section 2.3(a), may be denominated in Dollars or a
Foreign Currency.


 


“Compliance
Certificate” shall have the meaning assigned to such term in Section 5.1.


 


“Confidential
Information” shall have the meaning assigned to such term in Section 9.15(a).


 


“Confidentiality
Agreement” shall mean a confidentiality agreement substantially in
the form of Exhibit D, with such changes as CBS may approve.


 


“Consolidated
Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated
EBITDA for such period to (b) Consolidated Interest Expense for such
period.


 


“Consolidated
EBITDA” shall mean, with respect to CBS and its Consolidated
Subsidiaries for any period, operating profit (loss) (excluding that related to
Discontinued Operations), plus other income (loss), plus interest income, plus
depreciation and amortization (excluding amortization related to programming
rights, prepublication costs, videocassettes and DVDs), excluding (a) gains
(losses) on sales of assets (except (I) gains (losses) on sales of
inventory sold in the ordinary course of business and (II) gains (losses)
on sales of other assets if such gains (losses) are less than $10,000,000
individually and less than $50,000,000 in the aggregate during such period), (b) other
non-cash items (including (i) provisions for losses and additions to
valuation allowances, (ii) provisions for restructuring, litigation and
environmental reserves and losses on the Disposition of businesses, (iii) pension
settlement charges, (iv) non-cash expenses associated with grants of stock
options, employee stock purchase plans and other equity-based compensation
awards to employees and directors, and (v) impairment charges) and (c) items
that were subject to capitalization prior to the effectiveness of SFAS
141(R)/ASC 805 but that under such statement are required to be expensed
currently.


 


“Consolidated Indebtedness”
shall mean as at any date the Indebtedness of CBS and its Consolidated
Subsidiaries determined on a consolidated basis that would be reflected on a
consolidated balance sheet as at such date prepared in accordance with GAAP.


 


“Consolidated
Interest Expense” shall mean for any period the gross cash interest
expense of CBS and its Consolidated Subsidiaries on Indebtedness for such
period plus cash dividends paid on preferred stock to Persons other than CBS
and its Wholly Owned Subsidiaries for such period, but excluding the gross cash
interest expense of the Discontinued Operations for such period.


 


“Consolidated Leverage
Ratio” shall mean, as of the last day of any fiscal quarter of CBS,
the ratio of (a) Consolidated Indebtedness as of such last day to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters then ended.


 


6














 


“Consolidated
Subsidiary” shall mean, as to any Person, each Subsidiary of such
Person (whether now existing or hereafter created or acquired) the financial
statements of which shall be consolidated with the financial statements of such
Person in accordance with GAAP.


 


“Consolidated
Tangible Assets” shall mean at any date the assets of CBS and its
Subsidiaries determined on such date on a consolidated basis, less goodwill and other intangible assets.


 


“Credit Default Swap Spread”
shall mean, at any CDS Determination Date, the credit default swap spread
applicable to Index Debt of CBS interpolated for a period to the Revolving
Credit Maturity Date, determined as of the close of business on the Business
Day immediately preceding such CDS Determination Date, as reported and
interpolated by Markit Group Limited or any successor thereto; provided, that
if such period is less than one year, the Credit Default Swap Spread shall be
based on the credit default swap spread shown for a period of one year.  If at any time the Credit Default Swap Spread
is unavailable, CBS and the Lenders shall negotiate in good faith (for a period
of up to thirty days after the Credit Default Swap Spread becomes unavailable
(such thirty-day period, the “Negotiation Period”))
to agree on an alternative method for establishing the Applicable Rate for
Eurocurrency Loans and ABR Loans.  The
Applicable Margin for Eurocurrency Loans and ABR Loans for any day which falls
during the Negotiation Period shall be based upon the Credit Default Swap Spread
determined as of the close of business on the Business Day immediately
preceding the last CDS Determination Date falling prior to the Negotiation
Period.  If no such alternative method is
agreed upon during the Negotiation Period, the Applicable Margin for
Eurocurrency Loans and ABR Loans for any day subsequent to the end of the
Negotiation Period shall be a rate per annum equal to the “Maximum Applicable
Margin” for Eurocurrency Loans or ABR Loans, as the case may be, referred to in
the definition of “Applicable Margin” in accordance with the
Pricing Grid set forth in Annex I.


 


“Credit Event”
shall mean the making of any Loan or the issuance of any Letter of Credit
hereunder (including the designation of a Designated Letter of Credit as a “Letter of Credit” hereunder).  It is understood that conversions and
continuations pursuant to Section 2.8 do not constitute “Credit Events”.


 


“Debt Rating”
shall mean the rating applicable to CBS’s senior, unsecured,
non-credit-enhanced long-term indebtedness for borrowed money, as assigned by
either Rating Agency.


 


“Default”
shall mean any event or condition which upon notice, lapse of time or both
would constitute an Event of Default.


 


“Defaulting Lender”
shall mean any Lender that has (a) failed to fund any portion of its Loans
within three Business Days of the date required to be funded by it hereunder, (b) notified
CBS, the Administrative Agent or any Lender in writing that it does not intend
to comply with any of its funding obligations under this Agreement or has made
a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or generally under other agreements in
which it 


 


7

















 


commits to extend credit, (c) failed,
within three Business Days after request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its
funding obligations under this Agreement, provided that any such Lender shall
cease to be a Defaulting Lender under this clause (c) upon receipt of such
confirmation by the Administrative Agent, (d) otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three Business Days of the date when due, unless
the subject of a good faith dispute, or (e) (i) become or is
insolvent or has a parent company that has become or is insolvent, as
reasonably determined by the Administrative Agent, or (ii) become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken, as reasonably
determined by the Administrative Agent, any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding
or appointment, or has a parent company that has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken as reasonably determined by
the Administrative Agent, any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment,
provided that a Lender shall not qualify as a Defaulting Lender solely as a
result of the acquisition or maintenance of an ownership interest in such
Lender or its parent company, or to the exercise of control over such Lender or
any Person controlling such Lender, by a governmental authority or
instrumentality thereof.


 


“Designated
Letters of Credit” shall mean each letter of credit issued by an
Issuing Lender that (a) is not a Letter of Credit hereunder at the time of
its issuance and (b) is either (i) listed on Schedule 2.7 or (ii) designated
on or after the Effective Date by CBS or any Subsidiary Borrower, with the
consent of such Issuing Lender, as a “Letter of Credit” hereunder by written
notice to the Administrative Agent in the form of Exhibit B-6.


 


“Discontinued Operations”
shall mean the assets/liabilities and operations classified as “discontinued
operations” pursuant to Accounting Principles Board Opinion No. 30 and
described in the quarterly report of CBS on Form 10-Q for the quarter
ended September 30, 1997, and filed with the SEC on November 14,
1997.


 


“Disposition”
shall mean, with respect to any Property, any sale, lease, assignment,
conveyance, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.


 


“Dollars”
or “$” shall mean lawful money of
the United States of America.


 


“Effective Date”
shall mean the date on which the conditions specified in Section 4.1 are
satisfied (or waived in accordance with Section 9.8(b)).


 


“Environmental
Laws” shall mean any and all Federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment, including, without limitation, ambient air, surface water, ground
water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, 


 


8

















 


transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous
substances or wastes.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time.


 


“ERISA Affiliate”
shall mean, with respect to CBS, any trade or business (whether or not
incorporated) that is a member of a group of which CBS is a member and which is
treated as a single employer under Section 414 of the Code.


 


“Eurocurrency
Competitive Loan” shall mean any Competitive Loan which is a
Eurocurrency Loan.


 


“Eurocurrency
Loan” shall mean any Loan bearing interest at a rate determined by
reference to the Eurocurrency Rate.


 


“Eurocurrency
Rate” shall mean, with respect to an Interest Period (a) pertaining
to any Eurocurrency Loan (except any Eurocurrency Loan denominated in
Sterling), the rate of interest determined on the basis of the rate for
deposits in Dollars or the relevant Foreign Currency, as the case may be, for a
period equal to such Interest Period commencing on the first day of such
Interest Period appearing on Reuters Screen LIBOR01 (or, in the case of any
Foreign Currency, the applicable Reuters page) as of 11:00 a.m., London
time, two Business Days prior to the beginning of such Interest Period and (b) pertaining
to any Eurocurrency Loan denominated in Sterling, the rate of interest
determined by the Administrative Agent to be the average of the rates quoted by
the Reference Banks at approximately 11:00 a.m., London time (or as soon
thereafter as practicable), on the day two Business Days prior to the first day
of the Interest Period for such Loans for the offering by the Reference Banks
to leading banks in the London interbank market of deposits in Sterling having
a term comparable to such Interest Period and in an amount comparable to the
principal amount of the respective Eurocurrency Loans of the Reference Banks to
which such Interest Period relates, plus (in the case of either (a) or
(b) for a Lender whose applicable lending office is in the United Kingdom
and who has given notice thereof to the Administrative Agent and CBS) the
Mandatory Cost.  With respect to clause (a) of
the preceding sentence, in the event that such rate does not appear on such page of
the Reuters Screen (or on any successor or substitute page of such
service), the “Eurocurrency Rate”
shall instead be the interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to the average of the rates at which deposits in
Dollars or the relevant Foreign Currency, as the case may be, approximately
equal in principal amount to (i) in the case of a Eurocurrency Tranche,
the portion of such Eurocurrency Tranche of the Lender serving as
Administrative Agent and (ii) in the case of a Eurocurrency Competitive
Loan, a principal amount that would have been the portion of such Loan of the
Lender serving as the Administrative Agent had such Loan been a Eurocurrency
Revolving Credit Loan, and for a maturity comparable to such Interest Period,
are offered by the principal London offices of the Reference Banks (or, if any
Reference Bank does not at the time maintain a London office, the principal
London office of any affiliate of such Reference Bank) for immediately
available funds 


 


9

















 


in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period.


 


“Eurocurrency
Revolving Credit Loan” shall mean any Revolving Credit Loan which is
a Eurocurrency Loan.  Subject to the
limitations contained herein, a Eurocurrency Revolving Credit Loan may be a
Multi-Currency Revolving Loan.


 


“Eurocurrency
Tranche” shall mean the collective reference to Eurocurrency Loans
denominated in the same currency made by the Lenders, the then current Interest
Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such Eurocurrency Loans shall originally have been
made on the same day).


 


“Euros”
shall mean the single currency of participating member states of the European
Monetary Union.


 


“Event of Default”
shall have the meaning assigned to such term in Article VI; provided that
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Exchange Act
Report” shall have the meaning assigned to such term in Section 3.3.


 


“Excluded Taxes”
shall have the meaning assigned to such term in Section 2.20(a).


 


“Existing Credit Agreement”
shall mean the Amended and Restated Five-Year Credit Agreement dated as of December 8,
2005 among CBS, CBS Operations, any subsidiary borrowers parties thereto, the
lenders parties thereto, JPMorgan Chase, as administrative agent, Citibank,
N.A., as syndication agent and the documentation agents parties thereto.


 


“Existing Indentures”
shall mean (a) the Indenture dated June 1, 1990, among CBS (f/k/a
Westinghouse Credit Corporation) and The Bank of New York, as Trustee, (b) the
Indenture dated November 1, 1990, among CBS (f/k/a Westinghouse Electric
Corporation) and Citibank, N.A., as Trustee, (c) the Indenture dated as of
January 2, 1992, between CBS Broadcasting Inc. and JPMorgan Chase (f/k/a
The Chase Manhattan Bank, N.A.), as Trustee, (d) the Indenture dated May 15,
1995, among CBS (f/k/a Viacom Inc.), CBS Operations (f/k/a Viacom International
Inc.) and The First National Bank of Boston, as Trustee, (e) the Indenture
dated June 22, 2001, among CBS (f/k/a Viacom, Inc.), CBS Operations
(f/k/a Viacom International Inc.) and The Bank of New York, as Trustee, and (f) the
2008 Indenture, each as amended and supplemented (including by instruments
setting forth the terms of individual issues of debt securities) (but without
giving effect to any amendment after the date hereof that imposes a more restrictive
Negative Pledge (as defined in Section 5.10)).


 


“Facility
Exposure” shall mean, with respect to any Lender, the sum of (a) the
Outstanding Revolving Extensions of Credit of such Lender, (b) the
aggregate outstanding 


 


 


10

















 


principal amount of any
Competitive Loans made by such Lender and (c) in the case of a Swingline
Lender, the aggregate outstanding principal amount of any Quoted Swingline
Loans made by such Swingline Lender.


 


“Federal Funds
Effective Rate” shall have the meaning assigned to such term in the
definition of “Alternate Base Rate”.


 


“Fees”
shall mean the Commitment Fees, the Administrative Agent’s Fees, the Issuing
Lender Fees and the LC Fees.


 


“Financial
Covenants” shall mean the financial covenants contained in Section 5.7.


 


“Financial Letter
of Credit” shall mean any Letter of Credit that, as determined by
the Administrative Agent acting in good faith, (a) supports a financial
obligation and (b) qualifies for the 100% credit conversion factor under
the applicable Bank for International Settlements guidelines.


 


“Financial
Officer” of any corporation shall mean its Chief Financial Officer,
its Vice President and Treasurer or its Vice President and Chief Accounting
Officer or, in each case, any comparable officer or any Person designated by
any such officer.


 


“Foreign Currency”
shall mean any currency (including, without limitation, any Multi-Currency, but
excluding Dollars) which is readily transferable and readily convertible by the
relevant Lender or Issuing Lender, as the case may be, into Dollars in the
London interbank market.


 


“Foreign Exchange
Rate” shall mean, with respect to any Foreign Currency on a
particular date, the rate at which such Foreign Currency may be exchanged into Dollars,
as set forth at approximately 11:00 a.m., London time, on such date on the
Reuters World Currency Page for such Foreign Currency.  In the event that such rate does not, or
ceases to, so appear on any Reuters World Currency Page, the “Foreign Exchange Rate” with respect to
such Foreign Currency shall be determined by reference to such other publicly
available source for determining exchange rates as may be agreed upon by the
Administrative Agent and CBS or, in the absence of such agreement, such “Foreign Exchange Rate” shall instead be
the arithmetic average of the spot rates of exchange of the Administrative
Agent in the market where its foreign currency exchange operations in respect
of such Foreign Currency are then being conducted, at or about 11:00 a.m.,
local time, on such date for the purchase of Dollars with such Foreign Currency
for delivery two Business Days later.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of
America.


 


“Governmental
Authority” shall mean any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body.


 


“Granting Bank”
shall have the meaning specified in Section 9.4(i).


 


11

















 


“Guarantee”
of or by any Person shall mean any obligation, contingent or otherwise, of such
Person guaranteeing or entered into with the purpose of guaranteeing any
Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness
or to purchase (or to advance or supply funds for the purchase of) any security
for the payment of such Indebtedness, (b) to purchase Property, securities
or services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness; provided, however, that the term “Guarantee” shall not include endorsements for collection or
deposit, in either case in the ordinary course of business.


 


“Increasing Lender”
shall have the meaning assigned to such term in Section 2.1(b).


 


“Indebtedness”
of any Person shall mean at any date, without duplication, (i) all
obligations of such Person for borrowed money (including, without limitation,
in the case of any Borrower, the obligations of such Borrower for borrowed
money under this Agreement), (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (iii) all
obligations of such Person to pay the deferred purchase price of Property or
services, except as provided below, (iv) all obligations of such Person as
lessee under Capital Lease Obligations, (v) all Indebtedness of others
secured by a Lien on any Property of such Person, whether or not such
Indebtedness is assumed by such Person, (vi) all Indebtedness of others
directly or indirectly guaranteed or otherwise assumed by such Person,
including any obligations of others endorsed (otherwise than for collection or
deposit in the ordinary course of business) or discounted or sold with recourse
by such Person, or in respect of which such Person is otherwise directly or
indirectly liable, including, without limitation, any Indebtedness in effect
guaranteed by such Person through any agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire such obligation or any security
therefor, or to provide funds for the payment or discharge of such obligation,
or to maintain the solvency or any balance sheet or other financial condition
of the obligor of such obligation, provided that
Indebtedness of CBS and its Subsidiaries shall not include obligations in
existence on the date hereof in respect of Indebtedness of Discontinued
Operations, and (vii) all obligations of such Person as issuer, customer
or account party under letters of credit or bankers’ acceptances that are
either drawn or that back financial obligations that would otherwise be
Indebtedness; provided, however, that in each
of the foregoing clauses (i) through (vii), Indebtedness shall not include
obligations (other than under this Agreement) specifically with respect to (a) the
production, distribution and acquisition of motion pictures or other
programming rights, talent or publishing rights, (b) guarantees of
Indebtedness that are identified on Schedule 1.1(a) hereto, (c) the
net change in the carrying value of Indebtedness relating to fair value hedges
in accordance with SFAS 133/ASC 815 and (d) securitization transactions
covered by SFAS 166/ASC 860 and SFAS 167/ASC 810.


 


“Indemnified
Person” shall have the meaning assigned to such term in Section 9.5(b).


 


12

















 


“Indemnified Taxes”
shall have the meaning assigned to such term in Section 2.20(a).


 


“Index Debt”
shall mean senior, unsecured, non-credit enhanced long-term debt issued by the
Borrower.


 


“Interest Payment
Date” shall mean (a) with respect to any Eurocurrency Loan or
Absolute Rate Loan, the last day of the Interest Period applicable thereto and,
in the case of a Eurocurrency Loan with an Interest Period of more than three
months’ duration or an Absolute Rate Loan with an Interest Period of more than
90 days’ duration, each day that would have been an Interest Payment Date for
such Loan had successive Interest Periods of three months’ duration or 90 days’
duration, as the case may be, been applicable to such Loan and, in addition,
the date of any conversion of any Eurocurrency Revolving Credit Loan to an ABR
Loan, the date of repayment or prepayment of any Eurocurrency Loan and the
applicable Maturity Date; (b) with respect to any ABR Loan (other than an
ABR Swingline Loan which is not an Unrefunded Swingline Loan), the last day of
each March, June, September and December and the applicable Maturity
Date; (c) with respect to any ABR Swingline Loan (other than an Unrefunded
Swingline Loan), the earlier of (i) the day that is five Business Days
after such Loan is made and (ii) the Revolving Credit Maturity Date and (d) with
respect to any Quoted Swingline Loan, the date established as such by the
relevant Swingline Borrower and the relevant Swingline Lender prior to the
making thereof (but in any event no later than the Revolving Credit Maturity
Date).


 


“Interest Period”
shall mean (a) as to any Eurocurrency Loan, the period commencing on the
borrowing date or conversion date of such Loan, or on the last day of the
immediately preceding Interest Period applicable to such Loan, as the case may
be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 7
days (subject to the prior consent of each Lender) or 1, 2, 3 or 6 months or
(subject to the prior consent of each Lender) 9 or 12 months thereafter, as the
relevant Borrower may elect, and (b) as to any Absolute Rate Loan, the
period commencing on the date of such Loan and ending on the date specified in
the Competitive Bid Request in which the offer to make such Absolute Rate Loan
was extended; provided, however, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the
case of Eurocurrency Loans only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) notwithstanding anything to the
contrary herein, no Borrower may select an Interest Period which would end
after the Maturity Date applicable to the relevant Loan.  Interest shall accrue from and including that
first day of an Interest Period to but excluding the last day of such Interest
Period.


 


“Issuing Lender”
shall mean any Lender designated as an Issuing Lender in an Issuing Lender
Agreement executed by such Lender, CBS and the Administrative Agent; provided, that the
Issuing Lender may, in its discretion, arrange for one or more Letters of
Credit to be issued by any of its Lender Affiliates (in which case the term “Issuing Lender” shall include such Lender
Affiliate with respect to Letters of Credit issued by such Lender Affiliate); provided, further, with respect to any
Designated Letter of Credit, the term “Issuing
Lender” shall include the Lender or Lender Affiliate of such Lender
which issued such Designated Letter of Credit.


 


13

















 


“Issuing Lender
Agreement” shall mean an agreement, substantially in the form of Exhibit F,
executed by a Lender, CBS and the Administrative Agent pursuant to which such
Lender agrees to become an Issuing Lender hereunder.


 


“Issuing Lender
Fees” shall mean, as to any Issuing Lender, the fees set forth in
the applicable Issuing Lender Agreement.


 


“Joint Lead
Arrangers” shall mean J.P. Morgan Securities Inc., a New York
corporation, and Citigroup Global Markets Inc., a New York corporation, as
joint lead arrangers and joint bookrunners.


 


“JPMorgan Chase”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“LC Disbursement” shall mean any payment or disbursement made
by an Issuing Lender under or pursuant to a Letter of Credit.


 


“LC Exposure”
shall mean, as to each Lender, such Lender’s Revolving Credit Percentage of the
Aggregate LC Exposure.


 


“LC Fee”
shall have the meaning assigned to such term in Section 2.9(b).


 


“Lender Affiliate”
shall mean, (a) with respect to any Lender, (i) an affiliate of such
Lender or (ii) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an affiliate of
such Lender and (b) with respect to any Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Lender or by an affiliate of such investment
advisor.


 


“Lenders”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Letter of Credit
Sublimit” shall mean, at any time, $300,000,000.


 


“Letters of
Credit” shall mean letters of credit or bank guarantees issued by an
Issuing Lender for the account of CBS or any Subsidiary Borrower pursuant to Section 2.7
(including any Designated Letters of Credit).


 


“Lien”
shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever, including, without limitation, any
conditional sale or other title retention agreement.


 


“Loan”
shall mean any loan made by a Lender hereunder.


 


14

















 


“Loan Documents”
shall mean this Agreement and the Administrative Agent Fee Letter.


 


“Losses”
shall have the meaning assigned to such term in Section 9.5(b).


 


“Mandatory Cost”
shall mean, with respect to any period, the applicable percentage rate per
annum determined in accordance with Schedule 1.1(b)


 


“Margin”
shall mean, as to any Eurocurrency Competitive Loan, the margin (expressed as a
percentage rate per annum in the form of a decimal rounded to no more than four
places) to be added to or subtracted from the Eurocurrency Rate in order to
determine the interest rate applicable to such Loan, as specified in the
Competitive Bid relating to such Loan.


 


“Material
Acquisition” shall mean any acquisition of Property or series of
related acquisitions of Property (including by way of merger) which (a) constitutes
assets comprising all or substantially all of an operating unit of a business
or constitutes all or substantially all of the common stock of a Person and (b) involves
the payment of consideration by CBS and its Subsidiaries (valued at the initial
principal amount thereof in the case of non-cash consideration consisting of
notes or other debt securities and valued at fair market value in the case of
other non-cash consideration) in excess of $100,000,000.


 


“Material Adverse
Effect” shall mean (a) a material adverse effect on the
Property, business, results of operations or financial condition of CBS and its
Subsidiaries taken as a whole or (b) material impairment of the ability of
CBS to perform any of its obligations under this Agreement, excluding any
effects which may result from non-cash charges arising from SFAS 142/ASC 350,
SFAS 144/ASC 360 and/or SFAS 123(R)/ASC 718, as applicable, issued by the
Financial Accounting Standards Board.


 


“Material
Disposition” shall mean any Disposition of Property or series of
related Dispositions of Property which yields gross proceeds to CBS or any of
its Subsidiaries (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at
fair market value in the case of other non-cash proceeds) in excess of
$100,000,000.


 


“Material
Subsidiary” shall mean any “significant subsidiary” of CBS as
defined in Regulation S-X of the SEC; provided, that each Subsidiary Borrower shall
in any event constitute a Material Subsidiary.


 


“Maturity Date”
shall mean (a) in the case of the Revolving Credit Loans and the ABR
Swingline Loans, the Revolving Credit Maturity Date, (b) in the case of
the Quoted Swingline Loans, the date established as such by the relevant
Swingline Borrower and the relevant Swingline Lender prior to the making
thereof (but in any event no later than the Revolving Credit Maturity Date) and
(c) in the case of Competitive Loans, the last day of the Interest Period
applicable thereto, as specified in the related Competitive Bid Request.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or any successor thereto.


 


“Multi-Currency”
shall mean Euros, Sterling and Yen.


 


15

















 


“Multi-Currency
Revolving Loans” shall mean each Eurocurrency Revolving Credit Loan
denominated in any Multi-Currency.


 


“Multi-Currency
Sublimit” shall mean with respect to (i) Euros, $350,000,000, (ii) Sterling,
$350,000,000 and (iii) Yen, $200,000,000, as the sublimit may be decreased
from time to time in accordance with Section 2.13.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 3(37)
of ERISA to which contributions have been made by CBS or any ERISA Affiliate of
CBS and which is covered by Title IV of ERISA.


 


“Negotiation Period”
shall have the meaning assigned to such term in the definition of Credit
Default Swap Spread.


 


“Non-Consenting
Lender” shall have the meaning assigned to such term in Section 2.21(b).


 


“Non-Financial
Letter of Credit” shall mean any Letter of Credit that is not a
Financial Letter of Credit.


 


“Non-U.S. Person”
shall have the meaning assigned to such term in Section 2.20(f).


 


“Other Lender”
shall have the meaning assigned to such term in Section 2.1(b).


 


“Other Taxes”
shall mean any and all present or future stamp or documentary taxes or any
other excise or, property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.


 


“Outstanding
Revolving Extensions of Credit” shall mean, as to any Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Credit Loans made by such Lender then outstanding, (b) such
Lender’s LC Exposure at such time and (c) such Lender’s ABR Swingline
Exposure at such time.


 


“Participant Register”
shall have the meaning assigned to such term in Section 9.4(f).


 


“Patriot Act”
shall have the meaning assigned to such term in Section 9.17.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA, or any successor thereto.


 


“Person”
shall mean any natural person, corporation, business trust, joint venture,
association, company, partnership, limited liability company or other entity,
or any government or any agency or political subdivision thereof.


 


16






 










 


“Plan”
shall mean any employee pension benefit plan as defined in Section 3(2) of
ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV
of ERISA or Section 412 of the Code and which is maintained for employees
of CBS or any ERISA Affiliate.


 


“Prime Rate”
shall have the meaning assigned to such term in the definition of “Alternate
Base Rate”.


 


“Pro Forma Period”
shall have the meaning assigned to such term in Section 1.2(c).


