VIACOM INC.
VIACOM INTERNATIONAL INC.
5.625% SENIOR NOTES DUE 0000
XXXXXXXXXXXX XXXXXXXXX
Xxx Xxxx, Xxx Xxxx
April 18, 0000
Xxxx xx Xxxxxxx Securities LLC
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
-and-
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
As Representatives of the
several Underwriters
Ladies and Gentlemen:
Viacom Inc., a Delaware corporation (the "Company"),
confirms its agreement, subject to the terms and conditions
stated herein, with Banc of America Securities LLC ("Banc of
America") and X.X. Xxxxxx Securities Inc. ("JPMorgan"), and each
of the other underwriters named in Schedule I hereto
(collectively, the "Underwriters," which term shall also include
any underwriter substituted hereinafter as provided in Section 10
hereof), for whom Banc of America and JPMorgan are acting as
representatives (in such capacity, the "Representatives"), with
respect to the issue and sale by the Company and the purchase by
the Underwriters, acting severally and not jointly, of the
respective principal amount set forth in Schedule I of
$700,000,000 aggregate principal amount of 5.625% Senior Notes
due 2007 (the "Notes") guaranteed on an unsecured basis (the
"Guarantee") by Viacom International Inc., a Delaware corporation
(the "Guarantor"). The Notes and the Guarantee are hereinafter
collectively referred to as the "Securities". The Securities are
to be issued under an indenture dated as of June 22, 2001 among
the Company, the Guarantor and The Bank of New York, as trustee
(the "Trustee"), as supplemented by resolutions adopted by the
Company to be dated April 18, 2002 pursuant to Section 301 of
such indenture (as so amended and supplemented from time to time,
the "Indenture").
SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company
and the Guarantor jointly and severally represent and warrant to
the Underwriters, as of the date hereof and as of the Closing
Time (as defined below), as follows:
(a) REGISTRATION STATEMENT AND THE PROSPECTUS. The Company
has filed with the Securities and Exchange Commission (the
"Commission") a (i) registration statement on Form S-3 (No. 333-
52728) under the Securities Act of 1933, as amended (the "1933
Act"), and (ii) registration statement on Form S-3 (No. 333-
62052), which also constitutes Post-Effective Amendment No. 1 to
the Registration Statement on Form S-3 (No. 333-52728) under the
1933 Act (together, the "Registration Statement") in respect of,
among other things, the Securities. The Company meets the
requirements for use of Form S-3 under the 0000 Xxx. If the
Company files a registration statement with the Commission
pursuant to Rule 462(b) of the rules and regulations under the
1933 Act, then all references to the Registration Statement shall
also be deemed to include that Rule 462(b) registration
statement. The Registration Statement has been declared
effective by the Commission, and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "1939
Act"). The prospectus included in the Registration Statement is
hereinafter referred to as the "Base Prospectus." The Base
Prospectus, as it is to be supplemented by a prospectus
supplement specifically relating to the Securities pursuant to
Rule 424 under the 1933 Act ("Rule 424") is hereinafter referred
to as the "Prospectus." The term "Registration Statement" and
"Prospectus" shall be deemed to include all amendments to the
date hereof and all documents incorporated by reference therein.
Any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Base
Prospectus and the Prospectus shall be deemed to refer to and
include the filing of any document under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), after the date of this
Underwriting Agreement, or the issue date of the Base Prospectus
or the Prospectus, as the case may be, deemed to be incorporated
therein by reference.
The Registration Statement and the Indenture, at the time
and date the Registration Statement was declared effective by the
Commission, complied, in all material respects, with the
applicable provisions of the 1933 Act and the 1939 Act,
respectively, and the applicable rules and regulations of the
Commission thereunder. The Registration Statement, at the time
and date it was declared effective by the Commission, did not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Prospectus, at the
date it is filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 and at the Closing Time, will
comply, in all material respects, with the applicable provisions
of the 1933 Act and will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however,
-------- -------
that the Company makes no representations or warranties as to (i)
that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification (Form T-1) of the
Trustee under the 1939 Act or (ii) the information contained in
or omitted from the Registration Statement or the Prospectus or
any amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished to the Company in
writing by or on behalf of any Underwriter through the
Representatives specifically for use in the Registration
Statement or the Prospectus.
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(b) INCORPORATED DOCUMENTS. The documents incorporated or
deemed to be incorporated by reference in the Registration
Statement and the Prospectus, when they became effective or at
the time they were or hereafter are filed with the Commission,
complied and will comply, as the case may be, in all material
respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder (the "1934 Act
Regulations").
