ex4-3.htm


     

    
      Exhibit
4.3

       

      
         

         

         

         

      

      


      CBS
CORPORATION

       

      AND

       

      _____________________________________________,

       

      Warrant
Agent

      


      _________________________

       

      


      DEBT
WARRANT AGREEMENT

       

      


      ____________________________

       

      PROVIDING
FOR THE ISSUANCE OF

       

      %
[NOTES/DEBENTURES]
DUE            PURCHASE
WARRANTS

       

      DATED AS
OF ____________, 20__

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      WARRANT
AGREEMENT

       

      THIS DEBT
WARRANT AGREEMENT is entered into as of, 20__ between CBS Corporation, a
corporation incorporated under the laws of Delaware (the “Company”) and
_____________________, a ________ incorporated under the laws of ____________
(the “Agent”).

       

       

      W I T N E
S S E T H:

       

      WHEREAS,
the Company proposes to issue ____ Warrants, each Warrant entitling the
registered owner thereof to purchase ___% [Notes/Debentures] Due ______ of the
Company at the price and upon the terms and conditions herein set forth;
and

       

      WHEREAS,
the Company is duly authorized to issue the Warrants as provided in this
Agreement; and

       

      WHEREAS,
all things necessary have been done and performed to make the Warrants when duly
authenticated by the Agent and issued as provided for in this Agreement legally
valid and binding obligations of the Company with the benefits and subject to
the terms of this Agreement.

       

      NOW,
THEREFORE, for good and valuable consideration mutually given and received, the
receipt and sufficiency thereof is hereby acknowledged, it is hereby agreed and
declared as follows:

       

       

      ARTICLE
I

       

      DEFINITIONS

       

      SECTION
1.1.  Definitions.   Except as
otherwise expressly provided or unless the context otherwise requires, the terms
defined in this Section 1.1 shall for all purposes of this Agreement, have the
meanings herein specified, the following definitions to be equally applicable to
both the singular and plural forms of any of the terms herein
defined:

       

      The term
“Agent” shall mean _____________, a _________ incorporated under the laws of
____________ or its lawful successors from time to time appointed in accordance
with this Agreement.

       

      The term
“Agreement” shall mean this Debt Warrant Agreement between the Company and the
Agent, as such agreement is originally executed or as it may from time to time
be supplemented, modified or amended as provided herein.

       

      The term
“Business Day” shall mean any day which is not a Saturday or Sunday or which in
the City of New York or ____________ is neither a legal holiday nor a day on
which banking institutions are authorized by law or regulation to
close.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      The term
“Company” shall mean CBS Corporation, a Delaware corporation, until a successor
entity shall have become such pursuant to the applicable provisions of this
Agreement and thereafter the term “Company” shall mean such successor
entity.

       

      The term
“Event of Default” shall mean any event specified as such in Section 6.1 hereof.
An Event of Default shall “exist” if an Event of Default shall have occurred and
be continuing.

       

      The term
“Exercise Date” shall mean each date during the Exercise Period on which
[Notes/Debentures] are purchased by a Registered Owner through the exercise of
all or a portion of its Warrants.

       

      The term
“Exercise Form” shall mean the form designated Exercise Form attached as Annex
II to each Warrant.

       

      The term
“Exercise Period” shall mean the period commencing at 9:00 A.M. (_____ time) on
_____________, 20__ and ending at 4:00 P.M. (_________ time) on _____________,
_____.

       

      The term
“Exercise Price” shall have the meaning accorded such term in Section 2.1 of
this Agreement.

       

      The term
“Indenture” shall mean that certain Indenture dated as of ___________ between
the Company and ___________, as trustee, as such Indenture was originally
executed or as it may from time to time be supplemented, modified or amended in
accordance with the terms thereof.

       

      The term
“[Notes/Debentures]” means any or all, as the case may be, of the Company’s ___%
[Notes/Debentures] Due ___________, authenticated and delivered as provided in
the Indenture.

       

      The term
“Notice of Intent to Exercise” shall have the meaning accorded thereto in
Section 4.1 of this Agreement. The form of Notice of Intent to Exercise is
attached as Annex I to each Warrant.

       

      The term
“Outstanding” when used with reference to the Warrants shall mean, as of the
date of determination, all Warrants theretofore authenticated and delivered
under this Agreement, except:

       

      (a)  Warrants
theretofore canceled by the Agent or delivered to the Agent for cancelation
and

       

      (b)  Warrants
in exchange for or in lieu of which other Warrants shall have been authenticated
and delivered under this Agreement.

       

      The term
“Person” shall mean an individual, a corporation, a partnership, a joint
venture, an association, a joint stock company, a trust, an unincorporated
organization, or a government or any agency, authority or political subdivision
thereof.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      The term
“Register” shall mean the books for the registration and transfer of Warrants
which books are kept by the Agent pursuant to Section 3.1 hereof.

       

      The term
“Time of Expiry” means 4:00 p.m., _________ time, on ____________,
20__.

       

      The term
“Warrantholders” or “Registered Owners” means the persons from time to time who
are registered owners of the Warrants.

       

      The term
“Warrantholders’ Request” means an instrument signed in one or more counterparts
by the Warrantholders entitled to purchase in the aggregate not less than a
majority of the aggregate principal amount of [Notes/Debentures] which could be
purchased pursuant to all Warrants then Outstanding requesting the Agent to take
some action or proceeding specified therein.

       

      The term
“Warrants” means the ___% [Notes/Debentures] Due 20__ Purchase Warrants issued
hereunder pursuant to which Warrantholders have the right to purchase
[Notes/Debentures] on the terms and conditions herein set forth.

       

      The term
“Written Order of the Company” and “Written Consent of the Company” mean,
respectively, a written order or consent signed in the name of the Company by
any one of its officers and may consist of one or more instruments so
executed.

