Viacom International Inc /De/ Sample Contracts

CBS Operations Inc. – FORM OF EXCHANGE NOTE (November 7th, 2018)

This Security is a global Security within the meaning of the Indenture (as defined below) and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture. Unless and until this certificate is exchanged in whole or in part for Securities in definitive registered form in accordance with the provisions of the Indenture applicable to such exchange, this certificate may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

CBS Operations Inc. – FORM OF EXCHANGE NOTE (November 7th, 2018)

This Security is a global Security within the meaning of the Indenture (as defined below) and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture. Unless and until this certificate is exchanged in whole or in part for Securities in definitive registered form in accordance with the provisions of the Indenture applicable to such exchange, this certificate may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

CBS Operations Inc. – FORM OF GUARANTEE OF CBS OPERATIONS INC. (March 2nd, 2018)

FOR VALUE RECEIVED, CBS OPERATIONS INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Guarantor,” which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal of and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest), if any, on this Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of CBS Corporation or any successor thereto (herein called the “Company”) punctually to pay any such principal or interest, the Guarantor hereby agr

CBS Operations Inc. – FORM OF GUARANTEE OF CBS OPERATIONS INC. (November 3rd, 2017)

FOR VALUE RECEIVED, CBS OPERATIONS INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Guarantor,” which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal of and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest), if any, on this Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of CBS Corporation or any successor thereto (herein called the “Company”) punctually to pay any such principal or interest, the Guarantor hereby agr

CBS Operations Inc. – FORM OF STANDARD STOCK WARRANT AGREEMENT (November 6th, 2014)
CBS Operations Inc. – FORM OF SENIOR SUBORDINATED INDENTURE CBS CORPORATION, Issuer and CBS OPERATIONS INC., Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee Indenture Dated as of Providing for the Issuance of Senior Subordinated Debt Securities (November 3rd, 2011)

INDENTURE, dated as of [●], between CBS CORPORATION, a Delaware corporation (the “Company”), having its principal office at 51 W. 52nd Street, New York, New York 10019, CBS OPERATIONS INC., a Delaware corporation (the “Guarantor”), having its principal office at 51 W. 52nd Street, New York, New York 10019, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee”), having its Corporate Trust Office at 60 Wall Street, 27th Floor, New York, New York 10005.

CBS Operations Inc. – CBS CORPORATION, Issuer and CBS OPERATIONS INC., Guarantor and THE BANK OF NEW YORK MELLON, Trustee Amended and Restated Indenture Dated as of November 3, 2008 Providing for the Issuance of Senior Debt Securities (November 3rd, 2008)

AMENDED AND RESTATED INDENTURE, dated as of November 3, 2008, between CBS CORPORATION, a Delaware corporation (the “Company”), having its principal office at 51 W. 52nd Street, New York, New York 10019, CBS OPERATIONS INC., a Delaware corporation (the “Guarantor”), having its principal office at 51 W. 52nd Street, New York, New York 10019, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286.

CBS Operations Inc. – FORM OF STANDARD STOCK WARRANT AGREEMENT -------------------------------------- ------------------------------------------ CBS CORPORATION STANDARD PREFERRED STOCK WARRANT AGREEMENT PROVISIONS -------------------------------------------- ------------------------------------ (November 3rd, 2008)

From time to time, CBS Corporation, a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase shares of the Company’s Preferred Stock, $0.01 par value (“Shares”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.

CBS Operations Inc. – Warrant Agent DEBT WARRANT AGREEMENT PROVIDING FOR THE ISSUANCE OF % [NOTES/DEBENTURES] DUE PURCHASE WARRANTS DATED AS OF ____________, 20__ (November 3rd, 2008)

THIS DEBT WARRANT AGREEMENT is entered into as of, 20__ between CBS Corporation, a corporation incorporated under the laws of Delaware (the “Company”) and _____________________, a ________ incorporated under the laws of ____________ (the “Agent”).

CBS Operations Inc. – FORM OF 2008 SENIOR SUBORDINATED INDENTURE CBS CORPORATION, Issuer and CBS OPERATIONS INC., Guarantor and THE BANK OF NEW YORK MELLON, Trustee _______________________ Indenture Dated as of _______________________ Providing for the Issuance of Senior Subordinated Debt Securities (November 3rd, 2008)

INDENTURE, dated as of [●], between CBS CORPORATION, a Delaware corporation (the “Company”), having its principal office at 51 W. 52nd Street, New York, New York 10019, CBS OPERATIONS INC., a Delaware corporation (the “Guarantor”), having its principal office at 51 W. 52nd Street, New York, New York 10019, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286.