(c) INDEPENDENT ACCOUNTANTS. The accountants who certified
the financial statements and any supporting schedules thereto
included in the Registration Statement and the Prospectus are
independent public accountants as required by the 1933 Act and
the applicable rules and regulations of the Commission thereunder
(the "1933 Act Regulations").
(d) FINANCIAL STATEMENTS. The financial statements of the
Company and CBS Corporation included in the Registration
Statement and the Prospectus, together with the related schedules
and notes, as well as those financial statements, schedules and
notes of any other entity included therein, present fairly the
financial position of the Company and CBS Corporation at the
dates indicated, and the statement of operations, stockholders'
equity and cash flows of the Company and CBS Corporation for the
periods specified. Such financial statements have been prepared
in conformity with generally accepted accounting principles
("GAAP") applied on a consistent basis throughout the periods
involved. The supporting schedules, if any, included in the
Registration Statement and the Prospectus present fairly in
accordance with GAAP the information required to be stated
therein. The capitalization table and the ratio of earnings to
fixed charges included in the Prospectus present fairly the
information shown therein and have been compiled on a basis
consistent with that of the audited financial statements included
in the Registration Statement and Prospectus. In addition, any
pro forma financial statements of the Company and CBS Corporation
and their subsidiaries and the related notes thereto included in
the Registration Statement and the Prospectus present fairly the
information shown therein, have been prepared in accordance with
the Commission's rules and guidelines with respect to pro forma
financial statements and have been properly compiled on the bases
described therein, and the assumptions used in the preparation
thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances
referred to therein.
(e) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the
respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise
stated therein, (A) there has been no material adverse change in
the financial condition, results of operations or business
affairs of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of
business (a "Material Adverse Effect"), and (B) there have been
no material transactions entered into by the Company other than
transactions contemplated by the Registration Statement and
Prospectus or transactions arising in the ordinary course of
business.
(f) GOOD STANDING. The Company and the Guarantor have been
duly organized and are validly existing as corporations in good
standing under the laws of the State of Delaware and have
corporate power and authority to own, lease and operate their
respective properties and to conduct their respective businesses
as described in the Prospectus and to enter into and perform
their respective obligations under, or as contemplated under,
this Underwriting Agreement. The Company and the Guarantor are
duly qualified as foreign corporations to transact business and
are in good standing in each other jurisdiction in which such
qualification is required, whether by
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reason of the ownership or leasing of property or the conduct of
business, except where the failures to so qualify or be in good
standing would not in the aggregate result in a Material Adverse
Effect.
(g) GOOD STANDING OF DESIGNATED SUBSIDIARIES. Each
"significant subsidiary" of the Company (as such term is defined
in Rule 1-02 of Regulation S-X promulgated under the 1933 Act),
if any, has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction
of its incorporation, has corporate power and authority to own,
lease and operate its properties and to conduct its business as
described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the failures to so qualify or be in good
standing would not in the aggregate result in a Material Adverse
Effect.
(h) CAPITALIZATION. All of the outstanding shares of
capital stock of the Guarantor have been duly authorized and
validly issued, are fully paid and non-assessable, and are wholly
owned by the Company, free and clear of any lien, adverse claim,
security interest, equity or other encumbrance except as
described in the Prospectus and except for such liens, adverse
claims, security interests, equity or other encumbrances that are
immaterial to the Company and its subsidiaries taken as a whole.
(i) AUTHORIZATION OF AGREEMENTS. This Underwriting
Agreement has been duly authorized, executed and delivered by the
Company and the Guarantor.
(j) AUTHORIZATION OF THE SECURITIES. The Securities have
been duly authorized by the Company and the Guarantor, as the
case may be, for issuance and sale pursuant to this Underwriting
Agreement. The Securities, when issued and authenticated in the
manner provided for in the Indenture and delivered against
payment of the consideration therefor specified in this
Underwriting Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company and the Guarantor, as
the case may be, entitled to the benefits of the Indenture,
enforceable against the Company and the Guarantor, as the case
may be, in accordance with their terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (ii)
rights of acceleration, if any, and the availability of equitable
remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding
in equity or at law).
(k) AUTHORIZATION OF THE INDENTURE. The Indenture has been
duly authorized, executed and delivered by the Company and the
Guarantor and, assuming the due authorization, execution and
delivery of the Trustee thereunder, constitutes a valid and
binding agreement of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with its
terms, except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally and (ii) rights of acceleration, if any, and the
availability of equitable remedies may be limited by
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equitable principles of general applicability (regardless of
whether considered in a proceeding in equity or at law).
