September 5, 2006 Philippe P. Dauman c/o Viacom Inc. 1515 Broadway New York, NY 10036 Dear Mr. Dauman: Viacom Inc. ("Employer" and, together with its subsidiaries, the "Company"), having an address at 1515 Broadway, New York, New York 10036, agrees to...Viacom Inc. • September 7th, 2006 • Cable & other pay television services
As of January 1, 2018Viacom Inc. • February 8th, 2018 • Cable & other pay television services • New York
Black Entertainment Television LLC (the “Company”) agrees to employ you, and you accept such employment, on the terms and conditions set forth in this letter agreement (“Agreement”). For purposes of this Agreement, “Viacom” shall mean Viacom Inc. and its subsidiaries.
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
Viacom Inc. (“Employer” and, together with its subsidiaries, the “Company”), having an address at 1515 Broadway, New York, New York 10036, agrees to amend and restate your employment agreement, originally dated September 5, 2006 (the “Original...Employment Agreement • April 28th, 2016 • Viacom Inc. • Cable & other pay television services • New York
VIACOM INC., as Issuer THE BANK OF NEW YORK, as Trustee Indenture Dated as of April 12, 2006 VIACOM INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of April 12, 2006Indenture • April 17th, 2006 • Viacom Inc. • Cable & other pay television services
REGISTRATION RIGHTS AGREEMENT Dated as of December 4, 2012 among VIACOM INC. and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Representatives of the Dealer ManagersRegistration Rights Agreement • December 21st, 2012 • Viacom Inc. • Cable & other pay television services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of December 4, 2012, by and among VIACOM INC., a Delaware corporation (the “Company”) and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, in their respective capacities as dealer managers and as representatives of each of the other dealer managers named in Schedule A hereto (collectively, the “Dealer Managers”).
VIACOM INC.Underwriting Agreement • June 13th, 2012 • 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 J.P. Morgan 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, $100,000,000 principal amount of its 1.250% Senior Notes due 2015 (the “Senior Notes due 2015”) and $300,000,000 principal amount of its 3.125% Senior Notes due 2022 (the “Senior Notes due 2022” and, collectively with the Senior Notes due 2015, 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 Fi
SUPPORT AGREEMENTSupport Agreement • August 19th, 2019 • Viacom Inc. • Cable & other pay television services • Delaware
WHEREAS, concurrently with the execution and delivery of this Agreement, CBS and Viacom entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, the parties agreed to effect a merger of Viacom with and into CBS with CBS as the surviving corporation (the “Merger”) upon the terms and subject to the conditions set forth therein;
AMENDED AND RESTATED CREDIT AGREEMENT among VIACOM INC., THE SUBSIDIARY BORROWERS PARTIES HERETO, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., and BANK OF AMERICA, N.A. as Syndication Agents and...Credit Agreement • May 10th, 2019 • Viacom Inc. • Cable & other pay television services • New York
AMENDED AND RESTATED CREDIT AGREEMENT entered into as of February 11, 2019, among VIACOM INC., a Delaware corporation (“Viacom”); each Subsidiary Borrower (as herein defined); the lenders whose names appear on Schedule 1.1 hereto or who subsequently become parties hereto as provided herein (the “Lenders”); JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan Chase”), as administrative agent for the Lenders; CITIBANK, N.A., a national banking association, and BANK OF AMERICA, N.A., a national banking association, as syndication agents for the Lenders (in such capacity, the “Syndication Agents”); and, DEUTSCHE BANK SECURITIES INC., MIZUHO BANK, LTD., MORGAN STANLEY MUFG LOAN PARTNERS, LLC, and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (in such capacity, the “Documentation Agents”).
