ex4-4.htm


    Exhibit
4.4

    
       

       

       

       

       

       

       

       

       

      
        
          	
                   

                  

                    FORM
      OF

                    STANDARD
      STOCK WARRANT AGREEMENT

                     

                     

                     

                     

                     

                    --------------------------------------------------------------------------------

                     

                    CBS
      CORPORATION

                     

                    STANDARD
      PREFERRED STOCK WARRANT

                    AGREEMENT
      PROVISIONS

                     

                    --------------------------------------------------------------------------------

                     

                     

                  

                   

                


        

         

      

    

    
       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          Table of Contents

        

      

       

       

       

      


      TABLE OF CONTENTS

       

      Page

       

      ARTICLE
I


       

      ISSUANCE, EXECUTION AND DELIVERY OF WARRANT
CERTIFICATES

       

      
        
          	
                  SECTION 1.01.

                	
                  Issuance of Warrant Certificates

                	
                  1

                
	 	 	 
	
                  SECTION 1.02.

                	
                  Execution and Delivery of Warrant
      Certificates

                	
                  1

                
	 	 	 
	
                  SECTION 1.03.

                	
                  Registration and Countersignature

                	
                  2

                


        

      

       

      ARTICLE II

       

      WARRANT PRICE, DURATION AND EXERCISE OF WARRANT
CERTIFICATES

       

      
        
          	
                  SECTION 2.01.

                	
                  Warrant Price

                	
                  3

                
	 	 	 
	
                  SECTION 2.02.

                	
                  Duration of Warrant Certificates

                	
                  3

                
	 	 	 
	
                  SECTION 2.03.

                	
                  Exercise of Warrant Certificates.

                	
                  3

                


        

      

       

       

      ARTICLE III

       

      OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
CERTIFICATES

       

      
        
          	
                  SECTION 3.01.

                	
                  No Rights as Securityholders Conferred by Warrant
      Certificates

                	
                  4

                
	 	 	 
	
                  SECTION 3.02.

                	
                  Lost, Stolen, Mutilated or Destroyed Warrant
      Certificates

                	
                  4

                
	 	 	 
	
                  SECTION 3.03.

                	
                  Holder of Warrant Certificate May Enforce
      Rights

                	
                  5

                
	 	 	 
	
                  SECTION 3.04.

                	
                  Call of Warrants by the Company

                	
                  5

                
	 	 	 
	
                  SECTION 3.05.

                	
                  Optional Reduction of Warrant Price

                	
                  5

                
	 	 	 
	
                  SECTION 3.06.

                	
                  Reservation of Shares

                	
                  6

                
	 	 	 
	
                  SECTION 3.07.

                	
                  Obtaining of Governmental Approvals and Stock Exchange
      Listings

                	
                  6

                
	 	 	 
	
                  SECTION 3.08.

                	
                  Adjustment of Exercise Price and Number of Shares
      Purchasable or Number of Warrants

                	
                  6

                
	 	 	 
	
                  SECTION 3.09.

                	
                  Fractional Warrants and Fractional
    Shares.

                	
                  9

                
	 	 	 
	
                  SECTION 3.10.

                	
                  Notices to Warrantholders

                	
                  10

                


        

      

       

      ARTICLE IV

       

      EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES

       

      
        
          	
                  SECTION 4.01.

                	
                  Exchange and Transfer

                	
                  11

                
	 	 	 
	
                  SECTION 4.02.

                	
                  Treatment of Holders of Warrant
      Certificates

                	
                  12

                
	 	 	 
	
                  SECTION 4.03.

                	
                  Cancellation of Warrant Certificates

                	
                  12

                


        

      

       

      ARTICLE
V


       

      CONCERNING THE WARRANT AGENT

       

      
        
          	
                  SECTION
      5.01.

                	
                  Warrant
      Agent

                	
                  12

                
	 	 	 
	
                  SECTION 5.02.

                	
                  Conditions of Warrant Agent’s
    Obligations

                	
                  13

                
	 	 	 
	
                  SECTION 5.03.

                	
                  Registration and Appointment of Successor Warrant
      Agent.

                	
                  15

                


        

      

       

      ARTICLE
VI


       

      MISCELLANEOUS

       

      
        
          	
                  SECTION 6.01.

                	
                  Supplements and Amendments

                	
                  16

                
	 	 	 
	
                  SECTION 6.02.

                	
                  Notices and Demands to the Company and Warrant
      Agent

                	
                  16

                
	 	 	 
	
                  SECTION 6.03.

                	
                  Addresses

                	
                  16

                
	 	 	 
	
                  SECTION 6.04.

                	
                  Delivery of Prospectus

                	
                  16

                
	 	 	 
	
                  SECTION 6.05.

                	
                  Obtaining of Governmental Approvals

                	
                  17

                
	 	 	 
	
                  SECTION 6.06.

                	
                  Persons Having Rights under Warrant
      Agreement

                	
                  17

                
	 	 	 
	
                  SECTION 6.07.

                	
                  Headings

                	
                  17

                
	 	 	 
	
                  SECTION 6.08.

                	
                  Counterparts

                	
                  17

                
	 	 	 
	
                  SECTION 6.09.

                	
                  Inspection of Agreement

                	
                  17

                
	 	 	 
	
                  SECTION 6.10.