Viacom International Inc /De/ – THIRD SUPPLEMENTAL INDENTURE (July 13th, 2001)

Exhibit 4.4 VIACOM INC., VIACOM INTERNATIONAL INC., VIACOM INTERNATIONAL SERVICES INC., AND STATE STREET BANK AND TRUST COMPANY Trustee ----------------------------------------------- THIRD SUPPLEMENTAL INDENTURE Dated as of July 22, 1996 to be effective as of July 31, 1996 To Indenture dated as of May 15, 1995 among VIACOM INC., VIACOM INTERNATIONAL INC. and THE FIRST NATIONAL BANK OF BOSTON, Trustee

Viacom International Inc /De/ – REGISTRATION RIGHTS AGREEMENT (July 13th, 2001)

Exhibit 4.13 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT Dated as of May 17, 2001 among VIACOM INC., VIACOM INTERNATIONAL INC., as Guarantor and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SALOMON SMITH BARNEY INC. as the Initial Purchasers REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 17, 2001, by and among VIACOM INC., a Delaware corporation (the "Company"), V

Viacom International Inc /De/ – Form of 2011 Exchange Note (July 13th, 2001)

Exhibit 4.10 Form of 2011 Exchange Note Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee o

Viacom International Inc /De/ – SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1 (July 13th, 2001)

Exhibit 4.3 EXECUTION COPY VIACOM INC., VIACOM INTERNATIONAL INC. AND STATE STREET BANK AND TRUST COMPANY, Trustee ----------------------------------------------- SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1 Dated as of December 15, 1995 Supplementing and Amending the Indenture Dated as of May 15, 1995 as Supplemented by the First Supplemental Indenture Dated as of May 24, 1995 ----------------------------------------------- Senior Debt Securities SECOND SUPPLEM

Viacom International Inc /De/ – FIRST SUPPLEMENTAL INDENTURE (July 13th, 2001)

Exhibit 4.2 EXECUTION COPY VIACOM INC., VIACOM INTERNATIONAL INC. AND THE FIRST NATIONAL BANK OF BOSTON, Trustee ----------------------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of May 24, 1995 To Indenture dated as of May 15, 1995 among VIACOM INC., VIACOM INTERNATIONAL INC. and THE FIRST NATIONAL BANK OF BOSTON, Trustee ---------------------------------

Viacom International Inc /De/ – STANDARD STOCK WARRANT AGREEMENT (May 31st, 2001)

Exhibit 4.12 FORM OF STANDARD STOCK WARRANT AGREEMENT -------------------------------------------------------------------------------- VIACOM INC. STANDARD PREFERRED STOCK WARRANT AGREEMENT PROVISIONS -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ----

Viacom International Inc /De/ – FORM OF 2001 SENIOR INDENTURE (May 31st, 2001)

EXHIBIT 4.1 FORM OF 2001 SENIOR INDENTURE VIACOM INC., Issuer and VIACOM INTERNATIONAL INC., Guarantor and THE BANK OF NEW YORK, Trustee ------------------------------- Indenture Dated as of ------------------------------- Providing for the Issuance of Senior Debt Securities Reconciliation and tie be

Viacom International Inc /De/ – PREFERRED STOCK GUARANTEE AGREEMENT (May 31st, 2001)

-------------------------------------------------------------------------------- EXHIBIT 4.13 FORM OF VIACOM INTERNATIONAL INC. PREFERRED STOCK GUARANTEE AGREEMENT ------------------------------------ Dated as of __________, 20__ ------------------------------------ Table of Contents Page ARTICLE I DEFINITIONS SECTION 1.1 Definitions.......................................................1 ARTICLE II WAIVER OF EVENTS OF DEFAULT SECTION 2.1 Events of Default; Waiver.........................................3

Viacom International Inc /De/ – SIXTH SUPPLEMENTAL INDENTURE (May 31st, 2001)