 


“Property”
shall mean any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.


 


“Quoted Swingline
Loans” shall have the meaning assigned to such term in Section 2.6(a).


 


“Quoted Swingline
Rate” shall have the meaning assigned to such term in Section 2.6(a).


 


“Rating Agencies”
shall mean S&P and Moody’s.


 


“Reference Banks”
shall mean JPMorgan Chase and Citibank N.A.


 


“Register”
shall have the meaning assigned to such term in Section 9.4(d).


 


“Regulation D”
shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.


 


“Regulation U”
shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.


 


“Required Lenders”
shall mean, at any time, Lenders whose respective Total Facility Percentages
aggregate more than 50%.


 


“Responsible
Officer” of any corporation shall mean any executive officer or
Financial Officer of such corporation and any other officer or similar official
thereof responsible for the administration of the obligations of such
corporation in respect of this Agreement (or, in the case of matters relating
to ERISA, any officer responsible for the administration of the pension funds
of such corporation).


 


“Revolving Credit
Borrowing Request” shall mean a request made pursuant to Section 2.4
in the form of Exhibit B-4.


 


“Revolving Credit
Loans” shall mean the revolving loans made by the Lenders to any
Borrower pursuant to Section 2.4. 
Each Revolving Credit Loan shall be a Eurocurrency Loan or an ABR Loan.


 


17

















 


“Revolving Credit
Maturity Date” shall mean December 8, 2012.


 


“Revolving Credit
Percentage” of any Lender at any time shall mean the percentage of
the aggregate Commitments (or, following any termination of all the
Commitments, the Commitments most recently in effect) represented by such
Lender’s Commitment (or, following any such termination, the Commitment of such
Lender most recently in effect).


 


“S&P”
shall mean Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc. or a subsidiary thereof, or any successor
thereto.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“SFAS” shall
have the meaning assigned to such term in Section 1.2(b).


 


“SPC”
shall have the meaning specified in Section 9.4(i).


 


“Specified
Currency Availability” shall mean the Multi-Currency Sublimit with
respect to the relevant Multi-Currency less the Dollar equivalent of the
aggregate principal amount of all Multi-Currency Revolving Loans denominated in
such Multi-Currency outstanding on the date of borrowing.


 


“Spot Rate”
shall mean, at any date, the Administrative Agent’s or applicable Lender’s, as
the case may be (or, for purposes of determinations in respect of the Aggregate
LC Exposure related to Letters of Credit issued in a Foreign Currency, the
Issuing Lender’s or Issuing Lenders’, as the case may be), spot buying rate for
the relevant Foreign Currency against Dollars as of approximately 11:00 a.m.
(London time) on such date for settlement on the second Business Day.


 


“Sterling”
shall mean British Pounds Sterling, the lawful currency of the United Kingdom
on the date hereof.


 


“Subsidiary”
shall mean, for any Person (the “Parent”),
any corporation, partnership or other entity of which shares of Voting Capital
Stock sufficient to elect a majority of the board of directors or other Persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) are at the time directly or indirectly owned or controlled by
the Parent or one or more of its Subsidiaries or by the Parent and one or more
of its Subsidiaries.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of CBS.


 


“Subsidiary
Borrower” shall mean any Subsidiary of CBS (a) which is
designated as a Subsidiary Borrower by CBS pursuant to a Subsidiary Borrower
Designation, (b) which has delivered to the Administrative Agent a
Subsidiary Borrower Request and (c) whose designation as a Subsidiary
Borrower has not been terminated pursuant to Section 4.2.


 


18

















 


“Subsidiary
Borrower Designation” shall mean a designation, substantially in the
form of Exhibit B-7, which may be delivered by CBS and approved by CBS and
shall be accompanied by a Subsidiary Borrower Request.


 


“Subsidiary
Borrower Obligations” shall mean, with respect to each Subsidiary
Borrower, the unpaid principal of and interest on the Loans made to such
Subsidiary Borrower (including, without limitation, interest accruing after the
maturity of the Loans made to such Subsidiary Borrower and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to such Subsidiary
Borrower, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) and all other obligations and liabilities of such
Subsidiary Borrower to the Administrative Agent or to any Lender, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement.


 


“Subsidiary
Borrower Request” shall mean a request, substantially in the form of
Exhibit B-8, which is received by the Administrative Agent in connection
with a Subsidiary Borrower Designation.


 


“Swingline
Borrower” shall mean CBS and any Subsidiary Borrower designated as a
“Swingline Borrower” by CBS in a written notice to the Administrative Agent; provided, that,
unless otherwise agreed by the Administrative Agent, no more than one
Subsidiary Borrower may be a Swingline Borrower at any one time.  Only a Subsidiary Borrower which is a U.S.
Person may be a Swingline Borrower.


 


“Swingline
Commitment” shall mean, (i) with respect to any Swingline
Lender, the Commitment of such Lender to make ABR Swingline Loans pursuant to Section 2.6,
as designated in accordance with Section 2.6(g) and as set forth on
Schedule 1.1, and (ii) in the aggregate, $200,000,000.


 


“Swingline Lender”
shall mean any Lender designated from time to time by CBS, and approved by such
Lender, as a “Swingline Lender” pursuant to Section 2.6(g).


 


“Swingline Loans”
shall mean the collective reference to the ABR Swingline Loans and the Quoted
Swingline Loans.


 


“Swingline
Percentage” of any Swingline Lender at any time shall mean the
percentage of the aggregate Swingline Commitments represented by such Swingline
Lender’s Swingline Commitment.


 


“Syndication
Agent” shall have the meaning assigned to such term in the preamble
hereto.


 


“Target Day”
shall mean any day on which (i) Target2 is open for settlement of payments
in Euro and (ii) banks are open for dealings in deposits in Euro in the
London interbank market.


 


19

















 


“Target2” means
the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system which utilizes a single shared platform and which was launched
on November 19, 2007.


 


“Taxes” shall
mean all taxes, levies, imposts, duties, charges, fees, deductions, charges or
withholdings, and all liabilities with respect thereto imposed by or on behalf
of any Governmental Authority together with any interest or penalties.


 


“Test Period”
shall have the meaning assigned to such term in Section 1.2(c).


 


“Total Commitment”
shall mean at any time the aggregate amount of the Commitments in effect at
such time.


 


“Total Facility Exposure”
shall mean at any time the aggregate amount of the Facility Exposures at such
time.


 


“Total Facility
Percentage” shall mean, as to any Lender at any time, the quotient
(expressed as a percentage) of (a) such Lender’s Commitment (or (x) for
the purposes of acceleration of the Loans pursuant to clause (II) of Article VI
or (y) if the Commitments have terminated, such Lender’s Facility
Exposure) and (b) the aggregate of all Lenders’ Commitments (or (x) for
the purposes of acceleration of the Loans pursuant to clause (II) of Article VI
or (y) if the Commitments have terminated, the Total Facility Exposure).


 


“Total
Multi-Currency Sublimit” shall mean $750,000,000, as such sublimit
may be decreased from time to time in accordance with Section 2.13.


 


“Total Specified
Currency Availability” shall mean with respect to Multi-Currency
Revolving Loans, $750,000,000 (as decreased from time to time pursuant to Section 2.13)
less the Dollar equivalent of the aggregate principal amount of all
Multi-Currency Revolving Loans then outstanding.


 


“Transferee”
shall mean any assignee or participant described in Section 9.4(b) or
(f).


 


“Type”
when used in respect of any Loan, shall refer to the Rate by reference to which
interest on such Loan is determined.  For
purposes hereof, “Rate” shall
mean the Eurocurrency Rate, the Alternate Base Rate, the Quoted Swingline Rate
and the rate paid on Absolute Rate Loans.


 


“Unrefunded
Swingline Loans” shall have the meaning assigned to such term in Section 2.6(d).


 


“U.S. Person”
shall mean a citizen, national or resident of the United States of America, or
an entity organized in or under the laws of the United States of America.


 


“Voting Capital
Stock” shall mean securities or other ownership interests of a
corporation, partnership or other entity having by the terms thereof ordinary
voting power to vote 


 


20

















 


in the election of the board
of directors or other Persons performing similar functions of such corporation,
partnership or other entity (without regard to the occurrence of any
contingency).


 


“Wholly Owned
Subsidiary” shall mean any Subsidiary of which all shares of Voting
Capital Stock (other than, in the case of a corporation, directors’ qualifying
shares) are owned directly or indirectly by the Parent (as defined in the
definition of “Subsidiary”).


 


“Yen”
shall mean the lawful currency of Japan.


 


SECTION 1.2.                Terms Generally.  (a)  The definitions in Section 1.1
shall apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include”, “includes” and “including”
shall, except where the context otherwise requires, be deemed to be followed by
the phrase “without limitation”.  All references herein to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require.


 


(b)           Except as otherwise expressly provided herein, all terms
of an accounting nature shall be construed in accordance with GAAP in effect
from time to time.  The parties hereto
agree, however, that in the event that any change in accounting principles from
those used in the preparation of the financial statements referred to in Section 3.2
is, after June 30, 2009, occasioned by the promulgation of rules,
regulations, pronouncements, opinions and statements by or required by the
Financial Accounting Standards Board or Accounting Principles Board or the
American Institute of Certified Public Accountants (or successors thereto or
agencies with similar functions) and such change materially affects the
calculation of any component of the Financial Covenant or any standard or term
contained in this Agreement, the Administrative Agent and CBS shall negotiate
in good faith to amend such Financial Covenant, standards or terms found in
this Agreement (other than in respect of financial statements to be delivered
hereunder) so that, upon adoption of such changes, the criteria for evaluation
of CBS’s and its Subsidiaries’ financial condition shall be the same after such
change as if such change had not been made; provided, however,
that (i) any such amendments shall not become effective for purposes of
this Agreement unless approved by the Required Lenders and (ii) if CBS and
the Required Lenders cannot agree on such an amendment, then the calculations
under such Financial Covenant, standards or terms shall continue to be computed
without giving effect to such change in accounting principles.  Notwithstanding any other provision contained
herein, all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall
be made, without giving effect to (A) any election under Statement of
Financial Accounting Standards (“SFAS”) 159/ASC
825 (or any other Financial Accounting Standard having a similar result or
effect) to value any Indebtedness or other liabilities of CBS or any Subsidiary
at “fair value”, as defined therein, (B) the net change in the carrying
value of Indebtedness relating to fair value hedges in accordance with SFAS
133/ASC 815 or (C) SFAS  166/ASC 860
or SFAS 167/ASC 810 insofar as they affect the accounting treatment of CBS’s
asset securitization programs.


 


(c)           For the purposes of calculating Consolidated EBITDA and
Consolidated Interest Expense for any period (a “Test Period”), (i) if at any time from the period (a “Pro Forma Period”) commencing on the
second day of such Test Period and ending on the date 


 


21

















 


which is ten days prior to the date of
delivery of the Compliance Certificate in respect of such Test Period (or, in
the case of any pro forma calculation
made pursuant hereto in respect of a particular transaction, ending on the date
such transaction is consummated after giving effect thereto), CBS or any
Subsidiary shall have made any Material Disposition, the Consolidated EBITDA
for such Test Period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the Property which is the subject of such
Material Disposition for such Test Period or increased by an amount equal to
the Consolidated EBITDA (if negative) attributable thereto for such Test
Period, and Consolidated Interest Expense for such Test Period shall be reduced
by an amount equal to the Consolidated Interest Expense for such Test Period
attributable to any Indebtedness of CBS or any Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to CBS and its Subsidiaries in
connection with such Material Disposition (or, if the Capital Stock of any
Subsidiary is sold, the Consolidated Interest Expense for such Test Period
directly attributable to the Indebtedness of such Subsidiary to the extent CBS
and its continuing Subsidiaries are no longer liable for such Indebtedness
after such Disposition); (ii) if during such Pro Forma Period CBS or any
Subsidiary shall have made a Material Acquisition, Consolidated EBITDA and
Consolidated Interest Expense for such Test Period shall be calculated after
giving pro forma effect thereto
(including the incurrence or assumption of any Indebtedness in connection
therewith) as if such Material Acquisition (and the incurrence or assumption of
any such Indebtedness) occurred on the first day of such Test Period; and (iii) if
during such Pro Forma Period any Person that subsequently became a Subsidiary
or was merged with or into CBS or any Subsidiary since the beginning of such
Pro Forma Period shall have entered into any disposition or acquisition
transaction that would have required an adjustment pursuant to clause (i) or
(ii) above if made by CBS or a Subsidiary during such Pro Forma Period,
Consolidated EBITDA and Consolidated Interest Expense for such Test Period
shall be calculated after giving pro forma effect
thereto as if such transaction occurred on the first day of such Test
Period.  For the purposes of this
paragraph, whenever pro forma effect
is to be given to a Material Disposition or Material Acquisition, the amount of
income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness discharged or incurred in connection
therewith, the pro forma calculations
shall be determined in good faith by a Financial Officer of CBS.  If any Indebtedness bears a floating rate of
interest and the incurrence or assumption thereof is being given pro forma effect, the interest expense on
such Indebtedness shall be calculated as if the rate in effect on the last day
of the relevant Pro Forma Period had been the applicable rate for the entire
relevant Test Period (taking into account any interest rate protection
agreement applicable to such Indebtedness if such interest rate protection
agreement has a remaining term in excess of 12 months).  Comparable adjustments shall be made in
connection with any determination of Consolidated EBITDA.


 


(d)           For purposes of the Financial Covenants, (i) the
Discontinued Operations shall be disregarded and (ii) the businesses
classified as Discontinued Operations shall be limited to those businesses
treated as such in the financial statements of CBS referred to in the
definition of “Discontinued Operations” and the accounting treatment of
Discontinued Operations shall be consistent with the accounting treatment
thereof in such financial statements.


 


22

















 


ARTICLE
II



THE CREDITS


 


SECTION 2.1.                Commitments.  (a)  Subject to the terms and conditions
hereof and relying upon the representations and warranties herein set forth,
each Lender agrees, severally and not jointly, to make Revolving Credit Loans
to CBS or any Subsidiary Borrower, at any time and from time to time on and
after the Effective Date and until the earlier of (a) the Business Day
immediately preceding the Revolving Credit Maturity Date and (b) the
termination of the Commitment of such Lender, in an aggregate principal amount
at any time outstanding not to exceed such Lender’s Commitment, provided that
after giving effect to each Revolving Credit Loan the Total Facility Exposure
shall not exceed the Total Commitment then in effect.  Each Borrower may borrow, prepay and reborrow
Revolving Credit Loans on and after the Effective Date and prior to the
Revolving Credit Maturity Date, subject to the terms, conditions and
limitations set forth herein.


 


(b)           (i)  Notwithstanding anything to the contrary
contained in this Agreement, CBS may request from time to time that the Total
Commitment be increased by an amount not less than $50,000,000 or a whole
multiple of $25,000,000 in excess thereof, provided that
in no event shall the Total Commitment exceed $2,500,000,000.  Any such increase in the Total Commitment
shall be effected by CBS (x) requesting one or more of the Lenders to
increase their respective Commitments and/or (y) arranging for one or more
banks or financial institutions not parties hereto (each an “Other Lender”)
to become parties to and Lenders under this Agreement, provided
that, in the case of this clause (y), the Administrative Agent shall have
consented to such Other Lender, which consent shall not be unreasonably
withheld.  In no event may any Lender’s
Commitment be increased without the prior written consent of such Lender.  The Total Commitment may only be increased at
a time when no Default or Event of Default shall have occurred and be
continuing and when each of the representations and warranties made by CBS in Article III
shall be true and correct in all material respects on and as of such time
(except to the extent such representations and warranties expressly relate to
an earlier date, in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date).


 


(ii)           If any Lender is
willing, in its sole and absolute discretion, to increase the amount of its
Commitment hereunder (any such Lender, an “Increasing Lender”), it shall
enter into a written agreement to that effect with CBS and the Administrative
Agent, in form and substance reasonably satisfactory to the Administrative
Agent (a “Commitment Increase Supplement”), which agreement shall
specify, among other things, the amount of the increased Commitment of such
Increasing Lender.  Upon the
effectiveness of such Increasing Lender’s increase in Commitment,
Schedule 1.1 shall, without further action, be deemed to have been amended
to reflect its increased Commitment.  Any
Other Lender which is willing to become a party hereto and a Lender hereunder
and that has been consented to by the Administrative Agent shall enter into a
written agreement with CBS and the Administrative Agent, in form and substance
reasonably satisfactory to the Administrative Agent (an “Additional Lender
Agreement”), which agreement shall specify, among other things, its
Commitment hereunder.  Upon the execution
by the Administrative Agent, CBS and such Other Lender of such Additional
Lender 


 


23

















 


Agreement, such Other Lender shall become and be deemed a party hereto
and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and
assume all obligations on the part of the Lenders set forth in this Agreement,
and its Commitment shall be the amount specified in its Additional Lender Agreement;
and, Schedule 1.1 shall, without further action, be deemed to have been
amended to reflect such Commitment.  Each
Other Lender which executes and delivers an Additional Lender Agreement and
becomes a party hereto and a “Lender” hereunder is hereinafter referred to as
an “Additional Lender.”


 


(iii)          Concurrently
with the execution by an Increasing Lender of a Commitment Increase Supplement
or by an Additional Lender of an Additional Lender Agreement, the Borrowers
shall make such borrowings from such Increasing Lender or Additional Lender,
and/or shall make such prepayments of outstanding Revolving Credit Loans, and
the Administrative Agent shall reallocate the LC Exposures and ABR Swingline
Exposure of the Lenders, as shall be required to cause the aggregate
outstanding principal amount of the Outstanding Revolving Extensions of Credit
of each Lender (including each such Increasing Lender and Additional Lender) to
be proportional to such Lender’s share of the Total Commitment after giving
effect to the increase thereof.


 


SECTION 2.2.                Revolving Credit
Loans; Competitive Loans.  (a)  Each
Revolving Credit Loan shall be made to the relevant Borrower by the Lenders
ratably in accordance with their respective Commitments, in accordance with the
procedures set forth in Section 2.4. 
Each Competitive Loan shall be made to the relevant Borrower by the
Lender whose Competitive Bid therefor is accepted, and in the amount so
accepted, in accordance with the procedures set forth in Section 2.3.  The Revolving Credit Loans or Competitive
Loans shall be made in minimum amounts equal to (i) in the case of
Competitive Loans, $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, (ii) in the case of Eurocurrency Revolving Credit Loans
denominated in Dollars, $25,000,000 or an integral multiple of $5,000,000 in
excess thereof, (iii) in the case of Multi-Currency Revolving Loans, the
Dollar equivalent of $25,000,000 or an integral multiple of $5,000,000 in
excess thereof and (iv) in the case of ABR Revolving Credit Loans,
$5,000,000 or an integral multiple of $1,000,000 in excess thereof (or (A) in
the case of Revolving Credit Loans, an aggregate principal amount equal to the
remaining balance of the available Total Commitment or, if less, (B) with
respect to Multi-Currency Revolving Loans, the lesser of (1) the Specified
Currency Availability with respect to such currency and (2) the Total
Specified Currency Availability).


 


(b)           Each Lender shall make each Loan (other than a Swingline
Loan, as to which this Section 2.2 shall not apply, and a Multi-Currency
Revolving Loan) to be made by it on the proposed date thereof by wire transfer
of immediately available funds to the Administrative Agent in New York, New
York, not later than 12:00 noon, New York City time (or, in connection with an
ABR Loan to be made on the same day on which a notice is submitted, 12:30 p.m.,
New York City time) and the Administrative Agent shall by 3:00 p.m., New
York City time, credit the amounts so received to the general deposit account of
the relevant Borrower with the Administrative Agent.  Each Lender shall make each Multi-Currency
Revolving Loan to be made by it on the proposed date thereof by wire transfer
of immediately available funds to the Administrative Agent at its offices at J.P.
Morgan Europe Limited, 125 London Wall, London, 


 


24

















 


England EC2Y 5AJ, United Kingdom, not later
than (i) in the case of any Multi-Currency Revolving Loan denominated in
Euros or Sterling, 1:00 p.m., London time, or (ii) in the case of any
Multi-Currency Revolving Loan denominated in Yen, 11:00 a.m., Tokyo time,
and the Administrative Agent shall by 3:00 p.m., New York City time,
credit the amounts so received to the general deposit account of the relevant
Borrower with the Administrative Agent.


 


SECTION 2.3.                Competitive Bid
Procedure.  (a)  In
order to request Competitive Bids, the relevant Borrower shall hand deliver or
telecopy to the Administrative Agent a duly completed Competitive Bid Request
in the form of Exhibit B-1, to be received by the Administrative Agent (i) in
the case of a Eurocurrency Competitive Loan in Dollars, not later than 10:00 a.m.,
New York City time, four Business Days before a proposed Competitive Loan, (ii) in
the case of a Eurocurrency Competitive Loan in a Foreign Currency, not later
than 10:00 a.m., New York City time, five Business Days before a proposed
Competitive Loan, (iii) in the case of an Absolute Rate Loan in Dollars,
not later than 10:00 a.m., New York City time, one Business Day before a
proposed Competitive Loan and (iv) in the case of an Absolute Rate Loan in
a Foreign Currency, not later than 10:00 a.m., New York City time, three
Business Day before a proposed Competitive Loan.  A Competitive Bid Request (A) that does
not conform substantially to the format of Exhibit B-1 may be rejected in
the Administrative Agent’s discretion (exercised in good faith), and (B) for
a Competitive Loan denominated in a Foreign Currency will be rejected by the
Administrative Agent if, after giving effect thereto, the Dollar equivalent of
the aggregate face amount of all Competitive Loans denominated in Foreign
Currencies then outstanding would exceed $150,000,000 or if the Total Facility
Exposure would exceed the Total Commitment then in effect, as determined by the
Administrative Agent, and, in each case, the Administrative Agent shall
promptly notify the relevant Borrower of such rejection by telephone, confirmed
by telecopier.  Such request shall in
each case refer to this Agreement and specify (w) whether the Competitive
Loan then being requested is to be a Eurocurrency Competitive Loan or an
Absolute Rate Loan, (x) the currency, (y) the date of such Loan
(which shall be a Business Day) and the aggregate principal amount thereof which
shall be in a minimum principal amount of the equivalent of $5,000,000 and, in
the case of a Competitive Bid for a Competitive Loan in Dollars, in an integral
multiple of $1,000,000, and (z) the Interest Period with respect thereto
(which may not end after the Revolving Credit Maturity Date).  Promptly after its receipt of a Competitive
Bid Request that is not rejected as aforesaid (and in any event by 5:00 p.m.,
New York City time, on the date of such receipt if such receipt occurs by the
time specified in the first sentence of this paragraph), the Administrative
Agent shall invite by telecopier (in the form set forth in Exhibit B-2)
the Lenders to bid, on the terms and conditions of this Agreement, to make
Competitive Loans pursuant to such Competitive Bid Request.


 


(b)           Each Lender may, in its sole discretion, make one or more
Competitive Bids to the relevant Borrower responsive to a Competitive Bid
Request.  Each Competitive Bid must be
received by the Administrative Agent by telecopier, in the form of Exhibit B-3,
(i) in the case of a Eurocurrency Competitive Loan in Dollars, not later
than 9:30 a.m., New York City time, three Business Days before a proposed
Competitive Loan, (ii) in the case of a Eurocurrency Competitive Loan in a
Foreign Currency, not later than 9:30 a.m., New York City time, four
Business Days before a proposed Competitive Loan, (iii) in the case of an
Absolute Rate Loan in Dollars, not later than 9:30 a.m., New York City
time, on the day of a proposed Competitive Loan, and (iv) in the case of
an Absolute Rate Loan in a Foreign Currency, not later than 9:30 


 


25

















 


a.m., New York City time, two Business Days
before a proposed Competitive Loan. 
Multiple Competitive Bids will be accepted by the Administrative
Agent.  Competitive Bids that do not
conform substantially to the format of Exhibit B-3 may be rejected by the
Administrative Agent after conferring with, and upon the instruction of, the
relevant Borrower, and the Administrative Agent shall notify the Lender making
such nonconforming Competitive Bid of such rejection as soon as
practicable.  Each Competitive Bid shall
refer to this Agreement and specify (x) the principal amount in the
relevant currency (which shall be in a minimum principal amount of the
equivalent of $5,000,000 and, in the case of a Competitive Bid for a
Competitive Loan in Dollars, in an integral multiple of $1,000,000 and which
may equal the entire principal amount of the Competitive Loan requested by the
relevant Borrower) of the Competitive Loan or Loans that the applicable Lender
is willing to make to the relevant Borrower, (y) the Competitive Bid Rate
or Rates at which such Lender is prepared to make the Competitive Loan or Loans
and (z) the Interest Period and the last day thereof.  A Competitive Bid submitted pursuant to this
paragraph (b) shall be irrevocable (subject to the satisfaction of the
conditions to borrowing set forth in Article IV).


 


(c)           The Administrative Agent shall promptly (and in any event
by 10:15 a.m., New York City time, on the date on which such Competitive
Bids shall have been made) notify the relevant Borrower by telecopier of all
the Competitive Bids made, the Competitive Bid Rate and the principal amount in
the relevant currency of each Competitive Loan in respect of which a
Competitive Bid was made and the identity of the Lender that made each
Competitive Bid.  The Administrative
Agent shall send a copy of all Competitive Bids to the relevant Borrower for
its records as soon as practicable after completion of the bidding process set
forth in this Section 2.3.