                	
                  Governing Law

                	
                  17

                
	 	 	 
	
                  SECTION 6.11.

                	
                  Successors

                	
                  17

                
	 	 	 
	
                  SECTION 6.12.

                	
                  Termination

                	
                  18

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      From time
to time, CBS Corporation, a Delaware corporation (the “Company”), may enter into
one or more warrant agreements that provide for the issuance and sale of
warrants (“Warrants”) to
purchase shares of the Company’s Preferred Stock, $0.01 par value (“Shares”).  The
standard provisions set forth herein may be included or incorporated by
reference in any such warrant agreement (a “Warrant
Agreement”).  The Warrant Agreement, including the provisions
incorporated therein by reference, is herein referred to as this “Agreement.”  The
person named as the “Warrant Agent” in the first paragraph of the Warrant
Agreement is herein referred to as the “Warrant
Agent.”  Unless otherwise defined in this Agreement or in the
Warrant Agreement, as the case may be, terms defined in the Warrant Agreement
are used herein as therein defined and terms defined herein are used in the
Warrant Agreement as herein defined.

       

      ARTICLE I


       

      ISSUANCE,
EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

       

      SECTION 1.01.  Issuance of Warrant
Certificates.  Each Warrant Certificate shall evidence one
or more Warrants.  Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase such
numbers of Shares as are set forth in the Warrant Agreement.  The
number of Warrants which may be issued and delivered under this Agreement is
unlimited.

       

      There
shall be established in or pursuant to a resolution of the Board of Directors of
the Company or any duly authorized committee thereof or established in one or
more warrant agreements supplemental hereto, prior to the issuance of any
Warrants: the designation of such Warrants; if the Warrants are issued together
as a unit with any other securities of the Company, the date after which the
Warrants shall be freely tradable separately from such other
securities  (the “Distribution Date”);
if the Company may at its option or under circumstances described therein
provide for an earlier Distribution Date; the expiration date, pursuant to
Section 2.2; the exercise price and any form of consideration other than
lawful money of the United States of America by which the exercise price may be
paid pursuant to Section 2.1; the Call Price, Call Date and Call Terms
pursuant to Section 3.4; the limitations, if any, upon the Reduced Warrant
Price and the Reduced Warrant Price Period, pursuant to Section 3.5; the
circumstances, if any, under which the Exercise Price and the number of Shares
purchasable upon the exercise of each Warrant and the number of Warrants
outstanding are subject to adjustment and the manner of making any such
adjustment.

       

      SECTION 1.02.  Execution and Delivery of
Warrant Certificates.  Each Warrant Certificate, whenever
issued, shall be in registered form substantially in such form or forms as shall
be established by the Company from time to time pursuant to one or more
resolutions of the Board of Directors of the Company or in one or more warrant
agreements supplemental hereto, and in each case shall be dated as of the date
of issuance thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
Warrant Certificate may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with (i) any law or with any
rule or regulation made pursuant thereto or (ii) any rule or regulation of
any stock exchange on which the Warrant Certificates may be listed, or to
conform to usage.  The Warrant Certificates shall be signed on behalf
of the Company by its Chairman of the Board of Directors, its Chief Operating
Officer, its President, its Chief Financial Officer, a Vice President or its
Treasurer and attested by its Secretary or Assistant Secretary.  Such
signatures may be manual or facsimile signatures of such authorized officers and
may be imprinted or otherwise reproduced on the Warrant
Certificates.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent.  Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly delivered hereunder.

       

      If any
officer of the Company who shall have signed any of the Warrant Certificates
either manually or by facsimile signature shall cease to be such officer before
the Warrant Certificates so signed shall have been countersigned and delivered
to the Warrant Agent, such Warrant Certificates nevertheless may be
countersigned and delivered as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company.  Any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such persons was not an officer.

       

      SECTION 1.03.  Registration and
Countersignature.  The Warrant Agent shall, upon receipt of
Warrant Certificates, duly executed on behalf of the Company, countersign the
Warrant Certificates evidencing Warrants to purchase the number of Shares set
forth in the Warrant Agreement and shall deliver such Warrant Certificates to
the appropriate person or entity upon the order of the Company.  After
the original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for, or in connection with the registration of transfer
of, one or more previously countersigned Warrant Certificates, as hereinafter
provided.  The Warrant Certificates shall not be valid for any purpose
unless so countersigned.

       

      The
Warrant Agent’s countersignature on all Warrants shall be in substantially the
following form:

       

       

      
        
          	 	[NAME
      OF WARRANT AGENT]	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	Authorized
      Signatory	 
	 	 	 	 
	 	 	 	 


        

      

       

       

      
        
          
          

        

        
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      ARTICLE
II


       

      WARRANT
PRICE, DURATION AND EXERCISE OF WARRANT CERTIFICATES

       

      SECTION 2.01.  Warrant
Price.  The exercise price of each Warrant and any other form
of consideration other than lawful money of the United States of America by
which the exercise price may be paid shall be as set forth in the Warrant
Agreement.  The purchase price (including moneys and such other
consideration) of the Shares upon exercise of the Warrants is referred to in
this Agreement as the “Warrant Price” and is payable in full at the time of
exercise.