       

       

      ARTICLE
II

      ISSUANCE
OF WARRANTS

       

      SECTION
2.1.  Issuance And Terms Of
Warrants.  The issuance of Warrants entitling the Registered Owners
thereof to purchase up to an aggregate of not more than [U.S. $/Specified
Currency]_______ in principal amount of the [Notes/Debentures] is hereby
authorized. The Warrants are hereby designated as the “[Notes/Debentures] Due
Purchase Warrants.” The Warrants shall be delivered by the Company to the Agent
to be authenticated by the Agent and delivered in accordance with the Written
Order of the Company. The Warrants shall be dated ________, 20__ and shall be
issuable in fully registered form and in denominations that permit the purchase
upon exercise of [U.S. $/Specified Currency]_______ principal amount of
[Notes/Debentures] and any integral multiples thereof.

       

      The
Warrants shall be exercisable on any Business Day during the Exercise Period.
Each Warrant in the denomination of [U.S. $/Specified Currency] shall entitle
the Registered Owner thereof to exercise such Warrant in accordance with and
pursuant to the terms thereof for the purchase of a [Note/Debenture] in the
principal amount of [U.S. $/Specified Currency] at par plus interest accrued
thereon from _______________, _______, _____ to but not including, the Exercise
Date (the “Exercise Price”).

       

      SECTION
2.2.  Form
of Warrants.  The Warrants shall be in substantially the form set
out in this Section 2.2, with such additional provisions, omissions, variations
or substitutions as are not inconsistent with the provisions of this Agreement.
The Warrants may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may, consistent herewith, be
determined by the officer executing such Warrants as evidenced by such officer’s
execution thereof.

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      FORM OF
WARRANT

       

      Number
R-W-___ _____ Warrant(s) Representing Right to Purchase Up to [U.S. $/Specified
Currency] ________ in Aggregate Principal Amount of ___% [Notes/Debentures] Due
_________.

       

      This
Warrant expires at 4:00 p.m. (_______ time) on [________, _________] and
thereafter will be void and of no value. Notice of the holder’s intent to
exercise this Warrant must be given to ________________, as Agent not later than
4:00 P.M. (________ time) [____________, _____].

       

       

      CBS
CORPORATION

       

      [NOTE/DEBENTURE]
PURCHASE WARRANT

       

      THIS
CERTIFIES THAT, for value received, ____________, the Registered Owner hereof
(herein sometimes called the “Warrantholder”) is entitled, upon and subject to
the terms and conditions set forth herein and in the Debt Warrant Agreement (the
“Warrant Agreement”) dated as of ___________, ____, ____ between CBS Corporation
(the “Company”) and ______________, as Agent, (the “Agent”), to purchase at par
plus interest accrued thereon, if any, at any time from 9:00 A.M. (___________
time) [____________, _____] to 4:00 P.M. (________ time) [________________,
_____], inclusive (each such date being referred to as an “Exercise Date”) up to
[U.S. $/Specified Currency] ___________ in aggregate principal amount of ___%
[Notes/Debentures] Due 0000 (the “[Notes/Debentures]”) of CBS Corporation (the
“Company”), by providing written notice to the Agent of the Warrantholder’s
intention to exercise its right to purchase provided for herein specifying the
number of Warrants which the Warrantholder wishes to exercise, such notice to be
provided in the notice form annexed hereto as Annex II not earlier than 9:00
A.M. (________ time) on [_________________, ____] and not later than 4:00 P.M.
(___________ time) [____________, ___], and by surrendering to the Agent at its
principal office in _____________, ___________ on any Exercise Date, this
Warrant, with the Exercise Form on which this Warrant is exercised, the
[Notes/Debentures] will be delivered as described below against payment therefor
in [U.S. Federal Reserve or other United States/Specified Currency] funds
current and immediately available to the Agent at the amount designated in the
Warrant Agreement, in each case in an amount equal to the purchase price of the
[Notes/Debentures] so purchased pursuant to the exercise of this
Warrant.

       

      This
Warrant is one of a duly authorized issue of warrants issued under the
provisions of the Warrant Agreement. Reference is hereby made for particulars of
the rights of the Warrantholders and of the Company in respect thereof and the
terms and conditions upon which the Warrants are issued and held, all to the
sole effect as if the provisions of the Warrant Agreement were herein set forth,
to all of which the Warrantholder by acceptance hereof assents. The Company will
furnish to the Warrantholder, upon written request and without charge, a copy of
the Warrant Agreement. All capitalized terms not otherwise defined herein, shall
have the meanings ascribed thereto in the Warrant Agreement.

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      The
[Notes/Debentures] purchased pursuant to the exercise of this Warrant will be
mailed by certified mail return receipt requested to the person specified in the
Exercise Form annexed hereto at its address specified therein or, if so
specified in the Exercise Form, delivered to such person or its agent at the
principal office of the Agent in ______________ on the Exercise
Date.

       

      If
[Notes/Debentures] are purchased in an aggregate principal amount which is less
than the total principal amount of the [Note/Debentures] that can be purchased
pursuant to this Warrant, the Warrantholder hereof will be entitled to receive
without charge a new Warrant in respect of the balance of the principal amounts
of [Notes/Debentures] which the Registered Owner hereof was entitled to purchase
under the surrendered Warrant and which were not then purchased.

       

      On
presentation at the principal office of the Agent in ______________ subject to
the provisions of the Warrant Agreement, one or more Warrants may be exchanged
for one or more Warrants entitling the Warrantholder to purchase an equal
aggregate principal amount of [Notes/Debentures] as may be purchased under the
Warrant or Warrants so exchanged. Nothing contained in this Warrant, the Warrant
Agreement or elsewhere shall be construed as conferring upon the Warrantholder
hereof any right or interest whatsoever as an owner of [Notes/Debentures] or any
other right or interest in respect thereof except as herein and in the Warrant
Agreement expressly provided.

       

      This
Warrant is registered on the books of the Company and is transferable only in
accordance with the provisions of the Warrant Agreement by surrender thereof at
the principal office of the Agent duly endorsed or accompanied by a written
instrument of transfer duly executed by the Registered Owner of this Warrant or
its attorney duly authorized in writing all in accordance with the terms and
provisions of the Warrant Agreement.

       

      This
Warrant and the Warrant Agreement are governed by and construed in accordance
with the laws of New York, without regard to principles of conflicts of
law.

       

      IN
WITNESS WHEREOF the Company has caused this Warrant to be duly executed as of
_________________, ___.

