VIACOM INC. Underwriting AgreementUnderwriting Agreement • October 9th, 2007 • Viacom Inc. • 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 Deutsche Bank Securities Inc. and Greenwich Capital Markets, 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, $500,000,000 principal amount of its 6.125% Senior Notes due 2017 (the “Senior Notes due 2017”) and $250,000,000 principal amount of its 6.75% Senior Debentures due 2037 (the “Senior Debentures due 2037” and, collectively with the Senior Notes due 2017, 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”), as supplemented by
FOURTH SUPPLEMENTAL INDENTURE Dated as of October 5, 2007 To Indenture dated as of April 12, 2006 Between VIACOM INC. And THE BANK OF NEW YORK Trustee Senior Notes and Senior DebenturesFourth Supplemental Indenture • October 9th, 2007 • Viacom Inc. • Cable & other pay television services • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of October 5, 2007, between VIACOM INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”) to the Indenture, dated as of April 12, 2006, between the Company and the Trustee as supplemented by the First Supplemental Indenture, dated as of April 12, 2006, between the Company and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of June 16, 2006, between the Company and the Trustee and as further supplemented by the Third Supplemental Indenture, dated as of December 13, 2006 (as so supplemented and as supplemented hereby, the “Indenture”).