       

      SECTION
2.02.  Duration of
Warrant Certificates.  Warrant Certificates may be
exercised in whole at any time, and in part from time to time, during the period
set forth in the Warrant Agent (the “Expiration
Date”).  Each Warrant Certificate not exercised on or before
the close of business on the Expiration Date shall become void, and all rights
of the holder thereunder and under this Agreement shall cease.

       

      SECTION
2.03.  Exercise of
Warrant Certificates.

       

      (a)  Prior
to the Expiration Date, a Warrant Certificate, if countersigned by the Warrant
Agent, may be exercised in whole or in part by providing certain information set
forth on the reverse side of the Warrant Certificate and, unless otherwise
provided pursuant to Section 2.1, by paying in full (in cash or by
certified or official bank check in New York Clearing House funds or by bank
wire transfer in immediately available funds), in United States dollars, the
Warrant Price for the Shares as to which the Warrant Certificate is exercised,
to the Warrant Agent at its corporate trust office at the address set forth in
the Warrant Agreement.  The payment must specify the name of the
holder and the number of Warrants exercised by such holder. Warrants will be
deemed to have been exercised upon receipt by the Warrant Agent of the Warrant
Price and the Warrant Certificate properly completed and duly executed by the
registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, such signature to be
guaranteed (under the Medallion Program) by a bank or trust company, by a broker
or dealer which is a member of the National Association of Securities Dealers,
Inc. (“NASD”)
or by a member of a national securities exchange.  If the Warrant
Agent receives moneys in payment of the Warrant Price, the Warrant Agent shall
deposit all funds received by it in the account of the Company maintained with
it for such purpose.  If the Warrant Agent receives consideration
other than moneys for Warrants, the Warrant Agent shall deliver such
consideration directly to the Company.  In either case, the Warrant
Agent shall advise the Company by telex or telecopy at the end of each day as to
the Warrant Certificates that have been exercised and the amount of moneys
deposited to its account or the type and amount of other consideration to be
delivered to it.

       

      
        
          
          

        

        
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      (b)  The
Warrant Agent shall, from time to time, as promptly as practicable, advise the
Company of (i) the number of Warrants exercised, (ii) the instructions
of each holder of the Warrant Certificates evidencing such Warrants with respect
to delivery of the Shares to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of
the Warrants remaining after such exercise and (iv) such other information
as the Company shall reasonably require.

       

      (c)  As
soon as practicable after receipt of payment of the Warrant Price and the
Warrant Certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent, the Company shall issue or deliver, upon the order
of the holder of such Warrant Certificate, the Shares in authorized
denominations to which such holder is entitled, in fully registered form in such
name or names as maybe directed by such holder, and if such Warrant Certificate
was not exercised in full, upon request of the holder a new Warrant Certificate
evidencing the number of Warrants remaining unexercised shall be issued if
sufficient time remains prior to the Expiration Date.

       

      (d)  The
Company will pay all documentary stamp taxes attributable to the initial
issuance of Warrants and of Shares upon the exercise of Warrants; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any Warrant Certificates or any
certificates for Shares in a name other than the registered holder of a Warrant
Certificate surrendered upon the exercise of a Warrant, and the Company shall
not be required to issue or deliver such certificates unless or until the person
or persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

       

      ARTICLE
III


       

      OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

       

      SECTION 3.01.  No Rights as Securityholders
Conferred by Warrant Certificates.  No Warrant Certificate
shall entitle the holder thereof to any of the rights of a stockholder of the
Company, including the right to receive the payment of dividends on or vote the
Shares.

       

      SECTION 3.02.  Lost, Stolen, Mutilated or
Destroyed Warrant Certificates.  Upon receipt by the Company
and the Warrant Agent of evidence reasonably satisfactory to them of the
ownership and the loss, theft, destruction or mutilation of the Warrant
Certificate, and of such security or indemnity as may be required by them to
save each of them harmless, and, in the case of mutilation, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice to
the Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, in exchange for or
in lieu of the lost, stolen or destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and for a like number of
Warrants.  Upon the issuance of any new Warrant Certificate under this
Section, 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 expense (including the fees and expenses of the Warrant Agent) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall constitute an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder.  The provisions of
this Section are exclusive and shall preclude (to the extent lawful) any and all
other rights or remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

       

      
        
          
          

        

        
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      SECTION 3.03.  Holder of Warrant
Certificate May Enforce Rights.  Notwithstanding any of the
provisions of this Agreement, any holder of any Warrant Certificate, without the
consent of the Warrant Agent, the holder of any Shares or the holder of any
other Warrant Certificate, may, in his or her own behalf and for his or her own
benefit, enforce, and may institute and maintain any action or proceeding
against the Company to enforce or otherwise in respect of, his or her right to
exercise his or her Warrant Certificate in the manner provided in his or her
Warrant Certificate and in his or her Agreement.

       

      SECTION 3.04.  Call of Warrants by the
Company.  If so provided in the Warrant Agreement, the Company
shall have the right to call and repurchase any or all Warrants at the price
(the “Call
Price”) and on or after the date (the “Call Date”) and upon
the terms (the “Call
Terms”) as shall be established from time to time in or pursuant to the
Warrant Agreement before the issuance of such Warrants, or to resolutions of the
Board of Directors of the Company. Notice of such Call Price, Call Date and Call
Terms shall be given to registered holders of Warrants in writing by the Company
or the Warrant Agent.