(l) DESCRIPTION OF THE SECURITIES AND THE INDENTURE. The
Securities and the Indenture conform in all material respects to
the statements relating thereto contained in the Prospectus.
(m) ABSENCE OF DEFAULTS AND CONFLICTS. The issue and sale
of the Securities and compliance by the Company and the Guarantor
with all of the provisions of the Securities, the Indenture and
this Underwriting Agreement and the consummation of the
transactions contemplated herein and therein do not and will not,
whether with or without the giving of notice or passage of time
or both, conflict with or constitute a breach of, or default or
Repayment Event (as defined below) under, any obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or other agreement or instrument to which the
Company, the Guarantor or any of their respective subsidiaries is
a party or by which it or any of them may be bound, or to which
any of the assets, properties or operations of the Company, the
Guarantor or any of their respective subsidiaries is subject, nor
will such action result in any violation of the provisions of the
charter or by-laws of the Company, the Guarantor or any of their
respective subsidiaries or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having
jurisdiction over the Company, the Guarantor or any of their
respective subsidiaries or any of their assets, properties or
operations, except, in any such case, for such conflicts,
breaches or violations as would not individually or in the
aggregate result in a Material Adverse Effect. As used herein, a
"Repayment Event" means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness
(or any person acting on such holder's behalf) the right to
require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company, the Guarantor or any
of their respective subsidiaries.
(n) ABSENCE OF PROCEEDINGS. There is no action, suit,
proceeding, inquiry or investigation before or brought by any
court or governmental agency or body, domestic or foreign, now
pending, or to the knowledge of the Company or the Guarantor
threatened, against or affecting the Company, the Guarantor or
any of their respective subsidiaries which is required to be
disclosed in the Registration Statement and the Prospectus (other
than as stated therein), or which individually or in the
aggregate would result in a Material Adverse Effect, or which
would materially and adversely affect the consummation of the
transactions contemplated under the Prospectus, this Underwriting
Agreement or the Indenture or the performance by the Company or
the Guarantor of their respective obligations hereunder and
thereunder.
(o) DISCLOSURE. There are no contracts or documents which
are required to be described in the Registration Statement, the
Prospectus or the documents incorporated by reference therein or
to be filed as exhibits thereto which have not been so described
and filed as required.
(p) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority
or agency, domestic or foreign, is necessary or required for the
due authorization, execution and delivery by the Company or the
Guarantor of this Underwriting Agreement or for
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the performance by the Company or the Guarantor of the
transactions contemplated under the Prospectus, this Underwriting
Agreement or the Indenture, except as set forth herein and except
such as have been already made, obtained or rendered, as
applicable, and as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the
Securities by the Underwriters and except where the failure to
obtain any such filing, authorization, approval, consent,
license, order, registration, qualification or decree will not
individually or in the aggregate result in a Material Adverse
Effect.
(q) INVESTMENT COMPANY ACT. The Company is not, and upon
the issuance and sale of the Securities as herein contemplated
and the application of the net proceeds therefrom as described in
the Prospectus will not be, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended (the
"1940 Act").
(r) OFFICER'S CERTIFICATES. Any certificate signed by any
officer of the Company, the Guarantor or any of their
subsidiaries delivered to the Representatives or to counsel for
the Underwriters shall be deemed a representation and warranty by
the Company or the Guarantor, as the case may be, to each
Underwriter as to matters covered thereby.
SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.
(a) SECURITIES. Subject to the terms and conditions set
forth herein, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at a purchase price of
99.498% of the principal amount thereof, the aggregate principal
amount of the Securities set forth opposite such Underwriter's
name on Schedule I hereto plus any additional principal amount of
the Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof.
(b) PAYMENT. Payment of the purchase price for, and
delivery of, the Securities shall be made at the offices of the
Company, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other
place as shall be agreed upon by the Representatives and the
Company, at 9:00 A.M. (Eastern time) on April 25, 2002, (unless
postponed in accordance with the provisions of Section 10) or
such other time not later than ten business days after such date
as shall be agreed upon by the Representatives and the Company
(such time and date of payment and delivery being herein called
the "Closing Time").
Payment shall be made to the Company by wire transfer of
immediately available funds to a bank account designated by the
Company, against delivery to the Representatives for the
respective accounts of the Underwriters of the Securities to be
purchased by them. It is understood that each Underwriter has
authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price
for, the Securities which it has severally agreed to purchase.
The Representatives, individually and not as representatives of
the Underwriters, may (but shall not be obligated to) make
payment of the purchase price for the Securities to be purchased
by any Underwriter whose funds have not been received by the
Closing Time, but such payment shall not relieve such Underwriter
from its obligations hereunder. Delivery of the Securities shall
be made through the facilities of the Depository Trust Company
("DTC"), Clearstream Banking Luxembourg, societe anonyme,
("Clearstream
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Luxembourg") or EuroclearBank S.A./N.V. ("Euroclear") unless the
Representatives shall otherwise instruct.