 


(d)           The relevant Borrower may in its sole and absolute
discretion, subject only to the provisions of this paragraph (d), accept or
reject any Competitive Bid referred to in paragraph (c) above.  The relevant Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopier in such form as may
be agreed upon by such Borrower and the Administrative Agent, whether and to
what extent it has decided to accept or reject any of or all the Competitive
Bids referred to in paragraph (c) above, (i) in the case of a
Eurocurrency Competitive Loan in Dollars, not later than 11:00 a.m., New
York City time, three Business Days before a proposed Competitive Loan, (ii) in
the case of a Eurocurrency Competitive Loan in a Foreign Currency, not later
than 11:00 a.m., New York City time, four Business Days before a proposed
Competitive Loan, (iii) in the case of an Absolute Rate Loan in Dollars,
not later than 11:00 a.m., New York City time, on the day of a proposed
Competitive Loan, and (iv) in the case of an Absolute Rate Loan in a
Foreign Currency, not later than 11:00 a.m., New York City time, on the
Business Day before a proposed Competitive Loan; provided,
however, that (A) the failure by such Borrower to give such
notice shall be deemed to be a rejection of all the Competitive Bids referred
to in paragraph (c) above, (B) such Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if it has decided to
reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not
exceed the principal amount specified in the Competitive Bid Request (but may
be less than that requested), (D) if such Borrower shall accept a
Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate
but the amount of such Competitive Bid or Competitive Bids shall cause the
total amount of Competitive Bids to be accepted by it to exceed the amount
specified in the Competitive Bid


 


26






 










 


Request, then such Borrower shall accept a
portion of such Competitive Bid or Competitive Bids in an amount equal to the
amount specified in the Competitive Bid Request less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which
acceptance, in the case of multiple Competitive Bids at such Competitive Bid
Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid at such Competitive Bid
Rate, and (E) except pursuant to clause (D) above no Competitive Bid
shall be accepted for a Competitive Loan unless such Competitive Loan is in a
minimum principal amount of the equivalent of $5,000,000 and, in the case of a
Competitive Bid for a Competitive Loan in Dollars, an integral multiple of $1,000,000;
provided, further, however, that if a Competitive
Loan must be in an amount less than the equivalent of $5,000,000 because of the
provisions of clause (D) above, such Competitive Loan may be for a minimum
of, in the case of a Competitive Bid for a Competitive Loan in Dollars,
$1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of
portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (D) above the amounts shall be rounded to integral
multiples of the equivalent of $1,000,000 (or, in the case of a Competitive Bid
for a Competitive Loan in a Foreign Currency, a multiple selected by the
Administrative Agent) in a manner which shall be in the discretion of such Borrower.  A notice given by any Borrower pursuant to
this paragraph (d) shall be irrevocable.


 


(e)                                  The
Administrative Agent shall promptly notify each bidding Lender whether or not
its Competitive Bid has been accepted (and if so, in what amount and at what
Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.


 


(f)                                    On the date the
Competitive Loan is to be made, each Lender participating therein shall (i) if
such Competitive Loan is to be made in Dollars, make available its share of
such Competitive Loan in Dollars not later than 2:00 p.m. New York City
time, in immediately available funds, in New York to the Administrative Agent
as notified by the Administrative Agent by two Business Days notice and (ii) if
such Competitive Loan is to be made in a Foreign Currency, make available its
share of such Competitive Loan in such Foreign Currency, other than Yen, not
later than 11:00 a.m. London time, and for such Competitive Loan to be
made in Yen, not later than 11:00 a.m, Tokyo time, in immediately available
funds, in London to the Administrative Agent as notified by the Administrative
Agent by one Business Day’s notice.


 


(g)                                 If the Lender
which is the Administrative Agent shall elect to submit a Competitive Bid in
its capacity as a Lender, it shall submit such Competitive Bid directly to the
relevant Borrower at least one quarter of an hour earlier than the latest time
at which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) above.


 


(h)                                 All notices
required by this Section 2.3 shall be given in accordance with Section 9.1.


 


(i)                                     No Borrower
shall have the right to prepay any Competitive Loan without the consent of the
Lender or Lenders making such Competitive Loan.


 


27

















 


SECTION 2.4.                                               Revolving
Credit Borrowing Procedure.  In order to request a Revolving Credit Loan,
the relevant Borrower shall hand deliver or telecopy to the Administrative
Agent a Revolving Credit Borrowing Request in the form of Exhibit B-4 (a) in
the case of a Eurocurrency Revolving Credit Loan denominated in Dollars, not
later than 11:00 a.m., New York City time, three Business Days before a
proposed borrowing, (b) in the case of a Multi-Currency Revolving Loan,
8:00 a.m., New York City time, three Business Days before a proposed
borrowing and (c) in the case of an ABR Revolving Credit Loan, not later
than 11:00 a.m., New York City time, on the day of a proposed
borrowing.  Such notice shall be
irrevocable and shall in each case specify (i) whether the Revolving
Credit Loan then being requested is to be a Eurocurrency Revolving Credit Loan
or an ABR Revolving Credit Loan, (ii) the date of such Revolving Credit
Loan (which shall be a Business Day) and the amount thereof; (iii) in the
case of a Eurocurrency Revolving Credit Loan, the Interest Period with respect
thereto; and (iv) in the case of a Multi-Currency Revolving Loan, the
currency in which such Loan shall be denominated.  The Administrative Agent shall promptly
advise the Lenders of any notice given pursuant to this Section 2.4 and of
each Lender’s portion of the requested Loan.


 


SECTION 2.5.                                               Repayment
of Loans.  Each
Borrower shall repay all outstanding Revolving Credit Loans and ABR Swingline
Loans made to it, in each case on the Revolving Credit Maturity Date (or such earlier
date on which the Commitments shall terminate in accordance herewith).  Each Borrower shall repay Quoted Swingline
Loans and Competitive Loans made to it, in each case on the Maturity Date
applicable thereto.  Each Loan shall bear
interest from and including the date thereof on the outstanding principal
balance thereof as set forth in Section 2.10.  For the avoidance of doubt, subject to Article VIII,
each Borrower’s obligations hereunder are and shall be the several obligations
of such Borrower, and shall not be the joint and several obligations of the
Borrowers.


 


SECTION 2.6.                                               Swingline
Loans.  (a)  Subject to the
terms and conditions hereof and relying upon the representations and warranties
herein set forth, each Swingline Lender agrees, severally and not jointly, at
any time and from time to time on and after the Effective Date and until the
earlier of the Business Day immediately preceding the Revolving Credit Maturity
Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to
make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of
quoted interest rates (each, a “Quoted
Swingline Rate”) furnished by such Swingline Lender from time to
time in its discretion to such Swingline Borrower (through the Administrative
Agent) and accepted by such Swingline Borrower in its discretion and (ii) to
make Swingline Loans (“ABR Swingline Loans”)
to any Swingline Borrower bearing interest at a rate equal to the Alternate
Base Rate in an aggregate principal amount (in the case of this clause (ii))
not to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each
Swingline Loan, the Total Facility Exposure shall not exceed the Total
Commitment then in effect.  The aggregate
outstanding principal amount of the Quoted Swingline Loans of any Swingline
Lender, when added to the aggregate outstanding principal amount of the ABR
Swingline Loans of such Swingline Lender, may exceed such Swingline Lender’s
Swingline Commitment; provided,  that in no event shall the aggregate
outstanding principal amount of the Swingline Loans exceed the aggregate
Swingline Commitments then in effect. 
Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing
the relevant Quoted Swingline Rate.  Each
ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance
with their respective Swingline Percentages. 
The Swingline 


 


28

















 


Loans
shall be made in a minimum aggregate principal amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof (or an aggregate principal
amount equal to the remaining balance of the available Swingline
Commitments).  Each Swingline Lender
shall make the portion of each Swingline Loan to be made by it available to any
Swingline Borrower by means of a credit to the general deposit account of such
Swingline Borrower with the Administrative Agent or, with notice to the
Administrative Agent, a wire transfer, at the expense of such Swingline
Borrower, to an account designated in writing by such Swingline Borrower, in
each case by 3:30 p.m., New York City time, on the date such Swingline
Loan is requested to be made pursuant to paragraph (b) below, in
immediately available funds.  Each
Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after
the Effective Date and prior to the Revolving Credit Maturity Date (or such
earlier date on which the Commitments shall terminate in accordance herewith)
on the terms and subject to the conditions and limitations set forth herein.


 


(b)                                 The relevant
Swingline Borrower shall give the Administrative Agent telephonic, written or
telecopy notice substantially in the form of Exhibit B-5 (in the case of
telephonic notice, such notice shall be promptly confirmed by telecopy) no
later than 2:30 p.m., New York City time (or, in the case of a proposed
Quoted Swingline Loan, 12:00 noon, New York City time), on the day of a
proposed Swingline Loan.  Such notice
shall be delivered on a Business Day, shall be irrevocable (subject, in the
case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower
of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement
and shall specify the requested date (which shall be a Business Day) and amount
of such Swingline Loan.  The
Administrative Agent shall promptly advise the Swingline Lenders of any notice
received from any Swingline Borrower pursuant to this paragraph (b).  In the event that a Swingline Borrower accepts
a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, it
shall notify the Administrative Agent (which shall in turn notify the relevant
Swingline Lender) of such acceptance no later than 2:30 p.m., New York
City time, on the relevant borrowing date.


 


(c)                                  In the event
that any ABR Swingline Loan shall be outstanding for more than five Business
Days, the Administrative Agent shall, on behalf of the relevant Swingline
Borrower (which hereby irrevocably directs and authorizes the Administrative
Agent to act on its behalf), request each Lender, including the Swingline
Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender’s
Revolving Credit Percentage of the principal amount of such ABR Swingline
Loan.  Unless an event described in Article VI,
paragraph (f) or (g), has occurred and is continuing, each Lender will
make the proceeds of its Revolving Credit Loan available to the Administrative
Agent for the account of the Swingline Lenders at the office of the Administrative
Agent prior to 12:00 noon, New York City time, in funds immediately available
on the Business Day next succeeding the date such notice is given.  The proceeds of such Revolving Credit Loans
shall be immediately applied to repay the ABR Swingline Loans.


 


(d)                                 A Swingline
Lender that has made an ABR Swingline Loan to a Borrower may at any time and
for any reason, so long as Revolving Credit Loans have not been made pursuant
to Section 2.6(c) to repay such ABR Swingline Loan as required by
said Section, by written notice given to the Administrative Agent not later
than 12:00 noon New York City time on any Business Day, require the Lenders to
acquire participations on such Business Day in all or a portion of such
unrefunded ABR Swingline Loans (the “Unrefunded
Swingline Loans”), and 


 


29

















 


each Lender severally, unconditionally and
irrevocably agrees that it shall purchase an undivided participating interest
in such ABR Swingline Loan in an amount equal to the amount of the Revolving
Credit Loan which otherwise would have been made by such Lender pursuant to Section 2.6(c),
which purchase shall be funded by the time such Revolving Credit Loan would
have been required to be made pursuant to Section 2.6(c).  In the event that the Lenders purchase
undivided participating interests pursuant to the first sentence of this
paragraph (d), each Lender shall immediately transfer to the Administrative
Agent, for the account of such Swingline Lender, in immediately available
funds, the amount of its participation. 
Any Lender holding a participation in an Unrefunded Swingline Loan may
exercise any and all rights of banker’s lien, setoff or counterclaim with
respect to any and all moneys owing by the relevant Swingline Borrower to such
Lender by reason thereof as fully as if such Lender had made a Loan directly to
such Swingline Borrower in the amount of such participation.


 


(e)                                  Whenever, at
any time after any Swingline Lender has received from any Lender such Lender’s
participating interest in an ABR Swingline Loan, such Swingline Lender receives
any payment on account thereof, such Swingline Lender will promptly distribute
to such Lender its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment
received by such Swingline Lender is required to be returned, such Lender will
return to such Swingline Lender any portion thereof previously distributed by
such Swingline Lender to it.


 


(f)                                    Notwithstanding
anything to the contrary in this Agreement, each Lender’s obligation to make
the Revolving Credit Loans referred to in Section 2.6(c) and to
purchase and fund participating interests pursuant to Section 2.6(d) shall
be absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any setoff, counterclaim, recoupment,
defense or other right which such Lender or any Swingline Borrower may have
against any Swingline Lender, any Swingline Borrower or any other Person for
any reason whatsoever; (ii) the occurrence or continuance of a Default or
an Event of Default (other than an Event of Default described in Article VI,
paragraph (f) or (g), in the case of each Lender’s obligation to make
Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to
satisfy any of the conditions specified in Article IV; (iii) any
adverse change in the condition (financial or otherwise) of CBS or any of its
Subsidiaries; (iv) any breach of this Agreement by any Borrower or any
Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.


 


(g)                                 Upon written or
telecopy notice to the Swingline Lenders and to the Administrative Agent, CBS
may at any time terminate, from time to time in part reduce, or from time to
time (with the approval of the relevant Swingline Lender) increase, the
Swingline Commitment of any Swingline Lender. 
At any time when there shall be fewer than ten Swingline Lenders, CBS
may appoint from among the Lenders a new Swingline Lender, subject to the prior
consent of such new Swingline Lender and prior notice to the Administrative
Agent, so long as at no time shall there be more than ten Swingline
Lenders.  Notwithstanding anything to the
contrary in this Agreement, (i) if any ABR Swingline Loans shall be
outstanding at the time of any termination, reduction, increase or appointment
pursuant to the preceding two sentences, the Swingline Borrowers shall on the
date thereof prepay or borrow ABR Swingline Loans to the extent necessary to
ensure that at all times the outstanding ABR Swingline Loans 


 


30

















 


held by the Swingline Lenders shall be pro rata according to the respective
Swingline Commitments of the Swingline Lenders and (ii) in no event may
the aggregate Swingline Commitments exceed $200,000,000.  On the date of any termination or reduction
of the Swingline Commitments pursuant to this paragraph (g), the Swingline
Borrowers shall pay or prepay so much of the Swingline Loans as shall be
necessary in order that, after giving effect to such termination or reduction, (i) the
aggregate outstanding principal amount of the ABR Swingline Loans of any
Swingline Lender will not exceed the Swingline Commitment of such Swingline
Lender and (ii) the aggregate outstanding principal amount of all
Swingline Loans will not exceed the aggregate Swingline Commitments.


 


(h)                                 Each Swingline
Borrower may prepay any Swingline Loan in whole or in part at any time without
premium or penalty; provided, that such Swingline Borrower shall
have given the Administrative Agent written or telecopy notice (or telephone
notice promptly confirmed in writing or by telecopy) of such prepayment not
later than 10:30 a.m., New York City time, on the Business Day designated
by such Swingline Borrower for such prepayment; and provided, further, that each partial payment shall be in an
amount that is an integral multiple of $1,000,000.  Each notice of prepayment under this
paragraph (h) shall specify the prepayment date and the principal amount
of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable
and shall commit such Swingline Borrower to prepay such Swingline Loan (or
portion thereof) in the amount stated therein on the date stated therein.  All prepayments under this paragraph (h) shall
be accompanied by accrued interest on the principal amount being prepaid to the
date of payment.  Each payment of
principal of or interest on ABR Swingline Loans shall be allocated, as between
the Swingline Lenders, pro rata in
accordance with their respective Swingline Percentages.


 


SECTION 2.7.                                               Letters
of Credit.  (a)  Subject
to the terms and conditions hereof and relying upon the representations and
warranties herein set forth, each Issuing Lender agrees, at any time and from
time to time on or after the Effective Date until the earlier of (i) the
fifth Business Day preceding the Revolving Credit Maturity Date and (ii) the
termination of the Commitments in accordance with the terms hereof, to issue
and deliver or to extend the expiry of Letters of Credit for the account of any
Borrower in an aggregate outstanding undrawn amount which does not exceed the
maximum amount specified in the applicable Issuing Lender Agreement; provided, that
(A) in no event shall the Aggregate LC Exposure exceed the Letter of
Credit Sublimit at any time and (B) after giving effect to each issuance
of a Letter of Credit, the Total Facility Exposure shall not exceed the Total
Commitment then in effect.  Each Letter
of Credit (i) shall be in a form approved in writing by the applicable
Borrower and the applicable Issuing Lender and (ii) shall permit drawings
upon the presentation of such documents as shall be specified by such Borrower
in the applicable notice delivered pursuant to paragraph (c) below.  The Lenders agree that, subject to compliance
with the conditions precedent set forth in Section 4.3, any Designated
Letter of Credit may be designated as a Letter of Credit hereunder from time to
time on or after the Effective Date pursuant to the procedures specified in the
definition of “Designated Letters of Credit”.


 


(b)                                 Each Letter of
Credit shall by its terms expire not later than the fifth Business Day
preceding the Revolving Credit Maturity Date. 
Any Letter of Credit may provide for the renewal thereof for additional
periods (which shall in no event extend beyond the date referred to in the preceding
sentence).  Each Letter of Credit shall
by its terms provide for 


 


31

















 


payment of drawings in Dollars or in a
Foreign Currency; provided, that a Letter of Credit denominated in a Foreign Currency may not
be issued if, after giving effect thereto, the Dollar equivalent (calculated on
the basis of the applicable Foreign Exchange Rate) of the aggregate face amount
of all Letters of Credit denominated in Foreign Currencies then outstanding
would exceed $150,000,000, as determined by the Administrative Agent acting in
good faith.


 


(c)                                  The applicable
Borrower may request the issuance of Letters of Credit in a form reasonably
acceptable to the applicable Issuing Lender and shall give the applicable
Issuing Lender and the Administrative Agent written or telecopy notice not
later than 10:00 a.m., New York City time, three Business Days (or such
shorter period as shall be acceptable to such Issuing Lender) prior to any
proposed issuance of a Letter of Credit. 
Each such notice shall refer to this Agreement and shall specify (i) the
date on which such Letter of Credit is to be issued (which shall be a Business
Day) and the face amount of such Letter of Credit, (ii) the name and
address of the beneficiary, (iii) whether such Letter of Credit is a
Financial Letter of Credit or a Non-Financial Letter of Credit (subject to
confirmation of such status by the Administrative Agent), (iv) whether
such Letter of Credit shall permit a single drawing or multiple drawings, (v) the
form of the documents required to be presented at the time of any drawing
(together with the exact wording of such documents or copies thereof), (vi) the
expiry date of such Letter of Credit (which shall conform to the provisions of
paragraph (b) above) and (vii) if such Letter of Credit is to be in a
Foreign Currency, the relevant Foreign Currency.  Such Issuing Lender shall promptly give
notice to the Administrative Agent of the issuance (or non-issuance, as the
case may be) of such Letter of Credit.  The
Administrative Agent shall give to each Lender prompt written or telecopy
advice of the issuance of any Letter of Credit. 
Each determination by the Administrative Agent as to whether or not a
Letter of Credit constitutes a Financial Letter of Credit shall be conclusive
and binding upon the applicable Borrower and the Lenders.  In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the applicable
Borrower to, or entered into by the applicable borrower with, the applicable
Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.


 


(d)                                 By the issuance
of a Letter of Credit and without any further action on the part of the
applicable Issuing Lender or the Lenders in respect thereof, the applicable
Issuing Lender hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Lender, a participation in such Letter of Credit equal to
such Lender’s Revolving Credit Percentage at the time of any drawing thereunder
of the stated amount of such Letter of Credit, effective upon the issuance of
such Letter of Credit.  In addition, the
applicable Issuing Lender hereby grants to each Lender, and each Lender hereby
acquires from such Issuing Lender, a participation in each Designated Letter of
Credit equal to such Lender’s Revolving Credit Percentage at the time of any
drawing thereunder of the stated amount of such Designated Letter of Credit,
effective on the date such Designated Letter of Credit is designated as a
Letter of Credit hereunder.  In
consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of each Issuing Lender, in accordance with paragraph (f) below,
such Lender’s Revolving Credit Percentage of each unreimbursed LC Disbursement
made by such Issuing Lender; provided, however,
that the Lenders shall not be obligated to make any such payment with respect
to any payment or disbursement made under any Letter of Credit to the extent
resulting from the gross negligence or willful misconduct of such Issuing
Lender.


 


32

















 


(e)                                  Each Lender
acknowledges and agrees that its acquisition of participations pursuant to
paragraph (d) above in respect of Letters of Credit shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any setoff, counterclaim, recoupment, defense or other
right which such Lender or the applicable Borrower may have against any Issuing
Lender, any Borrower or any other Person, for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the conditions specified in Article IV; (iii) any
adverse change in the condition (financial or otherwise) of the applicable
Borrower; (iv) any breach of this Agreement by any Borrower or any Lender;
or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.


 


(f)                                    On the date on
which it shall have ascertained that any documents presented under a Letter of
Credit appear to be in conformity with the terms and conditions of such Letter
of Credit, the applicable Issuing Lender shall give written or telecopy notice
to the applicable Borrower and the Administrative Agent of the amount of the
drawing and the date on which payment thereon has been or will be made.  If the applicable Issuing Lender shall not
have received from the applicable Borrower the payment required pursuant to
paragraph (g) below by 12:00 noon, New York City time, two Business Days
after the date on which payment of a draft presented under any Letter of Credit
has been made, such Issuing Lender shall so notify the Administrative Agent,
which shall in turn promptly notify each Lender, specifying in the notice to
each Lender such Lender’s Revolving Credit Percentage of such LC
Disbursement.  Each Lender shall pay to
the Administrative Agent, not later than 2:00 p.m., New York City time, on
such second Business Day, such Lender’s Revolving Credit Percentage of such LC
Disbursement (which obligation shall be expressed in Dollars only), which the Administrative
Agent shall promptly pay to the applicable Issuing Lender (with interest after
such second Business Day at the same rate as applies to such LC
Disbursement).  The Administrative Agent
will promptly remit to each Lender such Lender’s Revolving Credit Percentage of
any amounts subsequently received by the Administrative Agent from the
applicable Borrower in respect of such LC Disbursement; provided, that (i) amounts so received for
the account of any Lender prior to payment by such Lender of amounts required
to be paid by it hereunder in respect of any LC Disbursement and (ii) amounts
representing interest at the rate provided in paragraph (g) below on any
LC Disbursement for the period prior to the payment by such Lender of such
amounts shall in each case be remitted to the applicable Issuing Lender.


 


(g)                                 If an Issuing
Lender shall pay any draft presented under a Letter of Credit, the applicable
Borrower shall pay to such Issuing Lender an amount equal to the amount of such
draft before 12:00 noon, New York City time, on the second Business Day
immediately following the date of payment of such draft, together with interest
(if any) on such amount at a rate per annum equal to the interest rate in
effect for ABR Loans (or, in the case of Foreign Currency denominated Letters
of Credit, the rate which would reasonably and customarily be charged by such
Issuing Lender on outstanding loans denominated in the relevant Foreign
Currency) from (and including) the date of payment of such draft to (but excluding)
the date on which such Borrower shall have repaid, or the Lenders shall have
refunded, such draft in full (which interest shall be payable on such second
Business Day and from time to time thereafter on demand until such Borrower
shall have repaid, or the Lenders shall have refunded, such draft in
full).  In the event that such drawing
shall be refunded by the Lenders as provided in Section 2.7(f), the
applicable Borrower shall pay to the Administrative Agent, for the account of
the 


 


33

















 


Lenders, quarterly on the last day of each
March, June, September and December, interest on the amount so refunded at
a rate per annum equal to the interest rate in effect for ABR Loans from (and
including) the date of such refunding to (but excluding) the date on which the
amount so refunded by the Lenders shall have been paid in full in Dollars by
such Borrower.  Each payment made to an
Issuing Lender by the applicable Borrower pursuant to this paragraph shall be
made at such Issuing Lender’s address for notices specified herein in lawful
money of (x) the United States of America (in the case of payments made on
Dollar-denominated Letters of Credit) or (y) the applicable foreign
jurisdiction (in the case of payments on Foreign Currency-denominated Letters
of Credit) and in immediately available funds, and such Issuing Lender shall
promptly notify the Administrative Agent of any such payment.  The obligation of the applicable Borrower to
pay the amounts referred to above in this paragraph (g) (and the
obligations of the Lenders under paragraphs (d) and (f) above) shall
be absolute, unconditional and irrevocable and shall be satisfied strictly in
accordance with their terms irrespective of:


 


(i)                                     any lack of
validity or enforceability of any Letter of Credit or any Issuing Lender
Agreement or of the obligations of any Borrower under this Agreement or any
Issuing Lender Agreement;


 


(ii)                                  the existence
of any claim, setoff, defense or other right which any Borrower or any other Person
may at any time have against the beneficiary under any Letter of Credit, the
Agents, any Issuing Lender or any Lender (other than the defense of payment in
accordance with the terms of this Agreement or a defense based on the gross
negligence or willful misconduct of the applicable Issuing Lender) or any other
Person in connection with this Agreement or any other transaction;


 


(iii)                               any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect; provided, that
payment by the applicable Issuing Lender under such Letter of Credit against
presentation of such draft or document shall not have constituted gross
negligence or willful misconduct;


 


(iv)                              payment by the
applicable Issuing Lender under a Letter of Credit against presentation of a
draft or other document which does not comply in any immaterial respect with
the terms of such Letter of Credit; provided,
that such payment shall not have constituted gross negligence or
willful misconduct; or


 


(v)                                 any other
circumstance or event whatsoever, whether or not similar to any of the
foregoing; provided, that such
other circumstance or event shall not have been the result of gross negligence
or willful misconduct of the applicable Issuing Lender.


 


It is understood that in making any payment under a
Letter of Credit (x) such Issuing Lender’s exclusive reliance on the
documents presented to it under such Letter of Credit as to any and all matters
set forth therein, including reliance on the amount of any draft presented
under such Letter of Credit, whether or not the amount due to the beneficiary
thereof equals the amount of such draft and whether or not any document
presented pursuant to such Letter of Credit proves to be forged, fraudulent or
invalid in any respect, if such document on its face appears to be in order,
and whether or not any other statement or any other document presented 


 


34

















 


pursuant to such Letter of
Credit proves to be forged or invalid or any statement therein proves to be
inaccurate or untrue in any respect whatsoever, and (y) any noncompliance
in any immaterial respect of the documents presented under a Letter of Credit with
the terms thereof shall, in either case, not, in and of itself, be deemed
willful misconduct or gross negligence of such Issuing Lender.