       

      SECTION 3.05.  Optional Reduction of
Warrant Price.  Subject to the limits, if any, established from
time to time by the Board of Directors of the Company or in the Warrant
Agreement, the Company shall have the right, at any time or from time to time,
voluntarily to reduce the then current Warrant Price to such amount (the “Reduced Warrant
Price”) and for such period or periods of time, which may be through the
close of business on the Expiration Date (the “Reduced Warrant Price
Period”), as may be deemed appropriate by the Board of Directors of the
Company.  Notice of any such Reduced Warrant Price and Reduced Warrant
Price Period shall be given to registered holders of Warrants in writing by the
Company or the Warrant Agent.  After the termination of the Reduced
Warrant Price Period, the Warrant Price shall be such Warrant Price that would
have been in effect had there been no reduction in the Warrant Price pursuant to
the provisions of this Section 3.5.

       

      
        
          
          

        

        
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      SECTION 3.06.  Reservation of
Shares.  For the purpose of enabling it to satisfy any
obligation to issue Shares upon exercise of Warrants, the Company will at all
times through the close of business on the Expiration Date,  reserve
and  keep  available,  free  from  preemptive  rights  and
out of its  aggregate authorized  but unissued or
treasury  shares of Preferred  Stock,  the number
of Shares  deliverable  upon
the  exercise  of
all  outstanding  Warrants,  and the transfer
agent for the shares is hereby  irrevocably  authorized and
directed at all times to reserve such number of authorized  and
unissued or treasury  shares of Preferred Stock as shall be required
for such purpose.  The Company will keep a copy of
this  Agreement  on
file  with  such  transfer  agent  and
with  every transfer  agent for any shares of the
Company’s  capital stock issuable upon the exercise of
Warrants.  The Warrant  Agent is
hereby  irrevocably  authorized  to
requisition  from time to
time  from  such  transfer  agent  stock  certificates
issuable upon exercise of outstanding Warrants, and the Company will supply such
transfer agent with duly executed stock certificates for such
purpose.

       

      Before
taking any action that would cause an adjustment pursuant to Section 3.7
reducing the Exercise Price below the then par value (if any) of the Shares
issuable upon exercise of the Warrants, the Company will take any corporate
action that may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable Shares at the
Exercise Price as so adjusted.

       

      The
Company covenants that all Shares issued upon exercise of the Warrants will,
upon issuance in accordance with the terms of this Agreement, be fully paid and
nonassessable and free from all taxes, liens, charges and security interests
created by or imposed upon the Company with respect to the issuance and holding
thereof.

       

      SECTION 3.07.  Obtaining of Governmental
Approvals and Stock Exchange Listings.  So long as any Warrants
remain outstanding, the Company will take all necessary steps (a) to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and to make filings under federal and state securities
acts and laws, which may be or become requisite in connection with the issuance,
sale, transfer and delivery of the Warrant Certificates, the exercise of the
Warrants and the issuance, sale, transfer and delivery of the Shares issued upon
exercise of Warrants, and (b) to have the shares of Stock immediately upon
their issuance upon exercise of Warrants, (i) listed on each national
securities exchange on which the Preferred Stock is then listed or (ii) if
the Preferred Stock is not then listed on any national securities exchange,
listed for quotation on the NASD Automated Quotations System (“Nasdaq”) National
Market (“Nasdaq
National Market”) or such other over-the-counter quotation system on
which the Stock may then be listed.

       

      SECTION 3.08.  Adjustment of Exercise Price
and Number of Shares Purchasable or Number of Warrants.  The
Exercise Price, the number of Shares purchasable upon the exercise of each
Warrant and the number of Warrants outstanding are subject to adjustment from
time to time upon the occurrence of the events enumerated in this Section
3.8.

       

      
        
          
          

        

        
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      (a)  If
the Company shall (i) pay a dividend on its capital stock (including
Preferred Stock in shares of Stock, (ii) subdivide its outstanding shares
of Preferred Stock (iii) combine its outstanding shares of Preferred Stock
into smaller number of shares of Preferred Stock or (iv) issue any shares
of its capital stock in a reclassification of the Preferred Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of Shares purchasable upon
exercise of each Warrant immediately prior thereto shall be adjusted so that the
holder of each Warrant shall be entitled to receive the kind and number of
Shares or other securities of the Company which such holder would have owned or
have been entitled to receive after the happening of any of the events described
above, had such Warrant been exercised immediately prior to the happening of
such event or any record date with respect thereto.  An adjustment
made pursuant to this paragraph (a) shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.

       

      (b)  In
the event of any capital reorganization or any reclassification of the Preferred
Stock (except as provided in paragraph (a) above or paragraph (h)
below), any holder of Warrants upon exercise thereof shall be entitled to
receive, in lieu of the Preferred Stock to which he or she would have become
entitled upon exercise immediately prior to such reorganization or
reclassification, the shares (of any class or classes) or other securities or
property of the Company that he or she would have been entitled to receive at
the same aggregate Exercise Price upon such reorganization or reclassification
if his or her Warrants had been exercised immediately prior thereto; and in any
such case, appropriate provision (as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive and shall be
evidenced by a resolution filed with the Warrant Agent) shall be made for the
application of this Section 3.8 with respect to the rights and interests
thereafter of the holders of Warrants (including the allocation of the adjusted
Warrant Price between or among shares of classes of capital stock), to the end
that this Section 3.8 (including the adjustments of the number of shares of
Preferred Stock or other securities purchasable and the Warrant Price thereof)
shall thereafter be reflected, as nearly as reasonably practicable, in all
subsequent exercises of the Warrants for any shares or securities or other
property thereafter deliverable upon the exercise of the Warrants.