EXHIBIT 4.9 FORM OF SIXTH SUPPLEMENTAL INDENTURE EXECUTION COPY VIACOM INC., VIACOM INTERNATIONAL INC. AND CITIBANK, N.A., Trustee ------------------------------------- SIXTH SUPPLEMENTAL INDENTURE Dated as of May 17, 2001 To Indenture dated as of May 15, 1995 among VIACOM INC., VIACOM INTERNATIONAL INC. and

Viacom International Inc /De/ – SEVENTH SUPPLEMENTAL INDENTURE (May 31st, 2001)

EXHIBIT 4.10 FORM OF SEVENTH SUPPLEMENTAL INDENTURE EXECUTION COPY VIACOM INC., VIACOM INTERNATIONAL INC. AND CITIBANK, N.A., Trustee ---------------------------------- SEVENTH SUPPLEMENTAL INDENTURE Dated as of May 31, 2001 To Indenture dated as of May 15, 1995 among VIACOM INC., VIACOM INTERNATIONAL INC. and

Viacom International Inc /De/ – FORM OF 2001 SENIOR SUBORDINATED INDENTURE (May 31st, 2001)

EXHIBIT 4.2 FORM OF 2001 SENIOR SUBORDINATED INDENTURE VIACOM INC., Issuer and VIACOM INTERNATIONAL INC., Guarantor and THE BANK OF NEW YORK, Trustee ----------------------------- Indenture Dated as of ----------------------------- Providing for the Issuance of Senior Subordinated Debt Securities Reconciliation and tie

Viacom International Inc /De/ – Warrant Agent (May 31st, 2001)

EXHIBIT 4.5 VIACOM INC. [VIACOM INTERNATIONAL INC.] * AND ---------------------------------------------, Warrant Agent DEBT WARRANT AGREEMENT Providing for the Issuance of % Notes/Debentures Due Purchase Warrants Dated as of ____________, 20__ ------------------------ * If Viacom International is a co-issuer, add the language in brackets relating to Viacom International co-issuing the Warrants. DEBT WARRANT AGREEMENT THIS DEBT WARRANT AGREEMENT is entered into as of , 20__ between Viacom Inc., a corporation incorporated under the laws of Delaware (the "Company") [, Vi

Viacom International Inc /De/ – DEBT WARRANT AGREEMENT (May 31st, 2001)

EXHIBIT 4.11 FORM OF DEBT WARRANT AGREEMENT VIACOM INC. AND _____________________________________________, Warrant Agent _________________________ DEBT WARRANT AGREEMENT ____________________________ Providing for the Issuance of %[Notes/Debentures] Due Purchase Warrants Dated as of ____________, 20__ WARRANT AGREEMENT THIS DEBT WARRANT AGREEMENT is entered into as of, 20__ between Viacom Inc., a corporation incorporated under the

Viacom International Inc /De/ – STANDARD PREFERRED STOCK WARRANT (May 31st, 2001)

Exhibit 4.4 -------------------------------------------------------------------------------- VIACOM INC. [VIACOM INTERNATIONAL INC.]* STANDARD PREFERRED STOCK WARRANT AGREEMENT PROVISIONS -------------------------------------------------------------------------------- --------------------- * If co-issued by Viacom International, add the language in brackets relating to Viacom International co-issuing the Warrants. i -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- Article 1 Issuance, Executi

Viacom International Inc /De/ – REGISTRATION RIGHTS AGREEMENT (January 30th, 2001)

REGISTRATION RIGHTS AGREEMENT Dated as of January 17, 2001 among VIACOM INC., VIACOM INTERNATIONAL INC., as Guarantor and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SALOMON SMITH BARNEY, INC. as the Initial Purchasers REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of January 17, 2001, by and among VIACOM INC., a Delaware corporation (the "Company"), Viacom International Inc., a Delaware corporation (the "Guarantor") and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SALOMON SMITH BARNEY, INC., in their respect

Viacom International Inc /De/ – FIFTH SUPPLEMENTAL INDENTURE (January 30th, 2001)

VIACOM INC., VIACOM INTERNATIONAL INC. AND CITIBANK, N.A., Trustee ------------------------------------------ FIFTH SUPPLEMENTAL INDENTURE Dated as of January 17, 2001 To Indenture dated as of May 15, 1995 among VIACOM INC., VIACOM INTERNATIONAL INC. and CITIBANK, N.A., Trustee ------------------------------------------ Senior Debt Securities FIFTH SUPPLEMENTAL INDENTURE, dated as of January 17, 2001, among VIACOM INC., a Delaware corporation (the