       

      
        	
                CBS
      CORPORATION

                 

              
	
                By

              
	 
      	 
      


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
 

      Certificate
of Authentication

       

      This is
one of the Warrants described in the within-mentioned Debt Warrant Agreement
______________________, as Agent

       

      


      By______________________________________

              Authorized
Officer

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      ANNEX I -
NOTICE OF INTENT TO EXERCISE

       

      TO:

       

      The
undersigned Warrantholder of _____ Warrants evidenced by Warrant Number______
(the “Warrant”) hereby notifies you pursuant to Section 4.1 of the Debt Warrant
Agreement dated as of _______, __ (the “Warrant Agreement”) between CBS
Corporation (the “Company”) and [__________, the undersigned], of the
undersigned’s intention to exercise _______ of such Warrants on ____________,
____) (the “Exercise Date”) to purchase [U.S. $/Specified Currency]
________________ in aggregate principal amount of the Company’s ___%
[Notes/Debentures] Due __________________ (the “[Notes/Debentures]”) at par plus
interest accrued, if any, from and after [___________, _____]. The purchase
price shall be a total of [U.S. $/Specified Currency] __________ representing
[U.S. $/Specified Currency] _______ in principal and [U.S. $/Specified Currency]
in accrued interest.

       

      The
Warrant with the Exercise Form duly completed shall be delivered to the Agent at
its principal office in ________________, ________. Payment of the purchase
price of the [Notes/Debentures] shall be made in [U.S. Federal Reserve or other
United States/Specified Currency funds] immediately available at the principal
office of the Agent on the Exercise Date. The undersigned shall direct such
[Notes/Debentures] be registered and delivered in the name(s) and the amount(s)
set forth opposite the undersigned’s name on Annex II to the
Warrant.

       

      DATED
this _____ day of ____________, ____.

       

      
        	
                [NAME
      OF WARRANTHOLDER]

                 

              
	
                By

              
	 
      	 
      


      

      


       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

       

      ANNEX II
- EXERCISE FORM

       

      TO:

       

      The
undersigned Warrantholder of ______ Warrants evidenced by the Warrant attached
hereto hereby exercises on _____________, ____ (the “Exercise Date”) Warrants to
purchase [U.S. $/Specified Currency] _______ in aggregate principal amount of
CBS Corporation’s ___% [Notes/Debentures] Due ____________ (the
“[Notes/Debentures]”) at par plus $______ in accrued interest on the
[Notes/Debentures] from [_________________, ___], and agrees to transfer on the
Exercise Date in [U.S. $/Specified Currency] funds immediately available to the
Agent (at [account]) such purchase price of the [Notes/Debentures] all in
accordance with the terms and conditions of the Debt Warrant Agreement dated as
of ____________, ____ (the “Warrant Agreement”) between CBS Corporation and
[____________________], as Agent. The undersigned hereby irrevocably directs
that such [Notes/Debentures] be registered and delivered in accordance with the
directions set forth herein.

       

      The
undersigned acknowledges that all taxes or other governmental charges payable
upon the registration and delivery of such [Notes/Debentures] (other than in
connection with each original issue and sale of the [Notes/Debentures]),
including any transfer taxes payable if the [Notes/Debentures] are to be
registered in the name of a person or persons other than the undersigned
Warrantholder, must be paid by the undersigned.

       

      DATED
this _________ day of _____________, ___.

       

      
        	
                [NAME
      OF WARRANTHOLDER]

                 

              
	
                By

              
	 
      	 
      


      

      


       

      Please
check box if [Notes/Debentures] are to be delivered at the offices of _________
on the Exercise Date, failing which the [Notes/Debentures] will be mailed by
certified mail return receipt requested.

       

      Unless
the foregoing box is checked, the [Notes/Debentures] shall be delivered to the
Warrantholder at its address set forth in the Register.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

       

      SECTION
2.3.  Mutilated, Lost, Destroyed
or Stolen Warrants.  If (i) any mutilated Warrant is surrendered to
the Agent, or the Company and the Agent receive evidence to their satisfaction
of the destruction, loss or theft of any Warrant and (ii) there is delivered to
the Company and the Agent such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Company or
the Agent that such Warrant has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Warrant, a new Warrant of the same principal amount, bearing a number not
contemporaneously Outstanding.

       

      Upon the
issuance of any new Warrant under this Section 2.3, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected
therewith.

       

      Every new
Warrant issued pursuant to this Section 2.3 in lieu of any destroyed, lost or
stolen Warrant shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Warrant shall be at
any time enforceable by anyone, and shall be entitled to all the security and
benefits of this Agreement equally and ratably with all other Outstanding
Warrants.

       

      The
provisions of this Section 2.3 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Warrants.

       

      SECTION
2.4.  Warrantholder Not a
Registered Owner of the [Notes/Debentures].  The ownership of a
Warrant shall not constitute the Registered Owner thereof an owner of any of the
[Notes/Debentures] nor entitle the Registered Owner to any right or interest in
respect thereof except upon the exercise and surrender of its Warrants and the
payment of the purchase price of the [Notes/Debentures] in accordance with and
pursuant to the terms herein provided.

       

      SECTION
2.5.  Warrants to Rank Pari
Passu.  All Warrants shall rank pari passu with each
other.

       

      SECTION
2.6.  Execution of
Warrants.  The Warrants shall be signed in the name and on behalf of
the Company by one of its officers. The signature of the officer executing the
Warrants may be manual or facsimile. In case any officer of the Company who
shall have signed any of the Warrants (manually or in facsimile) shall cease to
be such officer before the Warrants so signed shall have been authenticated and
delivered by the Agent, such Warrants nevertheless may be authenticated and
delivered as though the Person who signed such Warrants had not ceased to be
such officer of the Company. Also, any Warrant may be signed on behalf of the
Company by such Persons as on the actual date of execution of such Warrant shall
be the proper officers of the Company, although at the date of the execution of
this Agreement any such Person was not such officer.

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
 

      Only such
of the Warrants as shall bear thereon a certificate of authentication in
substantially the form set forth in Section 2.2 hereof, executed by the Agent,
shall be entitled to the benefits of this Agreement or be valid or obligatory
for any purpose.