       

      (c)  Except
for adjustments required by paragraph (h) hereof, no adjustment in the
number of Shares purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%)in the number
of Shares purchasable upon the exercise of each Warrant; provided, however, that any
adjustments which by reason of this paragraph (c) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.  All calculations shall be made to the nearest cent and to
the nearest one- hundredth of a Share, as the case may be.

       

      
        
          
          

        

        
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      (d)  Whenever
the number of Shares purchasable upon the exercise of each Warrant is adjusted
as herein provided (whether or not the Company then or thereafter elects to
issue additional Warrants in substitution for an adjustment in the number of
Shares as provided in paragraph (f), the Exercise Price payable upon
exercise of each Warrant shall be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of Shares purchasable upon the exercise of each Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.

       

      (e)  For
the purpose of this Section 3.8, the term “shares of Stock” shall mean
(i) the class of stock designated as the Preferred Stock of the Company at
the date of this Agreement, or (ii) any other class of stock resulting from
successive changes or reclassification of such shares consisting solely of
changes in par value, of from par value to no par value, or from no par value to
par value.  If at any time, as a result of an adjustment made pursuant
to paragraph (a) or (b) above, the holders of Warrants shall become
entitled to purchase any shares of the Company other than shares of Stock,
thereafter the number of such other shares so purchasable upon exercise of each
Warrant and the Exercise Price of such shares shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Shares contained in paragraphs (a)
through (d), inclusive, above, and the provisions of Section 2.1, 2.2, 2.3, 3.6,
3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any
such other shares.

       

      (f)  The
Company may elect, on or after the date of any adjustment required by
paragraphs (a) through (b) of this Section 3.8, to adjust the number of
Warrants in substitution for an adjustment in the number of Shares purchasable
upon the exercise of a Warrant.  Each of the Warrants outstanding
after such adjustment of the number of Warrants shall be exercisable for the
same number of shares as immediately prior to such adjustment.  Each
Warrant held of record prior to such adjustment of the number of Warrants shall
become that number of Warrants (calculated to the nearest hundredth) obtained by
dividing the Warrant Price in effect prior to adjustment of the Warrant Price by
the Warrant Price in effect after adjustment of the Warrant
Price.  The Company shall notify the holders of Warrants in the same
manner as provided in the first paragraph of Section 3.10, of its election
to adjust the number of Warrants, indicating the record date for the adjustment,
and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Exercise Price is
adjusted or any day thereafter.  Upon each adjustment of the number of
Warrants pursuant to this paragraph (f) the Company shall, as promptly as
practicable, cause to be distributed to holders of record of Warrants on such
record date Warrant Certificates evidencing, subject to Section 3.9, the
additional Warrants to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Warrant
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Warrant Certificates
evidencing all the Warrants to be issued, executed and registered in the manner
specified in Section 1.3 and Article 4 (and which may bear, at the
option of the Company, the adjusted Exercise Price) and shall be registered in
the names of the holders of record of Warrant Certificates on the record date
specified in the notice.

       

      
        
          
          

        

        
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      (g)  Except
as provided in paragraph (a) of this Section 3.8, no adjustment in respect
of any dividends shall be made during the term of a Warrant or upon the exercise
of a Warrant.

       

      (h)  In
case of any consolidation of the Company with or merger of the Company into
another corporation or in case of any sale or conveyance to another corporation
of the property of the Company as an entirety or substantially as an entirety,
the Company or such successor or purchasing corporation, as the case may be,
shall execute with the Warrant Agent an agreement that each holder of a Warrant
shall have the right thereafter upon payment of the Warrant Price in effect
immediately prior to such action to purchase upon exercise of each Warrant the
kind and amount of shares and other securities and property which he or she
would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had such Warrant been exercised
immediately prior to such action.  The Company shall mail by first
class mail, postage prepaid, to each holder of a Warrant, notice of the
execution of any such agreement. Such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 3.8.  The provisions of this
paragraph (h) shall similarly apply to successive consolidations, mergers,
sales or conveyances.  The Warrant Agent shall be under no duty or
responsibility to determine the correctness of any provisions contained in any
such agreement relating either to the kind or amount of shares of stock or other
securities or property receivable upon exercise of Warrants or with respect to
the method employed and provided therein for any adjustments and shall be
entitled to rely upon the provisions contained in any such
agreement.

       

      (i)  Irrespective
of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon the exercise of the Warrants, Warrants theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in the Warrants initially issuable pursuant to this
Agreement.

       

      SECTION
3.09.  Fractional
Warrants and Fractional Shares.