 


(h)                                 (i)  Notwithstanding
anything to the contrary contained in this Agreement, for purposes of
calculating any LC Fee payable in respect of any Business Day, the
Administrative Agent shall convert the amount available to be drawn under any
Letter of Credit denominated in a Foreign Currency into an amount of Dollars
based upon the relevant Foreign Exchange Rate in effect for such day.  If on any date the Administrative Agent shall
notify the applicable Borrower that, by virtue of any change in the Foreign
Exchange Rate of any Foreign Currency in which a Letter of Credit is denominated,
the Total Facility Exposure shall exceed the Total Commitment then in effect,
then, within three Business Days after the date of such notice, such Borrower
shall prepay the Revolving Credit Loans and/or the Swingline Loans to the
extent necessary to eliminate such excess. 
Each Issuing Lender which has issued a Letter of Credit denominated in a
Foreign Currency agrees to notify the Administrative Agent of the average daily
outstanding amount thereof for any period in respect of which LC Fees are
payable and, upon request by the Administrative Agent, for any other date or
period.  For all purposes of this
Agreement (except as otherwise set forth in Section 2.22), determinations
by the Administrative Agent of the Dollar equivalent of any amount expressed in
a Foreign Currency shall be made on the basis of Foreign Exchange Rates reset
monthly (or on such other periodic basis as shall be selected by the
Administrative Agent in its sole discretion) and shall in each case be
conclusive absent manifest error.


 


(ii)                                  Notwithstanding
anything to the contrary contained in this Section 2.7, prior to demanding
any reimbursement from the Lenders pursuant to Section 2.7(f) in
respect of any Letter of Credit denominated in a Foreign Currency, the relevant
Issuing Lender shall convert the obligation of the applicable Borrower under Section 2.7(g) to
reimburse such Issuing Lender in such Foreign Currency into an obligation to
reimburse such Issuing Lender (and, in turn, the Lenders) in Dollars.  The amount of any such converted obligation
shall be computed based upon the relevant Foreign Exchange Rate (as quoted by
the Administrative Agent to such Issuing Lender) in effect for the day on which
such conversion occurs.


 


(iii)                               Each Issuing
Lender shall promptly notify the Administrative Agent of the expiration or cancellation
of a Letter of Credit issued by it.


 


SECTION 2.8.                                               Conversion
and Continuation Options.  (a)  The
relevant Borrower may elect from time to time to convert Eurocurrency Revolving
Credit Loans denominated in Dollars (or, subject to Section 2.10(f), a
portion thereof) to ABR Revolving Credit Loans on the last day of an Interest
Period with respect thereto by giving the Administrative Agent prior
irrevocable notice of such election.  The
relevant Borrower may elect from time to time to convert ABR Revolving Credit
Loans (subject to Section 2.10(f)) to Eurocurrency Revolving Credit Loans
denominated in Dollars by giving the Administrative Agent at least three
Business Days’ prior irrevocable notice of such election.  Any such notice of conversion to Eurocurrency
Revolving Credit Loans shall specify the length of the initial Interest 


 


35

















 


Period
therefor.  Upon receipt of any such
notice the Administrative Agent shall promptly notify each Lender thereof.  All or any part of outstanding Eurocurrency
Revolving Credit Loans and ABR Revolving Credit Loans may be converted as
provided herein; provided, that no Revolving Credit Loan may be converted into a
Eurocurrency Revolving Credit Loan when any Event of Default has occurred and
is continuing and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such a conversion.


 


(b)                                 Any
Eurocurrency Revolving Credit Loans (or, subject to Section 2.10(f), a
portion thereof) may be continued as such upon the expiration of the then
current Interest Period with respect thereto by the relevant Borrower giving
irrevocable notice to the Administrative Agent, not less than three Business
Days prior to the last day of the then current Interest Period with respect
thereto, of the length of the next Interest Period to be applicable to such
Revolving Credit Loans; provided, that no Eurocurrency Revolving Credit
Loan may be continued as such when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such a continuation;
and provided, further, that if
the relevant Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso such Eurocurrency Revolving Credit Loans shall be
automatically converted to ABR Revolving Credit Loans on the last day of such
then expiring Interest Period (in the case of Multi-Currency Revolving Loans,
such Loans shall be converted to Dollars at the Foreign Exchange Rate on such
date before being converted to ABR Revolving Credit Loans).  Upon receipt of any notice from a Borrower
pursuant to this Section 2.8(b), the Administrative Agent shall promptly
notify each Lender thereof.  The
Administrative Agent shall promptly notify the applicable Borrower upon the
determination in accordance with this Section 2.8(b), by it or the
Required Lenders, not to permit such a continuation.


 


SECTION 2.9.                                               Fees.  (a)  CBS agrees to pay to the
Administrative Agent for the account of each Lender a Commitment Fee for the
period from and including the Effective Date to the Revolving Credit Maturity
Date (or such earlier date on which the Commitments shall terminate in
accordance herewith), computed at a per annum rate equal to the Applicable
Commitment Fee Rate on such Lender’s average daily unused Commitment.  All Commitment Fees shall be computed on the
basis of the actual number of days elapsed in a year of 360 days and shall be
payable quarterly in arrears on the last day of each March, June, September and
December (commencing on the first of such dates to occur after the
Effective Date), on the Revolving Credit Maturity Date or such earlier date on
which the Commitments shall be terminated. 
The unused Commitment of a Lender, for purposes of determining its
Commitment Fee, shall be determined without regard to whether there are any
Swingline Loans or Competitive Loans outstanding, from such Lender or any other
Lender.


 


(b)                                 CBS agrees to
pay each Lender, through the Administrative Agent, on the 15th day of each April, July, October and January and
on the Revolving Credit Maturity Date or the date on which the Commitment of
such Lender shall be terminated as provided herein and all Letters of Credit
issued hereunder shall have expired, a letter of credit fee (an “LC Fee”) computed at a per annum rate
equal to the Applicable LC Fee Rate on such Lender’s Revolving Credit
Percentage of the average daily undrawn amount of the Financial Letters of
Credit or Non-Financial Letters of Credit, as the case may be, outstanding
during the preceding fiscal quarter (or shorter period commencing with the
Effective Date or ending with the Revolving


 


36














 


Credit Maturity Date or the date on which the
Commitment of such Lender shall have been terminated and all Letters of Credit
issued hereunder shall have expired). 
All LC Fees shall be computed on the basis of the actual number of days
elapsed in a year of 360 days.


 


(c)                                  CBS agrees to
pay to the Administrative Agent, for its own account, the administrative agent’s
fees (“Administrative Agent’s Fees”)
provided for in the Administrative Agent Fee Letter at the times provided
therein.


 


(d)                                 Each Borrower
agrees to pay to each Issuing Lender, through the Administrative Agent, for its
own account, the applicable Issuing Lender Fees, including, without limitation,
a fronting fee at a rate to be determined by the relevant Borrower and the
relevant Issuing Lender with respect to each Letter of Credit issued by such
Issuing Lender payable on the 15th day of each
April, July, October and January to such Issuing Lender for the
period from and including the date of issuance of such Letter of Credit to, but
not including, the termination date of such Letter of Credit.


 


(e)                                  All Fees shall
be paid on the dates due, in immediately available funds, to the Administrative
Agent for distribution, if and as appropriate, among the relevant Lenders or to
the Issuing Lenders.  Once paid, none of
the Fees shall be refundable under any circumstances (other than corrections of
errors in payment).


 


SECTION 2.10.                                         Interest
on Loans; Eurocurrency Tranches; Etc.  (a)  Subject to the provisions of Section 2.11,
Eurocurrency Loans shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to (i) in
the case of each Eurocurrency Revolving Credit Loan, the Eurocurrency Rate for
the Interest Period in effect for such Loan plus the Applicable Margin and (ii) in
the case of each Eurocurrency Competitive Loan, the Eurocurrency Rate for the
Interest Period in effect for such Loan plus or minus (as the case may be) the
Margin offered by the Lender making such Loan and accepted by the relevant
Borrower pursuant to Section 2.3. 
The Eurocurrency Rate for each Interest Period shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.  The Administrative Agent
shall promptly advise the relevant Borrower and each Lender of such
determination.


 


(b)                                 Subject to the
provisions of Section 2.11, ABR Loans shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) at a rate per annum equal to the Alternate Base
Rate plus the Applicable Margin.  The
Alternate Base Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.


 


(c)                                  Subject to the
provisions of Section 2.11, Quoted Swingline Loans shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to the relevant Quoted Swingline Rate.


 


(d)                                 Subject to the
provisions of Section 2.11, each Absolute Rate Loan shall bear interest at
a rate per annum (computed on the basis of the actual number of days elapsed 


 


37

















 


over a year of 360 days) equal to the fixed
rate of interest offered by the Lender making such Loan and accepted by the
relevant Borrower pursuant to Section 2.3.


 


(e)                                  Interest on
each Loan shall be payable on each applicable Interest Payment Date.


 


(f)                                    Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions,
continuations, repayments and prepayments of Eurocurrency Revolving Credit
Loans hereunder and all selections of Interest Periods hereunder in respect of
Eurocurrency Revolving Credit Loans shall be in such amounts and shall be made
pursuant to such elections so that, after giving effect thereto, the aggregate
principal amount of the Eurocurrency Revolving Credit Loans comprising each
Eurocurrency Tranche shall be equal to $25,000,000 (or the Dollar equivalent
thereof) or a whole multiple of $5,000,000 (or the Dollar equivalent thereof)
in excess thereof.  Unless otherwise
agreed by the Administrative Agent, in no event shall there be more than 25
Eurocurrency Tranches outstanding at any time.


 


(g)                                 If no election
as to the Type of Revolving Credit Loan is specified in any notice of borrowing
with respect thereto, then the requested Loan shall be an ABR Loan, unless such
request is for a Revolving Credit Loan denominated in a Multi-Currency.  If no Interest Period with respect to a
Eurocurrency Revolving Credit Loan is specified in any notice of borrowing,
conversion or continuation, then the relevant Borrower shall be deemed to have
selected an Interest Period of one month’s duration.  The Interest Period with respect to a
Eurocurrency Competitive Loan shall in no case be less than one month’s
duration.


 


SECTION 2.11.                                         Default
Interest.  (a)  If
all or a portion of the principal amount of any Loan shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), all outstanding
Loans (whether or not overdue) shall bear interest at a rate per annum which is
equal to the rate that would otherwise be applicable thereto pursuant to the
provisions of Section 2.10 plus 2% and (b) if all or a portion of any
LC Disbursement, any interest payable on any Loan or LC Disbursement or any Fee
or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate otherwise applicable to ABR
Loans pursuant to Section 2.10(b) plus 2%, in each case, with respect
to clauses (a) and (b) above, from the date of such non-payment until
such amount is paid in full (as well after as before judgment).


 


SECTION 2.12.                                         Alternate
Rate of Interest.  In the
event, and on each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a Eurocurrency Loan (i) the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon each Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the
Required Lenders shall have determined and shall have notified the
Administrative Agent that the Eurocurrency Rate determined or to be determined
for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (as conclusively certified by such Lenders) of making or
maintaining Eurocurrency Loans during such Interest Period, the Administrative
Agent shall, as soon as practicable thereafter, give written or telecopy notice
of such determination to the Borrowers and the Lenders.  In the event of any such determination, until
the Administrative Agent shall have advised the Borrowers and 


 


38

















 


the
Lenders that the circumstances giving rise to such notice no longer exist, (i) any
request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3
to be made after such determination shall be of no force and effect and shall
be denied by the Administrative Agent, (ii) any request by a Borrower for
a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4
to be made after such determination shall be deemed to be a request for an ABR
Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan
to be made after such determination shall be deemed to be a request for an ABR
Loan in an aggregate principal amount equal to the Dollar equivalent (as
determined by the Foreign Exchange Rate on such date) of the relevant
Multi-Currency and (iv) any request by a Borrower for conversion into or a
continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8
to be made after such determination shall have no force and effect (in the case
of a requested conversion) or shall be deemed to be a request for a conversion
into an ABR Loan (in the case of a requested continuation); provided, that any request for a
conversion of a Multi-Currency Revolving Loan shall be deemed to be a request
for a conversion into an ABR Loan in an aggregate principal amount equal to the
Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of
the relevant Multi-Currency.  Also, in
the event of any such determination, the relevant Borrower shall be entitled,
in its sole discretion, if the requested Competitive Loan has not been made, to
cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid
Request relating thereto.  Each
determination by the Administrative Agent or the Required Lenders hereunder
shall be conclusive absent manifest error.


 


SECTION 2.13.                                         Termination
and Reduction of Commitments.  (a)  Upon at least three Business
Days’ prior irrevocable written or telecopy notice to the Administrative Agent,
CBS may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Commitments; provided, however,
that (i) each partial reduction of the Commitments shall be in a minimum
principal amount of $10,000,000 and in integral multiples of $1,000,000 in
excess thereof and (ii) no such termination or reduction shall be made if,
after giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, (x) the Outstanding Revolving Extensions of Credit
of any Lender would exceed such Lender’s Commitment then in effect or (y) the
Total Facility Exposure would exceed the Total Commitment then in effect.  The Administrative Agent shall promptly
advise the Lenders of any notice given pursuant to this Section 2.13(a).


 


(b)                                 Except as
otherwise provided in Section 2.21, each reduction in the Commitments
hereunder shall be made ratably among the Lenders in accordance with their
respective Commitments.  CBS agrees to
pay to the Administrative Agent for the account of the Lenders, on the date of
termination or reduction of the Commitments, the Commitment Fees on the amount
of the Commitments so terminated or reduced accrued through the date of such
termination or reduction.


 


(c)                                  Upon a
decrease, pursuant to Section 2.13(a) or (b), in the Commitments, CBS
may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency
Sublimit with respect to any or all Multi-Currencies, in each case in a minimum
principal amount of $10,000,000 and in integral multiples of $1,000,000 in
excess thereof.  No such termination or
reduction shall be made if, after giving effect thereto and to any prepayments
of the Loans made on the effective date thereof, (i) the Multi-Currency
Sublimit with respect to each applicable Multi-Currency would be less than the
Multi-Currency Revolving Loans outstanding in such 


 


39

















 


Multi-Currency at such time or (ii) the
Total Multi-Currency Sublimit would be less than the outstanding principal
amount of Multi-Currency Revolving Loans at such time.


 


SECTION 2.14.                                         Optional
Prepayments of Revolving Credit Loans.  The relevant Borrower may at any time and
from time to time prepay the Revolving Credit Loans, in whole or in part,
without premium or penalty, upon giving irrevocable written or telecopy notice
(or telephone notice promptly confirmed by written or telecopy notice) to the
Administrative Agent:  (i) before
10:00 a.m., New York City time, three Business Days prior to prepayment,
in the case of Eurocurrency Revolving Credit Loans, and (ii) before 10:00 a.m.,
New York City time, one Business Day prior to prepayment, in the case of ABR
Revolving Credit Loans.  Such notice
shall specify the date and amount of prepayment
and whether the prepayment is of Eurocurrency Revolving Credit Loans,
ABR Revolving Credit Loans or a combination thereof, and, if of a combination
thereof, the amount allocable to each. 
If a Eurocurrency Revolving Credit Loan is prepaid on any day other than
the last day of the Interest Period applicable thereto, the relevant Borrower
shall also pay any amounts owing pursuant to Section 2.16.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of ABR Revolving Credit Loans)
accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Credit Loans
shall be in an aggregate principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.


 


SECTION 2.15.                                         Reserve
Requirements; Change in Circumstances.  (a)  Notwithstanding any other provision
herein, if after the Closing Date any change in applicable law or regulation
(including any change in the reserve percentages provided for in Regulation D)
or in the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof shall
change the basis of taxation of payments to any Lender of the principal of or
interest on any Eurocurrency Loan or Absolute Rate Loan made by such Lender
(other than changes in respect of taxes imposed on the overall net income of
such Lender by the jurisdiction in which such Lender has its principal office
(or in which it holds any Eurocurrency Loan or Absolute Rate Loan) or by any
political subdivision or taxing authority therein and other than taxes that
would not have been imposed but for the failure of such Lender to comply with
applicable certification, information, documentation or other reporting
requirements), or shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of or deposits with or for the
account of such Lender, or shall impose on such Lender or the London interbank
market any other condition affecting this Agreement or any Eurocurrency Loan or
Absolute Rate Loan made by such Lender, and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any
Eurocurrency Loan or Absolute Rate Loan or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise) in respect of any Eurocurrency Loan or Absolute Rate Loan by an
amount deemed by such Lender to be material, then the relevant Borrower agrees
to pay to such Lender as provided in paragraph (c) below such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall
be entitled to request compensation under this paragraph with respect to any
Competitive Loan if the change giving rise to such request shall, or in good
faith should, have been taken into account in 


 


40

















 


formulating
the Competitive Bid pursuant to which such Competitive Loan shall have been
made.


 


(b)                                 If any Lender
or any Issuing Lender shall have determined that the adoption after the Closing
Date of any law, rule, regulation or guideline regarding capital adequacy, or any
change in any law, rule, regulation or guideline regarding capital adequacy or
in the interpretation or administration of any of the foregoing by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or Issuing Lender or any Lender’s or Issuing
Lender’s holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender’s or Issuing Lender’s capital or on the capital
of such Lender’s or Issuing Lender’s holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender or the LC Exposure of such
Lender or Letters of Credit issued by such Issuing Lender pursuant hereto to a
level below that which such Lender or Issuing Lender or such Lender’s or
Issuing Lender’s holding company could have achieved but for such
applicability, adoption, change or compliance (taking into consideration such
Lender’s or Issuing Lender’s policies and the policies of such Lender’s or
Issuing Lender’s holding company with respect to capital adequacy) by an amount
deemed by such Lender or Issuing Lender to be material, then from time to time
the relevant Borrower agrees to pay to such Lender or Issuing Lender as
provided in paragraph (c) below such additional amount or amounts as will
compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s
holding company for any such reduction suffered.


 


(c)                                  A certificate
of each Lender or Issuing Lender setting forth such amount or amounts as shall
be necessary to compensate such Lender or Issuing Lender as specified in
paragraph (a) or (b) above, as the case may be, and the basis
therefor in reasonable detail shall be delivered to the relevant Borrower and
shall be conclusive absent manifest error. 
The relevant Borrower shall pay each Lender or Issuing Lender the amount
shown as due on any such certificate within 30 days after its receipt of the
same.  Upon the receipt of any such
certificate, the relevant Borrower shall be entitled, in its sole discretion,
if any requested Loan has not been made, to cancel its acceptance of the
relevant Competitive Bids or to cancel the Competitive Bid Request relating
thereto, subject to Section 2.16.


 


(d)                                 Except as
provided in this paragraph, failure on the part of any Lender or Issuing Lender
to demand compensation for any increased costs or reduction in amounts received
or receivable or reduction in return on capital with respect to any period
shall not constitute a waiver of such Lender’s or Issuing Lender’s right to
demand compensation with respect to any other period.  The protection of this Section 2.15
shall be available to each Lender and Issuing Lender regardless of any possible
contention of the invalidity or inapplicability of the law, rule, regulation,
guideline or other change or condition which shall have occurred or been
imposed so long as it shall be customary for Lenders or Issuing Lenders
affected thereby to comply therewith.  No
Lender or Issuing Lender shall be entitled to compensation under this Section 2.15
for any costs incurred or reductions suffered with respect to any date unless
it shall have notified the relevant Borrower that it will demand compensation
for such costs or reductions under paragraph (c) above not more than 90
days after the later of (i) such date and (ii) the date on which it
shall have become aware of such costs or reductions.  Notwithstanding 


 


41

















 


any other provision of this Section 2.15,
no Lender or Issuing Lender shall demand compensation for any increased cost or
reduction referred to above if it shall not at the time be the general policy
or practice of such Lender or Issuing Lender (as the case may be) to demand
such compensation in similar circumstances under comparable provisions of other
credit agreements, if any.  In the event
any Borrower shall reimburse any Lender or Issuing Lender pursuant to this Section 2.15
for any cost and such Lender or Issuing Lender (as the case may be) shall
subsequently receive a refund in respect thereof, such Lender or Issuing Lender
(as the case may be) shall so notify such Borrower and, upon its request, will
pay to such Borrower the portion of such refund which such Lender or Issuing
Lender (as the case may be) shall determine in good faith to be allocable to
the cost so reimbursed.  The covenants
contained in this Section 2.15 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


 


SECTION 2.16.                                         Indemnity.  Each Borrower agrees to indemnify each Lender
against any loss or expense described below which such Lender may sustain or
incur as a consequence of (a) any failure by such Borrower to fulfill on
the date of any borrowing hereunder the applicable conditions set forth in Article IV,
(b) any failure by such Borrower to borrow, continue or convert any Loan
hereunder after irrevocable notice of such borrowing, continuation or
conversion has been given or deemed given or Competitive Bids have been
accepted pursuant to Article II, (c) any payment, prepayment or
conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower
required by any other provision of this Agreement or otherwise made or deemed
made, whatever the circumstances may be that give rise to such payment,
prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21
or 9.4(b), on a date other than the last day of the Interest Period applicable
thereto, or (d) if any breakage is incurred, any failure by a Borrower to
prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that
any request for indemnification made by any Lender to any Borrower pursuant
hereto shall be accompanied by such Lender’s calculation of such amount to be
indemnified.  The loss or expense for
which such Lender shall be indemnified under this Section 2.16 shall be
equal to the excess, if any, as reasonably determined by such Lender, of (i) its
cost of obtaining the funds for the Loan being paid, prepaid, converted or not
borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate
in the case of Eurocurrency Loans) for the period from the date of such
payment, prepayment, conversion or failure to borrow, continue, prepay or
convert to the last day of the Interest Period for such Loan (or, in the case
of a failure to borrow, continue, prepay or convert, the Interest Period for
such Loan which would have commenced on the date of such failure) over (ii) the
amount of interest (as reasonably determined by such Lender) that would be
realized by such Lender in reemploying the funds so paid, prepaid, converted or
not borrowed, continued, prepaid or converted for such period or Interest
Period, as the case may be; provided, however,
that such amount shall not include any loss of a Lender’s margin or spread over
its cost of obtaining funds as described above. 
A certificate of any Lender setting forth any amount or amounts which
such Lender is entitled to receive pursuant to this Section 2.16 (with
calculations in reasonable detail) shall be delivered to the relevant Borrower
and shall be conclusive absent manifest error. 
This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


 


SECTION 2.17.                                         Pro
Rata Treatment; Funding Matters; Evidence of Debt.  (a)  Except as required under Section 2.21,
each payment or prepayment of principal of any 


 


42

















 


Revolving
Credit Loan, each payment of interest on the Revolving Credit Loans, each
payment of LC Fees, each payment of the Facility Fees, and each reduction of
the Commitments, shall be allocated pro rata
among the Lenders in accordance with their respective Commitments
(or, if such Commitments shall have expired or been terminated, in accordance
with the respective principal amounts of their outstanding Revolving Credit
Loans).  Each Lender agrees that in
computing such Lender’s portion of any Loan to be made hereunder, the
Administrative Agent may, in its discretion, round such Lender’s percentage of
such Loan to the next higher or lower whole Dollar amount.


 


(b)                                 Unless the
Administrative Agent shall have received notice from a Lender prior to the
relevant borrowing date (or, in the case of a borrowing of ABR Revolving Credit
Loans, prior to the relevant borrowing time) 
that such Lender will not make available to the Administrative Agent
such Lender’s portion of a borrowing, the Administrative Agent may assume that
such Lender has made such portion available to the Administrative Agent on the
date of such borrowing in accordance with this Agreement and the Administrative
Agent may, in reliance upon such assumption, make available to the relevant
Borrower on such date a corresponding amount. 
If and to the extent that such Lender shall not have made such portion
available to the Administrative Agent, each of such Lender and the relevant
Borrower agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of such Borrower,
the interest rate applicable at the time to the relevant Loan and (ii) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or, in the case of a Loan denominated in a
Foreign Currency, the rate which would reasonably and customarily be charged
for inter-bank obligations denominated in such Foreign Currency.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender’s Loan as part of such borrowing for the purposes of this
Agreement; provided, that such repayment shall not release such Lender from any
liability it may have to such Borrower for the failure to make such Loan at the
time required herein.


 


(c)                                  The failure of
any Lender to make any Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however, that no Lender
shall be responsible for the failure of any other Lender to make any Loan
required to be made by such other Lender).


 


(d)                                 Each Lender may
at its option make any Eurocurrency Loan by causing any domestic or foreign
branch or Lender Affiliate of such Lender to make such Loan; provided, that
any exercise of such option shall not affect the obligation of the relevant
Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(e)                                  Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness to such Lender resulting from each Loan made by it
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time under this Agreement.  The Administrative Agent shall maintain
accounts in which it will record (i) the amount of each Loan made
hereunder, the Borrower with respect to each Loan, the Type of each Loan and
each Interest Period, if any, applicable thereto, 


 


43

















 


(ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to
each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from any Borrower and each Lender’s share
thereof.  The entries made in the
accounts maintained pursuant to this paragraph (e) shall, to the extent
permitted by applicable law, be prima facie evidence
of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligations of any Borrower to repay the Loans in
accordance with their terms.


 


(f)                                    In order to
expedite the transactions contemplated by this Agreement, each Subsidiary
Borrower shall be deemed, by its execution and delivery of a Subsidiary
Borrower Request, to have appointed CBS to act as agent on behalf of such
Subsidiary Borrower for the purpose of (i) giving any notices contemplated
to be given by such Subsidiary Borrower pursuant to this Agreement, including,
without limitation, borrowing notices, prepayment notices, continuation
notices, conversion notices, competitive bid requests and competitive bid
acceptances or rejections and (ii) paying on behalf of such Subsidiary
Borrower any Subsidiary Borrower Obligations owing by such Subsidiary Borrower;
provided, that each Subsidiary Borrower shall retain the right, in its
discretion, to directly give any or all of such notices or make any or all of
such payments.


 


(g)                                 The
Administrative Agent shall promptly notify the Lenders upon receipt of any
Subsidiary Borrower Designation and Subsidiary Borrower Request.  The Administrative Agent shall promptly
notify the Swingline Lenders upon receipt of any designation of a Subsidiary
Borrower as a Swingline Borrower.


