VIACOM INC. Underwriting AgreementUnderwriting Agreement • February 17th, 2011 • 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated 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, $500,000,000 principal amount of its 4.500% Senior Notes due 2021 (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 trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated as of April 12, 2006, the Second Supplemental Indenture thereto, dated as of Ju