       

      (a)  The
Company shall not be required to issue fractions of Warrants on any distribution
of Warrants to holders of Warrant Certificates or to distribute Warrant
Certificates that evidence fractional Warrants. In lieu of such fractional
Warrants, there shall be paid to the registered holder of the Warrant
Certificates with regard to which such fractional Warrants would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a full Warrant. For purposes of this Section 3.9, the current
market value of a Warrant shall be the closing price of one Warrant (as
determined pursuant to paragraph (c) below) for the trading day immediately
prior to the date on which such fractional Warrant would have been otherwise
issuable.

       

      (b)  Notwithstanding
any adjustment pursuant to this Section 3.9 in the number of Shares
purchasable upon the exercise of a Warrant, the Company shall not be required to
issue fractions of Shares upon exercise of the Warrants or to distribute
certificates which evidence fractional Shares.  In lieu of fractional
Shares, there shall be paid to the registered holders of Warrant Certificates at
the time such Warrant Certificates are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of a share of
Preferred Stock. For purposes of this Section 3.9, the current market value
of a share of Preferred Stock shall be the closing price of a share of Preferred
Stock (as determined pursuant to paragraph (c) below) for the trading day
immediately prior to the date of such exercise.

       

      
        
          
          

        

        
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      (c)  The
closing price for each day shall be the last sale price, regular way, or, if no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, for such day, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Warrants or Stock,
as the case may be, is not listed or admitted to trading on such exchange, as
reported on the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Warrants or Preferred Stock, respectively, is listed or admitted to trading, or
if the Warrants or Preferred Stock, as the case may be, is not listed or
admitted to trading on any national securities exchange, as reported on Nasdaq
National Market or, if the Warrants or Stock, as the case may be, is not listed
or admitted to trading on the Nasdaq National Market, as reported on
Nasdaq.

       

      SECTION 3.10.  Notices to
Warrantholders.  Upon any adjustment of the number of Shares
purchasable upon exercise of each Warrant, the Warrant Price or the number of
Warrants outstanding, the Company within 20 calendar days thereafter shall
(i) cause to be filed with the Warrant Agent a certificate of a firm of
independent public accountants of recognized standing selected by the Company
(who may be the regular auditors of the Company) setting forth the Warrant Price
and either the number of Shares purchasable upon exercise of each Warrant or the
additional number of Warrants to be issued for each previously outstanding
Warrant, as the case may be, after such adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which such
adjustment was made, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to
each of the registered holders of the Warrant Certificates at such holder’s
address appearing on the Warrant Register written notice of such adjustments by
first class mail, postage prepaid. Where appropriate, such notice may be given
in advance and included as part of the notice required to be mailed under the
other provisions of this Section 3.10.

       

      The
Company shall cause written notice of any later Distribution Date, any later
Expiration Date, any Call Price, Call Date and Call Terms and any Reduced
Exercise Price and Reduced Exercise Price Period, as the case may be, to be
given as soon as practicable to the Warrant Agent and to each of the registered
holders of the Warrant Certificates by first class mail, postage prepaid, at
such holder’s address appearing on the Warrant Register. In addition to the
written notice referred to in the preceding sentence, the Company shall make a
public announcement in a daily morning newspaper of general circulation in New
York City of such earlier Distribution Date, such later Expiration Date, such
Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced
Exercise Price Period, as the case may be, at least once prior to the
implementation of such terms.

       

      
        
          
          

        

        
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      (a)  the
Company shall declare any dividend payable in any securities upon its shares of
Preferred Stock or make any distribution (other than a cash dividend) to the
holders of is shares of Preferred Stock, or

       

      (b)  the
Company shall offer to the holders of its shares of Preferred Stock any
additional shares of Preferred Stock or securities convertible into shares of
Preferred Stock or any right to subscribe thereto, or

       

      (c)  there
shall be a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation, merger or sale of all or substantially all of
its property, assets and business as an entirety),the Company shall cause
written notice of such event to be filed with the Warrant Agent and shall cause
written notice of such event to be given to each of the registered holders of
the Warrant Certificates as such holder’s address appearing on the Warrant
Register, by first class mail, postage prepaid, and make a public announcement
in a daily newspaper of general circulation in New York City of such event, such
giving of notice and publication to be completed at least 10 calendar days
(or 20 calendar days in any case specified in clause (c) above) prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend, distribution or
subscription rights, or for the determination of stockholders entitled to vote
on such proposed dissolution, liquidation or winding up. Such notice shall
specify such record date or the date of closing the transfer books, as the case
may be.  The failure to give the notice required by this Section 3.10
or any defect therein shall not affect the legality or validity of any
distribution, right, warrant, dissolution, liquidation or winding up or the vote
upon or any other action taken in connection therewith.

       

      ARTICLE
IV


       

      EXCHANGE
AND TRANSFER OF WARRANT CERTIFICATES

       

      SECTION 4.01.  Exchange and
Transfer.  Upon surrender at the corporate trust office of the
Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for
Warrant Certificates in other denominations evidencing such Warrants and the
transfer of Warrants may be registered in whole or in part; provided that such
other Warrant Certificates shall evidence the same aggregate number of Warrants
as the Warrant Certificates surrendered for exchange or registration of
transfer.  The Warrant Agent shall keep, at its corporate trust
office, books in which it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office for exchange or
registration of transfer, properly completed and duly endorsed and duly signed
by the registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, such signature to be
guaranteed (under the Medallion Program) by (a) a bank or trust company,
(b) a broker or dealer that is a member of the Nasdaq or (c) a member
of a national securities exchange and accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.  No service charge
shall be made for any exchange or registration of transfer of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange or registration of
transfer.  Whenever any Warrant Certificates are surrendered for
exchange or registration of transfer, an authorized officer of the Warrant Agent
shall mutually countersign and deliver to the person or persons entitled thereto
a Warrant Certificate or Warrant Certificate duly authorized and executed by the
Company, as so requested.  The Warrant Agent shall not be required to
effect any exchange or registration of transfer that will result in the issuance
of a Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant.  All Warrant Certificates issued
upon any exchange or registration of transfer of Warrant Certificates shall be
the valid obligations of the Company, evidencing the same obligations and
entitled to the same benefits under this Agreement as the Warrant Certificates
surrendered for such exchange or registration of transfer.