(c) Restrictions on Resale. Each Underwriter represents
and agrees that (i) it has not offered or sold any Securities to
persons in the United Kingdom and until six months after the
Closing Time, it will not offer or sell any Securities to persons
in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the
United Kingdom, within the meaning of the Public Offers of
Securities Regulations 1995, (ii) it has only communicated or
caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA")) received by
it in connection with the issue or sale of any Securities in
circumstances which section 21(1) of the FSMA does not apply to
the Company, and (iii) it has complied with and will comply with
all applicable provisions of the FSMA with respect to anything
done by it in relation to the Securities in, from or otherwise
involving the United Kingdom.
Each Underwriter acknowledges that offers and sales of the
Securities in Germany are subject to the restrictions provided in
the German Securities Prospectus Act (Wertpapier-
Verkaufsprospektgesetz) with respect to Euro-securities (Euro-
Wertpapiere); in particular, the Securities may not be offered in
Germany by way of public promotion.
Each Underwriter represents and agrees that it has not,
directly or indirectly, offered or sold and will not, directly or
indirectly, offer or sell in The Netherlands any Securities other
than to persons who trade or invest in securities in the conduct
of a profession or business (which include banks, stockbrokers,
insurance companies, pension funds, other institutional investors
and finance companies and treasury departments of large
enterprises) or otherwise in compliance with any other applicable
laws or regulations of The Netherlands.
Each Underwriter agrees that it has not directly or
indirectly offered or sold, and it will not directly or
indirectly offer or sell, any Securities in Japan or for the
benefit of any resident of Japan (which term as used in this
paragraph means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan) or
to others for re-offering or re-sale, directly or indirectly, in
Japan or for the benefit of a resident of Japan, except pursuant
to an exemption from the registration requirements of, and in
compliance with, the Securities and Exchange Law of Japan and any
other applicable laws, regulations and guidelines of Japan.
SECTION 3. COVENANTS OF THE COMPANY AND THE GUARANTOR.
The Company and the Guarantor jointly and severally covenant with
each Underwriter, as follows:
(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION
REQUESTS. The Company and the Guarantor, subject to Section
3(b), will comply with the requirements of Rule 430A of the 1933
Act Regulations, Rule 434 of the 1933 Act Regulations and Rule
462(b) of the 1933 Act Regulations, if and as applicable, and
will notify the Representatives immediately, and confirm the
notice in writing, of (i) the effectiveness of any post-effective
amendment to the Registration Statement or the filing of any
supplement or amendment to the Prospectus, (ii) the
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receipt of any comments from the Commission, (iii) any request by
the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for additional
information, and (iv) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement
or of any order preventing or suspending the use of the
Prospectus, or of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceedings for any of such
purposes. The Company and the Guarantor will promptly effect the
filings necessary pursuant to Rule 424 and will take such steps
as it deems necessary to ascertain promptly whether the
Prospectus transmitted for filing under Rule 424 was received for
filing by the Commission and, in the event that it was not, it
will promptly file the Prospectus. The Company and the Guarantor
will make every reasonable effort to prevent the issuance of any
stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.
(b) FILING OF AMENDMENTS. Until the Closing Time, the
Company and the Guarantor will advise the Representatives
promptly of their intention to file or prepare any amendment to
the Registration Statement or any amendment, supplement or
revision to the Prospectus, whether pursuant to the 1933 Act, the
1934 Act or otherwise, will furnish the Representatives with
copies of any such documents a reasonable amount of time prior to
such proposed filing or use, as the case may be, and will not
file or use any such document to which the Representatives or
counsel for the Underwriters shall reasonably object.
(c) DELIVERY OF REGISTRATION STATEMENTS. The Company and
the Guarantor has furnished or, if requested in writing by the
Representatives, will deliver to the Representatives and counsel
for the Underwriters, without charge, signed copies of the
Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be
incorporated by reference therein) and signed copies of all
consents and certificates of experts, and will also deliver to
the Representatives, without charge, a conformed copy of the
Registration Statement as originally filed and of each amendment
thereto (without exhibits) for each of the Underwriters. The
Registration Statement and each amendment thereto furnished to
the Underwriters will be identical to any electronically
transmitted copies thereof filed with the Commission pursuant to
XXXXX, except to the extent permitted by Regulation S-T.