GOVERNANCE AGREEMENTGovernance Agreement • August 19th, 2019 • Viacom Inc. • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER by and between CBS CORPORATION and VIACOM INC. Dated as of August 13, 2019Agreement and Plan of Merger • August 19th, 2019 • Viacom Inc. • Cable & other pay television services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 13, 2019 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“Comet”), and Viacom Inc., a Delaware corporation (“Venus”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 29th, 2015 • Viacom Inc. • Cable & other pay television services • New York
THIRD AMENDMENT dated as of November 18, 2014 (this “Amendment”) to the Credit Agreement, entered into as of October 8, 2010, as amended on December 2, 2011, as amended on November 9, 2012 (and as further amended from time to time, the “Credit Agreement”), by and among VIACOM INC., a Delaware corporation, (“Viacom”); each Subsidiary Borrower (as therein defined); the lenders party thereto (the “Lenders”); JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); CITIBANK, N.A., a national banking association, and BANK OF AMERICA N.A., a national banking association, as syndication agents for the Lenders (in such capacity, the “Syndication Agents”); DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY MUFG LOAN PARTNERS, LLC, THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (in such capacity, the “Documentation Agents”); and J.P. MORGAN SECURITIES LLC, CITI
VIACOM INC. Class B Common Stock Underwriting AgreementViacom Inc. • October 20th, 2009 • Cable & other pay television services • New York
National Amusements, Inc., a Maryland corporation (“NAI”), proposes to cause NAIRI, Inc., a Delaware corporation and a wholly-owned subsidiary of NAI (the “Selling Stockholder”), to 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 Citigroup Global Markets Inc. is acting as representative (the “Representative”), and the Underwriters, severally and not jointly, on the terms set forth herein, propose to purchase the number of shares (the “Firm Shares”) of Class B Common Stock, $0.001 par value (the “Class B Common Stock”) of Viacom Inc., a Delaware corporation (the “Company”), set forth in Schedule 1 hereto under the caption “Number of Firm Shares to be Purchased.” NAI also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Class B Common Stock set forth on Schedule 1 hereto under the caption “Maximu
FIVE-YEAR CREDIT AGREEMENT among NEW VIACOM CORP., THE SUBSIDIARY BORROWERS PARTIES HERETO, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., DEUTSCHE BANK...New Viacom Corp. • December 14th, 2005 • Cable & other pay television services • New York
FIVE-YEAR CREDIT AGREEMENT entered into as of December 8, 2005, among NEW VIACOM CORP., a Delaware corporation (to be renamed “Viacom Inc.” at the time of the Viacom Separation Event (as herein defined)) (“Viacom”), each Subsidiary Borrower (as herein defined); the lenders whose names appear on Schedule 1.1 hereto or who subsequently become parties hereto as provided herein (the “Lenders”); JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan Chase”), as administrative agent for the Lenders; CITIBANK, N.A., a national banking association, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”); and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2006 • Viacom Inc. • Cable & other pay television services
The undersigned hereby agree that the Statement on Schedule 13G, dated February 13, 2006 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $.001 per share, of Viacom Inc. is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Fredric G. Reynolds 400 East 51st Street Apartment 28A New York, NY 10022New Viacom Corp. • November 23rd, 2005 • Cable & other pay television services • New York
Viacom Inc. ("Viacom" or "the Company"), 1515 Broadway, New York, New York 10036, agrees to employ you, and you agree to accept such employment, upon the following terms and conditions.
As of October 31, 2016Viacom Inc. • February 9th, 2017 • Cable & other pay television services
Jacques Tortoroli Forest Hills, New York 11375 Dear Mr. Tortoroli:Viacom Inc. • February 28th, 2008 • Cable & other pay television services • New York
Viacom Inc. (“Viacom”), 1515 Broadway, New York, New York 10036, agrees to employ you, and you agree to accept such employment, upon the following terms and conditions.
VIACOM INC. Underwriting AgreementViacom Inc. • March 28th, 2011 • 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., J.P. Morgan Securities LLC and BNP Paribas Securities Corp. 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 3.500% 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 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 June 16, 2006, the Third Supp
JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2010 • Viacom Inc. • Cable & other pay television services
The undersigned hereby agree that the Statement on Schedule 13G, dated February 5, 2010 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.001 per share, of Viacom Inc., is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SEPARATION AGREEMENTSeparation Agreement • October 18th, 2006 • Viacom Inc. • Cable & other pay television services • New York
THIS AGREEMENT, dated as of October 16, 2006 (the “Agreement”), by and between VIACOM INC., a Delaware corporation (the “Company”), and THOMAS E. FRESTON (the “Executive”).
Reference is made to that certain employment agreement between you and Viacom Inc. (the “Company”) dated as of December 12, 2016 (your “Employment Agreement”). All defined terms used without being defined herein shall have the meanings provided in...Viacom Inc. • February 9th, 2017 • Cable & other pay television services
This letter is to confirm our understanding, notwithstanding any provision in your Employment Agreement, that your actual 2017 STIP Bonus will be reduced by Two Hundred Fifty Thousand Dollars ($250,000) to reimburse the Company for the overpayment of salary under your prior employment agreement.
As of March 1, 2001New Viacom Corp. • November 23rd, 2005 • Cable & other pay television services • New York
Viacom Inc. ("Viacom"), 1515 Broadway, New York, New York 10036, agrees to employ you and you agree to accept such employment upon the following terms and conditions:
VIACOM LETTERHEAD]Viacom Inc. • May 10th, 2007 • Cable & other pay television services
Reference is made to your employment agreement with Viacom Inc. (“Viacom”), dated as of May 1, 2000, as amended by letter agreements dated April 1, 2003 and April 12, 2005 (your “Employment Agreement”). All defined terms used without definitions shall have the meanings provided in your Employment Agreement.