       

      SECTION
2.7.  Purchase of Warrants by the
Company.  The Company may purchase in the market, by private
contracts or otherwise, all or any portion of the Warrants on such terms as the
Company may determine.

       

       

      ARTICLE
III

      EXCHANGE
OF WARRANTS; REGISTRATION OF

      TRANSFER
OF WARRANTS; NOTICE TO WARRANTHOLDERS

       

      SECTION
3.1.  Register.  The
Agent, as agent of the Company, shall maintain, at its principal office in
____________, ____, the Register in which, subject to such reasonable
regulations as it and the Company may prescribe, it shall provide for the
registration of the Warrants and the transfer of Warrants as in this Agreement
provided. The Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Registered
Owners of the Warrants shall present directly to the Agent all requests for (a)
registration of transfer of Warrants, (b) exchange of Warrants for new Warrants
in authorized denominations and (c) replacement of Warrants in the case of
mutilation, destruction, loss or theft.

       

      Upon the
Company’s request, the Agent shall furnish the Company with a list of names and
addresses of the Registered Owners showing the number of such Warrants held by
each Registered Owner.

       

      SECTION
3.2.  Exchange of
Warrants.  Warrants entitling the Registered Owner to purchase any
specified principal amount of [Notes/Debentures] may, upon compliance with the
reasonable requirements of the Agent, be exchanged for Warrants entitling the
Registered Owner thereof to purchase an equal aggregate principal amount of
[Notes/Debentures].

       

      Warrants
may be exchanged only at the principal office of the Agent in _______________,
___ or at any other place that is designated by the Company. Any Warrants
tendered for exchange shall be surrendered to the Agent and canceled. The
Company shall execute all Warrants necessary to carry out exchanges as aforesaid
and such Warrants shall be authenticated by the Agent.

       

      SECTION
3.3.  Charges for
Exchange.  For each Warrant exchanged or transferred, the Agent,
except as otherwise herein provided, shall, if required by the Company, charge a
reasonable sum for each new Warrant issued; and payment of such charges and
reimbursement of the Agent or the Company for any taxes or governmental or other
charges required to be paid shall be made by the party requesting such exchange,
as a condition precedent thereto.

       

      SECTION
3.4.  Registration of Transfer;
Restrictions on Transfers.  No transfer of a Warrant shall be valid
unless made at the principal offices of the Agent in ____________,
__________ or at any other place that is designated by the Company as an office
for registration of transfer by the Registered Owner or such Registered Owner’s
executors, administrators or other legal representatives or attorney duly
appointed by an instrument in writing in form and execution satisfactory to the
Agent and upon compliance with such reasonable requirements as the Agent and the
Company may prescribe. Any Warrants tendered for registration of transfer shall
be surrendered to the Agent.

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

       

      SECTION
3.5.  Notice
to Warrantholders.  Unless herein otherwise expressly provided, any
notice to be given hereunder to Warrantholders shall be deemed to be validly
given if such notice is mailed to the last addresses of the Warrantholders
appearing on the Register. Any notice so given shall be deemed to have been
given on the day on which it has been mailed. In determining under any provision
hereof the date when notice of any meeting or other event must be given, the
date of giving notice shall be included and the date of the meeting or other
event shall be excluded.

       

       

      ARTICLE
IV

      EXERCISE
OF WARRANTS

       

      SECTION
4.1.  Method
of Exercise of Warrants.  The Registered Owner of any Warrant may
exercise the right thereby to purchase [Notes/Debentures] by surrendering to the
Agent on any Business Day during the Exercise Period at the principal office of
the Agent in ___________, ___________, or at any other place or places that may
be designated by the Company:

       

      (a)  at
least 3 Business Days prior to the exercise of its Warrants, a completed and
executed Notice of Intent to Exercise in the form thereof set forth in Annex I
to each Warrant (a “Notice of Intent to Exercise”);

       

      (b)  on
the Exercise Date, a duly completed and executed Exercise Form in the form
thereof set forth in Annex II to each Warrant;

       

      (c)  on
the Exercise Date, its Warrant or Warrants which it is exercising;
and

       

      (d)  on
the Exercise Date, the Exercise Price in funds immediately available to the
Company.

       

      The items
described in the foregoing clauses (a) and (b) shall be deemed received when an
actual copy or a facsimile thereof is received by the Agent. Each Warrant shall
be deemed to be surrendered only upon personal delivery thereof to or, if sent
by mail or other means of transmission, upon receipt thereof by, the Agent at
the office specified in this Section 4.1. Each Warrant shall be deemed exercised
as of the first Business Day on which all of the foregoing conditions are
satisfied with respect to such Warrant. The first day on which the Warrants may
be exercised is ________________, ____________, ___. The Company acknowledges
that the Registered Owners of the Warrants are not required under any
circumstances to take any other actions in order to exercise their
Warrants.

       

      SECTION
4.2.  Effect
of Exercise of Warrants.  Upon surrender and payment of the Exercise
Price by the Registered Owner of any Warrant in accordance with Section 4.1, the
[Notes/Debentures] so purchased shall be deemed to have been issued and the
person or persons to whom such [Notes/Debentures] are to be issued shall be
deemed to have become the Registered Owner or owners of such [Notes/Debentures]
on the [Exercise Date].

       

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      After the
due exercise of a Warrant as aforesaid, the Company shall forthwith cause to be
delivered to the person to whom the [Notes/Debentures] so purchased are to be
issued at the address specified in such form or, if so specified in such
purchase form, cause to be delivered to such person at the office where such
Warrant was surrendered, a [Note/Debenture] or [Notes/Debentures] in the form or
forms and in the denominations requested and for the appropriate principal
amount of [Notes/Debentures] not exceeding the principal amount which the
Warrantholder is entitled to purchase pursuant to the Warrant
surrendered.

