VIACOM INC. Underwriting AgreementViacom Inc. • February 28th, 2017 • 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 and Morgan Stanley & Co. 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, $650,000,000 principal amount of its 5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 (the “NC5 Debentures”) and $650,000,000 principal amount of its 6.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 (the “NC10 Debentures”) and, collectively with the NC5 Debentures, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 12, 2006 between the Company and
