FORM OF GUARANTEE OF CBS OPERATIONS
INC.
FOR
VALUE RECEIVED, CBS OPERATIONS INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein called
the “ Guarantor ”, which term includes any
successor corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby fully and
unconditionally guarantees to the holder of the Security upon which
this Guarantee is endorsed the due and punctual payment of the
principal of and interest (including, in case of default, interest
on principal and, to the extent permitted by applicable law, on
overdue interest), if any, on this Security, when and as the same
shall become due and payable, whether at Stated Maturity, upon
redemption, upon declaration of acceleration or otherwise,
according to the terms thereof and of the Indenture referred to
therein. In case of the failure of CBS Corporation or any successor
thereto (herein called the “ Company ”)
punctually to pay any such principal or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at Stated
Maturity, upon redemption, upon declaration of acceleration or
otherwise, as if such payment were made by the Company.
The
Guarantor hereby agrees that its obligations hereunder shall be as
if it were principal debtor and not merely surety, and shall be
absolute and unconditional, irrespective of the identity of the
Company, the validity, regularity or enforceability of this
Security or said Indenture, the absence of any action to enforce
the same, any waiver or consent by the Holder of this Security with
respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest,
notice and a
|