       

      SECTION
4.3.  Partial Exercise of
Warrants.  Subject to the issuance of [Notes/Debentures] in
authorized denominations only, the Registered Owner of any Warrant may purchase
(Notes/Debentures] in a principal amount less than that which such Registered
Owner is entitled to purchase pursuant to the surrendered Warrant. In the event
of any purchase of a principal amount of [Notes/Debentures] less than the
principal amount which can be purchased pursuant to a Warrant, the Registered
Owner thereof upon exercise thereof prior to the Time of Expiry shall, in
addition, be entitled to receive forthwith a new Warrant in respect of the
balance of the principal amount of [Notes/Debentures] which such Registered
Owner was entitled to purchase pursuant to the surrendered Warrant and which
were not then exercised. The Company shall not be responsible for any taxes
which may be payable in connection with the issuance of such new
Warrant.

       

      SECTION
4.4.  Expiration of
Warrants.  After the Time of Expiry, all rights under any Warrant in
respect of which the right of purchase herein and therein provided for shall not
theretofore have been exercised pursuant to Section 4.1 shall cease and
terminate and such Warrant shall become void and of no effect and all rights of
the Registered Owner thereof under this Warrant Agreement shall cease and
terminate as of such termination; provided that such Registered Owner’s
rights under this Warrant Agreement with respect to actions occurring prior to
such termination shall remain in full force. After the Time of Expiry, each
Registered Owner of any Warrants shall return any unexercised Warrants to the
Agent for cancelation in accordance with Section 4.5 of this
Agreement.

       

      SECTION
4.5.  Cancelation of Surrendered
Warrants.  All Warrants surrendered to the Agent pursuant to
Sections 2.3, 3.2, 3.4 or 4.1 shall forthwith be canceled by the Agent. All
Warrants canceled or required to be canceled under this or any other provision
of this Agreement may be destroyed by or under the direction of the Agent and
the Agent shall furnish the Company with a destruction certificate identifying
the Warrants so destroyed and the principal amount of [Notes/Debentures] which
could have been purchased pursuant to each.

       

      SECTION
4.6.  Accounting and
Recording.  The Agent shall forthwith account and remit to the
Company with respect to Warrants exercised and immediately forward to the
Company (or into an account or accounts of the Company with the bank or trust
company designated by the Company for that purpose) all monies received by the
Agent on the purchase of [Notes/Debentures] through the exercise of Warrants.
All such monies, and any [Notes/Debentures] or other instruments, from time to
time received by the Agent shall be received in trust for, and shall be
segregated and kept apart by the Agent in trust for, the Company.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      The Agent
shall record the particulars of the Warrants exercised which shall include the
names and addresses of the persons who become Registered Owners of
[Notes/Debentures] on exercise, the Exercise Date, the Exercise Price and the
number of [Notes/Debentures] reserved for that purpose by the Company. The Agent
shall provide such particulars in writing to the Company.

       

       

      ARTICLE
V

      COVENANTS

       

      SECTION
5.1.  Issuance of
[Notes/Debentures].  The Company covenants that so long as any
Warrants remain Outstanding it will cause the [Notes/Debentures] from time to
time paid for pursuant to the Warrants in the manner herein provided to be duly
issued and delivered in accordance with the Warrants and the terms
hereof.

       

      SECTION
5.2.  Corporate Existence of the
Company; Consolidation, Merger, Sale or Transfer.  The Company
covenants that so long as any of the Warrants are Outstanding, it will maintain
its existence, will not dissolve, sell or otherwise dispose of all or
substantially all of its assets and will not consolidate with or merge into
another entity or permit one or more other entities to consolidate with or merge
into it; provided that the Company may, without violating the covenants in this
Section 5.2 contained, consolidate with or merge into another entity or permit
one or more other entities to consolidate with or merge into it, or sell or
otherwise transfer to another entity all or substantially all of its assets as
an entirety and thereafter dissolve, if the surviving , resulting or transferee
entity, as the case may be, (i) shall be formed and existing under the laws of
one of the States of the United States of America, (ii) assumes, if such entity
is not the Company, all of the obligations of the Company hereunder and (iii) is
not, after such transaction, otherwise in default under any provisions
hereof.

       

      SECTION
5.3.  Maintenance of Offices or
Agencies for Transfer, Registration, Exchange of Warrants.  So long
as any of the Warrants shall remain Outstanding, the Company covenants that it
will maintain an office or agency in _________, where the Warrants may be
presented for registration, exchange and transfer as in this Agreement provided,
and where notices and demands to or upon the Company in respect of the Warrants
or of this Agreement may be served, and where the Warrants may be presented for
exchange for [Notes/Debentures] as provided herein.

       

      SECTION
5.4.  Appointment to Fill a
Vacancy in the Office of Agent.  The Company, whenever necessary to
void or fill a vacancy in the office of Agent, covenants that it will appoint,
in the manner provided in Section 9.4 hereof, an Agent, so that there shall at
all times be an Agent with respect to the Outstanding Warrants.

       

       

      ARTICLE
VI

      EVENTS OF
DEFAULT; REMEDIES

       

      SECTION
6.1.  Events
of Default.  The term “Event of Default” whenever used herein with
respect to any Warrant shall mean any one of the following events:

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      (a)  Failure
by the Company to deliver the [Notes/Debentures] in exchange for the Warrants in
accordance with the provisions of this Agreement or

       

      (b)  failure
on the part of the Company to observe or perform in any material respect any of
the covenants or agreements on its part in the Warrants or in this Agreement
specifically contained for the benefit of the Warrantholders, for a period of 90
days after there has been given, by registered or certified mail, to the Company
by the Agent, or to the Company and the Agent by the Registered Owners of not
less than 25% in principal amount of the Warrants at the time Outstanding under
this Agreement, a written notice specifying such failure and stating that such
is a “Notice of Default” hereunder.

       

      SECTION
6.2.  Suits
by Warrantholders.  All or any of the rights conferred upon the
Registered Owner of any Warrant by the terms of such Warrant and/or this
Agreement may be enforced by the Registered Owner of such Warrants by
appropriate legal proceedings but without prejudice to the right which is hereby
conferred upon the Agent to proceed in its own name to enforce each and all of
the provisions herein contained for the benefit of the Registered Owners of the
Warrants from time to time Outstanding.

