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UNDERWRITING AGREEMENT
New York, New York
June 22, 2001
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
As Representatives of the
several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Four World Financial Center, North Tower
250 Vesey Street
New York, NY 10080
Ladies and Gentlemen:
Viacom Inc., a Delaware corporation (the "Company"), confirms its
agreement, subject to the terms and conditions stated herein, with Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Salomon Smith
Barney Inc. ("Salomon Smith Barney"), 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 Merrill Lynch and Salomon Smith Barney 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 $325,000,000 aggregate principal amount of 7.25% Senior Notes due
2051 (the "Firm Notes") guaranteed on an unsecured basis (the "Firm Guarantee")
by Viacom International Inc., a Delaware corporation (the "Guarantor").
The Company also confirms its agreement, subject to the terms and
conditions stated herein, with the Underwriters with respect to the issue and
sale by the Company and the purchase by the Underwriters, acting severally and
not jointly, of not more than an additional $48,750,000 aggregate principal
amount of 7.25% Senior Notes due 2051 (the "Option Notes") guaranteed on an
unsecured basis (the "Option Guarantee") by the Guarantor, if and to the extent
that the Representatives shall have determined to exercise, on behalf of the
Underwriters, the right to
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purchase such Option Notes and Option Guarantee granted in Section 2 hereof. The
Firm Notes and the Firm Guarantee are hereinafter collectively referred to as
the "Firm Securities" and the Option Notes and the Option Guarantee are
hereinafter collectively referred to as the "Option Securities". The Firm
Securities together with the Option Securities 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 dated June 22,
2001 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) and, if
applicable, as of the Option 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 registration
statement on Form S-3 (No. 333-62052) (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), in respect of, among other
things, the Securities. The Company meets the requirements for use of Form S-3
under the 1933 Act. 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 and, if applicable, the Option 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
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