VIACOM INC. Underwriting AgreementViacom Inc. • December 12th, 2011 • 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. 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, $400,000,000 principal amount of its 2.500% Senior Notes due 2016 (the “Senior Notes due 2016”) and $600,000,000 principal amount of its 3.875% Senior Notes due 2021 (the “Senior Notes due 2021” and, collectively with the Senior Notes due 2016, 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 Mellon, as trust