 


SECTION 2.18.                                         Sharing
of Setoffs.  Except to
the extent that this Agreement provides for payments to be allocated to
Revolving Credit Loans, Swingline Loans or Competitive Loans, as the case may
be, each Lender agrees that if it shall, through the exercise of a right of
banker’s lien, setoff or counterclaim against any Borrower, or pursuant to a
secured claim under Section 506 of Title 11 of the United States Code or
other security or interest arising from, or in lieu of, such secured claim,
received by such Lender under any applicable bankruptcy, insolvency or other
similar law or otherwise, or by any other means (other than pursuant to any
provision of this Agreement), obtain payment (voluntary or involuntary) in
respect of any category of its Loans or such Lender’s Revolving Credit
Percentage of any LC Disbursement as a result of which the unpaid principal
portion of such Loans or the unpaid portion of such Lender’s Revolving Credit
Percentage of the LC Disbursements shall be proportionately less than the
unpaid principal portion of such Loans or the unpaid portion of the Revolving
Credit Percentage of the LC Disbursements of any other Lender, it shall be
deemed simultaneously to have purchased from such other Lender at face value,
and shall promptly pay to such other Lender the purchase price for, a
participation in such Loans or the Revolving Credit Percentage of the LC
Disbursements of such other Lender, so that the aggregate unpaid principal
amount of such Loans and participations in such Loans held by each Lender or
the Revolving Credit Percentage of LC Disbursements and participations in LC
Disbursements held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all such Loans or LC Disbursements then
outstanding as the principal amount of such Loans or the Revolving Credit
Percentage of LC Disbursements of each Lender prior to such exercise of banker’s
lien, setoff or counterclaim or other event was to the principal amount of all
such Loans 


 


44

















 


or
LC Disbursements outstanding prior to such exercise of banker’s lien, setoff or
counterclaim or other event; provided, however,
that, if any such purchase or purchases or adjustments shall be made pursuant
to this Section 2.18 and the payment giving rise thereto shall thereafter
be recovered, such purchase or purchases or adjustments shall be rescinded to
the extent of such recovery and the purchase price or prices or adjustment
restored without interest, unless the Lender from which such payment is
recovered is required to pay interest thereon, in which case each Lender
returning funds to such Lender shall pay its pro
rata share of such interest. 
Any Lender holding a participation in a Loan or LC Disbursement deemed
to have been so purchased may exercise any and all rights of banker’s lien, setoff
or counterclaim with respect to any and all moneys owing by any Borrower to
such Lender by reason thereof as fully as if such Lender had made a Loan
directly to such Borrower or issued a Letter of Credit for the account of such
Borrower in the amount of such participation.


 


SECTION 2.19.                                         Payments.  (a)  Except as otherwise expressly
provided herein, each Borrower shall make each payment (including principal of
or interest on any Loan or any Fees or other amounts) hereunder without setoff
or counterclaim and shall make each such payment not later than 12:00 noon, New
York City time, on the date when due in Dollars to the Administrative Agent at
its offices at JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York
10017, in immediately available funds. 
Notwithstanding the foregoing, each Borrower shall make each payment
with respect to any Loan denominated in any Foreign Currency (including
principal of or interest on any such Loan or other amounts) hereunder without
setoff or counterclaim and shall make each such payment not later than 12:00
noon, London time, on the date when due in the relevant Foreign Currency to the
Administrative Agent at its offices at J.P. Morgan Europe Limited, 125 London
Wall, London, England EC2Y 5AJ, United Kingdom, in immediately available funds.


 


(b)                                 Whenever any
payment (including principal of or interest on any Loan or any Fees or other
amounts) hereunder shall become due, or otherwise would occur, on a day that is
not a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of interest or Fees, if applicable.


 


SECTION 2.20.                                         Taxes.  (a)  Any and all payments by each
Borrower hereunder shall be made, in accordance with Section 2.19, free
and clear of and without deduction or withholding (except to the extent
required by law) for any and all present or future Taxes, excluding (i) net income taxes and franchise taxes (imposed in lieu
of net income taxes) imposed on the Administrative Agent or any Lender as a
result of a present or former connection between the Administrative Agent or
such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Administrative Agent’s or such
Lender’s having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any other Loan Document),
(ii)Taxes that are attributable to such Lender’s failure to comply with the
requirements of Section 2.20(f) or (g), and (iii) Taxes that are
withholding taxes that are imposed by the United States of America on amounts
payable to a Lender at the time such Lender becomes a party to this Agreement
(or designates a new lending office), except (x) to the extent that the
Lender or such Lender’s assignor (if any) was entitled, at the time of
assignment (or designation of a new lending office), to receive additional
amounts from the 


 


45

















 


Borrowers
with respect to such Taxes pursuant to this Section 2.20(a), or (y) those
imposed on a Transferee pursuant to a request by the Borrower under Section 2.21(b)(ii) (all
such excluded Taxes being hereinafter referred to as “Excluded
Taxes” and all Taxes other than Excluded Taxes being hereinafter
referred to as “Indemnified Taxes”).  If any Indemnified Taxes or Other Taxes shall
be required by law to be deducted or withheld from or in respect of any sum
payable to any Agent or any Lender hereunder (as determined by the applicable
withholding agent in good faith), (i) the sum payable shall be increased
by the amount necessary so that after making all required withholdings or
deductions (including withholdings or deductions applicable to additional sums
payable under this Section 2.20) such Agent or such Lender shall receive
an amount equal to the sum it would have received had no such withholdings
deductions been made and (ii) such withholdings or deductions shall be
made and the full amounts withheld or deducted shall be paid to the relevant
taxing authority or other Governmental Authority in accordance with applicable
law.


 


(b)                                 The relevant
Borrower agrees to pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.


 


(c)                                  The relevant
Borrower will indemnify each Lender (or Transferee) and the Administrative
Agent for the full amount of Indemnified Taxes and Other Taxes (including any
Indemnified Taxes or Other Taxes imposed by the applicable jurisdiction on
amounts payable under this Section 2.20) paid by such Lender (or
Transferee) or the Administrative Agent, as the case may be, and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally asserted by the relevant taxing authority or other Governmental
Authority.  Such indemnification shall be
made within 30 days after the date such Lender (or Transferee) or the
Administrative Agent, as the case may be, makes written demand therefor.


 


(d)                                 Whenever any
Indemnified Taxes or Other Taxes are payable by any Borrower, within 30 days
thereafter such Borrower shall send to the Administrative Agent for its own
account or for the account of the relevant Lender, as the case may be, a
certified copy of an official receipt received by such Borrower showing payment
thereof (or other evidence of such payment reasonably satisfactory to the
Administrative Agent).


 


(e)                                  Without
prejudice to the survival of any other agreement contained herein, the
agreements and obligations contained in this Section 2.20 shall survive
the payment in full of the principal of and interest on all Loans made
hereunder and of all other amounts payable hereunder.


 


(f)                                    Each Lender (or
Transferee) that is not a “United States Person” as defined in Section 7701(a)(30)
of the Code (such Lender (or Transferee), a “Non-U.S.
Person”) shall deliver to CBS and the Administrative Agent (or, in the
case of a participant, to the Lender from which the related participation shall
have been purchased) (i) two copies of either U.S. Internal Revenue
Service Form W-8BEN, Form W-8ECI, or Form W-8IMY (accompanied by
applicable underlying Internal Revenue Service forms) claiming complete
exemption from or a reduction in U.S. federal withholding tax on all payments
by any Borrower under this Agreement, (ii) in the case of a Non-U.S.
Person claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of


 


46














 


“portfolio interest”, the applicable Form W-8,
or any subsequent versions thereof or successors thereto, and a statement
representing that such Non-U.S. Person is not a “bank” for purposes of Section 881(c) of
the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
the Code) of CBS and is not a controlled foreign corporation related to CBS
(within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Non-U.S. Person claiming complete exemption
from U.S. federal withholding tax on all payments by any Borrower under this
Agreement or (iii) any other form prescribed by applicable law as a basis
for claiming exemption from or a reduction in U.S. federal withholding tax duly
completed together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrower to determine the withholding or
deduction required to be made.  In the case of a Non-U.S. Person claiming the benefits of an
income tax treaty to which the United States is a party, the U.S. Internal
Revenue Service Form W-8BEN shall, as applicable, (1) establish an
exemption from U.S. federal withholding Tax pursuant to the “interest” article
of such tax treaty and/or (2) establish an exemption from U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of
such tax treaty.  Such forms
shall be delivered by each Non-U.S. Person promptly after it becomes a party to
this Agreement (or, in the case of any participant, promptly after the date
such participant purchases the related participation) and from time to time
thereafter upon the request of the Borrower or the Administrative Agent.  In addition, each Non-U.S. Person shall
deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Non-U.S. Person. 
Each Non-U.S. Person shall promptly notify CBS and the Administrative
Agent at any time it determines that it is no longer in a position to provide
any previously delivered certificate to CBS (or any other form of certification
adopted by the U.S. taxing authorities for such purpose).  Unless CBS and the Administrative Agent (or,
in the case of a participant, the Lender from which the related participation
shall have been purchased) have received forms or other documents satisfactory
to them indicating that payments hereunder are not subject to United States
withholding tax, the relevant Borrower or the Administrative Agent shall withhold taxes from such payments at
the applicable statutory rate in the case of payments of interest to or for any
Lender (or Transferee) that is a Non-U.S. Person.  Notwithstanding any other provision of this Section 2.20(f),
a Non-U.S. Person shall not be required to deliver any form pursuant to this Section 2.20(f) that
such Non-U.S. Person is not legally able to deliver.


 


(g)                                 A Lender that
is entitled to an exemption from or reduction of any non-U.S. withholding tax
under the law of the jurisdiction in which a Borrower is located, or under any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to such Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by such Borrower or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate, provided that
such Lender is legally entitled to complete, execute and deliver such
documentation and in such Lender’s reasonable judgment such completion,
execution or submission would not materially prejudice the legal position of
such Lender.


 


SECTION 2.21.                                         Termination
or Assignment of Commitments Under Certain Circumstances.  (a)  Any Lender (or Transferee)
claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20
or giving notice to the Administrative Agent and CBS as contemplated in the “plus”
clause in the definition of Eurocurrency Rate in Section 1.1 shall use 


 


47

















 


reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document requested by any Borrower or to change the jurisdiction
of its applicable lending office if the making of such a filing or change would
avoid the need for or reduce the amount of any such additional amounts which
may thereafter accrue and would not, in the sole, good faith determination of
such Lender (or Transferee), be otherwise disadvantageous to such Lender (or
Transferee).


 


(b)                                 In the event
that (w) any Lender shall have delivered a notice or certificate pursuant
to Section 2.15, (x) any Borrower shall be required to make
additional payments to any Lender under Section 2.20, (y) any Lender
(a “Non-Consenting Lender”) shall
withhold its consent to any amendment described in clause (i) or (ii) of
Section 9.8(b) as to which consents have been obtained from Lenders
having Total Facility Percentages aggregating at least 90% or (z) any Lender
becomes a Defaulting Lender, CBS shall have the right, at its own expense, upon
notice to such Lender (or Lenders) and the Administrative Agent, (i) to
terminate the Commitments of such Lender (except in the case of clause (y) above)
or (ii) to require such Lender (or, in the case of clause (y) above,
each Non-Consenting Lender) to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in Section 9.4)
all its interests, rights and obligations under this Agreement to one or more
other financial institutions acceptable to CBS (unless an Event of Default has
occurred and is continuing) and the Administrative Agent, which approval in
each case shall not be unreasonably withheld, which shall assume such obligations;
provided, that (w) in the case of any replacement of Non-Consenting
Lenders, each assignee shall have consented to the relevant amendment, (x) no
such termination or assignment shall conflict with any law, rule or
regulation or order of any Governmental Authority, (y) the Borrowers or
the assignee (or assignees), as the case may be, shall pay to each affected
Lender in immediately available funds on the date of such termination or
assignment the principal of and interest accrued to the date of payment on the
Loans made by it hereunder and all other amounts accrued for its account or
owed to it hereunder and (z) CBS may not terminate Commitments
representing more than 10% of the original aggregate Commitments pursuant to
this paragraph (b).


 


SECTION 2.22.                                         Currency
Equivalents.  (a)  The
Administrative Agent shall determine the Dollar equivalent of each Competitive
Bid Loan in a Foreign Currency and each Multi-Currency Revolving Loan as of the
first day of each Interest Period applicable thereto and, in the case of any
such Interest Period of more than three months, at three-month intervals after
the first day thereof.  The
Administrative Agent shall promptly notify the applicable Borrowers and the
Lenders of the Dollar equivalent so determined by it.  Each such determination shall be based on the
Spot Rate (i) (A) on the date of the related Competitive Bid Request,
for purposes of the initial determination of such Competitive Bid Loan, and (B) on
the date of the related Revolving Credit Borrowing Request, for purposes of the
initial determination of such Multi-Currency Revolving Loan, and (ii) on
the fourth Business Day prior to the date on which such Dollar equivalent is to
be determined, for purposes of subsequent determinations.


 


(b)                                 The
Administrative Agent shall determine the Dollar equivalent of the Aggregate LC
Exposure related to each Letter of Credit issued in a Foreign Currency as of
the date of the issuance thereof, at three-month intervals after the date of
issuance thereof and as of the date of each drawing thereunder.  Each such determination shall be based on the
Spot Rate (i) on the date of the related notice of any proposed issuance
of a Letter of Credit pursuant to 


 


48

















 


Section 2.7(c), in the case of the
initial determination of such Letter of Credit, (ii) on the second
Business Day prior to the date as of which such Dollar equivalent is to be
determined, in the case of any subsequent determination with respect to an
outstanding Letter of Credit and (iii) on the second Business Day prior to
the related drawing thereunder, in the case of any determination as to a
drawing thereunder.


 


(c)                                  If after giving
effect to any such determination of a Dollar equivalent with respect to
Competitive Bid Loans or Letters of Credit, the Dollar equivalent thereof
exceeds $150,000,000, CBS shall, or shall cause the applicable Subsidiary
Borrowers to, within five Business Days, (i) in the case of an excess with
respect to Competitive Bid Loans, prepay outstanding Competitive Bid Loans in
Foreign Currencies to eliminate such excess, (ii) in the case of an excess
with respect to Letters of Credit, cause to be reduced (or, at the relevant
Borrower’s option, cash collateralize) outstanding Letters of Credit in Foreign
Currencies to eliminate such excess, or (iii) in each case, take such
other action to the extent necessary to eliminate any such excess.  If after giving effect to any such
determination of a Dollar equivalent with respect to Multi-Currency Revolving
Loans, the Dollar equivalent thereof exceeds (A) the Multi-Currency
Sublimit for any currency or (B) the Total Multi-Currency Sublimit, CBS
shall, or shall cause the relevant Subsidiary Borrowers to, within five
Business Days, prepay outstanding Multi-Currency Revolving Loans so that the
Specified Currency Availability for each currency is greater than or equal to
zero and so that the Total Specified Currency Availability is greater than or
equal to zero or take such other action to the extent necessary to eliminate any
such excess.


 


(d)                                 Notwithstanding
the foregoing, if at any time (i) the Commitment Utilization Percentage
(calculated without giving effect to clauses (a)(ii) and (b)(ii) contained
in the definition thereof in Section 1.1) is greater than 110%, CBS shall,
or shall cause the relevant Subsidiary Borrowers to, within five Business Days
prepay outstanding Competitive Bid Loans in Foreign Currencies, prepay
outstanding Multi-Currency Revolving Loans, cause to be reduced (or, at the
relevant Borrower’s option, cash collateralize) outstanding Letters of Credit
in Foreign Currencies or take such other action to the extent necessary to
eliminate any such excess, or (ii) the Dollar equivalent of the
outstanding Multi-Currency Revolving Loans is greater than 110% of (A) the
Multi-Currency Sublimit for any currency or (B) the Total Multi-Currency
Sublimit, CBS shall, or shall cause the relevant Subsidiary Borrowers to,
within five Business Days, prepay outstanding Multi-Currency Revolving Loans so
that the Specified Currency Availability for each currency is greater than or
equal to zero and so that the Total Specified Currency Availability is greater
than or equal to zero or take such other action to the extent necessary to
eliminate any such excess.


 


(e)                                  If any prepayment
of a Competitive Bid Loan or a Multi-Currency Revolving Loan occurs pursuant to
this Section 2.22 on a day which is not the last day of the then current
Interest Period with respect thereto, CBS shall, or shall cause the applicable
Subsidiary Borrowers to, pay to the Lenders such amounts, if any, as may be
required pursuant to Section 2.16.


 


SECTION 2.23.                                         Judgment
Currency.  If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
due from any Borrower hereunder in the currency expressed to be payable herein
(the “specified currency”) into
another currency, the parties 


 


49

















 


hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent’s London office on any Business
Day preceding that on which the final judgment is given.  The obligations of each Borrower in respect
of any sum due to any Lender or the Administrative Agent hereunder shall,
notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following receipt by
such Lender or the Administrative Agent, as the case may be, of any sum
adjudged to be so due in such other currency such Lender or the Administrative
Agent, as the case may be, may in accordance with normal banking procedures
purchase the specified currency with such other currency.  If the amount of the specified currency so
purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, the applicable
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against such loss, and
if the amount of the specified currency so purchased exceeds (i) the sum
originally due to any Lender or the Administrative Agent, as the case may be,
in the specified currency and (ii) any amounts shared with other Lenders
as a result of allocations of such excess as a disproportionate payment to such
Lender as compared to such Lender’s Total Facility Percentage, such Lender or
the Administrative Agent, as the case may be, agrees to remit such excess to
the applicable Borrower.


 


SECTION 2.24.                                         Defaulting
Lenders.  Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender,
then the following provisions shall apply for so long as such Lender is a
Defaulting Lender:


 


(a)                                  fees shall
cease to accrue on the unused portion of the Commitment of such Defaulting
Lender pursuant to Section 2.9(a);


 


(b)                                 the Commitment
and Facility Exposure of such Defaulting Lender shall not be included in
determining whether all Lenders or the Required Lenders have taken or may take
any action hereunder (including any consent to any amendment or waiver pursuant
to Section 9.8), provided that any waiver, amendment or modification
requiring the consent of all Lenders or each directly affected Lender pursuant
to Section 9.8(b)(i), (ii) and (iii), shall in each case require the
consent of such Defaulting Lender;


 


(c)                                  if any ABR
Swingline Exposure or LC Exposure exists at the time a Lender becomes a
Defaulting Lender then:


 


(i)                                     all or any part
of the contingent obligations of the Lenders in respect of such ABR Swingline
Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Revolving Credit Percentages but only to
the extent (x) the sum of all non-Defaulting Lenders’ Outstanding
Revolving Extensions of Credit does not exceed the total of all non-Defaulting
Lenders’ Commitments and (y) the conditions set forth in Section 4.3(b),
(c) and (d) are satisfied at such time; and


 


50

















 


(ii)                                  if the
reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrowers shall within one Business Day following notice by
the Administrative Agent (x) first, prepay the ABR Swingline Loans
and (y) second, cash collateralize such Defaulting Lender’s LC
Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in a manner satisfactory to the Administrative Agent for so long as such LC
Exposure is outstanding.


 


(iii)                               if the
Borrowers cash collateralize any portion of such Defaulting Lender’s LC
Exposure pursuant to this Section 2.24(c), the Borrowers shall not be
required to pay any fees to such Defaulting Lender pursuant to Section 2.9(b) with
respect to such Defaulting Lender’s LC Exposure during the period such
Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)                              if the LC
Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.24(c),
then the fees payable to the Lenders pursuant to Section 2.9(b) shall
be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit
Percentages; and


 


(v)                                 if any
Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated
pursuant to this Section 2.24(c), then, without prejudice to any rights or
remedies of any Issuing Lender or any Lender hereunder, all fees that otherwise
would have been payable to such Defaulting Lender (solely with respect to the
portion of such Defaulting Lender’s Commitment that was utilized by such LC
Exposure) under Section 2.9(b) with respect to such Defaulting Lender’s
LC Exposure shall be payable to the Issuing Lenders in accordance with their
outstanding Letters of Credit until such LC Exposure is cash collateralized
and/or reallocated;


 


(d)                                 so long as any
Lender is a Defaulting Lender none of the Swingline Lenders shall be required
to fund any ABR Swingline Loans and none of the Issuing Lenders shall be
required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related exposure will be 100% covered by the Commitments of
the non-Defaulting Lenders and/or cash collateral will be provided by the
Borrowers in accordance with Section 2.24(c), and participating interests
in any such newly issued or increased Letter of Credit or newly made Swingline
Loans shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 2.24(c)(i) (and Defaulting Lenders shall not participate
therein); and


 


(e)                                  any amount
payable to such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would otherwise be
payable to such Defaulting Lender pursuant hereto (but excluding Section 2.21)
may, in lieu of being distributed to such Defaulting Lender, be applied by the
Administrative Agent (i) first, to the payment of any amounts owing
by such Defaulting Lender to the Issuing Lenders, the Swingline Lenders and the
Administrative Agent hereunder, (ii) second, to the funding of any
Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement and (iii) third, to such
Defaulting Lender; provided that if such payment is (x) a prepayment of
the principal amount of any Loans and (y) made at a time when the
conditions set forth in Section 4.3 are satisfied, such payment shall be
applied solely to prepay the Loans of 


 


51

















 


all non-Defaulting Lenders pro rata prior to
being applied to the prepayment of any Loans of any Defaulting Lender.


 


In the event that the Administrative Agent and CBS
each agrees that a Defaulting Lender has adequately remedied all matters that
caused such Lender to be a Defaulting Lender, then on such date such Lender
shall purchase at par such of the Revolving Credit Loans of the other Lenders
as the Administrative Agent shall determine may be necessary in order for such
Lender to hold the Revolving Credit Loans in accordance with its Commitment
Percentage.  Except as expressly modified
by this Section 2.24, the performance by any Borrower under any of the Loan
Documents shall not be excused or otherwise modified as a result of this Section 2.24.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


CBS hereby represents and warrants, and each
Subsidiary Borrower by its execution and delivery of a Subsidiary Borrower
Request represents and warrants (to the extent specifically applicable to such
Subsidiary Borrower), to each of the Lenders that:


 


SECTION 3.1.                                               Corporate
Existence.  Each of CBS
and each Material Subsidiary: (a) is a corporation, partnership or other
entity duly organized and validly existing under the laws of the jurisdiction
of its organization; (b) has all requisite corporate or other power, and
has all material governmental licenses, authorizations, consents and approvals,
necessary to own its assets and carry on its business as now being conducted,
except where the failure to have any of the foregoing would not result in a
Material Adverse Effect; and (c) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify would result in a
Material Adverse Effect.


 


SECTION 3.2.                                               Financial
Condition.  The
consolidated balance sheet of CBS and its Consolidated Subsidiaries as at December 31,
2008, and the related consolidated statements of operations and cash flows of
CBS and its Consolidated Subsidiaries for the fiscal year ended on such date,
with the opinion thereon of PricewaterhouseCoopers LLP, heretofore furnished to
each of the Lenders (or set forth in CBS’s Annual Report on Form 10-K for
such fiscal year filed with the SEC and made available to the Lenders through
access to a web site, including, without limitation, www.sec.gov), fairly
present the consolidated financial condition of CBS and its Consolidated
Subsidiaries as at such date and the consolidated results of their operations
for the fiscal year ended on such date in accordance with GAAP.  The unaudited consolidated balance sheet of
CBS and its Consolidated Subsidiaries as at June 30, 2009, and the related
unaudited consolidated statements of operations and cash flows of CBS and its
Consolidated Subsidiaries for the six-month period then ended, heretofore
furnished to each of the Lenders (or set forth in CBS’s Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2009 filed with the SEC and made
available to the Lenders through access to a web site, including, without
limitation, www.sec.gov), fairly present (subject to normal year-end audit
adjustments) the consolidated financial condition of CBS and its Consolidated
Subsidiaries as at such date and the consolidated results of their operations
for the six-month period ended on such 


 


52

















 


date
in accordance with GAAP.  Neither CBS nor
any of its Material Subsidiaries had on June 30, 2009 any known material
contingent liability, except as referred to or reflected or provided for in the
Exchange Act Report or in such balance sheets (or the notes thereto) as at such
date.


 


SECTION 3.3.                                               Litigation.  Except as disclosed to the Lenders in the
Exchange Act Report or otherwise disclosed in writing to the Lenders prior to
the Closing Date, there are no legal or arbitral proceedings, or any
proceedings by or before any Governmental Authority, pending or (to the
knowledge of CBS) threatened against CBS or any of its Material Subsidiaries
which have resulted in a Material Adverse Effect (it being agreed that any
legal or arbitral proceedings which have been disclosed in the Exchange Act
Report, whether threatened, pending, resulting in a judgment or otherwise,
prior to the time a final judgment for the payment of money shall have been
recorded against CBS or any Material Subsidiary by any Governmental Authority
having jurisdiction, and the judgment is non-appealable (or the time for appeal
has expired) and all stays of execution have expired or been lifted shall not,
in and of itself, be deemed to result in a Material Adverse Effect).  The “Exchange
Act Report” shall mean, collectively, (a) the Annual Report of
CBS on Form 10-K for the year ended December 31, 2008 and Quarterly
Reports on Form 10-Q and Reports on Form 8-K of CBS filed with or
furnished to the SEC subsequent to December 31, 2008, but on or before October 26,
2009, in each case, as amended or supplemented on or before October 26,
2009.


 


SECTION 3.4.                                               No
Breach, etc.  None of the
execution and delivery of this Agreement, the consummation of the transactions
herein contemplated and compliance with the terms and provisions hereof will
conflict with or result in a breach of, or require any consent under, the
charter or By-laws (or other equivalent organizational documents) of any
Borrower or CBS Operations, or any applicable law or regulation, or any order,
writ, injunction or decree of any Governmental Authority, or any material
agreement or instrument to which CBS or any of its Material Subsidiaries or CBS
Operations is a party or by which any of them is bound or to which any of them
is subject, or constitute a default under any such agreement or instrument, or
result in the creation or imposition of any Lien upon any of the revenues or
assets of CBS or any of its Material Subsidiaries or CBS Operations pursuant to
the terms of any such agreement or instrument. 
Neither CBS nor any of its Material Subsidiaries nor CBS Operations is
in default under or with respect to any of its material contractual obligations
in any respect that would have a Material Adverse Effect.