VIACOM INC. AND THE BANK OF NEW YORK MELLON Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of March 14, 2013 To Indenture dated as of April 12, 2006 between VIACOM INC. and THE BANK OF NEW YORK MELLON TrusteeFifteenth Supplemental Indenture • March 14th, 2013 • Viacom Inc. • Cable & other pay television services • New York
FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of March 14, 2013, between VIACOM INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, 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, as further supplemented by the Third Supplemental Indenture, dated as of December 13, 2006, between the Company and the Trustee, as further supplemented by the Fourth Supplemental Indenture, dated as of October 5, 2007, between the Company and the Trustee, as further supplemented by the Fifth Supplemental Indenture, dated as of August 26, 2009, between the Company and the Trustee, as further supplemented by the Sixth Supplemental Indenture, dated as of S
SECOND AMENDMENT TO CREDIT AGREEMENT Viacom Inc.Credit Agreement • January 31st, 2013 • Viacom Inc. • Cable & other pay television services • New York
SECOND AMENDMENT dated as of November 9, 2012 (this “Amendment”) to the Credit Agreement, entered into as of October 8, 2010, as amended on December 2, 2011 (and as further amended from time to time, the “Credit Agreement”), by and among VIACOM INC., a Delaware corporation, (“Viacom”); each Subsidiary Borrower (as therein defined); the lenders party thereto (the “Lenders”); JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); CITIBANK, N.A., a national banking association, and BANK OF AMERICA N.A., a national banking association, as syndication agents for the Lenders (in such capacity, the “Syndication Agents”); DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY MUFG LOAN PARTNERS, LLC, THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (in such capacity, the “Documentation Agents”); and J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., and B
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2012 • Viacom Inc. • Cable & other pay television services
The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 2012 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.001 per share, of Viacom Inc., is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENTEmployment Agreement • August 23rd, 2016 • Viacom Inc. • Cable & other pay television services • Delaware
have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of the Executive’s execution hereof that directly or indirectly arise out of, relate to, or are connected with, the Executive’s services to, or employment by Employer (any of the foregoing being a “Claim” or, collectively, the “Claims”); provided, however, that this release shall not apply to any of the obligations of Employer or any other Releasee under the Employment Agreement, the Settlement Agreement, dated as of [the date hereof] by and among the Executive, Employer, Sumner M. Redstone, Shari E. Redstone, George S. Abrams, National Amusements, Inc., the Sumner M. Redstone National Amusements Trust and certain other parties, or under any agreements, plans, contracts, documents or programs described or referenced in the Employment Agreement; and provided, further, that this release shall not apply to any rights the Executive m
AGREEMENTAgreement • August 4th, 2016 • Viacom Inc. • Cable & other pay television services • Delaware
This agreement (the "Agreement") is entered into this 13th day of June, 2016, between Viacom Inc. ("Viacom") and George Abrams ("Abrams") in the following context:
JOINT FILING AGREEMENTJoint Filing Agreement • February 6th, 2007 • Viacom Inc. • Cable & other pay television services
The undersigned hereby agree that the Statement on Schedule 13G, dated February 10, 2006 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $.01 per share, of DreamWorks Animation SKG, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
TERM LOAN CREDIT AGREEMENT among NEW VIACOM CORP., THE SUBSIDIARY BORROWERS PARTIES HERETO, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., DEUTSCHE BANK...Credit Agreement • December 14th, 2005 • New Viacom Corp. • Cable & other pay television services • New York
TERM LOAN CREDIT AGREEMENT entered into as of December 8, 2005, among NEW VIACOM CORP., a Delaware corporation (to be renamed “Viacom Inc.” at the time of the Viacom Separation Event (as herein defined)) (“Viacom”), each Subsidiary Borrower (as herein defined); the lenders whose names appear on Schedule 1.1 hereto or who subsequently become parties hereto as provided herein (the “Lenders”); CITIBANK, N.A., a national banking association (“Citibank”), as administrative agent for the Lenders; JPMORGAN CHASE BANK, N.A., a national banking association, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”); and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”).
VIACOM INC., AND THE BANK OF NEW YORK Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 13, 2006 To Indenture dated as of April 12, 2006 between VIACOM INC., and THE BANK OF NEW YORK Trustee Senior NotesThird Supplemental Indenture • December 19th, 2006 • Viacom Inc. • Cable & other pay television services • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of December 13, 2006, 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 and as further supplemented by the Second Supplemental Indenture, dated as of June 16, 2006, between the Company and the Trustee (as so supplemented and as supplemented hereby, the “Indenture”).
FIRST AMENDMENTFirst Amendment • June 26th, 2007 • Viacom Inc. • Cable & other pay television services • New York
This FIRST AMENDMENT, dated as of June 20, 2007 (this “First Amendment”), to the Agreement dated as of December 21, 2005 (the “Agreement”) among Viacom Inc. (formerly known as New Viacom Corp.), a Delaware corporation (the “Company”), NAIRI, Inc., a Delaware corporation (“NAIRI”), and National Amusements, Inc., a Maryland corporation (“NAI” and, together with NAIRI and the direct and indirect wholly owned subsidiaries of NAIRI and NAI, “Seller”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Agreement.
October 17, 2008Viacom Inc. • February 12th, 2009 • Cable & other pay television services • New York
This letter agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission shall be considered original executed counterparts.
SEPARATION AGREEMENTSeparation Agreement • December 8th, 2006 • Viacom Inc. • Cable & other pay television services • New York
THIS AGREEMENT, dated as of December 6, 2006 (the “Agreement”), by and between VIACOM INC., a Delaware corporation (the “Company”), and MICHAEL J. DOLAN (the “Executive”).