       

      
        
          
          

        

        
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      SECTION 4.02.  Treatment of Holders of
Warrant Certificates.  Every holder of a Warrant Certificate,
by accepting the same, consents and agrees with the Company, the Warrant Agent
and with every subsequent holder of such Warrant Certificate that, until the
transfer of the Warrant Certificate is registered on the books of the Warrant
Agent, the Company and the Warrant Agent may treat the registered holder as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.

       

      SECTION 4.03.  Cancellation of Warrant
Certificates.  Any Warrant Certificate surrendered for
exercise, registration of transfer or exchange shall, if surrendered to the
Company, be delivered to the Warrant Agent, and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in lieu
thereof.  The Warrant Agent shall deliver to the Company from time to
time, or otherwise dispose of, canceled Warrant Certificates in a manner
satisfactory to the Company.

       

      ARTICLE V


       

      CONCERNING
THE WARRANT AGENT

       

      SECTION 5.01.  Warrant
Agent.  The Company hereby appoints the Warrant Agent as the
Warrant Agent of the Company in respect of the Warrant Certificates upon the
terms and subject to the conditions herein set forth, and the Warrant Agent
hereby accepts such appointment.  The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and by this Agreement, and such further powers and authority to act
on behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.

       

      
        
          
          

        

        
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      SECTION 5.02.  Conditions of Warrant
Agent’s Obligations.  The Warrant Agent accepts its obligations
herein set forth upon the terms and conditions hereof, including the following
(to all of which the Company agrees and to all of which the rights hereunder of
the holders from time to time of the Warrant Certificates shall be
subject):

       

      (a)  Performance by the
Company.  The Company agrees that it will take any corporate
action that may be reasonably necessary in order to fulfill its obligations
under this Agreement, and the Warrant Certificates, and that it will not take
any action that would materially impair its ability to perform its obligations
under this Agreement and the Warrant Certificates.

       

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

       

      (c)  Agent for the
Company.  In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
an agent of the Company, and the Warrant Agent does not assume any obligation or
relationship of agency or trust for or with any of the owners or holders of the
Warrant Certificates.

       

      (d)  Counsel.  The
Warrant Agent may consult with counsel satisfactory to it, and the opinion of
such counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion of such counsel.

       

      (e)  Documents.  The
Warrant Agent shall be protected and shall incur no liability for or in respect
of any action taken or thing suffered by it in reliance upon any Warrant
Certificate, notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.

       

      (f)  Certain
Transactions.  The Warrant Agent and its officers, directors
and employees may buy, sell or deal in any of the Shares or other securities of
the Company and may become the owner of, or acquire any interest in, any Warrant
Certificates, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, they
may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or
body of holders of the Shares or other obligations of the Company as freely as
if it were not the Warrant Agent.

       

      
        
          
          

        

        
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      (g)  No Liability for
Interest.  Except as set forth in the Warrant Agreement, the
Warrant Agent shall not be under any liability for interest on any moneys or
other consideration at any time received by it pursuant to any of the provisions
of this Agreement or of the Warrant Certificates.

       

      (h)  No Liability for
Invalidity.  The Warrant Agent shall not incur any liability
with respect to the validity of this Agreement or any of the Warrant
Certificates.

       

      (i)  No Responsibility for
Representations.  The Warrant Agent shall not be responsible
for any of the recitals or representations contained herein or in the Warrant
Certificates (except the Warrant Agent shall be responsible for any
representations of the Warrant Agent herein and for its countersignature on the
Warrant Certificates), all of which are made solely by the Company.

       

      (j)  No
Implied Obligations.  The Warrant Agent shall be obligated to
perform such duties as are herein and in the Warrant Certificates
specifically set forth, but no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant
Agent.  The Warrant Agent shall not  be under any obligation to
take any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it.  The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company
of any of the Warrant Certificates authenticated by the Warrant Agent and
delivered by it to the Company pursuant to this Agreement, or for the
application by the Company of the proceeds of the Warrant
Certificates.  The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants
or agreements contained in the Warrant Certificates or in the case of the
receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or to make any
demands upon the Company. 

         

      

      (k)  Instructions.  The
Warrant Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and
shall not be liable for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer or in good faith
reliance upon any statement signed by any one of such officers of the Company
with respect to any fact or matter (unless other evidence in respect thereof is
herein specifically prescribed) which may be deemed to be conclusively proved
and established by such signed statement.

       

      
        
          
          

        

        
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        SECTION 5.03.  Registration and Appointment
of Successor Warrant Agent.