(d) DELIVERY OF PROSPECTUSES. The Company and the
Guarantor will furnish to each Underwriter, without charge,
during the period when the Prospectus is required to be delivered
under the 1933 Act or the 1934 Act, such number of copies of the
Prospectus as such Underwriter may reasonably request. The
Prospectus and any amendments or supplements thereto furnished to
the Underwriters will be identical to any electronically
transmitted copies thereof filed with the Commission pursuant to
XXXXX, except to the extent permitted by Regulation S-T.
(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company
and the Guarantor will comply with the 1933 Act and the 1933 Act
Regulations and the 1934 Act and the 1934 Act Regulations so as
to permit the completion of the distribution of the Securities as
contemplated in this Underwriting Agreement and in the
Registration Statement and the Prospectus. If at any time when
the Prospectus is required by the 1933 Act or the 1934 Act to be
delivered in connection with sales of the Securities, any event
shall occur or condition shall exist as a result
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of which it is necessary, in the opinion of counsel for the
Underwriters or for the Company or the Guarantor, to amend the
Registration Statement in order that the Registration Statement
will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or to
amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the
statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, the
Company and the Guarantor will promptly prepare and file with the
Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to
make the Registration Statement or the Prospectus comply with
such requirements, and the Company and the Guarantor will furnish
to the Underwriters, without charge, such number of copies of
such amendment or supplement as the Underwriters may reasonably
request.
(f) BLUE SKY QUALIFICATIONS. The Company and the Guarantor
will use their best efforts, in cooperation with the
Underwriters, to qualify the Securities for offering and sale
under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Representatives may
designate and to maintain such qualifications in effect for a
period of not less than one year from the date hereof; provided,
--------
however, that the Company and the Guarantor shall not be
-------
obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the
Company and the Guarantor will file such statements and reports
as may be required by the laws of such jurisdiction to continue
such qualification in effect for a period of not less than one
year from the date hereof.
(g) EARNINGS STATEMENT. The Company and the Guarantor will
timely file such reports pursuant to the 1934 Act as are
necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for
the purposes of, and to provide the benefits contemplated by, the
last paragraph of Section 11(a) of the 1933 Act.
(h) DTC, CLEARSTREAM LUXEMBOURG AND EUROCLEAR. The Company
will cooperate with the Representatives and use its reasonable
best efforts to permit the Securities to be eligible for
clearance and settlement through the facilities of DTC,
Clearstream Luxembourg and Euroclear.
(i) USE OF PROCEEDS. The Company and the Guarantor will
use the net proceeds received by it from the sale of the
Securities in the manner specified in the Prospectus under "Use
of Proceeds".
(j) LISTING. The Company and the Guarantor will use their
reasonable best efforts to effect the listing of the Securities
on the Luxembourg Stock Exchange by the Closing Time or as soon
as practicable thereafter.
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(k) RESTRICTION ON SALE OF SECURITIES. Between the date of
this Underwriting Agreement and the Closing Time, neither the
Company nor the Guarantor will, without the prior written consent
of the Representatives, directly or indirectly, issue, sell,
offer or contract to sell, grant any option for the sale of, any
securities of the Company or the Guarantor substantially similar
to the Securities.
(l) REPORTING REQUIREMENTS. The Company and the Guarantor,
during the period when the Prospectus is required to be delivered
under the 1933 Act or the 1934 Act, will file all documents
required to be filed with the Commission pursuant to the 1934 Act
within the time periods required by the 1934 Act and the 1934 Act
Regulations.
SECTION 4. PAYMENT OF EXPENSES.
The Company and the Guarantor will pay all expenses incident
to the performance of its obligations under this Underwriting
Agreement, including (i) the preparation, printing and filing of
the Registration Statement (including financial statements and
any schedules or exhibits and any document incorporated therein
by reference) as originally filed and of each amendment or
supplement thereto, (ii) the preparation, printing and delivery
to the Underwriters of this Underwriting Agreement, any agreement
among Underwriters, the Indenture and such other documents as may
be required in connection with the offering, purchase, sale,
issuance or delivery of the Securities, (iii) the preparation,
issuance and delivery of the Securities and any certificates for
the Securities to the Underwriters, including any transfer taxes
and any stamp or other duties payable upon the sale, issuance or
delivery of the Securities to the Underwriters and any charges of
DTC, Clearstream Luxembourg and Euroclear in connection
therewith, (iv) the fees and disbursements of the Company's
counsel, accountants and other advisors or agents (including
transfer agents and registrars), as well as the fees and
disbursements of the Trustee and its counsel, (v) the
qualification of the Securities under state securities laws in
accordance with the provisions of Section 3(f) hereof, including
filing fees and the reasonable fees and disbursements of counsel
for the Underwriters in connection therewith and in connection
with the preparation, printing and delivery of the Blue Sky
Survey, and any amendment thereto, (vi) the printing and delivery
to the Underwriters of copies of the Prospectus and any
amendments or supplements thereto, (vii) the fees charged by
nationally recognized statistical rating organizations for the
rating of the Securities, (viii) any fees and expenses payable in
connection with the initial and continued listing of the
Securities on any securities exchange, including the Luxembourg
Stock Exchange, and (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters
in connection with, the review, if any, by NASD Regulation, Inc.