       

      SECTION
6.3.  Remedies Not Waived;
Enforcement Expense.  No delay or failure on the part of the
Registered Owners of Warrants or the Agent to exercise any right shall operate
as a waiver of such right or otherwise prejudice such Registered Owner’s or
Agent’s, as the case may be, rights, powers and remedies. The Company agrees to
pay all costs, expenses and fees, including all reasonable attorneys’ fees,
which may be incurred by a Registered Owner in enforcing or attempting to
enforce its rights thereunder and hereunder following the occurrence and during
the continuance of any Event of Default hereunder, whether the same shall be
enforced by suit or otherwise.

       

      SECTION
6.4.  Incorporators,
Stockholders, Officers and Directors of Company are Exempt from Individual
Liability.  No recourse under or upon any obligation, covenant or
agreement of this Agreement, or of any Warrant, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Agreement and the
Warrants issued hereunder are solely corporate obligations, and that no personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Agreement
or in any of the Warrants or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the obligations hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Agreement
or in any of the Warrants or implied therefrom are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Agreement and the issuance of such Warrants.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
VII

      AMENDMENTS;
MEETING OF WARRANTHOLDERS

       

      SECTION
7.1.  Amendments Without Consent
of Registered Owners of Warrants.  This Agreement and the terms and
conditions of the Warrants may be amended by the Company and the Agent, without
the consent of any Registered Owner of Warrants for any of the following
purposes:

       

      (a)  to
add to the covenants of the Company for the benefit of the Registered Owners of
Warrants,

       

      (b)  to
surrender any right or power conferred upon the Company,

       

      (c)  to
cure any ambiguity or correcting or supplementing any provision contained herein
or in the Warrants which may be defective or inconsistent with any other
provisions contained herein or in the Warrants,

       

      (d)  if
deemed appropriate by the Company or required by law, to evidence the permitted
succession of another corporation to the Company and the assumption by such
successor of the covenants and obligations of the Company herein and in the
Warrants or

       

      (e)  to
make such other provisions in regard to matters or questions arising under this
Agreement or the Warrants which shall not adversely affect the interests of the
Registered Owners of the Warrants in any material respect.

       

      SECTION
7.2.  Amendments with Consent of Registered Owners
of Warrants.  This Agreement, the terms and conditions of the Warrants and the
covenants contained in either may also be modified or amended by the Company and
the Agent and past defaults thereunder or future compliance therewith by the
Company may be waived either with the written consent of the Registered Owners
of not less than a majority in aggregate principal amount of the
[Notes/Debentures] at the time outstanding, or by the adoption, at a meeting
duly convened and held in accordance with the provisions of Section 8.04 at
which the Registered Owners of at least 25% of the aggregate principal amount of
the [Notes/Debentures] at the time outstanding are present or represented, of a
resolution by the Registered Owners of not less than 75% in aggregate principal
amount of the Outstanding Warrants present or represented at the meeting;
provided that no such modification, amendment or waiver may, without the consent
or affirmative vote of the Registered Owner of each Warrant affected
thereby:

       

      (a)  Waive
a default in the failure to deliver [Notes/Debentures] in exchange for Warrants
pursuant to Section 4.1 hereof or change the Exercise Dates or the Expiry Date
with respect to any Warrant, or change the coin or currency in which any Warrant
is 15exercisable for [Notes/Debentures] or impair the right to institute suit
for the enforcement of any rights of any Registered Owner of a Warrant
or

       

      (b)  Reduce
the percentage in principal amount of the Outstanding Warrants, the consent of
whose Registered Owners is required for any modification or amendment to this
Agreement or to the terms and conditions of or covenants contained in this
Agreement or in the Warrants or for any waiver of compliance therewith
or

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

      (c)  modify
any of the provisions of this Section 7.2 except to provide that certain other
provisions of this Agreement or the terms and conditions of the Warrants cannot
be modified, amended or waived without the consent of the Registered Owner of
each Outstanding Warrant affected thereby.

       

      It shall
not be necessary for the Registered Owners of Warrants to approve the particular
form of any proposed amendment, but it shall be sufficient if they approve the
substance thereof.

       

      SECTION
7.3.  Binding Nature of
Amendments; Notice.  Any modifications, amendments or waivers to
this Agreement or to the terms and conditions of the Warrants in accordance with
the provisions hereof will be conclusive and binding on all Registered Owners of
Warrants, whether or not they have given such consent, whether or not notation
of such modifications, amendments or waivers is made upon the Warrants, and on
all future Registered Owners of Warrants.

       

      Promptly
after the execution of any amendment to this Agreement or the implementation of
any modification or amendment of the terms and conditions of the Warrants,
notice of such amendment or modification shall be given by the Company or by the
Agent, on behalf of and at the instruction of the Company, to the Registered
Owners by mail at such owner’s address as it appears on the Register. The
failure to give such notice on a timely basis shall not invalidate such
amendment or modification, but such notice shall be given as soon as practicable
upon discovering such failure or upon any impediment to the giving of such
notice being overcome.

       

       

      ARTICLE
VIII

      MEETINGS

       

      SECTION
8.1.  Meetings of Registered
Owners of Warrants.  A meeting of Registered Owners of Warrants may
be called at any time and from time to time to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement or the Warrants to be made, given or taken by
Registered Owners of Warrants.

       

      The Agent
may at any time call a meeting of Registered Owners of Warrants for any purpose
specified herein to be held at such time and at such place in ______ or
__________ as the Agent shall determine. Notice of every meeting of Registered
Owners of Warrants, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
by mail to each Registered Owner at its address as it appears on the Register,
not less than 21 nor more than [45] days prior to the date fixed for the
meeting. In case at any time the Company or the Registered Owners of at least
25% in aggregate principal amount of the Outstanding Warrants shall have
requested the Agent to call a meeting of the Registered Owners of Warrants for
any purpose, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Agent shall not have mailed notice
of such meeting within 14 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Registered Owners of Warrants in the amount previously specified,
as the case may be, may determine the time and the place in _______ or for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided herein.