 


SECTION 3.5.                                               Corporate
Action.  Each of the Borrowers and CBS
Operations has all necessary corporate power and authority to execute, deliver
and perform its obligations under this Agreement; the execution and delivery by
each of the Borrowers and CBS Operations of this Agreement (or, in the case of
each Subsidiary Borrower, the relevant Subsidiary Borrower Request), and the
performance by each of the Borrowers and CBS Operations of this Agreement, have
been duly authorized by all necessary corporate action on its part; this
Agreement (or, in the case of each Subsidiary Borrower, the relevant Subsidiary
Borrower Request) has been duly and validly executed and delivered by each of
the Borrowers and CBS Operations; and this Agreement constitutes a legal, valid
and binding obligation of each of the Borrowers and CBS Operations, enforceable
in accordance with its terms except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws of
general applicability affecting the enforcement of creditors’ rights and (b) the
application 


 


53

















 


of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


SECTION 3.6.                                               Approvals.  No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the execution, delivery or performance by each Borrower of this Agreement
or for the validity or enforceability hereof.


 


SECTION 3.7.                                               ERISA.  CBS and, to the best of its knowledge, its
ERISA Affiliates have fulfilled their respective obligations under the minimum
funding standards of ERISA and the Code with respect to each Plan and are in
compliance in all material respects with the currently applicable provisions of
ERISA and the Code except where any failure or non-compliance would not result
in a Material Adverse Effect.


 


SECTION 3.8.                                               Taxes.  CBS and its Material Subsidiaries, to the
knowledge of CBS, have filed all United States Federal income tax returns and
all other material tax returns which are required to be filed by or in respect
of them and have paid or caused to be paid all Taxes shown as due on such
returns or pursuant to any assessment received by CBS or any of its Material
Subsidiaries, except those being contested and reserved against in accordance
with Section 5.2.


 


SECTION 3.9.                                               Investment
Company Act.  No Borrower
is an “investment company”, or a
company “controlled” by an “investment company”, subject to regulation
under the Investment Company Act of 1940, as amended.


 


SECTION 3.10.                                         Environmental.  Except as in the aggregate would not have a
Material Adverse Effect, neither CBS nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance or liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of its or its Subsidiaries’ Properties or business, nor does CBS
have any knowledge that any notice will be received or is being threatened.


 


SECTION 3.11.                                         Material
Subsidiaries.  The list of
Subsidiaries set forth in the most recently issued Form 10-K of CBS is
complete and correct in all material respects with respect to Material
Subsidiaries as of the date of the issuance of such Form 10-K.


 


ARTICLE IV



CONDITIONS OF EFFECTIVENESS AND LENDING


 


SECTION 4.1.                                               Effectiveness.  The effectiveness of this Agreement is
subject to the satisfaction of the following conditions:


 


(a)                                  Credit
Agreement.  The
Administrative Agent shall have received this Agreement, executed and delivered
by a duly authorized officer of CBS and CBS Operations.


 


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(b)                                 Closing
Certificate.  The
Administrative Agent shall have received a Closing Certificate, substantially
in the form of Exhibit E, of CBS and CBS Operations, dated the Effective
Date, with appropriate insertions and attachments.


 


(c)                                  Opinion
of Counsel.  The
Administrative Agent shall have received an opinion of the general counsel of
CBS and CBS Operations, dated the Effective Date, in form and substance satisfactory
to the Administrative Agent and customary for transactions of this type.


 


(d)                                 Existing
Credit Agreement.  The
commitments under the Existing Credit Agreement shall have been terminated and
all loans thereunder shall have been prepaid or paid in full.


 


SECTION 4.2.                                               Initial
Loans to Subsidiary Borrowers.  The obligation of each Lender to make its
initial Loan to a particular Subsidiary Borrower, if designated as such on or
after the Effective Date, is subject to the satisfaction of the conditions that
(a) CBS shall have delivered to the Administrative Agent (which shall
promptly furnish to each Lender) a Subsidiary Borrower Designation for such
Subsidiary Borrower no less than five (5) Business Days prior to the
effective date of such designation, (b) such Subsidiary Borrower shall
have furnished to the Administrative Agent (i) a Subsidiary Borrower
Request, (ii) a Closing Certificate of such Subsidiary Borrower, with
appropriate insertions and attachments, (iii) one or more executed legal
opinions with respect to such Subsidiary Borrower, in form and substance
reasonably satisfactory to the Administrative Agent, and (iv) such
reasonable documentation and other information required by bank regulatory
authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including without limitation the Patriot Act, to the extent
reasonably requested by the Administrative Agent or any Lender. Notwithstanding
the foregoing, a Lender shall not be required to make a Loan as part of any
borrowing by a Subsidiary Borrower organized under the laws of a jurisdiction
outside the United States of America if the making of such Loan would violate
any law or regulation to which such Lender is subject.  Each Lender agrees promptly to notify the
Administrative Agent and CBS upon becoming aware that the making of a Loan to
any such Subsidiary Borrower would violate any law or regulation to which it is
subject.  CBS may from time to time
deliver a subsequent Subsidiary Borrower Designation with respect to any
Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose
of terminating such Subsidiary Borrower’s designation as such, so long as, on
the effective date of such termination, all Subsidiary Borrower Obligations in
respect of such Subsidiary Borrower shall have been paid in full.  In addition, if on any date a Subsidiary
Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in
respect of such Subsidiary Borrower shall automatically become due and payable
on such date and no further Loans may be borrowed by such Subsidiary Borrower
hereunder.


 


SECTION 4.3.                                               All
Credit Events.  The
obligation of each Lender to make each Loan, and the obligation of each Issuing
Lender to issue each Letter of Credit, are subject to the satisfaction of the
following conditions:


 


(a)                                  The
Administrative Agent shall have received a request for, or notice of, such
Credit Event if and as required by Section 2.3, 2.4, 2.6 or 2.7, as
applicable;


 


55

















 


(b)                                 Each of the
representations and warranties made by CBS and, in the case of a borrowing by a
Subsidiary Borrower, by such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4,
3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 shall be true and correct in all material
respects on and as of the date of such Credit Event with the same effect as
though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date;


 


(c)                                  At the time of
and immediately after giving effect to such Credit Event no Default or Event of
Default shall have occurred and be continuing; and


 


(d)                                 After giving
effect to such Credit Event, (i) with respect to Revolving Credit Loans, (A) the
Outstanding Revolving Extensions of Credit of each Lender shall not exceed such
Lender’s Commitment then in effect and (B) the Total Facility Exposure
shall not exceed the Total Commitment then in effect, and (ii) with
respect to Multi-Currency Revolving Loans, (A) the outstanding
Multi-Currency Revolving Loans in a particular Multi-Currency shall not exceed
the Multi-Currency Sublimit for such currency and (B) the aggregate outstanding
Multi-Currency Revolving Loans shall not exceed the Total Multi-Currency
Sublimit.


 


Each Credit Event shall be deemed to constitute a
representation and warranty by CBS on the date of such Credit Event as to the
matters specified in paragraphs (b) and (c) of this Section 4.3.


 


ARTICLE V



COVENANTS


 


CBS covenants and agrees with each Lender that, as
long as the Commitments shall be in effect or the principal of or interest on
any Loan shall be unpaid, or there shall be any Aggregate LC Exposure, unless
the Required Lenders shall otherwise consent in writing:


 


SECTION 5.1.                                               Financial
Statements.  CBS shall
deliver to each of the Lenders:


 


(a)                                  within 45 days
after the end of each of the first three quarterly fiscal periods of each
fiscal year of CBS, consolidated statements of operations and cash flows of CBS
and its Consolidated Subsidiaries for such period and for the period from the
beginning of the respective fiscal year to the end of such period, and the
related consolidated balance sheet as at the end of such period, setting forth
in each case in comparative form the corresponding consolidated figures for the
corresponding period in the preceding fiscal year, accompanied by a certificate
of a Financial Officer of CBS which certificate shall state that such financial
statements fairly present the consolidated financial condition and results of
operations of CBS and its Consolidated Subsidiaries in accordance with GAAP as
at the end of, and for, such period, subject to normal year-end audit adjustments;
provided, that the requirement herein for the furnishing of such quarterly
financial statements may be fulfilled by providing to the Lenders the report of
CBS to the SEC on Form 10-Q for the applicable quarterly period,
accompanied by the officer’s certificate described in the last paragraph of
this Section 5.1;


 


56














 


(b)           within 90 days after the end of each fiscal year of CBS,
consolidated statements of operations and cash flows of CBS and its
Consolidated Subsidiaries for such year and the related consolidated balance
sheet as at the end of such year, setting forth in comparative form the
corresponding consolidated figures for the preceding fiscal year, and
accompanied by an opinion thereon (unqualified as to the scope of the audit) of
independent certified public accountants of recognized national standing, which
opinion shall state that such consolidated financial statements fairly present
the consolidated financial condition and results of operations of CBS and its
Consolidated Subsidiaries as at the end of, and for, such fiscal year; provided, that
the requirement herein for the furnishing of annual financial statements may be
fulfilled by providing to the Lenders the report of CBS to the SEC on Form 10-K
for the applicable fiscal year;


 


(c)           promptly upon their becoming publicly available, copies of
all registration statements and regular periodic reports (including without
limitation any and all reports on Form 8-K), if any, which CBS or any of
its Subsidiaries shall have filed with the SEC or any national securities
exchange;


 


(d)           promptly upon the mailing thereof to the shareholders of
CBS generally, copies of all financial statements, reports and proxy statements
so mailed;


 


(e)           within 30 days after a Responsible Officer of CBS knows or
has reason to believe that any of the events or conditions specified below with
respect to any Plan or Multiemployer Plan have occurred or exist which would
reasonably be expected to result in a Material Adverse Effect, a statement
signed by a senior financial officer of CBS setting forth details respecting
such event or condition and the action, if any, which CBS or its ERISA
Affiliate proposes to take with respect thereto (and a copy of any report or
notice required to be filed with or given to PBGC by CBS or an ERISA Affiliate
with respect to such event or condition):


 


(i)            any reportable
event, as defined in Section 4043(c) of ERISA and the regulations
issued thereunder, with respect to a Plan, as to which PBGC has not by
regulation waived the requirement of Section 4043(a) of ERISA that it
be notified within 30 days of the occurrence of such event; provided, that a failure to meet the
minimum funding standards of Section 412 or 430 of the Code or Section 302
of ERISA shall be a reportable event regardless of the issuance of any waiver
in accordance with Section 412(c) of the Code or Section 302(c) of
ERISA;


 


(ii)           the filing under Section 4041
of ERISA of a notice of intent to terminate any Plan or the termination of any
Plan;


 


(iii)          the termination
under Section 4041A, or the institution by PBGC of proceedings under Section 4042(a) of
ERISA for the termination of, or the appointment of a trustee to administer
under Section 4042(b) of ERISA any Plan, or the receipt by CBS or any
ERISA Affiliate of a notice from a Multiemployer Plan that such action has been
taken by PBGC with respect to such Multiemployer Plan;


 


57

















 


(iv)          the complete or
partial withdrawal by CBS or any ERISA Affiliate under Section 4201 or
4204 of ERISA from a Multiemployer Plan, or the receipt by CBS or any ERISA Affiliate
of notice from a Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate
or has terminated under Section 4041A of ERISA;


 


(v)           the institution of a
proceeding by a fiduciary of any Multiemployer Plan against CBS or any ERISA
Affiliate to enforce Section 515 of ERISA, which proceeding is not
dismissed within 30 days;


 


(vi)          a failure to make a
required installment or other payment with respect to a Plan (within the
meaning of Section 430(k) of the Code), in which case the notice
required hereunder shall be provided within 10 days after the due date for
filing notice of such failure with PBGC; and


 


(vii)         a determination that
any Plan is in “at risk” status (within the meaning of Section 430 of the
Code or Title IV of ERISA) or a determination that any Multiemployer Plan is “insolvent”
(within the meaning of Section 4245 of ERISA), “in reorganization” (within
the meaning of Section  4241 of ERISA), or in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305
or Title IV of ERISA); and


 


(f)            promptly after a Responsible Officer of CBS knows or has
reason to believe that any Default or Event of Default has occurred, a notice
of such Default or Event of Default describing it in reasonable detail and,
together with such notice or as soon thereafter as possible, a description of
the action that CBS has taken and proposes to take with respect thereto;


 


(g)           promptly after a Responsible Officer of CBS knows that any
change has occurred in CBS’s Debt Rating by either Rating Agency, a notice
describing such change; and


 


(h)           promptly from time to time such other information
regarding the financial condition, operations or business of CBS or any of its
Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and
any reports or other information required to be filed under ERISA) as any
Lender through the Administrative Agent may reasonably request.


 


CBS will furnish to the
Administrative Agent and each Lender, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a
certificate (which may be a copy in the case of each Lender) of a Financial
Officer of CBS (a “Compliance Certificate”)
(i) to the effect that no Default or Event of Default has occurred and is
continuing (or, if any Default or Event of Default has occurred and is
continuing, describing it in reasonable detail and describing the action that
CBS has taken and proposes to take with respect thereto), and (ii) setting
forth in reasonable detail the computations (including any pro forma calculations as described in Section 1.2(c))
necessary to determine whether CBS is in compliance with the Financial Covenant
as of the end of the respective quarterly fiscal period or fiscal year.  Each Lender hereby agrees that CBS may, in
its discretion, provide any notice, report or other information to be provided
pursuant to this Section 5.1 to such Lender by (i) electronic mail to
the electronic mail address 


 


58

















 


provided by such Lender
and/or (ii) through access to a web site, including, without limitation,
www.sec.gov.


 


SECTION 5.2.                Corporate
Existence, Etc.  CBS will, and
will cause each of its Material Subsidiaries to, preserve and maintain its
legal existence and all of its material rights, privileges and franchises (provided that
(a) nothing in this Section 5.2 shall prohibit any transaction
expressly permitted under Section 5.4, (b) the corporate existence of
any Subsidiary (other than a Subsidiary Borrower or CBS Operations) may be
terminated if, in the good faith judgment of the board of directors or the
chief financial officer of CBS, such termination is in the best interests of
CBS and such termination would not have a Material Adverse Effect, and (c) CBS
or such Material Subsidiary shall not be required to preserve or maintain any
such right, privilege or franchise if the board of directors of CBS or such
Material Subsidiary, as the case may be, shall determine that the preservation
or maintenance thereof is no longer desirable in the conduct of the business of
CBS or such Material Subsidiary, as the case may be); comply with the
requirements of all applicable laws, rules, regulations and orders of Governmental
Authorities (including, without limitation, all Environmental Laws) and with
all contractual obligations if failure to comply with such requirements or
obligations would reasonably be expected to result in a Material Adverse
Effect; pay and discharge all material taxes, assessments, governmental
charges, levies or other obligations of whatever nature imposed on it or on its
income or profits or on any of its Property prior to the date on which
penalties attach thereto, except for any such tax, assessment, charge, levy or
other obligation the payment of which is being contested in good faith and by
proper proceedings and against which adequate reserves are being maintained;
maintain all its Property used or useful in its business in good working order
and condition, ordinary wear and tear excepted, all as in the judgment of CBS
or such Material Subsidiary may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times
(provided that CBS or such Material Subsidiary shall not be required to
maintain any such Property if the failure to maintain any such Property is, in
the judgment of CBS or such Material Subsidiary, desirable in the conduct of
the business of CBS or such Material Subsidiary); keep proper books of records
and accounts in which entries that are full, true and correct in all material
respects shall be made in conformity with GAAP; and permit representatives of
any Lender, during normal business hours upon reasonable advance notice, to
inspect any of its books and records and to discuss its business and affairs
with its Financial Officers or their designees, all to the extent reasonably
requested by such Lender.


 


SECTION 5.3.                Insurance.  CBS will, and will cause each of its Material
Subsidiaries to, keep insured by financially sound and reputable insurers all
Property of a character usually insured by corporations engaged in the same or
similar business and similarly situated against loss or damage of the kinds and
in the amounts consistent with prudent business practice and carry such other
insurance as is consistent with prudent business practice (it being understood
that self-insurance shall be permitted to the extent consistent with prudent
business practice).


 


SECTION 5.4.                Prohibition of
Fundamental Changes.  CBS will
not, and will not permit any of its Material Subsidiaries to, (i) enter
into any transaction of merger, consolidation, liquidation or dissolution or (ii) Dispose
of, in one transaction or a series of related transactions, all or a
substantial part of the consolidated assets of CBS and its 


 


59

















 


Subsidiaries
taken as a whole, whether now owned or hereafter acquired (excluding (x) financings
by way of sales of receivables or inventory, (y) inventory or other
Property Disposed of in the ordinary course of business and (z) obsolete
or worn-out Property, tools or equipments no longer used or useful in its
business).  Notwithstanding the foregoing
provisions of this Section 5.4:


 


(a)           any Subsidiary of CBS may be merged or consolidated with
or into: (i) CBS if CBS shall be the continuing or surviving corporation
or (ii) any other such Subsidiary; provided, that (x) if any such transaction
shall be between a Subsidiary that is not a Wholly Owned Subsidiary and a
Wholly Owned Subsidiary, such Wholly Owned Subsidiary shall be the continuing
or surviving corporation and (y) if any such transaction shall be between
a Subsidiary and a Subsidiary Borrower, the continuing or surviving corporation
shall be a Subsidiary Borrower;


 


(b)           any Subsidiary of CBS may distribute, dividend or Dispose
of any of or all its Property (upon voluntary liquidation or otherwise) to CBS
or a Wholly Owned Subsidiary of CBS;


 


(c)           CBS may merge or consolidate with or into any other Person
(including, without limitation, CBS Operations) if (i) either (x) CBS
is the continuing or surviving corporation or (y) the corporation formed
by such consolidation or into which CBS is merged shall be a corporation organized
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume the obligations of CBS
hereunder pursuant to a written agreement and shall have delivered to the
Administrative Agent such agreement and a certificate of a Responsible Officer
and an opinion of counsel to the effect that such merger or consolidation
complies with this Section 5.4(d), and (ii) after giving effect
thereto and to any repayment of Loans to be made upon consummation thereof (it
being expressly understood that no repayment of Loans is required solely by
virtue thereof), no Default or Event of Default shall have occurred and be
continuing;


 


(d)           any Subsidiary of CBS may merge or consolidate with or
into any other Person if, after giving effect thereto and to any repayment of
Loans to be made upon the consummation thereof (it being expressly understood
that, except as otherwise expressly provided in Section 4.2 with respect
to Subsidiary Borrowers, no repayment of Loans is required solely by virtue
thereof), no Default or Event of Default shall have occurred and be continuing;
and


 


(e)           CBS or any Subsidiary of CBS may Dispose of its Property
if, after giving effect thereto and to any repayment of Loans to be made upon
the consummation thereof (it being expressly understood that, except as
otherwise expressly provided in Section 4.2 with respect to Subsidiary
Borrowers, no repayment of Loans is required solely by virtue thereof), no
Default or Event of Default shall have occurred and be continuing.


 


SECTION 5.5.                Limitation on
Liens.  CBS shall not,
directly or indirectly, create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien upon or with respect to any
of its Properties, whether now owned or hereafter acquired, or 


 


60

















 


assign,
or permit any of its Subsidiaries to assign, any right to receive income, in
each case to secure or provide for the payment of any Indebtedness of any
Person, except:


 


(a)           purchase money Liens or purchase money security interests
upon or in any Property acquired or held by CBS or any Subsidiary of CBS in the
ordinary course of business to secure the purchase price of such Property or to
secure Indebtedness incurred solely for the purpose of financing the
acquisition of such Property;


 


(b)           Liens existing on Property at the time of its acquisition
(other than any such Lien created in contemplation of such acquisition);


 


(c)           Liens on Property of Persons which become or became
Subsidiaries securing Indebtedness existing, with respect to any such Person,
on the date such Person becomes or became a Subsidiary (other than any such
Lien created in contemplation of such Person becoming a Subsidiary);


 


(d)           Liens securing Indebtedness incurred by CBS or any
Subsidiary of CBS; provided, however,
that the aggregate principal amount of Indebtedness referred to in this clause (d) secured
by Liens shall not exceed $30,000,000 at any time outstanding; and


 


(e)           any Lien securing the renewal, extension or refunding of
any Indebtedness secured by any Lien permitted by clause (a), (b), (c) or (d) above
that does not extend to Indebtedness other than that which is being renewed,
extended or refunded.


 


SECTION 5.6.                Limitation on
Subsidiary Indebtedness.  CBS
will not permit any of its Subsidiaries to create, incur, assume or suffer to
exist any Indebtedness (which includes, for the purposes of this Section 5.6,
any preferred stock), except:


 


(a)           Indebtedness of any Person which is acquired by CBS or any
of its Subsidiaries after the Effective Date, which Indebtedness was
outstanding prior to the date of acquisition of such Person and was not created
in anticipation thereof;


 


(b)           any Indebtedness owing by CBS or any of its Subsidiaries
to CBS or any of its Subsidiaries (including any intercompany Indebtedness
created by the declaration of any dividend (including a note payable dividend)
by any Subsidiary to CBS or any of its other Subsidiaries);


 


(c)           Indebtedness (including backed-up commercial paper) of any
Subsidiary Borrower or CBS Operations under this Agreement;


 


(d)           Reserved;


 


(e)           Indebtedness outstanding on the Closing Date, with such
Indebtedness outstanding as of September 30, 2009 being set forth on
Schedule 5.6;


 


(f)            any replacement, renewal, refinancing or extension of any
Indebtedness permitted by Section 5.6(a) through (d) or set
forth on Schedule 5.6 that does not exceed the aggregate principal amount (plus
associated fees and expenses) of the Indebtedness being 


 


61

















 


replaced, renewed, refinanced or extended
(except that accrued and unpaid interest may be part of any refinancing);


 


(g)           Indebtedness incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations and any Indebtedness assumed in connection with the
acquisition of any such assets; provided that
such Indebtedness is incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement and the
principal amount of such Indebtedness does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets; and


 


(h)           Indebtedness; provided, that after giving effect thereto the
aggregate principal amount of Indebtedness incurred pursuant to this paragraph (h) that
is outstanding on such date (it being understood that, for the purposes of this
paragraph (h), the term “Indebtedness”
does not include Indebtedness excepted by any of clauses (a) through (g) inclusive)
does not exceed the greater of (i) an aggregate principal amount in excess
of 5% of Consolidated Tangible Assets (measured by reference to the then latest
financial statements delivered pursuant to Section 5.1(a) or (b), as
applicable) and (ii) $500,000,000 at any time.


 


SECTION 5.7.                Financial
Covenants.  (a)  CBS
will not permit the Consolidated Coverage Ratio for any period of four
consecutive fiscal quarters to be less than 3.00 to 1.00.


 


(b)           CBS will not permit the Consolidated Leverage Ratio as of
the last day of any fiscal quarter to be more than the relevant ratio set forth
below:


 


	
  Fiscal Quarter Ended

  	
   

  	
  Ratio

  	
   

  
	
  September 30, 2009

  	
   

  	
  4.50: 1.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  4.50: 1.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  4.50: 1.00

  	
   

  
	
  June 30, 2010

  	
   

  	
  4.50: 1.00

  	
   

  
	
  September 30, 2010

  	
   

  	
  4.25:1.00

  	
   

  
	
  December 31, 2010

  	
   

  	
  4.00:1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  4.00:1.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  3.75:1.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  3.75:1.00

  	
   

  
	
  December 30, 2011 and thereafter

  	
   

  	
  3.50:1.00

  	
   

  



 


SECTION 5.8.                Use of Proceeds.  On and after the Effective Date, each
Borrower will use the proceeds of the Loans and will use the Letters of Credit
hereunder solely for general corporate purposes, including, without limitation,
acquisitions and commercial paper backup (in each case in compliance with all
applicable legal and regulatory requirements, including, without limitation,
Regulation U and the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and the regulations thereunder); provided, that
neither any Agent nor any Lender shall have any responsibility as to the use of
any of such proceeds.


 


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SECTION 5.9.                Transactions with
Affiliates.  Excepting
transactions directly or indirectly entered into pursuant to any agreement
entered into prior to the Closing Date, or transactions contemplated by any
agreement directly or indirectly entered into prior to the Closing Date, CBS
will not, and will not permit any of its Material Subsidiaries to, directly or
indirectly enter into any material transaction with any Affiliate of CBS except
on terms at least as favorable to CBS or such Subsidiary as it could obtain on
an arm’s-length basis.


 


SECTION 5.10.              Negative Pledge
Clauses.  CBS will not, and
will not permit any of its Subsidiaries, to enter into or permit to become
effective any agreement that prohibits or limits (including by requiring the
creation of an equal and ratable Lien for another obligation) its ability to
create, incur, assume or suffer to exist any Lien upon any of its Properties or
revenues, whether now owned or hereafter acquired, to secure the CBS
Obligations (“Negative Pledges”), other than:


 


(a)           this Agreement;


 


(b)           the Existing Indentures, and any other indenture, loan or
note agreement or similar agreement under which CBS or any of the Subsidiaries
may incur Indebtedness containing a Negative Pledge no more restrictive than
that in Section 1010 of the 2008 Indenture;


 


(c)           restrictions imposed by any agreement relating to
Indebtedness or other obligations permitted to be secured under Section 5.5,
to the extent such restrictions apply only to the assets securing such
Indebtedness or other obligations;


 


(d)           restrictions in partnership, joint venture and similar
agreements and organizational documents relating to partnerships, joint
ventures and other entities owned by CBS or any Subsidiary and one or more
third parties, to the extent such restrictions apply only to the Properties or
revenues of such entities and to equity interests in such entities (or in
entities conducting no significant business other than the direct or indirect
ownership of such equity interests);


 


(e)           restrictions contained in agreements of any Subsidiary
that were in effect at the time it became a Subsidiary, so long as such
restrictions apply only to the Properties or revenues of or equity interests in
such Subsidiary (and its subsidiaries) and not to those of CBS or any other
Subsidiary;


 


(f)            customary provisions in leases and other agreements
restricting the assignment thereof;


 


(g)           agreements governing receivables securitization
transactions, capital leases and other agreements not evidencing or governing
Indebtedness containing contractual obligations which limit Liens on the assets
or revenues that are the subject of or related to the transactions provided for
in such agreements;


 


(h)           agreements of Foreign Subsidiaries, to the extent the
restrictions contained therein apply only to the Properties and revenues of
Foreign Subsidiaries; and


 


63

















 


(i)            agreements in effect on the date hereof and agreements
extending, renewing or replacing such agreements, or refinancing or replacing
the Indebtedness or other obligations of CBS and its Subsidiaries thereunder,
so long as such agreements do not contain Negative Pledges more restrictive
than those in the original agreements.