(the "NASD") of the terms of the sale of the Securities.
SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The
obligations of the Underwriters to purchase and pay for the
Securities under this Underwriting Agreement are subject to the
accuracy of the representations and warranties of the Company and
the Guarantor contained in Section 1 hereof or in certificates of
any officer of the Company, the Guarantor or any of their
respective subsidiaries delivered pursuant to the provisions
hereof, to the performance by the Company and the Guarantor of
their respective covenants and other obligations hereunder, and
to the following further conditions:
10
(a) EFFECTIVENESS OF REGISTRATION STATEMENT. No stop order
suspending the effectiveness of the Registration Statement shall
have been issued under the 1933 Act and no proceedings for that
purpose shall have been instituted or be pending or threatened by
the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the
reasonable satisfaction of counsel to the Underwriters. A
prospectus containing information relating to the description of
the Securities, the specific method of distribution and similar
matters shall have been filed with the Commission in accordance
with Rule 424.
(b) OPINION OF COUNSEL FOR COMPANY AND THE GUARANTOR. At
the Closing Time, the Representatives shall have received the
favorable opinions, dated as of the Closing Time, of Shearman &
Sterling, outside counsel for the Company and the Guarantor, and
the general counsel to the Company and the Guarantor (or, if such
general counsel is not available, an associate or deputy general
counsel to the Company and the Guarantor that practices in the
area of corporate and securities laws) in form and substance
satisfactory to counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other
Underwriters, with respect to such matters as the Underwriters
may reasonably request.
(c) OPINION OF COUNSEL FOR UNDERWRITERS. At the Closing
Time, the Representatives shall have received the favorable
opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx
LLP, counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other
Underwriters, with respect to such matters as the Underwriters
may reasonably request.
(d) OFFICERS' CERTIFICATE. At the Closing Time, there
shall not have been, since the respective dates as of which
information is given in the Prospectus, any material adverse
change in the financial condition, results of operations or
business affairs of the Company, the Guarantor and their
respective subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business, and the
Representatives shall have received a certificate of the
President or a Vice President of the Company and the Guarantor
and of the chief financial officer or chief accounting officer of
the Company and the Guarantor, dated as of the Closing Time, to
the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1 are
true and correct with the same force and effect as though
expressly made at and as of the Closing Time, (iii) the Company
and the Guarantor have complied with all agreements and satisfied
all conditions on its part to be performed or satisfied at or
prior to the Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted, are pending
or, to the best of such officer's knowledge, are threatened by
the Commission.
(e) ACCOUNTANT'S COMFORT LETTER. At the time of the
execution of this Underwriting Agreement, the Representatives
shall have received from PricewaterhouseCoopers LLP a letter
dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of
such letter for each of the other Underwriters, containing
statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to
the financial statements and certain financial information
contained or incorporated by reference in the Registration
Statement and the Prospectus.
11
(f) BRING-DOWN COMFORT LETTER. At the Closing Time, the
Representatives shall have received from PricewaterhouseCoopers
LLP a letter, dated as of the Closing Time, to the effect that
they reaffirm the statements made in the letter furnished
pursuant to subsection (e) of this Section 5, except that the
specified date referred to shall be a date not more than three
business days prior to the Closing Time.
(g) RATINGS. On the date hereof and prior to the Closing
Time, there shall not have occurred any downgrading in the rating
of any debt securities of the Company or the Guarantor by any
"nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the 1933 Act), or any
public announcement that any such organization has under
surveillance or review its rating of any debt securities of the
Company or the Guarantor (other than an announcement with
positive implications of a possible upgrading, and no implication
of a possible downgrading, of such rating).
(h) APPROVAL OF LISTING. At the Closing Time, an
application to have the Securities approved for listing on the
Luxembourg Exchange, shall have been filed by the Company.
(i) NO OBJECTION. If the Registration Statement for the
offering of the Securities has been filed with the NASD for
review, the NASD shall not have raised any objection with respect
to the fairness and reasonableness of the underwriting terms and
arrangements.
