VIACOM INC. Underwriting AgreementViacom Inc. • September 30th, 2009 • Cable & other pay television services • New York
Viacom Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters,” which term shall include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), and the Underwriters, severally and not jointly, on the terms set forth herein, propose to purchase in the respective principal amounts set forth in said Schedule 1, $250,000,000 principal amount of its 4.250% Senior Notes due 2015 (the “Senior Notes due 2015”) and $300,000,000 principal amount of its 5.625% Senior Notes due 2019 (the “Senior Notes due 2019” and, collectively with the Senior Notes due 2015, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 12, 2006 between the Company and The Bank of New York, as trustee (the “Trustee”), a