 


ARTICLE
VI



EVENTS OF DEFAULT


 


In case of the happening of any of the following
events (“Events of Default”);


 


(a)           (i)  any Borrower shall default in the payment
when due of any principal of any Loan or (ii) any Borrower shall default
in the payment when due of any interest on any Loan, any reimbursement
obligation in respect of any LC Disbursement, any Fee or any other amount
payable by it hereunder and, in the case of this clause (ii), such default
shall continue unremedied for a period of five Business Days;


 


(b)           any representation, warranty or certification made or
deemed made herein (or in any modification or supplement hereto) by any
Borrower, or any certificate furnished to any Lender or the Administrative
Agent pursuant to the provisions hereof, shall prove to have been false or
misleading in any material respect as of the time made, deemed made or
furnished;


 


(c)           (i)  CBS shall default in the performance of any
of its obligations under Sections 5.7 or 5.8, (ii) CBS shall default in
the performance of any of its obligations under Section 5.4 and, in the
case of this clause (ii), such default shall continue unremedied for a period
of 5 days after notice thereof to CBS by the Administrative Agent or the
Required Lenders (through the Administrative Agent), or (iii) CBS shall
default in the performance of any of its other obligations under this Agreement
and, in the case of this clause (iii), such default shall continue unremedied
for a period of 15 days after notice thereof to CBS by the Administrative Agent
or the Required Lenders (through the Administrative Agent);


 


(d)           CBS or any of its Subsidiaries shall (i) fail to pay
at final maturity any Indebtedness in an aggregate amount in excess of $250,000,000,
or (ii) fail to make any payment (whether of principal, interest or
otherwise), regardless of amount, due in respect of, or fail to observe or
perform any other term, covenant, condition or agreement contained in any
agreement or instrument evidencing or governing, any such Indebtedness, in
excess of $250,000,000 if the effect of any failure referred to in this clause (ii) has
caused such Indebtedness to become due prior to its stated maturity (it being
agreed that for purposes of this paragraph (d) only, the term “Indebtedness” shall include obligations
under any interest rate protection agreement, foreign currency exchange
agreement or other interest or exchange rate hedging agreement and that the
amount of any Person’s obligations under any such agreement shall be the net
amount that such Person could be required to pay as a result of a termination
thereof by reason of a default thereunder);


 


(e)           CBS or any of its Material Subsidiaries shall admit in
writing its inability, or be generally unable, to pay its debts as such debts
become due;


 


64

















 


(f)            CBS or any of its Material Subsidiaries shall (i) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, trustee or liquidator of itself or of all or a substantial part of
its Property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code (as
now or hereafter in effect), (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take
any corporate action for the purpose of effecting any of the foregoing;


 


(g)           a proceeding or a case shall be commenced, without the
application or consent of CBS or any of its Material Subsidiaries, in any court
of competent jurisdiction, seeking (i) its liquidation, reorganization,
dissolution or winding-up, or the composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of CBS or
such Material Subsidiary or of all or any substantial part of its assets or (iii) similar
relief in respect of CBS or such Material Subsidiary under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts, and such proceeding or case shall continue undismissed, or
an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of 60 or more
days; or an order for relief against CBS or such Material Subsidiary shall be
entered in an involuntary case under the Bankruptcy Code;


 


(h)           subject to Schedule VI(h), a final judgment or judgments
for the payment of money in excess of $250,000,000 in the aggregate shall be
rendered by one or more courts, administrative tribunals or other bodies having
jurisdiction against CBS and/or any of its Material Subsidiaries and the same
shall not be paid or discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured, within 60
days from the date of entry thereof and CBS or the relevant Material Subsidiary
shall not, within said period of 60 days, or such longer period during which
execution of the same shall have been stayed, appeal therefrom and cause the
execution thereof to be stayed during such appeal;


 


(i)            an event or condition specified in Section 5.1(e) shall
occur or exist with respect to any Plan or Multiemployer Plan and, as a result
of such event or condition, together with all other such events or conditions,
CBS or any ERISA Affiliate shall incur or shall be reasonably likely to incur a
liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the
foregoing) which would constitute a Material Adverse Effect; or


 


(j)            the guarantee (i) by CBS contained in Section 8.1
shall cease, for any reason, to be in full force and effect or CBS shall so
assert or (ii) by CBS Operations contained in Section 8.2 shall
cease, for any reason except pursuant to Section 8.2(g), to be in full
force and effect or CBS Operations shall so assert;


 


then and in every such event
(other than an event with respect to CBS described in paragraph (f) or (g) above),
and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to CBS, take any or all of the following actions, at the same or
different times: (I) terminate forthwith the Commitments, (II) declare
the Loans then outstanding to be forthwith due and payable in whole or in part,



 


65

















 


whereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of each Borrower
accrued hereunder, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by each Borrower, anything contained herein to the contrary
notwithstanding, and (III) require that CBS deposit cash with the
Administrative Agent, in an amount equal to the Aggregate LC Exposure, as
collateral security for the repayment of any future LC Disbursements; and in
any event with respect to any Borrower described in paragraph (f) or (g) above,
(A) if such Borrower is CBS, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of each Borrower
accrued hereunder, shall automatically become due and payable and CBS shall be
required to deposit cash with the Administrative Agent, in an amount equal to
the Aggregate LC Exposure, as collateral security for the repayment of any
future drawings under the Letters of Credit and (B) if such Borrower is a
Subsidiary Borrower, the principal of the Loans made to such Subsidiary
Borrower then outstanding, together with accrued interest thereon and all other
liabilities of such Subsidiary Borrower accrued hereunder, shall automatically
become due and payable and such Subsidiary Borrower shall be required to
deposit cash with the Administrative Agent, in an amount equal to the
outstanding Letters of Credit issued to such Subsidiary Borrower, as collateral
security for the repayment of any future drawings under the Letters of Credit,
in each case without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by each Borrower, anything
contained herein to the contrary notwithstanding.


 


ARTICLE
VII

THE AGENTS


 


In order to expedite the transactions contemplated
by this Agreement, each Agent is hereby appointed to act as Agent on behalf of
the Lenders.  Each of the Lenders and the
Issuing Lenders hereby irrevocably authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are specifically
delegated to the Administrative Agent by the terms and provisions hereof,
together with such actions and powers as are reasonably incidental thereto.  The Administrative Agent is hereby expressly
authorized by the Lenders and the Issuing Lenders, without hereby limiting any
implied authority, (a) to receive on behalf of the Lenders and Issuing
Lenders all payments of principal of and interest on the Loans and the LC
Disbursements and all other amounts due to the Lenders and the Issuing Lenders
hereunder, and promptly to distribute to each Lender and Issuing Lender its
proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Borrowers of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
and Issuing Lender copies of all notices, financial statements and other
materials delivered by any Borrower pursuant to this Agreement as received by
the Administrative Agent.


 


Neither any Agent nor any of its directors,
officers, employees or agents shall be liable as such for any action taken or omitted
by any of them except for its or his own gross negligence or willful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by any Borrower of


 


66






 










 


any of the terms,
conditions, covenants or agreements contained in this Agreement.  The Agents shall not be responsible to the
Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or other instruments or agreements.  None of the Agents, the Borrowers or CBS
Operations shall be subject to any fiduciary or other implied duties,
regardless of whether a Default or an Event of Default has occurred and is
continuing, and no provision in the Loan Documents and no course of dealing
between the parties hereto shall be deemed to create any fiduciary duty owing
to any Agent, any Lender, any Borrower, CBS Operations or any other Subsidiary,
or any of their respective Affiliates, by any party hereto.  The Administrative Agent shall in all cases
be fully protected in acting, or refraining from acting, in accordance with
written instructions signed by the Required Lenders (or, when expressly
required hereby, all the Lenders) and, except as otherwise specifically
provided herein, such instructions and any action or inaction pursuant thereto
shall be binding on all the Lenders and the Issuing Lenders.  The Administrative Agent shall, in the
absence of knowledge to the contrary, be entitled to rely on any instrument or
document believed by it in good faith to be genuine and correct and to have
been signed or sent by the proper Person or Persons.  Neither the Agents nor any of their
directors, officers, employees or agents shall have any responsibility to any
Borrower on account of the failure of or delay in performance or breach by any
Lender or Issuing Lender of any of its obligations hereunder or to any Lender
or Issuing Lender on account of the failure of or delay in performance or
breach by any other Agent, any other Lender or Issuing Lender or any Borrower
of any of their respective obligations hereunder or in connection
herewith.  The Administrative Agent may
execute any and all duties hereunder by or through agents or employees and shall
be entitled to rely upon the advice of legal counsel selected by it with
respect to all matters arising hereunder and shall not be liable for any action
taken or suffered in good faith by it in accordance with the advice of such
counsel.


 


The Lenders and the Issuing Lenders hereby acknowledge
that the Administrative Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
unless it shall be requested in writing to do so by the Required Lenders.


 


Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Lenders and the
Borrowers.  Upon any such resignation,
the Required Lenders shall have the right to appoint from the Lenders a
successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint from the Lenders a successor Administrative Agent which
shall be a bank with an office in New York, New York, having a combined capital
and surplus of at least $500,000,000 or an affiliate of any such bank, which
successor shall be acceptable to CBS (such acceptance not to be unreasonably
withheld).  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor bank, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder.  After the Administrative Agent’s resignation
hereunder, the provisions of this Article and Section 9.5 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Administrative Agent.


 


67

















 


With respect to the Loans made by them and their LC
Exposure hereunder, the Agents in their individual capacity and not as Agents
shall have the same rights and powers as any other Lender and may exercise the
same as though they were not Agents, and the Agents and their affiliates may
accept deposits from, lend money to and generally engage in any kind of
business with the Borrowers or any of their respective Subsidiaries or any
Affiliate thereof as if they were not Agents.


 


Each Lender agrees (i) to reimburse the Administrative
Agent in the amount of its pro rata share
(based on its Total Facility Percentage or, after the date on which the Loans
shall have been paid in full, based on its Total Facility Percentage
immediately prior to such date) of any reasonable, out-of-pocket expenses
incurred for the benefit of the Lenders by the Administrative Agent, including
reasonable counsel fees and compensation of agents and employees paid for
services rendered on behalf of the Lenders, which shall not have been
reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold
harmless the Administrative Agent and any of its directors, officers, employees
or agents, in the amount of such pro rata share,
from and against any and all liabilities, taxes, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as Administrative Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by it under this
Agreement, to the extent the same shall not have been reimbursed by or on
behalf of CBS; provided, that no Lender shall be liable to the Administrative Agent or
any such director, officer, employee or agent for any portion of such
liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent or any of its
directors, officers, employees or agents.


 


Each Lender and Issuing Lender acknowledges that it
has, independently and without reliance upon the Agents or any other Lender or
Issuing Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender and Issuing
Lender also acknowledges that it will, independently and without reliance upon
any Agent or any other Lender or Issuing Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or
thereunder.


 


Neither the Co-Documentation Agents, the Syndication
Agent, the Joint Lead Arrangers nor any managing agent shall have any duties or
responsibilities hereunder in its capacity as such.


 


ARTICLE
VIII



GUARANTEES


 


SECTION 8.1.                CBS Guarantee.  (a)  Guarantee.  In order to
induce the Administrative Agent and the Lenders to become bound by this
Agreement and to make the Loans hereunder to the Subsidiary Borrowers, and in
consideration thereof, CBS hereby unconditionally and irrevocably guarantees,
as primary obligor and not merely as surety, to the 


 


68

















 


Administrative
Agent, for the ratable benefit of the Lenders, the prompt and complete payment
and performance by each Subsidiary Borrower when due (whether at stated
maturity, by acceleration or otherwise) of the Subsidiary Borrower Obligations,
and CBS further agrees to pay any and all expenses (including, without
limitation, all reasonable fees, charges and disbursements of counsel) which
may be paid or incurred by the Administrative Agent or by the Lenders in
enforcing, or obtaining advice of counsel in respect of, any of their rights
under the guarantee contained in this Section 8.1(a).  The guarantee contained in this Section 8.1(a),
subject to Section 8.1(e), shall remain in full force and effect until the
Subsidiary Borrower Obligations are paid in full and the Commitments are
terminated, notwithstanding that from time to time prior thereto any Subsidiary
Borrower may be free from any Subsidiary Borrower Obligations.  CBS agrees that whenever, at any time, or
from time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability under this Section 8.1, it will notify
the Administrative Agent and such Lender in writing that such payment is made
under the guarantee contained in this Section 8.1 for such purpose.  No payment or payments made by any Subsidiary
Borrower or any other Person or received or collected by the Administrative
Agent or any Lender from any Subsidiary Borrower or any other Person by virtue
of any action or proceeding or any setoff or appropriation or application, at
any time or from time to time, in reduction of or in payment of the Subsidiary
Borrower Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of CBS under this Section 8.1 which, notwithstanding
any such payment or payments, shall remain liable for the unpaid and
outstanding Subsidiary Borrower Obligations until, subject to Section 8.1(e),
the Subsidiary Borrower Obligations are paid in full and the Commitments are
terminated.  Notwithstanding any other
provision herein, the maximum liability of CBS under this Section 8.1
shall in no event exceed the amount which can be guaranteed by CBS under
applicable law.


 


(b)           No Subrogation, etc.  Notwithstanding any payment or payments made
by CBS hereunder, or any setoff or application of funds of CBS by the
Administrative Agent or any Lender, CBS shall not be entitled to be subrogated
to any of the rights of the Administrative Agent or any Lender against any
Subsidiary Borrower or against any collateral security or guarantee or right of
offset held by the Administrative Agent or any Lender for the payment of the
Subsidiary Borrower Obligations, nor shall CBS seek or be entitled to seek any
contribution, reimbursement, exoneration or indemnity from or against any
Subsidiary Borrower in respect of payments made by CBS hereunder, until all
amounts owing to the Administrative Agent and the Lenders by the Subsidiary
Borrowers on account of the Subsidiary Borrower Obligations are paid in full
and the Commitments are terminated.  So
long as the Subsidiary Borrower Obligations remain outstanding, if any amount
shall be paid by or on behalf of any Subsidiary Borrower or any other Person to
CBS on account of any of the rights waived in this Section 8.1, such
amount shall be held by CBS in trust, segregated from other funds of CBS, and
shall, forthwith upon receipt by CBS, be turned over to the Administrative
Agent in the exact form received by CBS (duly indorsed by CBS to the
Administrative Agent, if required), to be applied against the Subsidiary
Borrower Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.


 


(c)           Amendments, etc. with
respect to the Subsidiary Borrower Obligations.  CBS shall remain obligated under this Section 8.1
notwithstanding that, without any reservation of rights against CBS, and
without notice to or further assent by CBS, any demand for payment of or
reduction in the principal amount of any of the Subsidiary Borrower Obligations
made by 


 


69

















 


the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender, and any of the Subsidiary
Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the
Administrative Agent or any Lender, and this Agreement and any other documents
executed and delivered in connection herewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Required Lenders (or
all Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Subsidiary Borrower
Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
Lender shall have any obligation to protect, secure, perfect or insure any lien
at any time held by it as security for the Subsidiary Borrower Obligations or
for the guarantee contained in this Section 8.1 or any property subject
thereto.


 


(d)           Guarantee Absolute and
Unconditional.  CBS waives any
and all notice of the creation, renewal, extension or accrual of any of the
Subsidiary Borrower Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon the guarantee contained in this Section 8.1
or acceptance of the guarantee contained in this Section 8.1; the Subsidiary
Borrower Obligations shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon the guarantee contained in this Section 8.1; and all dealings between
CBS or the Subsidiary Borrowers, on the one hand, and the Administrative Agent
and the Lenders, on the other, shall likewise be conclusively presumed to have
been had or consummated in reliance upon the guarantee contained in this Section 8.1.  CBS waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon CBS or any
Subsidiary Borrower with respect to the Subsidiary Borrower Obligations.  The guarantee contained in this Section 8.1
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of this
Agreement, any of the Subsidiary Borrower Obligations or any collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any Lender, (b) the
legality under applicable requirements of law of repayment by the relevant
Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of
any requirement of law purporting to render any Subsidiary Borrower Obligations
null and void, (c) any defense, setoff or counterclaim (other than a
defense of payment or performance by the applicable Subsidiary Borrower) which
may at any time be available to or be asserted by CBS against the
Administrative Agent or any Lender, or (d) any other circumstance
whatsoever (with or without notice to or knowledge of CBS or any Subsidiary
Borrower) which constitutes, or might be construed to constitute, an equitable
or legal discharge of any Subsidiary Borrower for any of its Subsidiary
Borrower Obligations, or of CBS under the guarantee contained in this Section 8.1,
in bankruptcy or in any other instance. 
When the Administrative Agent or any Lender is pursuing its rights and
remedies under this Section 8.1 against CBS, the Administrative Agent or
any Lender may, but shall be under no obligation to, pursue such rights and
remedies as it may have against any Subsidiary Borrower or any other Person or
against any collateral security or guarantee for the Subsidiary Borrower
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to pursue such other rights or remedies or
to collect any payments from any Subsidiary Borrower or any such other Person
or to realize upon any such collateral security or guarantee or 


 


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to exercise any such right of offset, or any
release of any Subsidiary Borrower or any such other Person or of any such
collateral security, guarantee or right of offset, shall not relieve CBS of any
liability under this Section 8.1, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent and the Lenders against CBS.


 


(e)           Reinstatement.  The guarantee contained in this Section 8.1
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Subsidiary Borrower
Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Subsidiary Borrower or upon
or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, any Subsidiary Borrower or any substantial
part of its property, or otherwise, all as though such payments had not been
made.


 


(f)            Payments.  CBS hereby agrees that any payments in
respect of the Subsidiary Borrower Obligations pursuant to this Section 8.1
will be paid to the Administrative Agent without setoff or counterclaim in
Dollars at the office of the Administrative Agent specified in Section 9.1.  Notwithstanding the foregoing, any payments
in respect of the Subsidiary Borrower Obligations pursuant to this Section 8.1
with respect to any Loan denominated in any Foreign Currency (including
principal of or interest on any such Loan or other amounts) hereunder shall be
made without setoff or counterclaim to the Administrative Agent at its offices
at J.P. Morgan Europe Limited, 125 London Wall, London, England EC2Y 5AJ,
United Kingdom, in the relevant Foreign Currency and in immediately available
funds.


 


SECTION 8.2.                CBS Operations
Guarantee.  (a)  Guarantee. 
In order to induce the Administrative Agent and the Lenders to become
bound by this Agreement and to make the Loans hereunder to CBS, and in
consideration thereof, CBS Operations hereby unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, to the Administrative
Agent, for the ratable benefit of the Lenders, the prompt and complete payment
and performance by CBS when due (whether at stated maturity, by acceleration or
otherwise) of the CBS Obligations, and CBS Operations further agrees to pay any
and all expenses (including, without limitation, all reasonable fees, charges
and disbursements of counsel) which may be paid or incurred by the
Administrative Agent or by the Lenders in enforcing, or obtaining advice of counsel
in respect of, any of their rights under the guarantee contained in this Section 8.2(a).  The guarantee contained in this Section 8.2(a),
subject to Section 8.2(e), shall remain in full force and effect until the
CBS Obligations are paid in full and the Commitments are terminated,
notwithstanding that from time to time prior thereto CBS may be free from any
CBS Obligations.  CBS Operations agrees
that whenever, at any time, or from time to time, it shall make any payment to
the Administrative Agent or any Lender on account of its liability under this Section 8.2,
it will notify the Administrative Agent and such Lender in writing that such
payment is made under the guarantee contained in this Section 8.2 for such
purpose.  No payment or payments made by
CBS or any other Person or received or collected by the Administrative Agent or
any Lender from CBS or any other Person by virtue of any action or proceeding
or any setoff or appropriation or application, at any time or from time to
time, in reduction of or in payment of the CBS Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of CBS Operations
under this Section 8.2 which, notwithstanding any such payment 


 


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or
payments, shall remain liable for the unpaid and outstanding CBS Obligations
until, subject to Section 8.2(e), the CBS Obligations are paid in full and
the Commitments are terminated. 
Notwithstanding any other provision herein, the maximum liability of CBS
Operations under this Section 8.2 shall in no event exceed the amount
which can be guaranteed by CBS Operations under applicable law or the amount as
a result of which the Section would not be fully enforceable against CBS
Operations.


 


(b)           No Subrogation, etc.  Notwithstanding any payment or payments made
by CBS Operations hereunder, or any setoff or application of funds of CBS
Operations by the Administrative Agent or any Lender, CBS Operations shall not
be entitled to be subrogated to any of the rights of the Administrative Agent
or any Lender against CBS or against any collateral security or guarantee or
right of offset held by the Administrative Agent or any Lender for the payment
of the CBS Obligations, nor shall CBS Operations seek or be entitled to seek
any contribution, reimbursement, exoneration or indemnity from or against CBS
in respect of payments made by CBS Operations hereunder, until all amounts
owing to the Administrative Agent and the Lenders by CBS on account of the CBS
Obligations are paid in full and the Commitments are terminated.  So long as the CBS Obligations remain
outstanding, if any amount shall be paid by or on behalf of CBS or any other
Person to CBS Operations on account of any of the rights waived in this Section 8.2,
such amount shall be held by CBS Operations in trust, segregated from other
funds of CBS Operations, and shall, forthwith upon receipt by CBS Operations,
be turned over to the Administrative Agent in the exact form received by CBS
Operations (duly indorsed by CBS Operations to the Administrative Agent, if
required), to be applied against the CBS Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.


 


(c)           Amendments, etc. with
respect to the CBS Obligations. 
CBS Operations shall remain obligated under this Section 8.2
notwithstanding that, without any reservation of rights against CBS Operations,
and without notice to or further assent by CBS Operations, any demand for
payment of or reduction in the principal amount of any of the CBS Obligations
made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender, and any of the CBS Obligations continued,
and the CBS Obligations, or the liability of any other party upon or for any
part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and this
Agreement and any other documents executed and delivered in connection herewith
may be amended, modified, supplemented or terminated, in whole or in part, as
the Required Lenders (or all Lenders, as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at
any time held by the Administrative Agent or any Lender for the payment of the
CBS Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
Lender shall have any obligation to protect, secure, perfect or insure any lien
at any time held by it as security for the CBS Obligations or for the guarantee
contained in this Section 8.2 or any property subject thereto.


 


(d)           Guarantee Absolute and
Unconditional.  CBS Operations
waives any and all notice of the creation, renewal, extension or accrual of any
of the CBS Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon the guarantee contained 


 


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in this Section 8.2 or acceptance of the
guarantee contained in this Section 8.2; the CBS Obligations shall
conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon the guarantee contained
in this Section 8.2; and all dealings between CBS Operations or CBS, on
the one hand, and the Administrative Agent and the Lenders, on the other, shall
likewise be conclusively presumed to have been had or consummated in reliance
upon the guarantee contained in this Section 8.2.  CBS Operations waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon CBS
Operations or CBS with respect to the CBS Obligations.  The guarantee contained in this Section 8.2
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of this
Agreement, any of the CBS Obligations or any collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) the legality
under applicable requirements of law of repayment by CBS of any CBS Obligations
or the adoption of any requirement of law purporting to render any CBS
Obligations null and void, (c) any defense, setoff or counterclaim (other
than a defense of payment or performance by CBS) which may at any time be
available to or be asserted by CBS Operations against the Administrative Agent
or any Lender, or (d) any other circumstance whatsoever (with or without
notice to or knowledge of CBS Operations or CBS) which constitutes, or might be
construed to constitute, an equitable or legal discharge of CBS for any of its
CBS Obligations, or of CBS Operations under the guarantee contained in this Section 8.2,
in bankruptcy or in any other instance. 
When the Administrative Agent or any Lender is pursuing its rights and
remedies under this Section 8.2 against CBS Operations, the Administrative
Agent or any Lender may, but shall be under no obligation to, pursue such
rights and remedies as it may have against CBS or any other Person or against
any collateral security or guarantee for the CBS Obligations or any right of
offset with respect thereto, and any failure by the Administrative Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
CBS or any such other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of CBS or any
such other Person or of any such collateral security, guarantee or right of
offset, shall not relieve CBS Operations of any liability under this Section 8.2,
and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent and the
Lenders against CBS Operations.


 


(e)           Reinstatement.  The guarantee contained in this Section 8.2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the CBS Obligations is rescinded
or must otherwise be restored or returned by the Administrative Agent or any
Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of CBS or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, CBS or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


 


(f)            Payments.  CBS Operations hereby agrees that any
payments in respect of the CBS Obligations pursuant to this Section 8.2
will be paid to the Administrative Agent without setoff or counterclaim in
Dollars at the office of the Administrative Agent specified in Section 9.1.  Notwithstanding the foregoing, any payments
in respect of the CBS Obligations pursuant to this Section 8.2 with
respect to any Loan denominated in any Foreign Currency (including principal of
or interest on any such Loan or other amounts) hereunder shall be made without
setoff or counterclaim to the Administrative Agent at its offices at J.P.
Morgan Europe 


 


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Limited, 125 London Wall, London, England
EC2Y 5AJ, United Kingdom, in the relevant Foreign Currency and in immediately
available funds.


 


(g)           Release of Guarantee.  Notwithstanding the foregoing, the guarantee
contained in this Section 8.2 shall be released on the earlier of the date
on which (i) all notes, debentures and bonds now or hereafter issued by
CBS which carry a CBS Operations guarantee (the “Bonds”) are paid in full or (ii) the guarantees of CBS
Operations with respect to the Bonds are released.  On such date, this Section 8.2,
including without limitation Section 8.2(e), shall be deemed to have no
legal effect whatsoever.