(j) ADDITIONAL DOCUMENTS. At the Closing Time, counsel for
the Underwriters shall have been furnished with such documents
and opinions as they may require for the purpose of enabling them
to pass upon the issuance and sale of the Securities as herein
contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the
Company and the Guarantor in connection with the issuance and
sale of the Securities as herein contemplated shall be
satisfactory in form and substance to the Representatives and
counsel for the Underwriters.
SECTION 6. INDEMNIFICATION.
(a) INDEMNIFICATION OF UNDERWRITERS. The Company and the
Guarantor jointly and severally agree to indemnify and hold
harmless each Underwriter and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any
untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any
amendment thereto) or the omission or alleged omission
therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue
statement of a material fact included in the Base Prospectus
or the Prospectus (or any amendment or supplement thereto),
or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation,
or any
12
investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based
upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject
to Section 6(d) below) any such settlement is effected with
the written consent of the Company and the Guarantor; and
(iii) against any and all expense as reasonably
incurred (including the fees and disbursements of counsel
chosen by the Representatives), in investigating, preparing
or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense
is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply
-----------------
to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity
with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the
Registration Statement (or any amendment thereto) or the Base
Prospectus or the Prospectus (or any amendment or supplement
thereto).
(b) INDEMNIFICATION OF COMPANY AND THE GUARANTOR, DIRECTORS
AND OFFICERS. Each Underwriter severally agrees to indemnify and
hold harmless the Company and the Guarantor, their directors,
each of their officers who signed the Registration Statement, and
each person, if any, who controls the Company or the Guarantor
within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or
any amendment thereto) or the Base Prospectus or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company or
the Guarantor by such Underwriter through the Representatives
expressly for use in the Registration Statement (or any amendment
thereto) or such Base Prospectus or the Prospectus (or any
amendment or supplement thereto).
(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each
indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder,
but failure to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the
extent it is not materially prejudiced as a result thereof and in
any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. In
the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by the
Representatives, and, in the case of parties indemnified pursuant
to Section 6(b) above, counsel to the indemnified parties shall
be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall
-----------------
not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than
one counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with
any
13
one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 or Section 7
hereof (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.
(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If
at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees
and expenses of counsel, such indemnifying party agrees that it
shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by
such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.
SECTION 7. CONTRIBUTION. If the indemnification
provided for in Section 6 hereof is for any reason unavailable to
or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred
to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantor, on the one
hand, and the Underwriters, on the other hand, from the offering
of the Securities pursuant to this Underwriting Agreement or (ii)
if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company and the Guarantor, on
the one hand, and of the Underwriters, on the other hand, in
connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.
The relative benefits received by the Company and the
Guarantor, on the one hand, and the Underwriters, on the other
hand, in connection with the offering of the Securities under
this Underwriting Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the
offering of such Securities (before deducting expenses) received
by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus.
The relative fault of the Company and the Guarantor, on the
one hand, and the Underwriters, on the other hand, shall be
determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to
information supplied by the Company, the Guarantor
14
or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Company, the Guarantor and the Underwriters agree that
it would not be just and equitable if contribution pursuant to
this Section 7 were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or
by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7.
The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above
in this Section 7 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or
any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon
any such untrue or alleged untrue statement or omission or
alleged omission.
Notwithstanding the provisions of this Section 7, no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any
such untrue or alleged untrue statement or omission or alleged
omission.
No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.
For purposes of this Section 7, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights
to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as the
Company. The Underwriters' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the
aggregate principal amount of Securities set forth opposite their
respective names in Schedule I hereto, and not joint.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
SURVIVE DELIVERY. All representations, warranties and agreements
contained in this Underwriting Agreement or in certificates of
officers of the Company, the Guarantor or any of their respective
subsidiaries submitted pursuant hereto shall remain operative and
in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or controlling person, or by or
on behalf of the Company, and shall survive delivery of and
payment for the Securities.
SECTION 9. TERMINATION.