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      To be
entitled to vote at any meeting of Registered Owners of Warrants, a Person shall
be a Registered Owner of Outstanding Warrants. The Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Warrants shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
the Registered Owners of Warrants, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 5 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 5 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in this Section
8.1 with respect to an original meeting, except that such notice need be given
only once not less than 3 days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage of the principal amount of the Outstanding
Warrants which shall constitute a quorum.

       

      Subject
to the foregoing, at the reconvening of any meeting adjourned for a lack of a
quorum the persons entitled to vote 25% in aggregate principal amount of the
Outstanding Warrants shall constitute a quorum for the taking of any action set
forth in the notice of the original meeting. Any meeting of Registered Owners of
Warrants at which a quorum is present may be adjourned from time to time by a
vote as hereinafter provided in this Section 8.1, and the meeting may be held as
so adjourned without further notice. At a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid, any resolution and all
matters shall be effectively passed or decided if passed or decided by persons
entitled to vote the lesser of (a) a majority in aggregate principal amount of
Outstanding Warrants or (b) 75% in aggregate principal amount of Outstanding
Warrants represented and voting at such meeting.

       

      The Agent
may make such reasonable regulations as it may deem advisable for any meeting of
Registered Owners of Warrants in regard to proof of the holding of Warrants and
such other matters concerning the conduct of the meeting as it shall deem
appropriate. The Agent shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or Registered Owners of Warrants as provided herein, in which case the
Company or the Registered Owners calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and permanent
secretary of the meeting shall be elected by vote of the persons entitled to
vote a majority in aggregate principal amount of the Outstanding Warrants
represented at the meeting. The chairman of the meeting shall have no right to
vote, except as a Holder of Warrants.

       

      SECTION
8.2.  Record
of Meetings.  A record, at least in triplicate, of the proceedings
of each meeting of Registered Owners of Warrants shall be prepared, and one such
copy shall be delivered to the Company and the Agent. The copy delivered to the
Agent shall be preserved by the Agent and, upon reasonable notice, made
available to any Registered Owners of Outstanding Warrants.

       

       

      
        
          
          

        

        
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      ARTICLE
IX

      CONCERNING
THE AGENT

       

      SECTION
9.1.  Appointment of
Agent.  The Company hereby appoints at present having its principal
office in [__________ at _____________, ________, __________] as the Agent in
respect of the Warrants, upon the terms and subject to the conditions set forth
in this Agreement.

       

      SECTION
9.2.  Acceptance of Appointment By
Agent; Limitations of Duties of Agent.  The Agent accepts its
obligations set forth herein and in the Warrants upon the terms and conditions
hereof and thereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Registered Owners from time to
time of the Warrants shall be subject:

       

      (a)  The
Agent shall be entitled to the compensation agreed upon with the Company for all
services rendered by it, and the Company agrees promptly to pay such
compensation and to reimburse the Agent for its reasonable out-of-pocket
expenses (including, without limitation, the reasonable compensation of its
counsel) incurred by it in connection with the services rendered by it
hereunder. The Company also agrees to indemnify the Agent for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with its acting as such
Agent hereunder, including the costs and expenses of defending against any claim
of liability.

       

      (b)  In
acting under this Agreement and in connection with the Warrants, the Agent is
acting solely as the agent of the Company and does not assume any obligations or
relationship of agency or trust for or with any of the Registered Owners of the
Warrants.

       

      (c)  The
Agent may consult with one or more counsel (who may also be counsel to the
Company), and, in the absence of bad faith, the written opinion of such counsel
shall be full and complete authorization and protection in respect of any action
taken, omitted or suffered by it hereunder in the good faith reliance
thereon.

       

      (d)  The
Agent shall be protected and shall incur no liability for or in respect of any
action taken, omitted or suffered by it in the good faith reliance upon any
Warrant, notice, direction, consent, certificate, affidavit, statement or other
paper or document signed by the Company reasonably believed by the Agent to be
genuine and to have been signed by the proper persons.

       

      (e)  The
Agent and its officers, directors and employees may become the owner of, or
acquire any interest in, any Warrants, with the same rights that it or they
would have if it were not the Agent hereunder, may engage or be interested in
any financial or other transaction with the Company and may act on, or as
depository, trustee or agent for, any committee or body of Registered Owners of
the Warrants or holders of other obligations of the Company as freely as if it
were not the Agent hereunder.

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      (f)  The
recitals contained herein and in the Warrants (except in the Agent’s
certificates of authentication) shall be taken as the statements of the Company,
and the Agent assumes no responsibility for their correctness. The Agent makes
no representation as to the validity or sufficiency of this Agreement or the
Warrants, provided that the Agent shall not be relieved of its duty to
authenticate Warrants as authorized by this Agreement. The Agent shall not be
accountable for the use or application by the Company of the proceeds of the
Warrants.

       

      (g)  The
Agent shall be obligated to perform such duties and only such duties as are
herein and in the Warrants specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrants against the
Agent.

       

      (h)  No
provision of this Agreement shall be construed to relieve the Agent from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct or that of its officers or employees.

       

      (i)  The
Agent shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

       

      SECTION
9.3.  Agent
Required.  The Company agrees that, until all Warrants
(i) shall have been delivered to the Agent for cancellation or (ii) have
become null and void because of the passage of the Expiry Date, there shall at
all times be an Agent hereunder which shall be a corporation doing business in
the United States and which alone or with its affiliates has a combined capital
and surplus of at least $[___,000,000].

       

      SECTION
9.4.  Resignation and Removal of
Agent; Appointment of Successor.  The Agent may at any time resign
by giving written notice (in accordance with Section 10.1 hereof) to the Company
of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided, however, that such date shall never be
less than [90] days after the receipt of such notice by the Company unless the
Company agrees to accept less notice. Upon receipt of such notice of
resignation, the Company shall promptly act to appoint a successor Agent. The
Agent may be removed at any time by the Company by delivering written notice
thereof specifying such removal and the date when it is intended to become
effective. Any resignation or removal of the Agent shall take effect upon the
date of the appointment by the Company as hereinafter provided of a successor
and the acceptance of such appointment by such successor.

       

      In case
at any time the Agent shall resign, or shall be removed, or shall become
incapable of acting or shall be adjudged as bankrupt or insolvent, or if a
receiver of it or of its property shall be appointed, or if any public officer
shall take charge or control of its or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor agent,
eligible as aforesaid, shall be appointed by the Company.