 


ARTICLE
IX



MISCELLANEOUS


 


SECTION 9.1.                Notices.  Notices and other communications provided for
herein shall be in writing (or, where permitted to be made by telephone, shall
be confirmed promptly in writing) and shall be delivered by hand or overnight
courier service, mailed or sent by telecopier as follows:


 


(a)           if to CBS, to 51 W. 52nd Street, New
York, New York 10019, Attention of Treasurer (Telecopy No. (212) 975-6910),
with a copy to General Counsel (Telecopy No. (212) 975-4215);


 


(b)           if to CBS Operations, to 51 W. 52nd Street, New York, New York 10019, Attention of
Treasurer (Telecopy No. (212) 975-6910), with a copy to General
Counsel (Telecopy No. (212) 975-4215);


 


(c)           if to the Administrative Agent, to it at JPMorgan Chase
Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention: Tina L.
Ruyter, (Telecopy No. (212) 270-5127), with a copy to (i) JPMorgan
Chase Bank, N.A., Loan and Agency Services, 1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention:  Maryann Bui (Telecopy No. (713)
750-2878) and (ii) if such notice or other communication relates to a
Multi-Currency Revolving Loan (including any Revolving Credit Borrowing Request
for a Multi-Currency Revolving Loan), J.P. Morgan Europe Limited, 125 London
Wall, London, England EC2Y 5AJ, United Kingdom, Attention:  Ching Loh (Telecopy No. 011-44-207-777-2360);


 


(d)           if to any Issuing Lender, to it at the address for notices
specified in the applicable Issuing Lender Agreement;


 


(e)           if to a Lender, to it at its address (or telecopy number)
set forth in Schedule 1.1 or in the Assignment and Acceptance pursuant to which
such Lender shall have become a party hereto; and


 


(f)            if to a Subsidiary Borrower, to it at its address set forth
in the relevant Subsidiary Borrower Request.


 


Notwithstanding the foregoing, each of CBS, any
other Borrower, the Administrative Agent, any Issuing Lender and any Lender
may, in its discretion, provide any 


 


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notice, report or other
information to be provided under this Agreement to a Lender by (i) electronic
mail to the electronic mail address provided by such Lender in its
Administrative Questionnaire and/or (ii) through access to a web
site.  All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on (A) the date of
receipt if delivered by hand or overnight courier service or sent by telecopy
or electronic mail, (B) the date of posting if given by web site access, (C) the
date of such telephone call, if permitted by the terms hereof and if promptly
confirmed in writing, or (D) on the date five Business Days after dispatch
by registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.1 or in accordance
with the latest unrevoked direction from such party given in accordance with
this Section 9.1.  Any party hereto
may change its address or telecopy number for notices and other communications
hereunder by written notice to the Borrowers and the Administrative Agent.


 


SECTION 9.2.                Survival of
Agreement.  All
representations and warranties made hereunder and in any certificate delivered
pursuant hereto or in connection herewith shall be considered to have been
relied upon by the Agents and the Lenders and shall survive the execution and
delivery of this Agreement and the making of the Loans and other extensions of
credit hereunder, regardless of any investigation made by the Agents or the
Lenders or on their behalf.


 


SECTION 9.3.                Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of each Borrower, each Agent and each Lender and their
respective successors and assigns, except that CBS shall not have the right to
assign its rights or obligations hereunder or any interest herein without the
prior consent of all the Lenders.


 


SECTION 9.4.                Successors and
Assigns.  (a)  Whenever
in this Agreement any of the parties hereto is referred to, such reference
shall be deemed to include the successors and assigns of such party, and all
covenants, promises and agreements by or on behalf of each Borrower, any Agent
or any Lender that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.


 


(b)           Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement
(including all or a portion of its Commitment or Swingline Commitment and the
Loans at the time owing to it); provided, however,
that (i) except during the existence of an Event of Default under clause
(a), (f) or (g) of Article VI or in the case of an assignment to
a Lender or a Lender Affiliate (other than if at the time of such assignment,
such Lender or Lender Affiliate would be entitled to require any Borrower to
pay greater amounts under Section 2.20(a) than if no such assignment
had occurred, in which case such assignment shall be subject to the consent
requirement of this clause (i)), CBS, the Administrative Agent and each Issuing
Lender must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld or delayed), (ii) (x) except in
the case of assignments to any Person that is a Lender prior to giving effect
to such assignment, the amount of the aggregate Commitments and/or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $10,000,000 (or, if applicable,
the Dollar equivalent thereof) (or such lesser amount as may be agreed by the 


 


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Administrative Agent) and (y) the amount
of the aggregate Commitments and/or Loans retained by any assigning Lender
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$10,000,000 (or, if applicable, the Dollar equivalent thereof) (or such lesser
amount as may be agreed by the Administrative Agent), unless (in the case of
clause (x) or (y) above) the assigning Lender’s Commitment and Loans
(other than any Competitive Loans) are being reduced to $0 pursuant to such
assignment, (iii) the assignor and assignee shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 and (iv) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.  Upon
acceptance and recording pursuant to Section 9.4(e), from and after the
effective date specified in each Assignment and Acceptance, which effective
date shall be at least five Business Days after the execution thereof (or any
lesser period to which the Administrative Agent and CBS may agree), (A) the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of
a Lender under this Agreement and (B) the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of
an assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto (but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.20 and 9.5, as well as to any Fees accrued
for its account hereunder and not yet paid)). 
Notwithstanding the foregoing, any Lender or Issuing Lender assigning
its rights and obligations under this Agreement may maintain any Competitive
Loans or Letters of Credit made or issued by it outstanding at such time, and
in such case shall retain its rights hereunder in respect of any Loans or
Letters of Credit so maintained until such Loans or Letters of Credit have been
repaid or terminated in accordance with this Agreement.


 


(c)           By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim created by
such assigning Lender, (ii) except as set forth in clause (i) above,
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other instrument or
document furnished pursuant hereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto or the financial
condition of CBS or any of its Subsidiaries or the performance or observance by
CBS or any of its Subsidiaries of any of its obligations under this Agreement
or any other instrument or document furnished pursuant hereto; (iii) such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most recent
financial statements delivered pursuant to Sections 3.2 and 5.1 and such other
documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Agent or Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement; (vi) such
assignee appoints and authorizes the Administrative Agent to take such


 


76






 










 


action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.


 


(d)           The Administrative Agent, acting for this purpose as agent
of each Borrower, shall maintain at one of its offices in The City of New York
a copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive in the absence of manifest error and each Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement.  The
Register shall be available for inspection by any Borrower and any Lender at
any reasonable time and from time to time upon reasonable prior notice.


 


(e)           Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of CBS, the
Administrative Agent and each Issuing Lender to such assignment, the
Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt
notice thereof to CBS.


 


(f)            Each Lender may without the consent of any Borrower, the
Agents or any Issuing Lender sell participations to one or more banks, other
financial institutions or other entities (provided, that any such other entity is a not a
competitor of CBS or any Affiliate of CBS) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided, however,
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the
participating banks, financial institutions or other entities shall be entitled
to the benefit of (and the limitations and obligations of) the cost protection
provisions contained in Sections 2.15, 2.16 and 2.20 to the same extent as if
they were Lenders, (iv) no participant shall be entitled to receive any
greater amount pursuant to Section 2.20 than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such participant had no such transfer
occurred and (v) the Borrowers, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of each Borrower relating to
the Loans and the Letters of Credit and to approve any amendment, modification
or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable hereunder or the amount of
principal of or the rate at which interest is payable on the Loans or LC
Disbursements, extending any scheduled principal payment date or date fixed for
the payment of interest on the Loans or LC Disbursements or of LC Fees or
Facility Fees, increasing the amount of or extending the Commitments or
releasing the guarantee contained in Section 8.1 or 8.2 (except in
accordance 


 


77

















 


with Section 8.2(g)), in each case to
the extent the relevant participant is directly affected thereby).  Each Lender that sells a participation shall,
acting solely for this purpose as an agent of the Borrower, maintain a register
on which it enters the name and address of each participant and the principal
amounts (and stated interest) of each participant’s interest in the Loans or
other obligations under this Agreement (the “Participant
Register”). The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each person whose
name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary.


 


(g)           Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.4, disclose to the assignee or participant or proposed
assignee or participant any information relating to any Borrower furnished to
such Lender by or on behalf of such Borrower; provided, that, prior to any such disclosure of
information designated by such Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute a Confidentiality
Agreement whereby such assignee or participant shall agree (subject to the
exceptions set forth therein) to preserve the confidentiality of such
confidential information.  A copy of each
such Confidentiality Agreement executed by an assignee shall be promptly
furnished to CBS.  It is understood that
confidential information relating to the Borrowers would not ordinarily be
provided in connection with assignments or participations of Competitive Loans.


 


(h)           Notwithstanding the limitations set forth in paragraph (b) above,
(i) any Lender may at any time assign or pledge all or any portion of its
rights under this Agreement to a Federal Reserve Bank and (ii) any Lender
which is a “fund” may at any time assign or pledge all or any portion of its
rights under this Agreement to secure such Lender’s indebtedness, in each case
without the prior written consent of any Borrower, the Administrative Agent or
any Issuing Lender; provided, that each such assignment shall be
made in accordance with applicable law and no such assignment shall release a
Lender from any of its obligations hereunder. 
In order to facilitate any such assignment, each Borrower shall, at the
request of the assigning Lender, duly execute and deliver to the assigning
Lender a registered promissory note or notes evidencing the Loans made to such
Borrower by the assigning Lender hereunder.


 


(i)            Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting Bank”)
may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by
the Granting Bank to the Administrative Agent and the relevant Borrower, the
option to provide to such Borrower all or any part of any Loan that such
Granting Bank would otherwise be obligated to make to such Borrower pursuant to
this Agreement; provided, that (i) nothing herein shall constitute a commitment by
any SPC to make any Loan, and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting
Bank shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Bank to the same extent, and as
if, such Loan were made by such Granting Bank. 
Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Bank). 
In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute



 


78

















 


against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or
any State thereof.  In addition,
notwithstanding anything to the contrary contained in this Section, any SPC may
(i) with notice to, but without the prior written consent of, the relevant
Borrower, the Administrative Agent and the Issuing Lenders and without paying
any processing fee therefor, assign all or a portion of its interests in any
Loans to the Granting Bank or to any financial institutions (consented to by
such Borrower, the Administrative Agent and each Issuing Lender) providing
liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC.  This
section may not be amended without the written consent of any SPC which has
been identified as such by the Granting Bank to the Administrative Agent and
the relevant Borrower and which then holds any Loan pursuant to this paragraph
(i).


 


(j)            Neither CBS nor any Subsidiary Borrower shall assign or
delegate any of its rights or duties hereunder without the prior consent of all
the Lenders; provided, CBS may
assign or delegate any of its rights or duties hereunder (excepting its rights
and duties pursuant to Section 8.1) to any Subsidiary Borrower and any Subsidiary
Borrower may assign or delegate any of its rights or duties hereunder to CBS or
(excepting CBS Operations’ rights and duties pursuant to 8.2) to any other
Subsidiary Borrower, in each case without the prior consent of the Lenders
unless such assignment would adversely affect the Lenders; provided, further,
CBS may and any Subsidiary Borrower may assign or delegate any of its rights
and duties hereunder pursuant to a merger or consolidation permitted by Section 5.4(b) or
(d) without the prior consent of the Lenders.


 


SECTION 9.5.                Expenses;
Indemnity.  (a)  CBS
agrees to pay all reasonable legal and other out-of-pocket expenses incurred by
J.P. Morgan Securities Inc. and CGMI, in their capacities as Joint Lead
Arrangers, and by the Administrative Agent and their respective affiliates in
connection with the preparation, negotiation, execution and delivery of this
Agreement or in connection with any amendments, modifications or waivers of the
provisions hereof (whether or not the transactions hereby contemplated shall be
consummated) or incurred by any Agent, any Lender or any Issuing Lender in
connection with the enforcement or protection of the rights of the Agents, the
Lenders or the Issuing Lenders under this Agreement or in connection with the
Loans made or the Letters of Credit issued hereunder, including, without
limitation, the reasonable fees, charges and disbursements of Simpson Thacher &
Bartlett LLP, counsel for J.P. Morgan Securities Inc. and CGMI, in their
capacities as Joint Lead Arrangers, and the Administrative Agent, and, in
connection with any such enforcement or protection, the reasonable fees,
charges and disbursements of any other counsel for any Agent, Lender or Issuing
Lender.


 


(b)           CBS agrees to indemnify and hold harmless each Agent, each
Lender, each Issuing Lender and each of their respective directors, officers,
employees, affiliates and agents (each, an “Indemnified
Person”) against, and to reimburse each Indemnified Person, upon its
demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”), to which such Indemnified Person
becomes subject insofar as such Losses arise out of or in any way relate to or
result from (i) the execution or delivery of this Agreement, any Letter of
Credit or any 


 


79

















 


agreement or instrument contemplated hereby
(and any amendment hereto or thereto), the performance by the parties hereto or
thereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby or (ii) the
use (or proposed use) of the proceeds of the Loans or other extensions of
credit hereunder, including, without limitation, Losses consisting of
reasonable legal, settlement or other expenses incurred in connection with
investigating, defending or participating in any legal proceeding relating to
any of the foregoing (whether or not such Indemnified Person is a party
thereto); provided, that the foregoing will not apply to any Losses to which an
Indemnified Person becomes subject to the extent they are found by a final
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnified Person.  No Indemnified Person shall be liable for any
damages arising from the use by others of information or other materials
obtained through electronic, telecommunications or other information
transmission systems (provided, that the foregoing will not apply to
any Losses to the extent they are found by a final decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Person).


 


(c)           To the extent permitted by applicable law, CBS shall not
assert, and hereby waives, any claim against an Indemnified Person, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated hereby,
any Loan or Letter of Credit or the use of the proceeds thereof.


 


(d)           Each Lender shall indemnify within ten days after demand
therefor, the Administrative Agent for the full amount of any Taxes, and CBS
for the full amount of any Excluded Taxes imposed by any Governmental Authority
which are attributable to such Lender that are payable or paid by the
Administrative Agent (other than such amounts which are paid or indemnified by
any Borrower pursuant hereto) and/or CBS, as the case may be, and all reasonable
expenses arising therefrom or with respect thereto as determined by the
indemnified party in good faith provided that no Lender shall be liable to the
indemnified party for the portion of any interest, expenses, or penalties
resulting from the gross negligence or willful misconduct of the indemnified
party or any of its directors, officers, employees or agents. A certificate as
to the amount of such payment or liability delivered to any Lender by the
Administrative Agent or CBS, as the case may be, shall be conclusive absent
manifest error.


 


(e)           The provisions of this Section 9.5 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby,
the repayment of any of the Loans, the invalidity or unenforceability of any
term or provision of this Agreement or any investigation made by or on behalf
of any Agent or Lender.  All amounts
under this Section 9.5 shall be payable on written demand therefor.


 


SECTION 9.6.                Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Agent and each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Agent
or Lender to or for the credit or the account of any Borrower against any of
and all the obligations of such Borrower now or hereafter existing under this
Agreement or the 


 


80

















 


Administrative
Agent Fee Letter held by such Agent or Lender which shall be due and
payable.  The rights of each Agent and
each Lender under this Section 9.6 are in addition to other rights and
remedies (including other rights of setoff) which such Agent or Lender may
have.


 


SECTION 9.7.                APPLICABLE LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 9.8.                Waivers; Amendment.  (a)  No failure or delay of any
Agent, any Issuing Lender or any Lender in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and remedies of the Agents, the Issuing
Lenders and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies which they would otherwise have.  No waiver of any provision of this Agreement
or consent to any departure by any Borrower from any such provision shall in
any event be effective unless the same shall be permitted by paragraph (b) below,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. 
No notice or demand on any Borrower in any case shall entitle any
Borrower to any other or further notice or demand in similar or other
circumstances.


 


(b)           Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement in writing entered
into by the Borrowers and the Required Lenders; provided,
however, that no such agreement shall (i) reduce the amount or
extend the scheduled date of maturity of any Loan or of any installment
thereof, or reduce the stated amount of any LC Disbursement, interest or fee
payable hereunder or extend the scheduled date of any payment thereof or
increase the amount or extend the expiration date of any Commitment of any
Lender, in each case without the prior written consent of each Lender directly
affected thereby; (ii) amend, modify or waive any provision of this Section 9.8(b) or
Section 2.24(b), or reduce the percentage specified in the definition of “Required Lenders”, release the guarantee
contained in Section 8.1 or 8.2 (except in accordance with Section 8.2(g))
or consent to the assignment or delegation by CBS or any Subsidiary Borrower of
any of its rights and obligations under this Agreement (except (A) by CBS
(excepting its rights and duties pursuant to Section 8.1) to any
Subsidiary Borrower or (B) by any Subsidiary Borrower to CBS or (excepting
CBS Operations’ rights and duties pursuant to Section 8.2) to any other
Subsidiary Borrower and as set forth in Section 9.4(j)), in each case
without the prior written consent of all the Lenders; (iii) amend, modify
or waive Section 2.17(a) in a manner that would alter the pro rata
allocation of payments required thereby without the prior written consent of
all the Lenders (other than to extend the Maturity Date applicable to the Loans
and Commitments of consenting Lenders and to compensate such Lenders for
consenting to such extension; provided that (A) no amendment permitted by
this parenthetical shall reduce the amount of or defer any payment of
principal, interest or fees to non-extending Lenders and (B) the
opportunity to agree to such extension and receive such compensation shall be
offered on equal terms to all the Lenders); or (iv) amend, modify or waive
any provision of Article VII without the prior written consent of each
Agent affected thereby; provided,
further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Swingline Lenders or the Issuing Lenders hereunder in
such capacity without the prior written consent of the 


 


81

















 


Administrative Agent, each Swingline Lender
directly affected thereby or each Issuing Lender directly affected thereby, as
the case may be.


 


SECTION 9.9.                Entire Agreement.  This Agreement (together with the Issuing
Lender Agreements, the Subsidiary Borrower Designations, the Subsidiary
Borrower Requests and the Administrative Agent Fee Letter and certain other fee
letters) constitutes the entire contract between the parties relative to the
subject matter hereof.  Any previous
agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement.  Nothing in
this Agreement, expressed or implied, is intended to confer upon any party
other than the parties hereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement.


 


SECTION 9.10.              WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. 
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.


 


SECTION 9.11.              Severability.  In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.  The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 9.12.              Counterparts.  This Agreement may be executed in two or more
counterparts, each of which constitute an original but all of which when taken
together shall constitute but one contract, and shall become effective as
provided in Section 9.3.


 


SECTION 9.13.              Headings.
 Article and Section headings
and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.


 


SECTION 9.14.              Jurisdiction;
Consent to Service of Process. 
(a)  Each Borrower hereby irrevocably and unconditionally
submits, for itself and its Property, to the nonexclusive jurisdiction of any
New York State court or Federal court of the United States of America sitting
in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New 


 


82

















 


York
State court or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Each Subsidiary
Borrower designates and directs CBS at its offices at 51 W. 52nd Street, New York, New York 10019, as its agent
to receive service of any and all process and documents on its behalf in any
legal action or proceeding referred to in this Section 9.14 in the State
of New York and agrees that service upon such agent shall constitute valid and
effective service upon such Subsidiary Borrower and that failure of CBS to give
any notice of such service to any Subsidiary Borrower shall not affect or
impair in any way the validity of such service or of any judgment rendered in
any action or proceeding based thereon. 
Nothing in this Agreement shall affect any right that any Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement against any Borrower or its Properties in the courts of any
jurisdiction.


 


(b)           Each Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any New
York State or Federal court.  Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


(c)           Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.1.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


 


SECTION 9.15.              Confidentiality.  (a)  Each Lender agrees to keep
confidential and not to disclose (and to cause its affiliates, officers,
directors, employees, agents and representatives to keep confidential and not
to disclose) and, at the request of CBS (except as provided below or if such
Lender is required to retain any Confidential Information (as defined below)
pursuant to customary internal or banking practices, bank regulations or
applicable law), promptly to return to CBS or destroy the Confidential
Information and all copies thereof, extracts therefrom and analyses or other
materials based thereon, except that such Lender shall be permitted to disclose
Confidential Information (i) to such of its officers, directors,
employees, agents, affiliates and representatives as need to know such
Confidential Information in connection with such Lender’s participation in this
Agreement, each of whom shall be informed by such Lender of the confidential nature
of the Confidential Information and shall agree to be bound by the terms of
this Section 9.15; (ii) to the extent required by applicable laws and
regulations or by any subpoena or similar legal process or requested by any
Governmental Authority or agency having jurisdiction over such Lender or any
affiliate of such Lender; provided, however,
that, except in the case of disclosure to bank regulators or examiners in
accordance with customary banking practices, if legally permitted written
notice of each instance in which Confidential Information is required or
requested to be disclosed shall be furnished to CBS not less than 30 days prior
to the expected date of such disclosure or, if 30 days’ notice is not
practicable under the circumstances, as promptly as practicable under the
circumstances; (iii) to the extent such Confidential Information (A) is
or becomes publicly available other than as a result of a breach of this
Agreement, (B) becomes available to such Lender on a non-confidential
basis from a source other than a party to this Agreement or any other party
known to such Lender 


 


83

















 


to
be bound by an agreement containing a provision similar to this Section 9.15
or (C) was available to such Lender on a non-confidential basis prior to
this disclosure to such Lender by a party to this Agreement or any other party
known to such Lender to be bound by an agreement containing a provision similar
to this Section 9.15; (iv) as permitted by Section 9.4(g); or (v) to
the extent CBS shall have consented to such disclosure in writing.  As used in this Section 9.15, “Confidential Information” shall mean any
materials, documents or information furnished by or on behalf of any Borrower
in connection with this Agreement designated by or on behalf of such Borrower
as confidential.


 


(b)           Each Lender (i) agrees that, except to the extent the
conditions referred to in subclause (A), (B) or (C) of clause (iii) of
paragraph (a) above have been met and as provided in paragraph (c) below,
(A) it will use the Confidential Information only in connection with its
participation in this Agreement and (B) it will not use the Confidential
Information in connection with any other matter or in a manner prohibited by
any law, including, without limitation, the securities laws of the United
States and (ii) understands that breach of this Section 9.15 might
seriously prejudice the interest of the Borrowers and that the Borrowers are
entitled to equitable relief, including an injunction, in the event of such
breach.


 


(c)           Notwithstanding anything to the contrary contained in this
Section 9.15, each Agent and each Lender shall be entitled to retain all
Confidential Information for so long as it remains an Agent or a Lender to use
solely for the purposes of servicing the credit and protecting its rights
hereunder.


 


SECTION 9.16.              Patriot Act Notice.    Each Lender and each Agent (for itself and
not on behalf of any other party) hereby notifies the Borrowers and CBS
Operations that, pursuant to the requirements of the USA Patriot Act, Title III
of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), it is required to obtain,
verify and record information that identifies the Borrowers and CBS Operations,
which information includes the name and address of the Borrowers and CBS
Operations and other information that will allow such Lender or such Agent, as
applicable, to identify the Borrowers and CBS Operations in accordance with the
Patriot Act.


 


[Remainder of the page left
blank intentionally; Signature page to follow.]


 


84






 










 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.


 


	
   

  	
  CBS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Ianniello

  
	
   

  	
   

  	
  Name:
  Joseph R. Ianniello

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CBS
  OPERATIONS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Ianniello

  
	
   

  	
   

  	
  Name:
  Joseph R. Ianniello

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as

  
	
   

  	
  Administrative
  Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tina L. Ruyter

  
	
   

  	
   

  	
  Name:
  Tina L. Ruyter

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A., as Syndication Agent and as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin A. Ege

  
	
   

  	
   

  	
  Name:
  Kevin A. Ege

  
	
   

  	
   

  	
  Title:
  Vice President

  



 

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Co-Documentation 

  Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jay D. Marquis

  
	
   

  	
   

  	
  Name:
  Jay D. Marquis

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ, 

  LTD., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Harumi Kambara

  
	
   

  	
   

  	
  Name:
  Harumi Kambara

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH, 

  as Co-Documentation Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andreas Neumeier

  
	
   

  	
   

  	
  Name:
  Andreas Neumeier

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Anca Trifan

  
	
   

  	
   

  	
  Name:
  Anca Trifan

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN
  STANLEY BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Melissa James

  
	
   

  	
   

  	
  Name:
  Melissa James

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


2

















 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND plc, as 

  Co-Documentation Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tyler J. McCarthy

  
	
   

  	
   

  	
  Name:
  Tyler J. McCarthy

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS
  LOAN FINANCE LLC, as Co-Documentation 

  Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Irja R. Otsa

  	
  /s/
  Mary E. Evans

  
	
   

  	
   

  	
  Name:
  Irja R. Otsa

  	
  Name:
  Mary E. Evans

  
	
   

  	
   

  	
  Title:
  Associate Director

  	
  Title:
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO
  MITSUI BANKING 

  CORPORATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Yasuhiko Imai

  
	
   

  	
   

  	
  Name:
  Yasuhiko Imai

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NOVA SCOTIA, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brenda S. Insull

  
	
   

  	
   

  	
  Name:
  Brenda S. Insull

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


3

















 


	
   

  	
  WELLS
  FARGO BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald P. Schwartz

  
	
   

  	
   

  	
  Name:
  Donald P. Schwartz

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDMAN
  SACHS LENDING PARTNERS LLC, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Walton

  
	
   

  	
   

  	
  Name:
  Mark Walton

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS 

  BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Doreen Barr

  
	
   

  	
   

  	
  Name:
  Doreen Barr

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS

  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Day

  
	
   

  	
   

  	
  Name:
  Christopher Day

  
	
   

  	
   

  	
  Title:
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MIZUHO
  CORPORATE BANK, LTD., as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Raymond Ventura

  
	
   

  	
   

  	
  Name:
  Raymond Ventura

  
	
   

  	
   

  	
  Title:
  Deputy General Manager

  



 


4

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON, as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas J. Tarasovich, Jr.

  
	
   

  	
   

  	
  Name:
  Thomas J. Tarasovich, Jr.

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LLOYDS
  TSB BANK plc, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Windsor Davies

  
	
   

  	
   

  	
  Name:
  Windsor Davies

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Abraham Asoli

  
	
   

  	
   

  	
  Name:
  Abraham Asoli

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE
  GENERALE, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ambrish Thanawala

  
	
   

  	
   

  	
  Name:
  Ambrish Thanawala

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Gunder

  
	
   

  	
   

  	
  Name: Tom Gunder

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


5