(a) UNDERWRITING AGREEMENT. The Representatives may
terminate this Underwriting Agreement, by notice to the Company,
at any time at or prior to the Closing Time, if (i) there has
been, since the time of execution of this Underwriting Agreement
or since the respective dates as of which information is given in
the Prospectus, any material adverse change in the financial
condition, results of operations or business affairs of the
Company and its subsidiaries
15
considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) there has occurred any
material adverse change in the financial markets in the United
States or, if the Securities include securities denominated or
payable in, or indexed to, one or more foreign or composite
currencies, in the international financial markets, or any new
outbreak of hostilities or escalation thereof or other calamity
or crisis or any material change in national or international
political, financial or economic conditions, in each case the
effect of which is such as to make it, in the reasonable judgment
of the Representatives, impracticable to proceed with the
offering, sale or delivery of the Securities, or (iii) trading in
any securities of the Company has been suspended or materially
limited by the Commission or the New York Stock Exchange or the
American Stock Exchange, or if trading generally on the New York
Stock Exchange or the American Stock Exchange has been suspended
or materially limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required,
by either of said exchanges or by such system or by order of the
Commission, the National Association of Securities Dealers, Inc.
or any other governmental authority, or (iv) a banking moratorium
has been declared by either Federal or New York authorities or,
if the Securities include securities denominated or payable in,
or indexed to, one or more foreign or composite currencies, by
the relevant authorities in the related foreign country or
countries.
(b) LIABILITIES. If this Underwriting Agreement is
terminated pursuant to this Section 9, such termination shall be
without liability of any party to any other party except as
provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 and this paragraph 9(b) shall survive such
termination and remain in full force and effect.
SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.
If one or more of the Underwriters shall fail at the Closing Time
to purchase the Securities which it or they are obligated to
purchase under this Underwriting Agreement (the "Defaulted
Securities"), then the Representatives shall have the right,
within 24 hours thereafter, to make arrangements for one or more
of the non-defaulting Underwriters, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Securities
in such amounts as may be agreed upon and upon the terms herein
set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:
(a) if the number or aggregate principal amount, as
the case may be, of Defaulted Securities does not exceed 10%
of the aggregate principal amount of Securities set forth on
Schedule I hereto, the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or
(b) if the number or aggregate principal amount, as
the case may be, of Defaulted Securities exceeds 10% of the
aggregate principal amount of Securities set forth on
Schedule I hereto, the non-defaulting Underwriters shall
have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such
non-defaulting Underwriters do not purchase all the
Securities, this Underwriting Agreement will terminate
without liability to any non-defaulting Underwriter or the
Company.
16
No action taken pursuant to this Section 10 shall relieve
any defaulting Underwriter from liability in respect of its
default.
In the event of any such default which does not result in a
termination of this Underwriting Agreement, either the
Representatives or the Company shall have the right to postpone
the Closing Time for a period not exceeding seven days in order
to effect any required changes in the Registration Statement or
the Prospectus or in any other documents or arrangements.
SECTION 11. NOTICES. All notices and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall be
directed to Banc of America Securities LLC, Bank of America
Corporate Center, 000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: High Grade Capital
Markets Transaction Management and X.X. Xxxxxx Securities Inc. at
000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention
of Transaction Execution Group, fax: 000-000-0000; and notices to
the Company shall be directed to it at Viacom Inc., 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of General Counsel.
SECTION 12. PARTIES. This Underwriting Agreement shall
inure to the benefit of and be binding upon the Company, the
Representatives and the other Underwriters and their respective
successors. Nothing expressed or mentioned in this Underwriting
Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Underwriters and the Company
and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Underwriting
Agreement or any provision herein contained. This Underwriting
Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto
and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No
purchaser of Securities from any Underwriter shall be deemed to
be a successor by reason merely of such purchase.
SECTION 13. GOVERNING LAW. THIS UNDERWRITING AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF.
SECTION 14. EFFECT OF HEADINGS. The Article and Section
headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.
SECTION 15. COUNTERPARTS. This Underwriting Agreement
may be executed in two or more counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and hereto were on the same instrument.
17
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a
counterpart hereof, whereupon this Underwriting Agreement, along
with all counterparts, will become a binding agreement among each
of the Underwriters, the Company and the Guarantor in accordance
with its terms.
Very truly yours,
VIACOM INC.
By: /s/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
General Counsel and
Secretary
VIACOM INTERNATIONAL INC.
By: /s/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
General Counsel and Secretary
CONFIRMED AND ACCEPTED,
as of the date first above written:
BANC OF AMERICA SECURITIES LLC
By: /s/ XXXX XXXXX
----------------
Name: Xxxx Xxxxx
Title: Principal
X.X. XXXXXX SECURITIES INC.
By: /s/ XXXXXXX XXXXXXX
------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
For themselves and the other several
Underwriters named in Schedule I to the
foregoing Underwriting Agreement.
Underwriter Principal
----------------------------- Amount
--------------
X.X. Xxxxxx Securities Inc. $280,000,000
Banc of America Securities LLC 280,000,000
Fleet Securities, Inc. 46,667,000
Daiwa Securities SMBC Europe Limited 46,667,000
Tokyo-Mitsubishi International plc 46,666,000
--------------
Total $700,000,000
==============