       

      Upon the
appointment as aforesaid of a successor agent and acceptance by it of such
appointment, the Agent so superseded shall cease to be the Agent hereunder. If
no successor Agent shall have been so appointed by the Company and shall have
accepted appointment as hereinafter provided, then the Registered Owners of a
majority in aggregate principal amount of the Outstanding Warrants, on such
Holders’ behalf and on behalf of all others similarly situated may petition any
court of competent jurisdiction for the appointment of a successor
Agent.

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      Any
successor Agent appointed hereunder shall execute, acknowledge and deliver to
its predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Agent, without any further act deed or
conveyance, shall become vested with all the authority, rights, powers,
immunities, duties and obligations of such predecessor with like effect as if
originally named as such Agent hereunder, and such predecessor, upon payment of
its charges and disbursements then unpaid, shall simultaneously therewith become
obligated to transfer, deliver and pay over, and such successor Agent shall be
entitled to receive, all moneys, [Notes/Debentures] or other property on deposit
with or held by such predecessor, as such Agent hereunder. The Company or, at
the discretion of the Company, the successor Agent, will give prompt written
notice by U.S. Mail to each Registered Owner of the Warrants at such owner’s
address as it appears on the Register of the appointment of a successor Agent.
Failure to give such notice or any defect therein shall not affect the
appointment of a successor Agent.

       

      SECTION
9.5.  Merger, Conversion,
Consolidation or Succession to Business of Agent.  Any corporation
into which the Agent may be merged or converted, or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation succeeding
to all or substantially all the assets and business of the Agent, shall be the
successor to the Agent hereunder, provided such corporation shall be otherwise
eligible under this Article IX, without the execution or filing of any document
or any further act on the part of any of the parties hereto.

       

      In case
any Warrants shall have been authenticated, but not delivered, by the Agent then
in office, any successor by merger, conversion or consolidation to such
authenticating Agent may adopt such authentication and deliver the Warrants so
authenticated with the same effect as if such successor Agent had itself
authenticated such Warrants.

       

       

      ARTICLE
X

      MISCELLANEOUS

       

      SECTION
10.1.  Notices.  All
notices or demands hereunder upon the Company or the Agent may be electronically
communicated or hand delivered or sent by overnight courier, addressed to any
party hereto as provided in this Section 10.1.

       

      All
communications intended for the Company shall be sent to:

       

      CBS
Corporation

      51 W.
52nd
Street

      New York,
NY 10019

      Attention:
General Counsel

      Fax
Number:(212) ___________

       

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
 

      All
communications intended for the Agent shall be sent to:

       

      Agent-Name

      Attention:

      Fax
Number:

       

      or at any
other address of which either of the foregoing shall have notified the other in
any manner prescribed in this Section 10.01.

       

      For all
purposes of this Agreement, a notice or communication will be deemed
effective:

       

      (a)  if
delivered by hand or sent by overnight courier, on the day it is delivered
unless (i) that day is not a day on which commercial banks are open for business
(a “Local Business Day”) in the city specified in the address for notice
provided by the recipient or (ii) if delivered after the close of business on a
Local Business Day, then on the next succeeding Local Business Day
or

       

      (b)  if
sent by facsimile transmission, on the date transmitted, provided that oral or
written confirmation of receipt is obtained by the sender unless the date of
transmission and confirmation is not a Local Business Day, in which case, on the
next succeeding Local Business Day.

       

      Any
notice, direction, request, demand, consent or waiver by the Company or any
Registered Owner to or upon the Agent shall be deemed to have been sufficiently
given, made or filed, for all purposes, if given, made or filed in writing with
the Agent in accordance with the provisions of this Section 10.1.

       

      SECTION
10.2.  Day
Not a Business Day.  If any date on which a payment is to be made,
notice given or other action taken hereunder is not a Business Day, then such
payments, notice or other action shall be made, given or taken on the next
succeeding business day in such place, and in the case of any payment, no
interest shall accrue for the delay.

       

      SECTION
10.3.  Currency.  All
amounts herein are expressed in [United States Dollars/Specified
Currency].

       

      SECTION
10.4.  Governing Law. 
This Agreement and the Warrants shall be construed in accordance with the laws
of New York, without regard to principles of conflicts of law.

       

      SECTION
10.5.  Limitation of Rights to
Parties and Registered Owners of Warrants.  Nothing in this
Agreement or in the Warrants expressed or implied is intended or shall be
construed to give to any Person other than the Company, the Agent and the
Registered Owners of the Warrants any legal or equitable right, remedy or claim
under or in respect of this Agreement or any covenant, condition or provision
herein or in the Warrants. All such covenants, conditions and provisions are and
shall be held to be for the sole and exclusive benefit of the Company, the Agent
and the Registered Owners of the Warrants.

       

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      SECTION
10.6.  Separability of Invalid
Provisions.  In case any one or more of the provisions contained in
this Agreement or in the Warrants shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein.

       

      SECTION
10.7.  No
Waiver of Rights.  A failure or delay in exercising any right, power
or privilege in respect of this Warrant Agreement will not be presumed to
operate as a waiver, and a single or partial exercise of any right, power or
privilege will not be presumed to preclude any subsequent or further exercise of
that right, power or privilege or the exercise of any other right, power or
privilege.

       

      SECTION
10.8.  Execution in Several
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall for all purposes be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.

       

      SECTION
10.9.  Article and Section
Headings.  The headings or titles of the several Articles and
Sections hereof and any table of contents appended to copies hereof shall be
solely for convenience of reference and shall not affect the meaning,
construction or effect of this Agreement.

       

      SECTION
10.10.  Successors and
Assigns.  All the covenants and agreements in this Agreement
contained by or on behalf of the Company or the Agent shall bind their
respective successors and assigns, whether so expressed or not.

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

       

      
        	
                CBS
      CORPORATION

              
	
                by

              
	 
      	 
      
	 
      	 
      


      

      


       

      
 

      
        	
                AGENT
      NAME, AS AGENT

              
	
                by