      

       

      (a)  The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that at all times there shall be a Warrant Agent hereunder until
all the Warrant Certificates are no longer exercisable.

       

      (b)  The
Warrant Agent may at any time resign as such agent by giving written notice to
the Company of such intention on its part, specifying the date on which its
desired resignation shall become effective; provided that such date shall not be
less than 60 days after the date on which such notice is given unless the
Company agrees to accept less notice.  The Warrant Agent may be removed at
any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective.  Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company organized and doing business under
the laws of the United States of America or of any State, in good standing, and
authorized under such laws to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent.  Upon
its resignation or removal, the Warrant Agent shall be entitled to the payment
by the Company of the compensation agreed to under Section 5.2(b) hereof for,
and to the reimbursement of all reasonable out-of-pocket expenses incurred in
connection with, the services rendered hereunder by the Warrant
Agent.

       

      (c)  If
at any time the Warrant Agent shall resign, or shall be removed, or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or shall file a
petition seeking relief under the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable federal or state bankruptcy law
or similar law or make an assignment for the benefit of its creditors or consent
to the appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its debts
as they mature, or if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or if an order of any court shall be
entered for relief against it under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or under any other applicable federal or state
bankruptcy or similar law or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified in accordance with the terms of this Agreement, shall be appointed by
the Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment of a successor Warrant Agent and acceptance by the latter
of such appointment, the Warrant Agent so superseded shall cease to be the
Warrant Agent hereunder.

       

      (d)  Any
successor Warrant 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 Warrant Agent, without any
further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such predecessor
with like effect as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such successor
Warrant Agent shall be entitled to receive, all moneys, securities and other
property on deposit with or held by such predecessor, as Warrant Agent
hereunder.

       

      
        
          
          

        

        
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      (e)  Any
corporation into which the Warrant Agent hereunder may be merged or converted or
any corporation with which the Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation to which the Warrant agent
shall sell or otherwise transfer all or substantially all the assets and
business of the Warrant Agent, provided that is shall be qualified as aforesaid,
shall be the successor Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of the parties
hereto.

       

      ARTICLE VI

       

      MISCELLANEOUS

       

      SECTION 6.01.  Supplements and
Amendments.  This Agreement may be amended or supplemented from
time to time by the parties hereto, without the consent of the holder of any
Warrant Certificate, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein, or in
regard to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable, provided such action shall
not adversely affect the interest of the holders of the Warrant
Certificates.

       

      SECTION 6.02.  Notices and Demands to the
Company and Warrant Agent.  If the Warrant Agent shall receive
any notice or demand addressed to the Company by the holder of a Warrant
Certificate pursuant to the provisions of the Warrant Certificates, the Warrant
Agent shall promptly forward such notice or demand to the Company.

       

      SECTION 6.03.  Addresses.  Any
communication to the Warrant Agent with respect to this Agreement shall be
addressed to the address set forth in the Warrant Agreement, and any such
communication to the Company shall be addressed to the Company at the following
address:

       

      CBS
Corporation

      51 W.
52nd Street

      New York,
New York 10019

      Attention:
General Counsel

       

      or such
other address as shall be specified in writing by the Warrant Agent or by the
Company.

       

      SECTION 6.04.  Delivery of
Prospectus.  If the Company is required under applicable
federal or state securities laws to deliver a prospectus upon exercise of
Warrants, the Company will furnish to the Warrant Agent sufficient copies of a
prospectus, and the Warrant Agent agrees that upon the exercise of any Warrant
Certificate by the holder thereof, the Warrant Agent will deliver to such
holder, prior to or concurrently with the delivery of the Shares issued upon
such exercise, a copy of the prospectus.

       

      
        
          
          

        

        
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      SECTION 6.05.  Obtaining of Governmental
Approvals.  The Company will from time to time take all action
that may be necessary to obtain and keep effective any and all permits, consents
and approvals of governmental agencies and authorities and securities acts
filings under federal and state laws, which may be or become requisite in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants, and the issuance, sale, transfer and
delivery of the Shares issued upon exercise of the Warrants or upon the
expiration of the period during which the Warrants are exercisable.

       

      SECTION 6.06.  Persons Having Rights under
Warrant Agreement.  Nothing in this Agreement is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company, the Warrant Agent and the holders of the Warrant Certificates,
any right, remedy or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise or agreement hereof.  All
covenants, conditions, stipulations, promises and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and their successors and of the holders of the Warrant
Certificates.

       

      SECTION 6.07.  Headings.  The
descriptive headings of the several Articles and Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

       

      SECTION 6.08.  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.

       

      SECTION 6.09.  Inspection of
Agreement.  A copy of this Agreement shall be available at all
reasonable times at the principal corporate trust office of the Warrant Agent
for inspection by the holder of any Warrant Certificate.  The Warrant
Agent may require such holder to submit his Warrant Certificate for inspection
by it.

       

      SECTION 6.10.  Governing
Law.  This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and for all purposes shall be construed in accordance with the laws of
such State.

       

      SECTION 6.11.  Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

       

      
        
          
          

        

        
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      SECTION 6.12.  Termination.  This
Agreement shall terminate at the close of business on the Expiration Date.
Notwithstanding the foregoing, this Agreement will terminate on any earlier date
when the Warrants have been exercised.

       

       

       

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